TCR_Public/050802.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, August 2, 2005, Vol. 9, No. 181        

                          Headlines

A&A POTATO: Case Summary & 12 Largest Unsecured Creditors
ACE AVIATION: British Columbia Investment Buys 5.04% Equity Stake
ACTUANT CORP: S&P Rates $900 Million Universal Shelf at B+
ADAPTEC INC: Posts $36 Million Net Loss in First Quarter 2006
ADESA INC: S&P Rates $500 Million Credit Facility at BB

ALLIED HOLDINGS: Files for Chapter 11 Protection in N.D. Georgia
ALLIED HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
ALLIED HOLDINGS: Ch. 11 Filing Cues S&P's Ratings to Tumble to D
AMERICAN MEDICAL: List of 20 Largest Unsecured Creditors
AMERICAN NATURAL: Issues 4.2 Million Common Shares

AMERUS GROUP: Fitch Holds BB+ Rating on Trust-Preferred Issue
ARCAP: S&P Places Low-B Ratings on Four Certificate Classes
AURA SYSTEMS: Court Approves $1.2 Million Interim Financing
BEAR STEARNS: Fitch Assigns BB Rating on $13.29MM of Certificates
BOSTON COMMS: Placing $41 Million in Escrow for Patent Lawsuit

BOWNE & CO: Adopts Plan to Repurchase $35 Million of Common Stock
BOWNE & CO: Earns $4 Million of Net Income in Second Quarter
CANADIAN HOTEL: Debenture Redemption Cues S&P to Withdraw Ratings
CEDAR PARK: Case Summary & 4 Largest Unsecured Creditors
CITICORP MORTGAGE: Fitch Places B Rating on $541K Class B Certs.

CITIGROUP MORTGAGE: Fitch Puts Low-B Rating on Two Cert. Classes
COMDIAL CORP: Court Okays Platzer Swergold as Panel's Lead Counsel
COMDIAL CORP: Jaspan Schlesinger Approved as Panel's Local Counsel
COMM 2005-C6: S&P Puts Low-B Ratings on Six Certificate Classes
CONGOLEUM CORP: Wants Plan Filing Period Extended to Nov. 1

CONSECO INC: Moody's Reviews Junk Preferred Securities Rating
CREDIT SUISSE: Fitch Rates $900,000 Private Certificates at BB
CWALT INC: Fitch Puts Low-B Rating on Two Mortgage Cert. Classes
CWMBS INC: Fitch Places Low-B Rating on $1.8MM Class B Certs.
DOLLARAMA GROUP: S&P Rates $200 Million Senior Notes at B-

EAGLEPICHER INC: Secures Second Interim DIP Financing from Harris
EDWARD COUVRETTE: Voluntary Chapter 11 Case Summary
EMMIS COMMS: Inks Settlement Pact on Spanish Broadcasting Lawsuit
EMPRESAS ICA: $44 Million Debt Payment Prompts S&P to Lift Ratings
ENRON: Five Former EBS Officers Escape Conviction in Fraud Case

FEDERAL-MOGUL: Gets Court Nod to Expand Scope of Hanly's Services
FIRST HORIZON: Fitch Assigns Low-B Rating on Two Cert. Classes
FIRSTFED CORP: High Losses Cue Fitch to Junk Two Cert. Classes
GRUPO IUSACELL: June 30 Balance Sheet Upside-Down by Ps. 1.4 Bil.
GRUPO IUSACELL: Creditor Talks on Restructuring Pact Continue

INDYMAC MANUFACTURED: Fitch Holds Junk Rating on 3 Cert. Classes
INSIGHT COMMS: Inks $2.1 Billion Merger with Carlyle-Led Group
IPCS INC: Inks Forbearance Pact with Sprint on Del. & Ill. Suits
J.P. MORGAN: Fitch Assigns Low-B Rating on Six Certificate Classes
KAISER ALUMINUM: JPMorgan & CIT Offer $250 Million Exit Financing

KELLWOOD CO: Weak Performance Prompts S&P to Pare Ratings
KEVIN MAYER: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Overview of Footstar-Kmart Settlement Agreement
KULICKE & SOFFA: June 30 Balance Sheet Upside-Down by $44.3 Mil.
LEAR CORP: Posts $44.4 Million Net Loss in Second Quarter

LEAR CORP: Moody's Downgrades Senior Unsecured Debt Rating to Ba2
LONGVIEW FIBRE: S&P Rates $1 Billion Universal Shelf at B+
MAGELLAN HEALTH: Earns $22.7 Million of Net Income in 2nd Quarter
MERIDIAN AUTOMOTIVE: Court Approves Lazard as Investment Banker
MERIDIAN AUTOMOTIVE: Gets Court Nod to Resell Equipment

MERRIL DEAN: List of Seven Largest Unsecured Creditors
MIRANT CORP: Gets Court Nod to Cap Cascade's Claim at $592,709
MIRANT: Wants to Recover Payments from Salomon, Citibank & CSFB
MIRANT CORP: Committee Wants $5M of Annuity Payments Recovered
NATURADE INC: Inks Acquisition Pacts & Completes Financial Reorg.

NOMURA CBO: Credit Enhancement Prompts S&P to Upgrade Ratings
OAKWOOD PACKAGING: Case Summary & 20 Largest Unsecured Creditors
OLD DIXIE: Case Summary & 20 Largest Unsecured Creditors
ON TOP: Case Summary & 20 Largest Unsecured Creditors
ONE TO ONE: Committee Hires Deloitte Financial as Advisor

ONE TO ONE: Hires Triax Capital as Investment Banker
ONE TO ONE: Exclusive Plan Filing Period Extended Until Sept. 30
OWENS CORNING: Gets Court Nod to Employ Sidley Austin as Counsel
PACIFIC FINANCIAL: Case Summary & 3 Largest Unsecured Creditors
PARK PLACE: Fitch Places Low-B Rating on Two Certificate Classes

PETROHAWK ENERGY: Moody's Junks $130 Million Sr. Unsecured Notes
QUIGLEY COMPANY: Wants Sept. 15 Bar Date to Include Silica Claims
REMY INT'L: June 30 Balance Sheet Upside-Down by $233.7 Million
REMY INTERNATIONAL: S&P Junks $125 Million Senior Secured Notes
REPUBLIC ENGINEERED: Selling Assets to Mexico's Industrias CH

SAMSON ORUSA: Case Summary & 9 Largest Unsecured Creditors
SIGNAL SECURITIZATION: Fitch Affirms BB Rating on Class B Certs.
STRUCTURED ASSET: Fitch Puts BB+ Rating on $4.4 Million Certs.
TERWIN MORTGAGE: Fitch Puts Low-B Rating on Two Cert. Classes
TOUCH AMERICA: Plan Trustee Has Until Oct. 1 to Decide on Leases

UAL CORP: Wants Court Okay on Citigroup Cooperation Agreement
UAL CORP: Terms of Machinists' Amended Tentative Labor Pact
US AIRWAYS: Can Use ATSB Lenders' Cash Collateral Until Aug. 19
VARTEC TELECOM: Secures Extension of Exclusive Periods
WASHINGTON NATIONAL: Moody's Reviews Ba1 Insurance Rating

WEST CLIFF: List of Two Largest Unsecured Creditors
WESTPOINT STEVENS: PBGC Says Disclosure Statement is Inadequate
WINN-DIXIE: Gets Court Nod to Sell Assets Thru Liquidating Agents
WRC MEDIA: Restructuring Cues Moody's to Withdraw All Debt Ratings

* Large Companies with Insolvent Balance Sheets

                          *********

A&A POTATO: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: A&A Potato of Del Norte Colorado, LLC
        P.O. Box 23647
        New Orleans, Louisiana 70183

Bankruptcy Case No.: 05-16392

Type of Business: The Debtor is an affiliate of Dixie Produce &
                  Packaging, LLC, which filed for chapter 11
                  protection on Apr. 27, 2005 (Bankr. E.D. La.
                  Case No. 05-13410) with Honorable Jerry A. Brown
                  presiding.  Dixie Produce & Packaging, LLC's
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on April 28, 2005.

Chapter 11 Petition Date: July 29, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Tristan E. Manthey, Esq.
                  Heller Draper Hayden Patrick & Horn
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949        

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Hibernia National Bank                        $7,724,632
   P.O. Box 61540
   New Orleans, LA 70161-1540   

   Tonso Farms                                     $234,000
   1016 East Highway 112
   Center, CO 81125

   RM & SM Farms                                    $73,547
   3001 South Grant
   Englewood, CO 80110

   Lonell Crowthen                                  $63,655

   Aspen Produce                                    $31,582   

   Manual Virgil                                    $26,573

   Alan Vantrees                                    $11,086
  
   ECEL Energy                                       $2,918

   Colorado Property Tax                             $1,357

   Laporte Sehrt Romig & Hand, CPA                   $1,068

   IRS Department of Treasury                          $634

   IRS Automated Collection System                     $619


ACE AVIATION: British Columbia Investment Buys 5.04% Equity Stake
-----------------------------------------------------------------
British Columbia Investment Management Corporation is the
beneficial owner of 963,600 Class B voting shares of ACE Aviation
Holdings, Inc., the fund manager disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission.

This represents 5.04% of the approximately 19,084,000 Class B
shares outstanding at June 30, 2005.

bcIMC has the sole power to dispose or direct the disposition of
929,000 shares.

bcIMC provides investment advisory and management services.  As
of March 31, 2004, bcIMC is $62.6 billion in assets under
administration.

Chief Executive Officer Doug Pearce relates that bcIMC acquired
the ACE securities solely for investment purposes on behalf of
client accounts over which it has investment discretion.  The ACE
securities are held in accounts for the economic benefit of the
beneficiaries of those accounts.

bcIMC is based in Victoria, British Columbia.

ACE Aviation is the parent holding company of Air Canada and ACE's
other subsidiaries.  Air Canada is Canada's largest domestic and
international full-service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ACTUANT CORP: S&P Rates $900 Million Universal Shelf at B+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
subordinated debt rating to Actuant Corp.'s $900 million universal
415 shelf registration.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on the Milwaukee,
Wisconsin-based company.  The outlook is stable.

"The ratings on Actuant Corp. reflect the company's satisfactory
business position and aggressive financial profile, which is
characterized by high leverage," said Standard & Poor's credit
analyst Natalia Bruslanova.  Actuant is a diversified manufacturer
of branded standard and customized products for relatively small
automotive, industrial, and retail end markets.  The company had
total balance sheet debt of about $480 million as of May 31, 2005,
(this takes into account funding for the $315 million acquisition
of Key Components Inc., or KCI, in December 2004).

The challenges in Actuant's business segments include competitive
market conditions and cyclical demand in certain end markets,
including heavy-duty truck, RV, automotive, and construction.  
With this product mix, Actuant is largely dependent on business
from original equipment manufacturers, and lacks significant
aftermarket service revenues that could provide stability in a
down cycle.

These risks are mitigated by certain business strengths, including
Actuant's leading shares in differing markets -- nearly 80% of the
company's sales are generated by products holding No. 1 positions
in niche markets.  Actuant's relatively good geographic, customer,
product, and end-market diversity should mitigate future earnings
and cash flow volatility.  Still, many of the various markets the
company serves are relatively small, so Actuant's longer term
expansion will be driven by its acquisition of well-positioned
companies serving new niches.


ADAPTEC INC: Posts $36 Million Net Loss in First Quarter 2006
-------------------------------------------------------------
Adaptec, Inc. (NASDAQ: ADPT), a global leader in storage
solutions, reported its financial results for the first quarter of
its fiscal year 2006 ended June 30, 2005.

Net revenue on a generally accepted accounting principles basis
for the first quarter of fiscal 2006 was $98.4 million, compared
with $115.5 million for the first quarter of fiscal 2005 and
$111.2 million for the fourth quarter of fiscal 2005.  

Non-GAAP net revenue for the first quarter of fiscal 2006 was
$105.9 million, compared with $115.5 million for the first quarter
of fiscal 2005 and $111.2 million for the fourth quarter of fiscal
2005.  The GAAP results for the first quarter of fiscal 2006
included asset impairment charges totaling $15.5 million related
to the IBM I/P Series RAID business, of which $7.5 million reduced
GAAP net revenue and $8.0 million was included in GAAP operating
expenses.

The GAAP net loss for the first quarter of fiscal 2006 was
$36 million, compared with net income of $10,000 for the first
quarter of fiscal 2005 and net loss of $159.5 million for the
fourth quarter of fiscal 2005.

The non-GAAP net loss for the first quarter of fiscal 2006 was
$14.3 million, compared with net income of $6.4 million for the
first quarter of fiscal 2005 and net loss of $4.5 million for the
fourth quarter of fiscal 2005.

"Adaptec President Sundi Sundaresh and I are working to restore
Adaptec to a position where it is delivering shareholder value,"
said Adaptec Interim Chief Executive Officer, D. Scott Mercer.  
"Currently, we are engaged in a thorough analysis of all of
Adaptec's businesses and operations.  While the company has some
significant challenges that we need to overcome, it also has many
strengths and a great foundation that we will leverage as we move
forward in the coming months."

Adaptec, Inc. (NASDAQ: ADPT) -- http://www.adaptec.com/--  
provides trusted storage solutions that reliably move, manage, and
protect critical data and digital content.  Adaptec's software and
hardware-based solutions are delivered through leading Original
Equipment Manufacturers (OEMs) and channel partners to provide
storage connectivity, data protection, and networked storage to
enterprises, government organizations, medium and small
businesses, and consumers worldwide. Adaptec is an S&P Small Cap
600 Index member.

                        *     *     *

As reported in the Troubled Company Reporter on May 9, 2005,
Standard & Poor's Ratings Services revised its outlook on
Milpitas, California-based Adaptec Inc. to negative from stable,
and affirmed the corporate credit rating at 'B+'.  The outlook
revision follows the company's earnings announcement for the
quarter ended March 31, 2005, and the expectation that current
weakened profitability trends will continue.  Adaptec had $285
million of rated debt outstanding as of March 31, 2004.

"The ratings on Adaptec Inc. reflect the challenges the company
faces in fortifying and transitioning its business profile in the
face of commoditization and deterioration in the core small
computer systems interface (SCSI) business, which has resulted in
recent quarters weakened profitability and debt protection
metrics," said Standard & Poor's credit analyst Joshua Davis.
These factors partially are offset by financial flexibility
provided by a net cash position on the balance sheet.  Adaptec has
a dominant share of the mature market for SCSI chips and adapter
cards, used to connect high-performance peripherals to computer
servers.


ADESA INC: S&P Rates $500 Million Credit Facility at BB
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
wholesale vehicle auctioneer ADESA Inc. to positive from stable.
The revision reflects the potential for an upgrade during the next
two years if the company is able to sustain its recent solid
operating performance.

The 'BB' corporate credit rating was affirmed, and a 'BB' senior
secured rating and a '2' recovery rating were assigned to ADESA's
$500 million credit facility, indicating a strong likelihood of
substantial recovery of principal (80%-100%) in the event of
payment default.  Carmel, Indiana-based ADESA has total lease-
adjusted debt of about $590 million.

"The ratings on ADESA reflect its weak business profile," said
Standard & Poor's credit analyst Martin King.  "The company's
operating environment is competitive, and ADESA has risky
financing operations and a limited track record as an independent.
It also serves large customers with considerable leverage.  These
factors are somewhat offset by ADESA's solid No. 2 U.S. market
position, its growing market share with key accounts, and its good
geographic scope in the U.S."

The ratings also take into account ADESA's moderately aggressive
financial policy and its heavy debt load, which hamper its solid
cash flow generation and good liquidity.

ADESA conducts used-vehicle wholesale and salvage auctions and
performs various ancillary pre-auction and post-auction services
at 83 locations in North America.  The company's financing
subsidiary, Automotive Finance Corp., provides inventory financing
to independent used-vehicle dealers who purchase vehicles from
auctions and other sources.

Despite the flat or declining volume of vehicles entering the
auction market in recent quarters, ADESA's performance has
improved modestly because of management's cost-reduction efforts,
because of higher revenues per vehicle, and because of the
company's more efficient asset management.  For the 2005 second
quarter, revenue increased 7% and EBIT margins increased 70 basis
points from the same period in 2004.  Still, the company remains
positioned behind a much larger competitor with superior scale and
strong institutional accounts.  The company also faces competition
from local and regional independent auctioneers, wholesalers, and
auto dealers.  The growth of Internet auctions conducted by
institutional sellers remains a competitive threat as well.


ALLIED HOLDINGS: Files for Chapter 11 Protection in N.D. Georgia
----------------------------------------------------------------
Allied Holdings, Inc., along with 22 of its affiliates, filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
Northern District of Georgia, in order to effect a financial
restructuring.

The Company and its subsidiaries are operating at all of its
locations and anticipates that its various distribution and
transportation services for the automotive industry will continue
to operate in the normal course of business during the
reorganization process.  The Company will pay its vendors under
normal terms for goods and services provided after Sunday's
filing.

                        DIP Financing

To help fund its continuing operations during the reorganization,
Allied has secured up to $230 million in debtor-in-possession
financing from:

   -- GE Commercial Finance;
   -- Morgan Stanley Senior Funding, Inc.; and  
   -- Marathon Asset Management.

Subject to court approval, these funds will be available to help
satisfy obligations associated with conducting the Company's
business, including the payment of wages and benefits to active
employees and retirees.

"We have made significant progress during the last few years in
our efforts to restructure and streamline our operations,
including measures to lower overhead expenditures, as well as
reduce costs across our non-bargaining employee base," Hugh E.
Sawyer, Allied Holdings' President and Chief Executive Officer,
said.  "Our more efficient, focused organization has facilitated
improvements in damage free deliveries, organic growth through new
business with our customers, and reinforced the underlying
potential of our core transportation services businesses at our
operating subsidiaries.  However, these positive developments have
been significantly offset by automotive industry dynamics that
continue to hamper our financial performance, including a sharp
decline in new vehicle production, rising fuel costs, and
increasing wage and benefit obligations under the Allied
Automotive Group's master agreement with its Teamster-represented
employees.

"Reorganization under Chapter 11 will provide Allied with an
opportunity and the forum to address these financial challenges,
and we are committed to working cooperatively throughout the
process to implement a plan of recovery that serves the Company,
as well as the interests of its creditors, employees, customers,
and suppliers.  Our objective is to use this process to redesign
our capital structure in order to lower our debt, reduce the
multi-year cost increases associated with our contract with our
Teamster-represented employees, address certain customer pricing
issues, and take steps to improve our financial performance.

"During this process, we will continue to provide quality service
to our loyal customers," Mr. Sawyer continued.  "We believe that
the new $230 million credit facility will provide the opportunity
for the Company to continue to operate in a reliable and stable
manner.  In addition, our vendors will be paid in full for all
goods and services which are provided to the Company and our
subsidiaries after the filing date.

"We appreciate the ongoing efforts of our employees who have, over
the past four years, made personal sacrifices and maintained their
focus through a most challenging period.  We will once again rely
upon the dedication and support of our employees as we work
together to build a more promising future for Allied Holdings."

Allied Holdings' legal advisor is Troutman Sanders, LLP.  The
Company's financial advisor is Miller Buckfire & Co., LLC.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


ALLIED HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Allied Holdings, Inc.
             aka Allied Holdings
             160 Clairemont
             Decatur, Georgia 30030-2557

Bankruptcy Case No.: 05-12515

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Allied Automotive Group, Inc.              05-12516
      Allied Systems, Ltd. (L.P.)                05-12517
      Allied Systems (Canada) Company            05-12518
      QAT, Inc.                                  05-12519
      RMX LLC                                    05-12520
      Transport Support LLC                      05-12521
      F.J. Boutell Driveway LLC                  05-12522
      Allied Freight Broker LLC                  05-12523
      GACS Incorporated                          05-12524
      Commercial Carriers, Inc.                  05-12525
      Axis Group, Inc.                           05-12526
      Kar-Tainer International LLC               05-12527
      Axis Netherlands, LLC                      05-12528
      Axis Areta, LLC                            05-12529  
      Logistic Technology, LLC                   05-12530
      Logistic Systems, LLC                      05-12531
      CT Services, Inc.                          05-12532
      Cordin Transport LLC                       05-12533
      Terminal Services LLC                      05-12534
      Axis Canada Company                        05-12535
      Ace Operations, LLC                        05-12536
      AH Industries Inc.                         05-12537

Type of Business: The Debtor serves as the parent for Allied
                  and Axis entities, which provide short-haul
                  services for original equipment manufacturers
                  and provide logistical services.

Chapter 11 Petition Date: July 31, 2005

Court: Northern District of Georgia (Newnan)

Debtors' Counsel: Jeffrey W. Kelley, Esq.
                  Troutman Sanders, LLP
                  Suite 5200, 600 Peachtree Street, Northeast
                  Atlanta, Georgia 30308-2216
                  Tel: (404) 885-3383        

Financial Condition of Allied Holdings, Inc., as of March 2005:

Total Assets: $132,225,000

Total Debts:  $179,895,000

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Allied Automotive Group,    $10 Million to       $50 Million to
Inc.                        $50 Million          $100 Million  

Allied Systems, Ltd.        More than            More than  
(L.P.)                      $100 Million         $100 Million

Allied Systems (Canada)     $50 Million to       More than
Company                     $100 Million         $100 Million  

QAT, Inc.                   $1 Million to        $1 Million to               
                            $10 Million          $10 Million  

RMX LLC                     $50,000 to           $500,000 to            
                            $100,000             $1 Million

Transport Support LLC       $1 Million to        $10 Million to                
                            $10 Million          $50 Million  

F.J. Boutell Driveway LLC   $1 Million to        $10 Million to                
                            $10 Million          $50 Million

Allied Freight Broker LLC   $1 Million to        $50,000 to
                            $10 Million          $100,000                        
     
GACS Incorporated           $1 Million to        Less than
                            $10 Million          $50,000  

Commercial Carriers, Inc.   $1 Million to        $1 Million to               
                            $10 Million          $10 Million  

Axis Group, Inc.            $10 Million to       $10 Million to                          
                            $50 Million          $50 Million  

Kar-Tainer International    $100,000 to          $1 Million to
LLC                         $500,000             $10 Million  

Axis Netherlands, LLC       Less than            Less than                      
                            $50,000              $50,000   

Axis Areta, LLC             $1 Million to        Less than
                            $10 Million          $50,000

Logistic Technology, LLC    $100,000 to          Less than
                            $500,000             $50,000   

Logistic Systems, LLC       $500,000 to          Less than
                            $1 Million           $50,000  

CT Services, Inc.           $10 Million to       $500,000 to
                            $50 Million          $1 Million  

Cordin Transport LLC        $500,000 to          Less than
                            $1 Million           $50,000

Terminal Services LLC       $1 Million to        $100,000 to
                            $10 Million          $500,000   

Axis Canada Company         $500,000 to          $1 Million
                            $1 Million           $10 Million   

Ace Operations, LLC         Less than            Less than
                            $50,000              $50,000    

AH Industries Inc.          $500,000 to          Less than
                            $1 Million           $50,000  


Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Thomas M. Korsman             Indenture Trustee     $150,000,000
Vice President
Wells Fargo Bank
MAC N9303-120
Sixth and Marquette
Minneapolis, MN 55479

Central State/H&W 3500        Benefits                $2,468,019
Mellon Financial Services
A/C Central States Pension
Fund
5503 North Cumberland Road
Chicago, IL 60656

Michelin Tire N.A./Atlanta    Trade debt                $827,625
P.O. Box 100860
Atlanta, GA 30384-0860

Volvo Action Service          Trade debt                $666,781
P.O. Box 26113
Greensboro, NC 27402-6113

Ford Motor Company/Claims     Damage claims             $605,293
Body and Assembly
P.O. Box 651311
Charlotte, NC 28265-1311

IBM Corp.                     Trade debt                $477,554
PNC Bank-ATL Lockbox
IBM Corp-Lock Box 534151
1669 Phoenix Parkway
Atlanta, GA 30349

SGS Automotive Service-       Trade debt                $419,652
Philadelphia
P.O. Box 2505
Carol Stream, IL 60132-2502

GM of Canada Ltd.-ALZS        Damage Claim              $410,924
1908 Colonel Sam Drive
Attn: Cashier 007002
Oshawa, ON L1H8P7

Cummins South, Inc.           Trade debt                $407,376
P.O. Box 116595
Atlanta, GA 30368-6595

Delavan Industries Inc.       Trade debt                $395,947
Buffalo
P.O. Box 1715
Buffalo, NY 14240

Exotic Auto Transport         Trip lease                $341,081
P.O. Box 72
Lebanon, MO 65536

U.S. Security Associates      Trade debt                $333,651   
Inc.
P.O. Box 931703
Atlanta, GA 31193

Michelin North America/       Trade debt                $301,322
Canada - Accounts Receivable
P.O. Box 11291
Station Centreville
Montreal, Quebec H3C 5G9
Canada

Bandag Incorporated           Trade debt                $284,484
P.O. Box 92090
Chicago, IL 60675-2090

Servi-Flotte Inc.             Trade debt                $264,179
225, Chemin Des Iles
Levis, Quebec G6V7M5
Canada

Fleet Charge                  Trade debt                $257,956
P.O. Box 930895
Kansas City, MO 64193-0895

Excel Transporting & Towing   Trip lease                $242,016

Fleet Charge                  Trade debt                $210,079

Delavan Industries Inc.       Trade debt                $193,800
Buffalo

Delavan Industries Inc.       Trade debt                $191,678
St. Catherines

Daimler Chrysler ALZS         Damage claims             $163,562

American Express              Trade debt                $162,755

Bandag Canada Ltd.            Trade debt                $152,796

Deloitte & Touche- Atlanta    Professional              $152,353

Cottrell, Inc.                Fixed assets              $139,569

Sterling Truck & Trailer      Trade debt                $139,190
Sales

Champion Auto Carriers, Inc.  Trip lease                $131,122

Brothers Auto Transport Inc.  Trip lease                $128,916

Hunt Enterprises              Landlord                  $123,142

Truck Service of Virginia     Trade debt                $123,019
Inc. - Disputan

B&D Management, Inc.          Trade debt                $122,304

W W Williams                  Fixed assets              $116,997

Corporate Lodging             Trade debt                $109,149

P.A.T. Auto Transport, Inc.   Trip lease                $103,846

Goodyear Tire & Rubber        Trade debt                $100,997
Company - ATL

Cintas/National Rental A/R    Trade debt                $100,257

State of Michigan/Treasury    Taxes                     $100,000

Weller Truck Parts            Trade payables             $96,713

Clarke Power Services Inc.    Trade payables             $95,362

GM of Canada Ltd. - CANG      Damage claims              $91,475


ALLIED HOLDINGS: Ch. 11 Filing Cues S&P's Ratings to Tumble to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Allied Holdings Inc. to 'D' from 'CCC-' following the
car hauling company's Chapter 11 bankruptcy filing.  In addition,
Standard & Poor's lowered its rating on Allied's senior unsecured
debt to 'D' from 'CC'.

The bankruptcy filing was precipitated by:

    * very difficult industry conditions, including reduced
      vehicle production,

    * weak financial performance, and

    * constrained liquidity that led to losses, reduced cash flow
      generation, and limited liquidity.

Decatur, Georgia-based Allied had total debt (including the
present value of operating leases) of about $290 million as of
March 31, 2005.

Industry conditions for automotive suppliers including Allied
Holdings have deteriorated during the past year, as the North
American car market remains soft.  Despite some recent price
increases, the car-hauling industry faced significant pricing
pressure from the large auto manufacturers, which represent a
majority of the company's revenues, and increasing labor costs.
Additionally, high fuel prices hurt Allied's performance, despite
implementation of fuel surcharges.  As a result the company's
earnings and cash flow measures were extremely weak with EBITDA
interest coverage of about 1x and funds from operations to debt at
around 6% as of March 31, 2005.

"Although the most recent company financial report dates back to
the first quarter of 2005 [March 2005], we believe Allied's
earnings and cash are substantially short of the company's
business plan," said Standard & Poor's credit analyst Eric
Ballantine.  Liquidity was believed to be very thin, because of
poor cash flow generation, and the company recently filed its
eighth bank amendment to cure certain bank covenant violations.


AMERICAN MEDICAL: List of 20 Largest Unsecured Creditors
--------------------------------------------------------
American Medical Enterprises, Inc., dba AME Laboratories, released
a list of its 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Judy Rowley Duncan            Judgment                $1,500,662
c/o Kay Davenport
115 West Ferguson Street
Tyler, TX 75702-7203

AME ESOP                      Loan                    $1,288,000
4321 Brownfield Highway
Lubbock, TX 79407

Abbot Laboratories            Goods & Services           $87,420
P.O. Box 100997
Atlanta, GA 30384-0997

Biomerieux                    Goods & Services           $67,740

DRL Labs                      Goods & Services           $60,055

Kay Davenport                 Attorney fees              $50,000

Bayer Healthcare LLC          Goods & Services           $40,760

Beckman Coulter, Inc.         Goods & Services           $37,317

Baylor All Saints             Goods & Services           $31,379

Labsco                        Goods & Services           $27,711

Wadley Regional Medical       Goods & Services           $23,176
Center

Citicorp Vendor Finance       Goods & Services           $22,558

Medical Center of Plano       Goods & Services           $22,419

Biorad Laboratories           Goods & Services           $21,010

Specialty Laboratories        Goods & Services           $20,962

Presbyterian Hospitals        Goods & Services           $16,072

ETMC Jacksonville             Goods & Services           $14,966

Mesquite Medical Center       Goods & Services           $14,268

Hillcrest Baptist             Goods & Services           $13,796

Longview Regional Medical     Goods & Services           $13,638

Headquartered in Houston, Texas, American Medical Enterprises,
Inc., dba AME Laboratories, -- http://www.amelaboratories.com/--  
owns and operated medical laboratories in Lubbock and Tyler,
Texas.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. S.D. Tex. Case No. 05-38729).  Barbara Mincey Rogers,
Esq., at Waldron & Schneider, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $2,281,949 and total
debts of $4,660,838.


AMERICAN NATURAL: Issues 4.2 Million Common Shares
--------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) has sold
an aggregate of 4,202,636 shares of its common stock for an
aggregate cash consideration of $504,316 through July 29, 2005.

The securities were issued in reliance upon the exemption from the
registration requirements of the US Securities Act of 1933, as
amended, afforded by Regulation D and Section 4(2) and pursuant to
Regulation S under the Act.  

The shares sold may not be reoffered or resold by the purchasers
absent registration under the Act or an applicable exemption from
the registration requirements of the Act.  In addition, the shares
are subject to a hold period and, subject to compliance with the
requirements of the Act, may not be traded until Nov. 30, 2005,
except as permitted by Canadian securities legislation and the TSX
Venture Exchange.  The proposed sale of the shares was previously
announced on May 18, 2005.  The Company proposed to use the
proceeds to fund drilling activities and for working capital
purposes.

American Natural Energy Corporation is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
The company operates in St. Charles Parish, Louisiana.  Since
December 31, 2001, the Company has engaged in several
transactions, which it believes will enhance its oil and natural
gas development, exploitation and production activities and our
ability to finance further activities.   ANEC is publicly traded
on the TSX Venture Exchange as ANR.U.

At Mar. 31, 2005, American Natural Energy Corporation's balance
sheet showed a $10,991,124 stockholders' deficit, compared to a
$9,596,356 deficit at Dec. 31, 2004.

                     Going Concern Doubt

PricewaterhouseCoopers, LLP, expressed substantial doubt about
American Natural Energy Corporation's ability to continue as a
going concern after it audited the Company's financial statements
for the year ended Dec. 31, 2004.  The auditing firm points to the
Company's accumulated deficit and working capital deficiencies.

The Company experienced a net loss of $1.5 million in the three
month period ended March 31, 2005, and has a working capital
deficiency and an accumulated deficit at March 31, 2005, all of
which lead to questions concerning its ability to meet its
obligations as they come due.  The Company also has a need for
substantial funds to develop oil and gas properties and repay
borrowings.  Historically the Company has financed its activities
using private debt and equity financing.  American Natural
Energy has no line of credit or other financing agreement
providing borrowing availability.  As a result of the losses
incurred and current negative working capital and other matters
described, there is no assurance that the carrying amounts of its
assets will be realized or that liabilities will be liquidated or
settled for the amounts recorded.


AMERUS GROUP: Fitch Holds BB+ Rating on Trust-Preferred Issue
-------------------------------------------------------------
Fitch Ratings assigned a 'BBB' rating to the $250 million AmerUs
Group Co. senior debt issuance maturing in 2015.  The Rating
Outlook is Stable.

The proceeds from the debt offering will be used to redeem the
optionally convertible equity-linked accreting notes, which became
callable after AmerUs stock closed above $47.85 for 20 of 30
consecutive trading days.  The balance of the proceeds will be
used to repay the outstanding balance on a revolving line of
credit, which was drawn down to retire $125 million in maturing
senior debt in June.

The three notch gap between AmerUs's insurer financial strength
and long-term issuer ratings reflects the level of financial
leverage, as well as pretax earning's ability to cover interest
payments.

According to Fitch's calculations, pro forma June 30, 2005 equity-
adjusted debt-to-total capital at AmerUs was 20%.  The financial
leverage calculation eliminated the OCEANs and the bank debt
outstanding at the time.

AmerUs Group Co.'s fixed-charge coverage was 7.5 times (x) in
2004, eliminating realized/unrealized investment gains from the
earnings figure.  This level of fixed-charge coverage is
considered solid and remains an important component in AmerUs
Group Co.'s debt ratings.

Fitch expects AmerUs to meet management's guidance for
profitability as measured by GAAP ROE of 12%, adjusted debt-to-
total capital below 25%, and NAIC risk-based capital in excess of
300% of the company action level.

AmerUs Group Co., an insurance holding company, is headquartered
in Des Moines, Iowa and reported total assets of $24 billion and
stockholders' equity of $1.7 billion at June 30, 2005.

These debts have Stable Rating Outlooks by Fitch:

   AmerUs Group Co.

     -- Senior notes assigned 'BBB';
     -- OCEANs remain 'BBB-';
     -- PRIDES remain 'BBB'.

   AmerUs Capital I

     -- Trust-preferred remains 'BB+'.

   AmerUs Life Insurance Co.

     -- Surplus note remains 'BBB+';
     -- Insurer financial strength remains 'A'.

   Indianapolis Life Insurance Co

     -- Surplus note remains 'BBB+';
     -- Insurer financial strength remains 'A'.

   American Investors Life Insurance Co.

     -- Insurer financial strength remains 'A'.

   Bankers Life Insurance Co. of New York

     -- Insurer financial strength remains 'A'.


ARCAP: S&P Places Low-B Ratings on Four Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ARCap 2005-RR5 Resecuritization Inc.'s $313.4 million
CMBS pass-through certificates series 2005-RR5.

The preliminary ratings are based on information as of July 29,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 26 classes of
pass-through certificates from 17 CMBS transactions and one Re-
REMIC transaction.  Of the 26 classes of certificates, 21 (76.5%
of the collateral) are conduit CMBS certificates and five (23.5%
of the collateral) are Re-REMIC certificates.  All of the Re-REMIC
certificates in the transaction were previously retained by ARCap
REIT Inc. from its prior ARCap 2004-RR3 transaction. Of the 17
underlying CMBS deals represented in the current transaction, 13
of the same deals were included in the ARCap 2004-RR3 transaction.

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

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/
      
      
                    Preliminary Ratings Assigned
                 ARCap 2005-RR5 Resecuritization Inc.
    
        Class    Rating     Preliminary          Recommended
                               amount         credit support(%)
        -----    ------     -----------       -----------------      
        A-1      AAA        $26,100,000                  91.670
        A-2      AAA        $26,100,000                  83.340
        A-3      AAA        $26,150,000                  75.000
        B        AAA        $21,938,000                  68.000
        C        AA         $21,938,000                  61.000
        D        AA          $3,134,000                  60.000
        E        A+         $12,536,000                  56.000
        F        A-          $9,402,000                  53.000
        G        BBB+        $9,402,000                  50.000
        H        BBB        $15,670,000                  45.000
        J        BBB-        $6,268,000                  43.000
        K        BB+         $9,402,000                  40.000
        L        BB+         $9,402,000                  37.000
        M        BB          $9,402,000                  34.000
        N        BB          $9,402,000                  31.000
        O        N.R.       $97,155,127                     N/A
        X*       N.R.       $78,350,000                     N/A
     
            * Interest-only class with a notional amount.
            N.R. -- Not rated.
            N/A -- Not applicable.


AURA SYSTEMS: Court Approves $1.2 Million Interim Financing
-----------------------------------------------------------
Aura Systems, Inc. (OTCBB: AURA) secured approval from the U.S.
Bankruptcy Court for the Central District of California of a
$1.2 million interim financing from an undisclosed lender.  The
company has resumed normal day-to-day operations subject to
supervision by the bankruptcy court and will continue to deliver
product to customers.   

The Court will convene a hearing on Aug. 30, 2005, to consider
approval of a final DIP financing.  

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


BEAR STEARNS: Fitch Assigns BB Rating on $13.29MM of Certificates
-----------------------------------------------------------------
SACO I Trust asset-backed certificates, series 2005-5, composed of
2 groups, are rated by Fitch Ratings:

   Group I

     -- $391.45 million class I-A 'AAA';
     -- $56.57 million class I-M-1 'AA';
     -- $12.45 million class I-M-2 'AA-';
     -- $13.01 million class I-M-3 'A+';
     -- $10.75 million class I-M-4 'A';
     -- $9.05 million class I-M-5 'A-';
     -- $10.18 million class I-B-1 'BBB+';
     -- $8.49 million class I-B-2 'BBB';
     -- $7.07 million class I-B-3 'BBB';
     -- $13.29 million class I-B-4 'BB'.

   Group II

     -- $129.19 million class II-A 'AAA';
     -- $13.81 million class II-M-1, II-M-2, II-M-3 'AA+';
     -- $2.86 million class II-M-4 'AA';
     -- $2.61 million class II-M-5 'AA-';
     -- $2.53 million class II-M-6 'A+';
     -- $2.04 million class II-M-7 'A';
     -- $1.96 million class II-M-8 'A-';
     -- $1.63 million class II-M-9 'BBB+';
     -- $1.55 million class II-B-1 'BBB';
     -- $1.55 million class II-B-2 'BBB-'.

Group I mortgage loans consist of fixed-rate, conventional,
closed-end subprime mortgage loans that are secured by second
liens on one-to-four-family residential properties.  Group II
loans consist of home equity lines of credit loans made under
certain home equity revolving credit loan agreements secured by
first- and second-lien mortgages on one- to four-family
residential properties with initial five-year, 10-year or 15-year
draw periods limited to interest-only payments, generally followed
by a 20-year amortized repayment period.

The Group I 'AAA' rating on the senior certificates reflects the
30.80% credit enhancement provided by the 10.00% class I-M-1,
2.20% class I-M-2, 2.30% class I-M-3, 1.90% class I-M-4, 1.60%
class I-M-5, 1.80% class I-B-1, 1.50% class I-B-2, 1.25% class I-
B-3, and 2.35% privately held class I-B-4, as well as 5.90% over-
collateralization.

The Group II 'AAA' rating on the senior certificates reflects the
20.94% credit enhancement provided by the 3.45% class II-M-1,
3.05% class II-M-2, 1.95% class II-M-3, 1.75% class II-M-4, 1.60%
class II-M-5, 1.55% class II-M-6, 1.25% class II-M-7, 1.20% class
II-M-8, 1.00% class II-M-9, 0.95% class II-B-1, and 0.95% class
II-B-2, as well as 2.24% OC.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal and financial
structures, and EMC Mortgage Corporation's servicing capabilities
as master servicer.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $565,680,964.  The weighted average mortgage
rate is approximately 10.532% and the weighted average remaining
term to maturity is 210 months.  The average cut-off date
principal balance of the mortgage loans is $44,388.  The weighted
average original loan-to-value is 97.95%.  The properties are
primarily located in California (22.30%), Florida (9.56%), Georgia
(8.40%), Arizona (8.08%), and Texas (5.78%).

As of the cut-off date, the Group II HELOC mortgage loans have an
aggregate balance of $163,413,106.  The weighted average current
coupon is 7.677% and the weighted average remaining term to
maturity is 307 months.  The average drawn balance is $49,806.  
The average credit limit is $57,474. The weighted average credit
limit utilization rate is 89.52% and the weighted average current
credit score is 718.

The principal originators of the Group I loans are: SouthStar
Funding, LLC, with respect to 15.67% of the group I loans, and
Finance America, LLC, with respect to 13.11% of the group I loans.
The remainder of the group I loans were originated by various
originators.

The principal originators of the Group II HELOC loans are: Quicken
Loans Inc, with respect to approximately 61.37% of the Group II
HELOC loans; Impac Funding Corporation, with respect to
approximately 12.40% of the group II loans, Plaza Home Mortgage
Inc., with respect to approximately 12.19% of the group II HELOC
loans; and GreenPoint Mortgage Funding, Inc., with respect to
approximately 10.91% of the group II HELOC loans. The remainder of
the group II HELOC loans were originated by various originators.


BOSTON COMMS: Placing $41 Million in Escrow for Patent Lawsuit
--------------------------------------------------------------
Boston Communications Group, Inc. (Nasdaq: BCGI) entered into a
Funding of Security for Appeal Agreement with Cingular Wireless
LLC, a co-defendant in a patent infringement action currently
pending before the U.S. District Court for the District of
Massachusetts.  The lawsuit was filed by Freedom Wireless, Inc.,
against:

  -- Boston Communications,
  -- AT&T Wireless PCS
  -- Airtouch Communications, Inc.
  -- Alltel Communications Products, Inc.
  -- Bell Atlantic Mobile
  -- Bellsouth Cellular, Corp.
  -- Bellsouth Mobility, Inc.
  -- CMT Partners
  -- Primeco Personal Communications, L.P.
  -- Rogers Wireless, Inc.
  -- Southwestern Bell Mobile Systems, Inc.
  -- Western Wireless Corporation
  -- Cingular Wireless LLC

on Oct. 30, 2000 (Case No. 00-12234).  This agreement is subject
to mutual acceptance of an escrow agent and related escrow terms.

                     Terms of the Agreement

Under the terms of the Agreement, the Company has agreed to place
$41 million into escrow as security in the event that a bond or
other security must be posted for more than $41 million.  

If a final judgment in the lawsuit is rendered against the Company
and its co-defendants, and the joint and several damages exceed
$41 million, Cingular has agreed to post security through an
appeal bond in exchange for placing the funds into escrow.  
Cingular has also agreed to dismiss, without prejudice, the action
filed by Cingular against bcgi in May 2005.  Cingular originally
filed this action in an effort to enforce Cingular's indemnity
rights against bcgi as a result of the Freedom Wireless verdict.  

The agreement is expected to allow bcgi to proceed with an appeal
and potentially avoid exposure to bankruptcy while the appeal is
pending, in the event that a final judgment against bcgi is
rendered for damages of more than $41 million, without any
requirement for bcgi to post additional security.  

The agreement may be terminated by either party and all or a
portion of the $41 million in escrow may be disbursed back to
bcgi, prior to the filing of a bond or other security if:

   -- the Freedom lawsuit is settled, dismissed or satisfied;

   -- the final judgment ruling in the lawsuit is against the
      defendants but damages are awarded for less than
      $41 million; or

   -- bcgi commences bankruptcy, receivership or a similar
      insolvency proceeding.

Cingular is not obligated to provide the security for the payment
of any portion of the damages for which Cingular is not jointly
and severally liable.

                  Freedom Wireless Litigation

The non-jury trial on inequitable conduct concluded on July 26,
2005, and the Court has ordered the parties to file findings and
conclusions with the Court on Aug. 15, 2005.  The Company intends
to file motions for judgment as a matter of law and a motion for a
new trial or, in the alternative, a reduction in the damages
awarded by the jury.  The Company expects that the Court will rule
on each of these matters in addition to determining the final
judgment on the case in due course, sometime after Aug. 15, 2005.  

If the Court rules in favor of bcgi and its co-defendants in the
non-trial, the patents held by Freedom Wireless would become
unenforceable, a decision that Freedom Wireless may choose to
appeal.

If the Court rules against bcgi and the co-defendants in the non-
jury trial:

   -- the Court could reduce the amount of the $128 million jury
      verdict based on the Company's expected motion for a
      reduction in the damages.  However, the Court could also
      increase the damages, up to three times the award plus
      attorneys' fees.  Interest as well as damages from Jan. 1,
      2005 to the date of the judgment could also be applied to
      the damages award.  The Court could also enter an injunction
      against use of the allegedly infringing technology.  The
      entry of such an injunction could substantially impair
      bcgi's business and its ability to continue to provide its
      prepaid wireless or Real-Time Billing service bureau as
      currently offered in the United States.

   -- the Company expects to appeal the Court's decision to the
      Court of Appeals for the Federal Circuit.  The Company has
      engaged the law firm of Finnegan, Henderson, Farabow,
      Garrett & Dunner, L.L.P to represent the Company in the
      appeal.

   -- the Court may require the Company to provide collateral or
      post a bond to stay execution of the Court's judgment and
      any injunction that the Court may enter, pending resolution
      of the appeal.  The bond required to stay execution of the
      money judgment is ordinarily 110% of the final judgment,
      unless otherwise ordered by the Court.  Depending on the
      amount of the final judgment, this could exceed bcgi's
      ability to pay.  If the Company is unable to provide
      adequate collateral or to post a sufficient bond or is
      enjoined during the appeals process, or if the Company is
      unable to get an adverse judgment reversed and is unable to
      negotiate a commercially acceptable license with Freedom
      Wireless to allow bcgi to continue to provide its products
      and services, then it will not be possible for the Company
      to provide the prepaid wireless or Real-Time Billing service
      bureau as currently offered in the United States.  In that
      event, the Company may not be able to continue its ongoing
      operations or may need to seek protections under Chapter 11
      of the Bankruptcy Code.

The parties have not been able to reach a settlement, even through
court-ordered mediation.

While the Company does not believe that it infringes these patents
and believes that the patents are invalid in light of prior art
and other reasons, in light of the adverse jury verdict, the
Company believes it is probable that a loss contingency exists.

Boston Communications Group, Inc. (Nasdaq: BCGI) --
http://www.bcgi.net/-- develops products and services that enable  
wireless operators to fully realize the potential of their
networks.  bcgi's access management, billing, payment and network
solutions help operators rapidly deploy and manage innovative
voice and data services for subscribers. Available as licensed
products and fully managed services, bcgi's solutions power
carriers and enable MVNOs with market-leading implementations of
prepaid wireless, postpaid billing, wireless account funding and
m-commerce. bcgi was founded in 1988 and is listed on the Russell
2000 index.


BOWNE & CO: Adopts Plan to Repurchase $35 Million of Common Stock
-----------------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE) entered into a Rule 10b5-1 trading
plan with a broker to facilitate the repurchase of up to
$35 million of its shares of common stock under its previously
announced stock repurchase program.

Rule 10b5-1 allows a company to purchase its shares at times when
it otherwise might be prevented from doing so under insider
trading laws or because of self-imposed trading blackout periods.   
The shares to be repurchased under the company's 10b5-1 plan would
be part of the stock repurchase program approved by the Bowne
Board of Directors in December 2004 to repurchase up to
$75 million of its common stock over a two-year period.  

Under the company's authorized $75 million stock repurchase
program, 2,696,161 shares of its common stock were repurchased
pursuant to an overnight share repurchase plan entered into with
Banc of America in the fourth quarter 2004 for $40 million.  Final
settlement under the overnight share repurchase plan occurred on
May 24, 2005, and the company has made no further share
repurchases since such date.

The 10b5-1 share purchase period commenced yesterday, Aug. 1,
2005.  Purchases will be effected by a broker and will be based
upon the guidelines and parameters of the 10b5-1 plan.  The
aggregate amount of shares purchased pursuant to the plan will not
exceed $35 million (excluding commissions, taxes and other charges
and expenses).  There is no guarantee as to the exact number of
shares that will be repurchased under the stock repurchase
program, and the company may discontinue purchases at any time.  
Repurchased shares would be returned to the status of authorized
but un-issued shares of common stock.

Founded in 1775, Bowne & Co., Inc. -- http://www.bowne.com/-- is  
a global leader in providing high-value solutions that empower its
clients' communications.  Bowne & Co. combines its capabilities
with superior customer service, new technologies, confidentiality
and integrity to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language,
anywhere in the world.

                        *     *     *

Bowne & Co.'s 5% convertible subordinated notes due Oct. 1, 2033,
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


BOWNE & CO: Earns $4 Million of Net Income in Second Quarter
------------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE) reported 2005 second quarter
earnings from continuing operations of $7.8 million, compared to
earnings of $9.7 million for the second quarter of 2004.  Revenue
was $205 million in the second quarter, compared to $204 million
in the comparable quarter of 2004.  

Financial Print revenue for the second quarter of 2005 increased
$3.1 million quarter-over-quarter, the result of increased
compliance reporting and mutual fund revenue.  The 2005 and 2004
results from continuing operations exclude Bowne Global Solutions,
which is to be sold to Lionbridge Technologies, and the 2004
results exclude Bowne Business Solutions.

For the six months ended June 30, 2005, income from continuing
operations was $12.0 million, versus $12.9 million for the same
period last year.  Revenue for the six months ended June 30, 2005
was $373.2 million, down 2% from $382.3 million reported in 2004,
the result of a 16% decline in transactional financial print,
which was offset by a 7% increase in non-transactional revenue.  

"The second quarter was an important time for us in terms of our
strategic direction as a company," said Bowne Chairman and Chief
Executive Officer Philip E. Kucera.  "With the pending sale of
Bowne Global Solutions, we will sharpen our focus on growing our
financial print and digital print businesses, which are core to
our strategy."

David J. Shea, Bowne President and Chief Operating Officer, added,
"We're pleased that our non-transactional business continues to
perform well.  However, in light of the continuing decline in
overall transactional filings, we are cautious about the remainder
of the year."

Bowne Financial Print

For the second quarter, Financial Print reported revenue of
$197.6 million, compared to $194.5 million for the same period
last year.  Offsetting a transactional revenue decrease of 10%,
non-transactional revenue, which includes mutual fund and
compliance revenue, increased 8% over 2004.  Segment profit for
the quarter, as a percentage of revenue, was 14.7%, compared to
16.1% for the same period in 2004.

Litigation Solutions

Litigation Solutions' second quarter and year-to-date revenue
decreased $2.1 and $2.6 million, respectively, from last year;
however, segment profit increased $0.3 million as compared to the
first quarter of 2005 and $0.5 million year-over-year.  

Bowne Global Solutions

The 2005 and 2004 results from continuing operations exclude Bowne
Global Solutions, which the Company has agreed to sell, and is
reported as a discontinued operation.  In addition, the 2004
results from continuing operations exclude Bowne Business
Solutions, which is also reported as a discontinued operation.  

Including the discontinued operations, net income for the 2005
second quarter was $4 million, compared to $11.2 million in the
same period in 2004.  The results of discontinued operations in
2005 include numerous expenses specifically related to the sale of
BGS, including certain transaction costs and tax expenses.   
Segment profit for BGS for the three and six-month periods ended
June 30, 2005 was $5.8 million and $8.1 million, respectively,
compared to $3.4 million and $5.4 million for the three and six-
month periods ended June 30, 2004.

                Overnight Share Repurchase Program

Bank of America Securities completed the Overnight Share
Repurchase program on May 24, 2005, and after giving effect to the
final settlement and a price adjustment in the form of additional
shares, the Company had effected the purchase of a total of
2,696,161 shares at an average price of $14.85. To date, the
Company has not made any purchases under its previously announced
$35 million open market purchase program.

Days sales outstanding increased to 66 days at June 30, 2005 from
64 days at June 30, 2004.  Net cash used in operations for the
period ended June 30, 2005 was $41.3 million versus net cash used
in operations of $17.6 million in 2004.  Net debt at June 30, 2005
was $47.8 million compared to net debt of $143.6 million in June
2004.  Financial Print work-in-process inventory was $29.0 million
at June 30, 2005, compared to $20.8 million at June 30, 2004 and
$16.8 million at December 31, 2004. Corporate spending decreased
$0.6 million from 2004.

Founded in 1775, Bowne & Co., Inc. -- http://www.bowne.com/-- is  
a global leader in providing high-value solutions that empower its
clients' communications.  Bowne & Co. combines its capabilities
with superior customer service, new technologies, confidentiality
and integrity to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language,
anywhere in the world.

                        *     *     *

Bowne & Co.'s 5% convertible subordinated notes due Oct. 1, 2033,
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


CANADIAN HOTEL: Debenture Redemption Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings,
including the 'BB-' long-term issuer credit rating, on Canadian
Hotel Income Properties Real Estate Investment Trust by agreement
with the issuer.  CHIP's Series B unsecured debenture
(C$50 million, 7.79% senior unsecured) was redeemed on June 10,
2005, and refinanced with secured mortgage debt.  CHIP currently
has one remaining series of debentures with C$4.8 million
outstanding (Series A, 7.70% senior unsecured due Feb. 4, 2008).
At the time of withdrawal, the credit profile of the issue
outstanding continues to perform within the range of expectations
and assumptions incorporated into the current rating.  The ratings
have been withdrawn at the request of management.


CEDAR PARK: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cedar Park Properties, L.L.C.
        1490 East Whitestone Boulevard, Suite 200
        Cedar Park, Texas 78613

Bankruptcy Case No.: 05-14359

Chapter 11 Petition Date: July 29, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  919 Congress Avenue, Suite 1500
                  Austin, Texas 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Stoker Management, Inc.                           $6,699
dba Jani-King of Austin
11940 Jollyville Road, #220 South
Austin, TX 78759

Pedernales Electric Cooperative                   $3,312
P.O. Box 1
Johnson City, TX 78636

K.I.S.S., Inc.                                    $2,270
13498 Pond Springs Road, Building A
Austin, TX 78729

Otis Elevator                                       $524
P.O. Box 730400
Dallas, TX 75373


CITICORP MORTGAGE: Fitch Places B Rating on $541K Class B Certs.  
----------------------------------------------------------------
Fitch Ratings rates these Citicorp Mortgage Securities, Inc.'s
REMIC pass-through certificates, series 2005-4:

     -- $527,185,494 classes IA-1 through IA-8, IIA-1, IIIA-1
        through IIIA-4 and A-PO certificates (senior certificates)
        'AAA';

     -- $7,570,000 class B-1 'AA';

     -- $2,163,000 class B-2 'A'

     -- $1,352,000 class B-3 'BBB';

     -- $1,081,000 class B-4 'BB';

     -- $541,000 class B-5 'B'.

The $811,512 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by the 1.40% class B-1, the 0.40% class B-
2, the 0.25% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.15% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

The mortgage loans have been divided into three pools of mortgage
loans.  Pool I, with an unpaid aggregate principal balance of
$363,006,457, consists of 677 recently originated, 25-30 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (39.78%)
and New York (14.29%).  The weighted average current loan to value
ratio of the mortgage loans is 67.58%.  Condo properties account
for 7.45% of the total pool and co-ops account for 4.84%.

Cash-out refinance loans represent 24.8% of the pool and there are
no investor properties.  The average balance of the mortgage loans
in the pool is approximately $536,199.  The weighted average
coupon of the loans is 5.922% and the weighted average remaining
term to maturity is 358 months.

Pool II, with an unpaid aggregate principal balance of
$94,471,655, consists of 176 recently originated, 12-15 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (25.17%)
and New York (8.30%).  The weighted average CLTV of the mortgage
loans is 57.15%.  Condo properties account for 6.18% of the total
pool and co-ops account for 2.69%.  Cash-out refinance loans
represent 30.02% and there are no investor properties.  The
average balance of the mortgage loans in the pool is approximately
$536,771.  The WAC of the loans is 5.442% and the WAM is 177
months.

Pool III, with an unpaid aggregate principal balance of
$83,225,894, consists of 159 recently originated, 30 year fixed-
rate relocation mortgage loans secured by one- to four-family
residential properties located primarily in California (19.04%)
and New York (8.02%).  The weighted average CLTV of the mortgage
loans is 73.57%.  Condo properties account for 5.0% of the total
pool.  There are no co-op, cash-out refinance loans or investor
properties.  The average balance of the mortgage loans in the pool
is approximately $523,433. The WAC of the loans is 5.532% and the
WAM is 356 months.

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/

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association 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.


CITIGROUP MORTGAGE: Fitch Puts Low-B Rating on Two Cert. Classes
----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc., mortgage pass-
through certificates, series 2005-3:

   Loan Group II

     -- $791,898,100 classes II-A1, II-A2, II-A2A, II-A2B, II-A3,
        II-A4, II-A4A-1, II-A4A-2, II-A4B-1, II-A4B-2 and II-R
       (senior certificates) 'AAA';

     -- $19,022,000 class II-B1 'AA';

     -- $5,789,000 class II-B2 'A';

     -- $3,722,000 class II-B3 'BBB';

     -- $2,068,000 privately offered class II-B4 'BB';

     -- $2,068,000 privately offered II-B5 'B'.

The privately offered II-B6 ($2,481,324) is not rated by Fitch.

The 'AAA' rating on the senior certificates on loan group II
reflects the 4.25% enhancement provided by the 2.30% class II-B1,
0.70% class II-B2, 0.45% class II-B3, 0.25% class II-B4, 0.25%
class II-B5 and 0.30% class II-B6.

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 Countrywide Home Loans Servicing
LP (rated 'RPS1' by Fitch), GMAC, (rated 'RPS1' by Fitch) and
Wells Fargo Bank, N.A. (rated 'RPS1' by Fitch), National City
(rated 'RPS2-' by Fitch) and the master servicing capabilities of
CitiMortgage, Inc., (rated 'RMS1-' by Fitch).

Group II will contain 1887 conventional, adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $827,048,424.

The mortgage loans will be divided into four additional subgroups,
loan group II-1, loan group II-2, loan group II-3 and loan group
II-4. All the mortgage loans were originated by Countrywide Home
Loans, Inc. Wells Fargo, National City and Quicken Loans, Inc and
were then acquired directly by Citigroup Global Markets Realty
Corp.

Group II-1 consists of 149 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$66,178,050.  The mortgage rates adjust every six months or 12
months commencing at the end of an initial fixed-rate period of
three years following origination. Approximately 5.14% of the
group II-1 mortgage loans have interest only periods of two years,
following the date of origination.  The average principal balance
of the loans in this pool is approximately $444,147.  The mortgage
pool has a weighted average original loan-to-value ratio of 68.1%.  
Rate/Term and cash-out refinance loans account for 32.72% and
14.47% of the pool, respectively.  The weighted average FICO score
is 727. The states with the largest concentrations are California
(23.14%), Illinois (8.37%) and Massachusetts (8.36%).

Group II-2 consists of 785 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$434,052,991.  The mortgage rates adjust every six months or 12
months commencing at the end of an initial fixed-rate period of
five years following origination.  Approximately 89.49% and 0.16%
of the group II-2 mortgage loans have interest only periods of one
year or two years, respectively, following the date of
origination.

The average principal balance of the loans in this pool is
approximately $552,933.  The mortgage pool has a weighted average
OLTV of 73.9%. Rate/Term and cash-out refinance loans account for
12.91% and 5.15% of the pool, respectively.  The weighted average
FICO score is 742. The states with the largest concentrations are
California (37.44%), Virginia (7.68%) and Florida (6.94%).

Group II-3 consists of 392 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$89,980,894.  The mortgage rates adjust every six months or 12
months commencing at the end of an initial fixed-rate period of
five years following origination.  Approximately 88.15% and 1.45%
of the group II-3 mortgage loans have interest only periods of one
year or two years, respectively, following the date of
origination.  The average principal balance of the loans in this
pool is approximately $229,543.  The mortgage pool has a weighted
average OLTV of 78.2%.  Rate/Term and cash-out refinance loans
account for 5.68% and 3.72% of the pool, respectively.  The
weighted average FICO score is 740.  The states with the largest
concentrations are California (15.73%), Florida (11.93%) and
Virginia (7.53%).

Group II-4 consists of 561 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$236,836,487.  The mortgage rates adjust every six months or 12
months commencing at the end of an initial fixed-rate period of
seven years following origination.  Approximately 78.62% and
10.62%of the group II-4 mortgage loans have interest only periods
of seven years or 10 years, respectively, following the date of
origination.  The average principal balance of the loans in this
pool is approximately $422,168.  The mortgage pool has a weighted
average OLTV of 74.4%. Rate/Term and cash-out refinance loans
account for 16.44% and 13.09% of the pool, respectively.  The
weighted average FICO score is 738.  The states with the largest
concentrations are California (27.98%), Florida (6.75%) and
Virginia (6.68%).

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/

U.S. Bank National Association will serve as trustee.  Citigroup
Mortgage Loan Trust Inc., 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
as multiple real estate mortgage investment conduits.


COMDIAL CORP: Court Okays Platzer Swergold as Panel's Lead Counsel
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Comdial Corporation
and its debtor-affiliates permission to employ Platzer, Swergold,
Karlin, Levine, Goldberg & Jaslow, LLP as its lead counsel.

Platzer Swergold will:

   a) advise and represent the Committee with respect to proposals
      and pleadings submitted by the Debtors or other parties-in-
      interest to the Court or the Committee;

   b) represent the Committee with respect to plan or plans of
      reorganization and disposition of the Debtors' assets
      proposed in the chapter 11 cases;

   c) assist the Committee in examination of the Debtors' affairs
      and a review of their operations;   

   d) attend hearings, drafting pleadings and advocate the
      positions that further the interests of the creditors
      represented by the Committee; and

   e) perform all other legal services that are in the best
      interests of the Committee, including the services
      delineated in Section 1103 of the Bankruptcy Code.

Sydney G. Platzer, Esq., a Partner of Platzer Swergold, is one of
the lead attorneys for the Committee.  

Mr. Platzer reports Platzer Swergold's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $395 - $595
      Associates           $150 - $395
      Paralegals              $125

Platzer Swergold assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market  
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


COMDIAL CORP: Jaspan Schlesinger Approved as Panel's Local Counsel
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Comdial Corporation
and its debtor-affiliates permission to employ Jaspan Schlesinger
Hoffman LLP as its local counsel.

Jaspan Schlesinger will:

   a) advise and represent the Committee in connection with
      proposals and pleadings submitted by the Debtors or other
      parties-in-interest to the Committee or the Court;

   b) assist the Committee in the examination and review of the
      Debtors' affairs and operations, and advise the Committee in
      the progress of the Debtors' chapter 11 cases;

   c) represent the Committee with respect to any plan or plan of
      reorganization and any sale or disposition of the Debtors'
      assets;

   d) attend hearings, drafting pleadings and advocate the
      positions taken by the Committee to further its interests in
      the Debtors' chapter 11 cases; and

   e) perform all other legal services that are consistent with
      its role as the Committee's local counsel.

Frederick B. Rosner, Esq., a Partner of Jaspan Schlesinger,
reports the Firm's professionals bill:

       Designation          Hourly Rate
       -----------          -----------
       Partners                $250
       Associates           $180 - $250
       Paralegals              $140       

Jaspan Schlesinger assures the Court that it does not represent
any interest materially adverse to the Committee, the Debtors or
their estates.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market  
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


COMM 2005-C6: S&P Puts Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2005-C6's $2.3 billion commercial mortgage pass-
through certificates series 2005-C6.

The preliminary ratings are based on information as of July 29,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-4, A-AB, A-5A, A-5B, A-1A,  A-J, B, C, D, and X-P are currently
being offered publicly.  Standard & Poor's analysis determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.54x, a beginning LTV of 95.4%, and an ending LTV of
86.9%.

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

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/
     
      
                  Preliminary Ratings Assigned
                          COMM 2005-C6
    
        Class    Rating     Preliminary          Recommended
                               amount         credit support(%)
        -----    ------     -----------       -----------------           
        A-1      AAA        $48,000,000                  20.000
        A-2      AAA       $185,500,000                  20.000
        A-3      AAA        $59,600,000                  20.000
        A-4      AAA        $35,500,000                  20.000
        A-AB     AAA        $71,900,000                  20.000
        A-5A     AAA       $800,596,000                  30.000
        A-5B     AAA       $114,371,000                  20.000
        A-1A     AAA       $513,040,000                  20.000
        A-J      AAA       $171,422,000                  12.500
        B        AA         $45,712,000                  10.500
        C        AA-        $20,000,000                   9.625
        D        A          $37,141,000                   8.000
        E        A-         $28,570,000                   6.750
        F        BBB+       $25,714,000                   5.625
        G        BBB        $25,713,000                   4.500
        H        BBB-       $22,857,000                   3.500
        J        BB+        $14,285,000                   2.875
        K        BB         $11,428,000                   2.375
        L        BB-         $5,714,000                   2.125
        M        B+         $14,285,000                   1.500
        N        B           $2,857,000                   1.375
        O        B-          $5,714,000                   1.125
        P        N.R.       $25,715,267                   0.000
        X-P*     AAA                TBD                     N/A
        X-C*     AAA     $2,285,634,267                     N/A
      
             * Interest-only class with a notional amount.
             N.R. -- Not rated.
             TBD -- To be determined.
             N/A -- Not applicable.


CONGOLEUM CORP: Wants Plan Filing Period Extended to Nov. 1
-----------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to further extend
their exclusive periods to:

   1) file a plan through November 1, 2005; and

   2) solicit acceptances of that plan through December 1, 2005.

As previously reported, the Debtors filed a modified plan of
reorganization and disclosure statement to incorporate certain
technical modifications to the plan filed in June.

The extension will allow the Debtors to have ample time to review
any objections to the plan and make any further modifications that
may be necessary to accommodate any objections.  In addition, it
will provide them stability in their operations and allow them to
maintain control of their reorganization efforts.

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


CONSECO INC: Moody's Reviews Junk Preferred Securities Rating
-------------------------------------------------------------
Moody's Investors Service placed the ratings on the bank debt and
mandatory convertible preferred securities of Conseco, Inc.
(Conseco, B2 bank debt rating) as well as the Ba1 insurance
financial strength ratings of Conseco, Inc.'s insurance
subsidiaries on review for possible upgrade.  Conseco Senior
Health Insurance Company was affirmed at Caa1 with a developing
outlook.

According to the rating agency, the review will focus on the
positive impact of the proposed refinancing on the company's
holding company financial flexibility as well as the company's
improved financial performance in terms of statutory earnings,
fixed charge coverage, and capital adequacy.  Moody's has
indicated that a ratings upgrade could result if Conseco achieved
the following financial metrics on a consistent basis:

   * Adjusted financial leverage of no greater than 30%;

   * Projected fixed charge coverage at the holding company of at
     least 2.25x;

   * RBC ratio on a consolidated basis of at least 300%, and RBC
     ratio of each statutory operating entity, excluding CSHIC, of
     at least 200%; RBC ratio of companies actively marketing
     insurance products of at least 250%.

   * 2005 combined statutory operating EBIT in the range of $180
     to $230 million

Longer term, in addition to meeting rating expectations, financial
metrics that could potentially drive the ratings upward include an
actual and projected cash coverage ratio greater than 2.5x.

Under the proposed refinancing, Conseco will raise approximately
$300 million from the issuance of a convertible debenture and use
the proceeds to reduce the current bank facility.  It is the
company's intention to amend the current $767 million senior bank
facility and reduce the principal amount outstanding to $475
million, as well as to add an $80 million revolving credit
facility.

In addition to attaining less restrictive financial covenants
under the company's amended $475 million credit facility, Moody's
noted that the proposed refinancing activities will reduce the
company's financing costs.  The company's financial leverage is
not expected to change materially as a result of these proposed
refinancing activities.

As part of its review, Moody's said that it will also evaluate the
notching between the subsidiary insurance financial strength
ratings (Ba1), the bank debt (B2), and the mandatory convertible
preferred stock (Caa2), given the possible ratings upgrade and the
planned issuance of convertible senior debt which represents a new
seniority level between this secured senior debt and the mandatory
convertible preferred securities.

According to Moody's, its decision to affirm CSHIC's Caa1
insurance financial strength rating with a developing outlook
reflects the continued uncertainty surrounding the company's
future earnings and operations, as well as its relatively low
capitalization levels.

These ratings were placed on review for upgrade:

   Conseco Insurance Company (formerly Conseco Annuity Assurance
   Company):

      * Ba1 insurance financial strength rating

   Bankers Life and Casualty Company:

      * Ba1 insurance financial strength rating at Ba1

   Conseco Health Insurance Company:

      * Ba1 insurance financial strength rating

   Colonial Penn Life Insurance Company:

      * Ba1 insurance financial strength rating:

   Conseco Life Insurance Company:

      * Ba1 insurance financial strength rating

   Washington National Insurance Company:

      * Ba1 insurance financial strength rating

   Conseco Inc.:

      * B2 bank credit facility
      * Caa2 mandatory convertible preferred securities

These rating was affirmed with a developing outlook:

   Conseco Senior Health Insurance Company:

      * Caa1 insurance financial strength rating.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of March 31, 2005, the company
reported total GAAP assets of approximately $30.7 billion and
shareholders' equity of $3.8 billion.


CREDIT SUISSE: Fitch Rates $900,000 Private Certificates at BB
--------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. mortgage
pass-through certificates, series 2005-7, are rated by Fitch
Ratings:

     -- $784.9 million classes I-A-1 through I-A-12, II-A-1   
        through II-A-6, III-A-1, IV-A-1 through IV-A-3, V-A-1,
        VI-A-1, AR, AR-L, I-X, II-X, C-X, PP, A-P, and C-P
        (senior certificates) 'AAA';

     -- $3.6 million class C-B-1 certificates 'AA';

     -- $2.1 million classes I-B-2 and C-B-2 certificates 'A';

     -- $1.5 million classes I-B-3 and C-B-3 certificates 'BBB';

     -- $0.9 million privately offered classes I-B-4 and C-B-4     
         certificates 'BB'.

The mortgage loans are separated into six loan groups.  Loan group
I generates cash flows for the class I-B certificates that support
the class I-A-1 through I-A-12, AR, AR-L, PP, a portion of A-P,
and I-X certificates.  Loan groups II and III are cross-
collateralized with the class D-B certificates that support the
class II-A-1 through II-A-6, III-A-1, a portion of A-P, a portion
of C-P, II-X, and a portion of C-X certificates.  Loan groups IV,
V, and VI are cross-collateralized with the class C-B certificates
that support the class IV-A-1 through IV-A-3, V-A-1, VI-A-1, a
portion of C-P, and a portion of C-X certificates.  The
certificates generally receive distributions based on collections
on the mortgage loans in the corresponding loan group or loan
groups.

The 'AAA' rating on the group I senior certificates reflects the
2.60% subordination provided by the 1.30% class I-B-1 (not rated
by Fitch), the 0.50% class I-B-2, the 0.30% class I-B-3, the 0.20%
privately offered class I-B-4, the 0.20% privately offered class
I-B-5 (not rated by Fitch), and the 0.10% privately offered class
I-B-6 (not rated by Fitch) certificates.

The 'AAA' rating on the group II and III senior certificates
reflects the 4.60% subordination provided by these classes, which
Fitch does not rate, including the 2.20% class D-B-1, the 0.80%
class D-B-2, the 0.50% class D-B-3, the 0.50% privately offered
class D-B-4, the 0.35% privately offered class D-B-5, and the
0.25% privately offered class D-B-6 certificates.

The 'AAA' rating on the group IV, V, and VI senior certificates
reflects the 1.94% subordination provided by the 1.20% class C-B-
1, the 0.20% class C-B-2, the 0.20% class C-B-3, the 0.10%
privately offered class C-B-4, the 0.15% privately offered class
C-B-5 (not rated by Fitch), and the 0.05% privately offered class
C-B-6 (not rated by Fitch) 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, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

The trust will contain six groups of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an approximate aggregate principal balance of
$807,692,680.

The mortgage loans in group I consist of 570 fixed-rate mortgage
loans with an aggregate principal balance of $315,464,409 as of
the cut-off date, July 1, 2005.  The mortgage pool has a weighted
average loan-to-value ratio of 64.7% with a weighted average
mortgage rate of 5.70%.  Cash-out refinance loans account for
39.4% and second homes 3.7%.  The average loan balance is $553,446
and the loans are primarily concentrated in California (46.6%),
Florida (6.0%), and New York (4.5%).

The mortgage loans in groups II and III consist of 792 fixed-rate
mortgage loans with an aggregate principal balance of $190,674,659
as of the cut-off date.  The mortgage pool has a weighted average
LTV of 66.3% with a weighted average mortgage rate of 6.06%.  
Cash-out refinance loans account for 44.3% and second homes 1.6%.
The average loan balance is $311,979, and the loans are primarily
concentrated in California (28.9%), New York (9.4%), and Florida
(9.2%).

The mortgage loans in groups IV, V, and VI consist of 539 fixed-
rate mortgage loans with an aggregate principal balance of
$301,553,611 as of the cut-off date.  The mortgage pool has a
weighted average LTV of 63.3% with a weighted average mortgage
rate of 5.52%.  Cash-out refinance loans account for 27.9% and
second homes 1.4%.  The average loan balance is $559,776, and the
loans are primarily concentrated in California (26.4%), New York
(8.4%), and Florida (6.5%).

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., a special purpose
corporation, deposited the loans in the trust that issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as multiple real estate mortgage
investment conduits.


CWALT INC: Fitch Puts Low-B Rating on Two Mortgage Cert. Classes
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2005-35CB:

     -- $703.2 million classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, PO and
        A-R certificates (senior certificates) 'AAA';

     -- $13.6 million class M certificates 'AA';

     -- $5.9 million class B-1 certificates 'A';

     -- $4.0 million class B-2 certificates 'BBB';

     -- $2.9 million class B-3 certificates 'BB';

     -- $2.6 million class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.20%
subordination provided by the 1.85% class M, the 0.80% class B-1,
the 0.55% class B-2, the 0.40% privately offered class B-3, the
0.35% privately offered class B-4 and the 0.25% 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 $492,662,132, 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 original loan-to-value ratio of
72.02%.  Approximately 43.99% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 717.  Cash-out refinance loans represent
42.42% of the mortgage pool and second homes 1.93%.  The average
loan balance is $167,743.  The three states that represent the
largest portion of mortgage loans are California (23.45%), Florida
(7.48%) and Arizona (4.97%).

Loan group 2 consists of 30-year fixed-rate interest only mortgage
loans totaling $208,999,561, 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
74.49%.  Approximately 31.25% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 722.  Cash-out refinance loans represent
32.76% of the mortgage pool and second homes 3.95%.  The average
loan balance is $207,135. The three states that represent the
largest portion of mortgage loans are California (16.08%), Florida
(8.94%) and Arizona (7.23%).

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 at http://www.fitchratings.com/

Approximately 76.37% and 23.63% 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.

CWALT 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 Places Low-B Rating on $1.8MM Class B Certs.
-------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates,
CHL Mortgage Pass-Through Trust 2005-J3:

    -- $367.7 million classes 1-A-1 through 1-A-7, 2-A-1 through
       2-A-7, PO, X, and A-R certificates (senior certificates)
       'AAA';

    -- $9.6 million class M certificates 'AA';

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

    -- $1.5 million class B-2 certificates 'BBB';

    -- $960,000 class B-3 certificates 'BB';

    -- $768,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 2.50% class M, the 0.65% class B-1,
the 0.40% class B-2, the 0.25% privately offered class B-3, the
0.20% privately offered class B-4 and the 0.25% 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 $209,395,407, 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 74.24%.

Approximately 25.52% of the loans were originated under a reduced
documentation program.  The weighted average FICO credit score is
approximately 738.  Cash-out refinance loans represent 33.26% of
the mortgage pool and second homes 6.26%.  The average loan
balance is $496,198.  The three states that represent the largest
portion of mortgage loans are California (42.43%), Florida (8.20%)
and New York (7.17%).

Loan group 2 consists of 30-year fixed-rate interest only mortgage
loans totaling $108,308,071, 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
73.89%. Approximately 35.31% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 735.  Cash-out refinance loans represent
34.42% of the mortgage pool and second homes 5.86%.  The average
loan balance is $508,489.  The three states that represent the
largest portion of mortgage loans are California (49.48%), New
York (7.19%) and Florida (5.97%).

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 at http://www.fitchratings.com/

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.


DOLLARAMA GROUP: S&P Rates $200 Million Senior Notes at B-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit and senior secured ratings on Dollarama Group
L.P.  At the same time, Standard & Poor's rated Dollarama's
$200 million senior subordinated notes 'B-'.  The outlook is
negative.

"The ratings on Dollarama Group L.P. reflect its very high
leverage and dependence on the Rossy family to continue to expand
the company," said Standard & Poor's credit analyst Don
Povilaitis.  These factors are partially mitigated by leading
market shares in the provinces of Ontario, Quebec, and in the
Maritimes, and a very competitive corporate store model with
consistent operating results.

Dollarama is Canada's largest chain of dollar stores, with 364
stores representing about 3.3 million square feet in total (9,000
square feet average), all corporate-owned and leased under the
Dollarama banner.  The company's market share of the dollar store
segment in Canada is about 41%, with leading shares in Quebec,
Ontario, and the Maritimes.

Dollarama has a leading position in the dollar store segment in
Canada, with a 41% national market share and a dominant position
in its home province of Quebec, where its 170-store network
outnumbers its nearest rival by more than 15 times.  The company
also has leading shares in Ontario and the Maritime provinces and
has begun to expand into western Canada.  Competition from the
mass channel is limited as companies such as Wal-Mart Stores Inc.
and Zellers are less willing to deal with dollar-store type
inventory, which is very labor intensive and is too cumbersome to
work well with traditional point-of-sale systems.  Consumers that
frequent dollar stores do so for reasons such as very low prices
and convenience, while those who shop the mass channel in stores
do so for competitive pricing across a more comprehensive range of
household staples.

In October 2004, Bain Capital purchased the Dollarama assets from
the Rossy family for C$1.015 billion, assuming an 80% equity
interest.  The purchase price represented about 10x unadjusted
EBITDA (last 12 months ended July 31, 2004) and almost 1.7x sales
(last 12 months ended July 31, 2004).  The equity is held at
Dollarama Capital Corp., while all debt is issued at Dollarama
Group L.P. All operating assets reside at operating subsidiaries
below Dollarama Group L.P.

Dollarama's profitability metrics have historically been very
consistent, and are a reflection of the company's successful
corporate store model.  Lease-adjusted operating margin of about
22% in fiscal 2005 (year ending Jan. 31) is strong for the current
rating and reflects the company's powerful procurement and
corporate store model.

Company founder Mr. Larry Rossy and his family still hold a 20%
equity interest in, and actively manage, the company. Mr. Rossy is
under contract for five years, as the company remains dependent on
him for continued growth.  The company has recently filled its CFO
position on a permanent basis.

The negative outlook reflects the very high leverage under which
the company must now operate in the context of a competitive
retailing landscape and the company's covenant restriction on
capital expenditures.  Although credit protection measures are
stable, any shortfall in cash flow could lead to a downgrade.  The
outlook could be revised to stable when material debt reduction
occurs, assuming operational consistency is maintained.


EAGLEPICHER INC: Secures Second Interim DIP Financing from Harris
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
extended EaglePicher Incorporated and its debtor-affiliates'
access to cash collateral and debtor-in-possession financing
provided by Harris N.A.  The second interim financing increases
the Company's credit from $50 million to $65 million and extends
the maturity to Aug. 1, 2006.  The funds will be used to meet
operating needs during the Debtors' restructuring process.

"This DIP financing agreement should provide adequate financial
resources to fund our post-petition supplier and employee
obligations and other operating requirements as EaglePicher moves
forward in its restructuring," said Bert Iedema, president and
chief executive officer for EaglePicher.

The Court will convene a final DIP hearing on Aug. 23, 2005, at
10:00 a.m.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
When the Debtors filed for protection from their creditors, they
listed $535 million in consolidated assets and $730 in
consolidated debts.


EDWARD COUVRETTE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Edward F. Couvrette
        565 Electric Road
        Salem, Virginia 24153

Bankruptcy Case No.: 05-72872

Chapter 11 Petition Date: July 29, 2005

Court: Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Richard E.B. Foster, Esq.
                  Magee Foster Goldstein & Sayers
                  P.O. Box 404
                  Roanoke, Virginia 24003
                  Tel: (540) 343-9800

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


EMMIS COMMS: Inks Settlement Pact on Spanish Broadcasting Lawsuit
-----------------------------------------------------------------
Emmis Communications Corporation (Nasdaq: EMMS) agreed to settle
its lawsuit against Spanish Broadcasting System.  As part of the
settlement agreement, SBS's KXOL-FM has vacated Emmis' broadcast
tower at Flint Peak (Glendale, California).  Emmis will dismiss
its lawsuit against SBS filed in California's U.S. District Court,
and SBS will withdraw its letter of complaint to the Federal
Communications Commission.

No further details were released by the company.

Emmis Communications Corporation -- http://www.emmis.com/-- an  
Indianapolis-based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations.  Emmis owns 23 FM and 2 AM domestic radio stations
serving the nation's largest markets of New York, Los Angeles and
Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and
Terre Haute, IN.  Emmis has recently announced its intent to seek
strategic alternatives for its 16 television stations, which could
result in the sale of all or a portion of its television assets.  
In addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary  
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on May 26, 2005,  
Standard & Poor's Ratings Services assigned its 'B-' rating to
Emmis Communications Corp.'s proposed $300 million senior  
unsecured floating-rate notes due 2012.  The rating was also  
placed on CreditWatch with negative implications.  Proceeds from  
the proposed transaction are expected to be used to fund share  
repurchases.  The radio and television broadcasting company had  
approximately $1.2 billion in debt outstanding at Feb. 28, 2005.

"The notes are rated two notches below the current 'B+' corporate  
credit rating, recognizing that this holding company obligation is
judged to be junior and to have relatively worse recovery  
prospects than operating company debt," said Standard & Poor's  
credit analyst Alyse Michaelson Kelly.


EMPRESAS ICA: $44 Million Debt Payment Prompts S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its long-term corporate
credit rating on Empresas ICA S.A. de C.V. to 'B' from 'B-'.  The
ratings have been removed from CreditWatch, where they were placed
with positive implications on July 22, 2005.  Standard & Poor's
also raised its long-term national scale rating on ICA to 'mxBBB-'
from 'mxBB+'.  The outlook for all ratings is stable.

The rating action follows a review of ICA's operating and
financial prospects by Standard & Poor's.  The rating action also
follows the recent approval by ICA's shareholders of a $230
million capital increase and the payment of the group's corporate
debt, which totaled around $44 million, in May 2005.

"The ratings assigned to ICA consider the company's position as
the largest engineering, construction, and procurement concern in
Mexico," said Standard & Poor's credit analyst Jose Coballasi.  
The ratings also reflect a more favorable operating and financial
performance and the improvements in ICA's capital structure and
maturity schedule.

Standard & Poor's expects that key financial measures and
liquidity will remain relatively weak as a result of the group's
investment program and working capital needs, particularly in El
Cajon.  The ratings are also constrained by the risk of operating
losses and swings in working capital associated with cost overruns
that have hurt the company's financial performance and liquidity
in the past.  The ratings also reflect the inherent cyclicality of
the construction industry and the company's dependence on
government spending in infrastructure to sustain its backlog.

ICA is the largest engineering, procurement, and construction
company in Mexico.  The company is engaged in a full range of
construction and related activities, involving the construction of
infrastructure facilities, as well as industrial, urban, and
housing construction.  In addition, the company is engaged in the
development and marketing of affordable housing and real estate;
the construction, maintenance, and operation of airports,
highways, bridges, and tunnels; and the management and operation
of water supply systems and solid waste disposal systems under
concessions granted by the governmental authorities.

Standard & Poor's believes that, in addition to the presence of
larger projects that allow the group to take advantage of
economies of scale, the steady improvement in ICA's financial
performance also reflects its:

    * efforts to improve profitability through significant
      workforce reductions,

    * more advanced risk management systems, and

    * investments in IT.

Nevertheless,

    * competition, mainly from foreign firms;

    * the increased use of fixed price contracts, which
      represent the bulk of ICA's backlog;

    * and thin margins, relative to other issuers,

continue to pose important challenges for the company.

Cost overruns, write-offs, provisions, and a number of
extraordinary charges underscore the difficulties experienced by
ICA in the past.  The risks associated with the inherent
cyclicality of the construction business and the dependence on
government spending are evident in the backlog for Mexico's
electric utilities and national oil company.

The ratings and stable outlook are predicated on the expectation
that ICA will complete the proposed equity issuance and will move
forward with its investment program.  The ratings also anticipate
that the group's investment program will be paired down if the
equity issuance falls short of the proposed amount.  The stable
outlook also reflects our expectations that ICA's leverage will
remain relatively high until 2007, when the El Cajon project will
be delivered.  A positive rating action would have to be preceded
by continued improvement in ICA's financial and operating
performance.  Standard & Poor's anticipates that during the next
two years, ICA's key financial measures will be comparable to
those posted by other issuers in the same rating category.


ENRON: Five Former EBS Officers Escape Conviction in Fraud Case
---------------------------------------------------------------
Three former officers of Enron Broadband Services, Inc., were
acquitted by a federal court jury.

According to The Associated Press, former EBS Chief Executive
Officer Joseph Hirko was acquitted of insider trading and money
laundering charges; former EBS Senior Vice President for Business
Development Scott Yeager was acquitted of conspiracy and security
and wire fraud charges; and former EBS Senior Vice President for
Engineering & Operations Rex Shelby was acquitted of insider
trading.

The jury was not able to reach a verdict on any counts involving
former EBS Vice President for Finance, Kevin Howard, and Senior
Accounting Director Michael Krautz.

The former executives were accused of deceiving investors about
Enron Broadband and making millions of dollars from their scam.

Bloomberg News reports that Judge Vanessa Gilmore of the U.S.
District Court for the Southern District of Texas declared
mistrials on those charges.

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)


FEDERAL-MOGUL: Gets Court Nod to Expand Scope of Hanly's Services
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Federal-Mogul Corporation and its debtor-affiliates permission to
expand Hanly Conroy Bierstein & Sheridan LLP's scope of employment
in order to litigate claims against certain entities engaged in
the management of pharmacy benefits.

Hanly Conroy will perform the additional services pursuant to a
contingency fee arrangement.

The firm will receive a 33-1/3% recovery of the gross amount, if
any, recovered by the U.S. Debtors, whether by litigation or
otherwise, in connection with their pursuit of PBM-related claims
against Medco.

The Atlanta firm of Herman Mathis Casey Kitchens & Gerel, LLP,
and other members of the Herman Mathis Group will serve as co-
counsel to Hanly Conroy.  Hanly Conroy and Herman Mathis will
share the 33-1/3% contingency fee, which is the limit of the
Debtors' fee obligation in the event of success.

Hanly Conroy and Herman Mathis will advance to the Debtors:

     -- all costs and disbursements associated with the additional
        services, including expenses in its own retention of
        highly specialized PBM auditors and other professionals in
        connection with the services; and

     -- cost of a professional audit of the Debtors' Medco
        relationship, estimated to range between $50,000 to
        $100,000.

Hanly Conroy will only recover its costs from the Debtors, in
addition to the contingency fees, in the event that the Debtors'
pursuit of the PBM claims against Medco is successful.  Hanly
Conroy will then share those fees and reimbursed costs with the
Herman Mathis Group and any other co-counsel that may be
associated by Hanly Conroy.

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


FIRST HORIZON: Fitch Assigns Low-B Rating on Two Cert. Classes
--------------------------------------------------------------
Fitch rates First Horizon Alternative Mortgage Securities mortgage
pass-through certificates, series 2005-AA7:

     -- $571.8 million classes I-A-1, I-A-2, I-A-R, II-A-1, and
        II-A-2 certificates (senior certificates) 'AAA';

     -- $14.2 million class B-1 certificates 'AA';

     -- $6.3 million class B-2 certificates 'A';

     -- $4.8 million class B-3 certificates 'BBB';

     -- $3 million class B-4 certificates 'BB';

     -- $2.7 million class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.5%
subordination provided by the 2.35% class B-1 , the 1.05% class
B-2, the 0.80% class B-3, the 0.50% privately offered class B-4,
the 0.45% privately offered class B-5, and the 0.35% privately
offered class B-6 (not rated by Fitch).  The classes B-1, B-2,
B-3, B-4, and B-5 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 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 the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

The certificates represent ownership interests in a trust fund
that consists of two pools of mortgage loans.  The senior
certificates whose class designations begin with I and II
correspond to Pools I and II, respectively.  Each of the senior
certificates generally receives distributions based on principal
and interest collected from mortgage loans in its corresponding
mortgage pool.

If on any distribution date a pool is undercollateralized and
borrower payments from the underlying loans are insufficient to
pay senior certificate principal and interest, borrower payments
from the other pool that would have been distributed to the
subordinate certificates will instead be distributed as principal
and interest to the undercollateralized group's senior
certificates.  The subordinate certificates will only receive
principal and/or interest distributions after all the senior
certificates receive all their required principal and interest
distributions.

Pool I consists of conventional, fully amortizing, adjustable-rate
mortgage loans secured by first liens on single-family residential
properties, substantially all of which have original terms to
maturity of 30 years.  The loans have an initial fixed interest
rate period of three years.  Thereafter, the interest rate will
adjust semi-annually based on the sum of Six-Month LIBOR index and
a gross margin specified in the applicable mortgage note.

Approximately 87.04% of the mortgage loans in Pool I have
interest-only payments scheduled for a period of 10 years
following the origination date of the mortgage loan.  Thereafter,
monthly payments will be increased to include principal and
interest payments to sufficiently amortize the loan over the
remaining term.  The aggregate principal balance of this pool is
$80,006,354 and the average principal balance is approximately
$252,386.

The mortgage pool has a weighted average original loan-to-value
ratio of 75.04% and the weighted average FICO is 721.  Rate/Term
and cash-out refinance loans account for 8.08% and 22.95% of the
pool, respectively.  Second homes represent 7.65% of the pool, and
investor occupancies represent 20.29% of the pool.  The states
with the largest concentrations are California (18.83%), Arizona
(13.98%), Virginia (8.94%), Florida (6.36%), Nevada (6.21%) and
Maryland (5.68%). All other states represent less than 5% of the
pool as of cut-off date.

Pool II consists of conventional, fully amortizing, adjustable-
rate mortgage loans secured by first liens on single-family
residential properties, substantially all of which have original
terms to maturity of 30 years.  The loans have an initial fixed
interest rate period of five years.  Thereafter, the interest rate
will adjust semi-annually based on the sum of Six-Month LIBOR
index and a gross margin specified in the applicable mortgage
note.

Approximately 86.87% of the mortgage loans in Pool II have
interest-only payments scheduled for a period of 10 years
following the origination date of the mortgage loan.  Thereafter,
monthly payments will be increased to include principal and
interest payments to sufficiently amortize the loan over the
remaining term.  The aggregate principal balance of this pool is
$525,064,897 and consists of conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties, substantially all of which have
original terms to maturity of 30 years.  The average principal
balance is approximately $239,865.

The mortgage pool has a weighted average OLTV of 74.85% and the
weighted average FICO is 724. Rate/Term and cash-out refinance
loans account for 8.77% and 25.08% of the pool, respectively.
Second homes represent 5.31%, and investor occupancies represent
20.96% of the pool.  The states with the largest concentration are
California (15.39), Virginia (12.10%), Arizona (10.67%), Maryland
(7.78%), Florida (6.18%) and Washington (5.88%).  All other states
represent less than 5% of the pool as of 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/

All the mortgage loans were originated or acquired in accordance
with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-AA7, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FIRSTFED CORP: High Losses Cue Fitch to Junk Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings has performed a review of the First Federal
Corporation Manufactured Housing Transactions.  First Federal
Savings and Loans Association converted its charter to a national
bank charter and changed its name to Signal Bank, N.A. To achieve
consistency among affiliated companies, the name of FirstFed Corp.
(the special purpose corporation used to facilitate the
securitization of manufactured housing contracts) was changed to
Signal Securitization Corp.  In December 2003, Clayton Homes Inc.
assumed the servicing responsibilities for the FirstFed portfolio.

The transactions reviewed pay principal due to senior bonds prior
to paying interest due to subordinate bonds.  Higher-than-expected
losses have caused significant interest shortfalls to various
subordinate bonds in the transactions.  While the structures allow
for interest shortfalls to be recovered in the future in the event
of sufficient excess spread, Fitch assessed the likelihood of the
bondholder receiving all interest due when determining the bond's
credit rating.  Based on the review, these rating actions have
been taken:

     -- Series 1996-1 class A is affirmed at 'AA-';
     -- Series 1996-1 class B is downgraded to 'CC' from 'B';
     -- Series 1997-1 class A is affirmed at 'AA-';
     -- Series 1997-1 class B is affirmed at 'BB+';
     -- Series 1997-2 class A is affirmed at 'AA';
     -- Series 1997-2 class B is downgraded to 'CCC' from 'B'.


GRUPO IUSACELL: June 30 Balance Sheet Upside-Down by Ps. 1.4 Bil.
-----------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL; BMV: CEL) recorded a
26.2% increase in net revenues, from Ps. 1.1 billion in the second
quarter of 2004 to Ps. 1.4 billion in the second quarter of 2005.  
For the first six months, Iusacell recorded a 24.0% increase from
Ps. 2.2 billion in the first half of 2004 to Ps. 2.8 billion in
the first half of 2005.

Operating income before depreciation and amortization increased
50.2% to Ps. 300 million in the second quarter of 2005, in
comparison with the Ps. 200 million recorded in the same period
the year before. For the first six months, Iusacell recorded a
67.7% increase in operating income before depreciation and
amortization from Ps. 338 million in the first half 2004 to Ps.
567 million in the first half of 2005.

                          Revenues

Revenues increased 26.2% to Ps. 1,423 million in the second
quarter of 2005, from Ps. 1,128 million in the same period of
2004, driven mainly by an increase in service revenue as a result
of a larger subscriber base, higher consumption per user and
revenues derived from exchange of capacity services provided to
Unefon. The Grupo Iusacell subscriber base at the end of the
second quarter of 2005 was 1.62 million.

                  Costs and Operating Expenses

Total cost and operating expenses increased by 16.3% and 31.3% to
Ps.743 million and Ps.380 million, respectively, compared to Ps.
639 million and Ps. 289 million for the same quarter last year.
The increase in total cost is mainly due to higher interconnection
cost and technical expenses, offset by a reduction in handset
subsidies. The increase in operating expenses is primarily due to
advertising costs related to the launching of new products and
special promotions and the increase in personnel expenses and
salaries due to the establishment of regional sales and customer
service structures in line with our strategy of providing the best
service to our clients.

Operating income before depreciation and amortization: Iusacell
recorded an operating income before depreciation and amortization
in the second quarter of 2005 of Ps. 300 million, representing a
50.2% increase compared to the Ps. 200 million recorded in the
second quarter of 2004.

                              Net Loss

The net loss of Ps. 34 million recorded in the second quarter of
2005 represented a 96.6% decrease compared to the net loss of Ps.
984 million recorded in the same period the year before. This
decrease was primarily due to a lower depreciation and
amortization and a foreign exchange gain of Ps. 414 million.

Grupo Iusacell, S.A. de C.V. (NYSE: CEL; BMV: CEL) is a wireless
cellular and PCS service provider in Mexico with a national
footprint. Independent of the negotiations towards the
restructuring of its debt, Iusacell reinforces its commitment with
customers, employees and suppliers and guarantees the highest
quality standards in its daily operations offering more and better
voice communication and data services through state-of-the-art
technology, such as its new 3G network, throughout all of the
regions in which it operates.

At June 30, 2005, Grupo Iusacell's balance sheet showed a Ps. 1.4
billion stockholders' deficit, compared to a Ps. 435.2 million
deficit at June 30, 2004.


GRUPO IUSACELL: Creditor Talks on Restructuring Pact Continue
-------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL; BMV: CEL) continues
negotiations with several of its creditors, seeking to obtain a
comprehensive restructuring agreement as soon as possible.

As reported in the Troubled Company Reporter on May 10, 2005, the  
Company received a notice dated March 21, 2005, from The Bank of  
New York, acting as trustee for the $350 million 14-1/4% notes due  
December 2006, informing that, due to Grupo Iusacell's non-payment  
of interest since June 1, 2003, an unspecified percentage of  
noteholders have requested the acceleration of principal and  
accrued interest on  the notes.  

                       Going Concern Doubt

Despacho Freyssinier Morin, S.C., completed its audit of Grupo   
Iusacell, S.A. de C.V.'s financial statements as of Dec. 31, 2004.    
In their audit opinion, the auditors express substantial doubt   
about the company's ability to continue as a going concern.  The   
auditors point to two items:  

  (A) The Company incurred in certain events of default related to   
      its debt originally issued at long-term, which entitled the   
      creditors with the right to request the immediate payment of   
      the principal and interest; also, one subsidiary of the   
      Company was sued before a New York Court.  Under these   
      circumstances, the Company classified its debt, originally   
      issued at long-term, as short-term liabilities, and as a   
      result, current liabilities exceeded current assets   
      by Ps.10,300.9 millions (constant Mexican pesos of Dec. 31,   
      2004); and   

  (B) The Company reported accumulated losses representing more   
      than two thirds of its capital stock, which, in accordance   
      with Mexican law is a cause of dissolution, and could be   
      among the assumptions provided by the Concurso Mercantil Law   
      in Mexico.  

                       Events of Default  

The Company has incurred in events of default under the agreements   
and/or instruments governing the loans which conform the Company's   
debt.  Such events relate, mainly, to the failure in the payment   
of the principal and the corresponding interest, to technical   
defaults and non compliance of financial ratios, and to the change   
of control of the Company that occurred when the former   
shareholders, Verizon Communications, Inc. (Verizon) and Vodafone   
Group Plc. (Vodafone), sold the majority equity shares to Movil   
Access, S.A. de C.V., as well as other defaults detailed in such   
notes.  These defaults entitled the creditors of most of the   
Company's debt to request the immediate payment of principal and   
corresponding accessories, in accordance with the executed   
agreements.  As a result of the above, and in conformity with   
accounting principles generally accepted in Mexico, long-term   
debt, as described has been classified as short-term and,   
consequently, as of December 31, 2004, current liabilities exceed   
current assets by Ps.11,068.6 million approximately.    

On Jan. 14, 2004, a group of holders of the Secured Senior Notes   
Due 2004, issued by the Company's main subsidiary, filed a lawsuit   
in a New York Court against that subsidiary, for the immediate   
payment of principal and interest.  

The Company has incurred accumulated losses as of December 31,   
2004, which have originated the total loss of the Company's   
capital stock, and a deficit in its stockholders' equity at that   
date.  The loss of capital stock, in accordance with Mexican   
General Corporate Law, is cause of a possible dissolution of the   
Company; furthermore, the Company might be instituted in a   
reorganization proceeding under the Concurso Mercantil Law in   
Mexico.  

These circumstances raise substantial doubt about the Company's   
ability to continue as a going concern, which will depend, among   
other factors, on its debt restructure and/or, as the case may be,   
on obtaining or generating the additional resources necessary to   
settle its obligations and to cover its operating needs.

               Extraordinary meeting of Shareholders

The Extraordinary Shareholders' Meeting held on June 1, 2005
approved, by the vote of 96.70% of the Company's shares, the
termination of the American Depositary Receipts program that the
Company has in the United States, which ADRs are listed in the New
York Stock Exchange.

The New York Stock Exchange is expected to suspend trading of the
ADRs on or about Sept. 19, 2005, which is the date when the ADR
program will be terminated.  ADR holders then will have 60 days to
exchange their ADRs for shares that are traded on the BMV.  Upon
the expiration of the 60-day period, The Bank of New York, which
is acting as ADR depositary bank, will have the right to sell the
shares underlying the ADRs that were not surrendered and
distribute the proceeds of the sale to holders.

Grupo Iusacell, S.A. de C.V. (NYSE: CEL; BMV: CEL) is a wireless
cellular and PCS service provider in Mexico with a national
footprint. Independent of the negotiations towards the
restructuring of its debt, Iusacell reinforces its commitment with
customers, employees and suppliers and guarantees the highest
quality standards in its daily operations offering more and better
voice communication and data services through state-of-the-art
technology, such as its new 3G network, throughout all of the
regions in which it operates.

At June 30, 2005, Grupo Iusacell's balance sheet showed a Ps. 1.4
billion stockholders' deficit, compared to a Ps. 435.2 million
deficit at June 30, 2004.


INDYMAC MANUFACTURED: Fitch Holds Junk Rating on 3 Cert. Classes
----------------------------------------------------------------
Fitch Ratings takes action on 17 classes of IndyMac Manufactured
Housing Contract pass-through certificates, including twelve
classes which have been downgraded.  The negative rating actions
are a result of the continued poor performance on the underlying
collateral.

IndyMac continues to service the loans with its Alt-A and Subprime
portfolio in Pasadena.  IndyMac is rated 'RPS2+' as a servicer by
Fitch.  Delinquency and repossession rates as a percentage of the
outstanding balance have remained stable and have not improved as
much as expected.  The rating actions reflect Fitch's adjusted
expectation that performance will remain relatively stable and
improvement will be limited.

   Series 1997-1:

      -- Classes A-2 - A-6 are downgraded to 'B+' from 'A';
      -- Class M remains at 'C'.

   Series 1998-1:

      -- Classes A-3 - A-5 are downgraded to 'B' from 'BBB+';
      -- Class M remains at 'C';
      -- Class B-1 remains at 'C'.

   Series 1998-2:

      -- Classes A-2 - A-4 downgraded to 'BB' from 'A';
      -- Class M-1 is downgraded to 'C' from 'CC';
      -- Class M-2 remains at 'C'.


INSIGHT COMMS: Inks $2.1 Billion Merger with Carlyle-Led Group
--------------------------------------------------------------
Insight Communications Company, Inc. (NASDAQ: ICCI) and Insight
Acquisition Corp. entered into a definitive merger agreement
providing for Insight Acquisition Corp. to acquire all of the
publicly held shares of Insight Communications.  Under the terms
of the agreement, which was unanimously approved by the board of
directors of Insight Communications, public shareholders of
Insight Communications would receive $11.75 per share in cash.  

The terms of the agreement value the total equity of Insight
Communications at approximately $710 million and implies an
enterprise value of approximately $2.1 billion (based on Insight
Communications' attributable share of indebtedness).

Insight Acquisition Corp., the acquiring entity, is led by Insight
Communications co-founders Sidney R. Knafel and Michael S. Willner
and affiliates of The Carlyle Group.  Mr. Knafel, Mr. Willner and
their related parties collectively own shares of Insight   
Communications representing approximately 14% of the equity and
62% of the aggregate voting power.

The board of directors of Insight Communications acted upon the
unanimous recommendation of a special committee of independent
directors and has recommended that shareholders of Insight
Communications vote to approve the acquisition.  After careful
consideration and a thorough review with its independent advisors,
the special committee determined that the transaction is in the
best interests of the Class A shareholders.  The special
committee's independent financial advisors have delivered written
opinions to the effect that as of July 28, 2005, the merger
consideration is fair from a financial point of view to the
shareholders of Insight Communications (other than the buyer
group).  This determination by the special committee's financial
advisors was based on, and subject to, assumptions and limitations
set forth in these written opinions.

Consummation of the transaction is subject to certain conditions,
including:

     (i) approval of the merger agreement and merger by holders of
         a majority of the outstanding shares of Insight  
         Communications' Class A common stock not held by Insight
         Acquisition Corp., its affiliates or the officers and  
         directors of Insight Communications; and

    (ii) termination or expiration of the waiting period under the
         Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The transaction is not subject to any financing conditions.

The $11.75 per share price represents a 21.4% premium over the
closing price ($9.68) of Insight Communications' stock on March 4,
2005, the last day of trading before the announcement of Insight
Acquisition Corp.'s original proposal on March 7, 2005, and a
28.7% premium over the six-month average closing price ($9.13)
before the original proposal was announced.  

Mr. Knafel, chairman of Insight Communications, stated, "We are
pleased that we have reached an agreement that will provide
substantial benefits to our shareholders, customers and
employees."

Mr. Willner, president and chief executive officer of Insight
Communications, added, "Our current management team looks forward
to continuing to lead this great business in the future, while
building on our tradition of providing outstanding service and
innovative solutions to our customers."

Michael J. Connelly, Carlyle managing director, said, "We are
pleased to have the opportunity to support Insight Communications'
management team and employees and to invest in the U.S. cable
television business."

The parties also announced an agreement in principle to settle
pending shareholder litigation challenging the transaction.

Morgan Stanley and Stephens are serving as Insight Acquisition
Corp.'s financial advisors in the transaction, and Dow, Lohnes &
Albertson PLLC and Debevoise & Plimpton LLP are providing legal
counsel to Insight Acquisition Corp.  Citigroup Global Markets,
Inc. and Evercore Partners are serving as financial advisors to
the special committee, and Skadden, Arps, Slate, Meagher & Flom
LLP is providing legal counsel to the special committee.

Sonnenschein Nath & Rosenthal LLP is providing legal counsel to
Insight Communications.

The Carlyle Group is a global private equity firm with nearly
$30 billion under management.  Carlyle invests in buyouts, venture
capital, real estate and leveraged finance in North America,
Europe and Asia, focusing on aerospace & defense, automotive &
transportation, consumer & retail, energy & power, healthcare,
industrial, technology & business services and telecommunications
& media.  Since 1987, the firm has  invested  $13.4  billion  of  
equity in 396 transactions.  The Carlyle Group employs more than
560 people in 14 countries.

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

                         *     *     *  

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

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


IPCS INC: Inks Forbearance Pact with Sprint on Del. & Ill. Suits
----------------------------------------------------------------
iPCS, Inc. and its subsidiaries iPCS Wireless, Inc., Horizon
Personal Communications, Inc. and Bright Personal Communications
Services, L.L.C., entered into a Forbearance Agreement with Sprint
Corporation and certain of its subsidiaries relating to ongoing
litigation in Delaware and Illinois among the iPCS Plaintiffs, the
Sprint Parties and others.

The Agreement sets forth the iPCS Plaintiffs' agreement not to
seek certain injunctive relief in the ongoing litigation under
certain circumstances and contemplates the parties proceeding
directly to a trial relating to the iPCS Plaintiffs' request for a
permanent injunction and other equitable relief.  The Agreement
also sets forth the Sprint Parties' agreement as to certain
parameters for the operation of the Sprint Parties' wireless
business in the territories operated by the iPCS Plaintiffs
following the merger involving Sprint Corporation and Nextel
Communications, Inc., in each case during the period of time that
the Agreement remains in effect.

A full text copy of the Forbearance Agreement is available for
free at http://ResearchArchives.com/t/s?9d

iPCS Inc. -- http://www.ipcswirelessinc.com/-- is the PCS  
Affiliate of Sprint with the exclusive right to sell wireless
mobility communications, network products and services under the
Sprint brand in 40 markets in Illinois, Michigan, Iowa and eastern
Nebraska with approximately 7.8 million residents.  The territory
includes key markets such as Grand Rapids, Michigan, Champaign-
Urbana and Springfield, Illinois, and the Quad Cities of Illinois
and Iowa.  iPCS is headquartered in Schaumburg, Illinois.  

On Feb. 23, 2003, iPCS and its wholly owned subsidiaries filed
voluntary petitions seeking relief from creditors pursuant to
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Georgia.  iPCS filed its plan
of reorganization with the Bankruptcy Court on March 31, 2004. On
April 30, 2004, iPCS Escrow Company, a newly formed, wholly owned
indirect subsidiary of iPCS, completed an offering of $165.0
million aggregate principal amount of 11.50% senior notes due
2012. The Company's plan of reorganization was confirmed on July
9, 2004 and declared effective on July 20, 2004.

With the effectiveness of the plan of reorganization, iPCS Escrow
Company was merged with and into iPCS and the senior notes became
senior unsecured obligations of iPCS.  Other significant items of
the reorganization that occurred on July 20, 2004, included the
repayment and cancellation of iPCS' senior credit facility from
the proceeds of the $165.0 million senior notes offering, the
cancellation of its common stock held by a liquidating trust, the
cancellation of its $300.0 million 14% senior notes along with
other unsecured claims in exchange for the Company's new common
stock, the assumption of its amended Sprint affiliation agreements
and the settlement of its previously stayed litigation against
Sprint.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Schaumburg, Illinois-based Sprint PCS affiliate iPCS Inc.,
including its 'CCC+' corporate credit rating and 'CCC' senior
unsecured debt rating.  The outlook is developing.

Standard & Poor's also affirmed its 'CCC' rating on the senior
unsecured debt of another Sprint PCS affiliate, Horizon PCS Inc.
These affirmations follow the recently completed merger of Horizon
into iPCS Inc.  Under the terms of the merger agreement, iPCS
became the obligor of Horizon PCS's $125 million senior notes.
Pro forma for the merger, total debt outstanding is about
$290 million.


J.P. MORGAN: Fitch Assigns Low-B Rating on Six Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Chase Commercial Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 2004-PNC1:

     -- $30.6 million class A-1 'AAA';
     -- $128.3 million class A-2 'AAA';
     -- $98 class A-3 'AAA';
     -- $426.2 million class A-4 'AAA';
     -- $244.0 million class A-1A 'AAA';
     -- Interest-only class X 'AAA';
     -- $28.8 million class B 'AA';
     -- $13.7 million class C 'AA-';
     -- $17.8 million class D 'A';
     -- $11 million class E 'A-';
     -- $16.5 million class F 'BBB+';
     -- $11 million class G 'BBB';
     -- $21 million class H 'BBB-';
     -- $2.7 million class J 'BB+';
     -- $6.9 million class K 'BB';
     -- $4.1 million class L 'BB-';
     -- $5.5 million class M 'B+';
     -- $2.7 million class N 'B';
     -- $2.7 million class P 'B-'.

Fitch does not rate the $15.1 million class NR certificates.
The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the July 2005
distribution date, the pool has paid down 1.0%, to $1.09 billion
from $1.10 billion at issuance.  There are no delinquent or
specially serviced loans.

The largest loan in the pool, Centro Retail Portfolio (12.5%), has
investment grade credit assessment.  The loan is secured by seven
anchored retail properties - six in and around Los Angeles and one
north of San Francisco.  The 2004 Fitch stressed debt service
coverage ratio (DSCR), based on six months normalized, was 1.24
times (x) compared to 1.34x at issuance.  As of year-end 2004,
occupancy was 93%, down from 96% at issuance.  Although the 2004
DSCR was based on normalized figures, given the occupancy/DSCR
decline, Fitch will continue to monitor the loan's performance.


KAISER ALUMINUM: JPMorgan & CIT Offer $250 Million Exit Financing
-----------------------------------------------------------------
JPMorgan Chase & Co. and CIT Group Inc. have proposed terms on a
$250 million exit financing facility for Kaiser Aluminum
Corporation, Scott Lamb, Kaiser's vice president for investor
relations and corporate communications, told Bloomberg News.

The Exit Facility includes:

   (a) $200 million in revolving credit with interest at 2.25
       percentage points above the London interbank offered
       rate; and

   (b) a $50 million second-lien term loan at LIBOR plus
       5.5 percentage points interest.

The Exit Facility will replace an existing $200-million credit
facility with interest at LIBOR plus 2.25 percentage points.

Kaiser plans to emerge from Chapter 11 bankruptcy protection in
the fourth quarter 2005.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KELLWOOD CO: Weak Performance Prompts S&P to Pare Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on women's apparel designer and marketer Kellwood
Co. to 'BB' from 'BBB-'.  The senior unsecured debt rating was
also lowered to 'BB' from 'BBB-'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
July 14, 2005.  The outlook is stable.  Total debt outstanding at
April 30, 2005, was about $470 million.

"The downgrade follows the company's downward revision of its
full-year results for fiscal 2005, its weaker-than-expected
operating performance in recent periods, including the first
quarter, which ended in April, and uncertainty as to when credit
protection measures will recover," said Standard & Poor's credit
analyst Susan H. Ding.

The ratings on St. Louis, Missouri-based Kellwood reflect:

    * its participation in the highly competitive apparel
      industry,

    * its exposure to changing consumer preferences,

    * its below-average operating margins, and

    * its acquisitiveness.

Mitigating factors include the company's position as a major
supplier of branded and private-label apparel, and its diverse
distribution channels.  The ratings also incorporate the company's
inability to produce trend-right merchandise for its key brands in
recent periods, and the disappointing results from some of its new
product introductions, including the Calvin Klein sportswear and O
Oscar lines, resulting in higher-than-normal markdowns and
allowances.

Although the company has announced the exit of several noncore
businesses and related restructuring initiatives that should
benefit results in the intermediate term, it is still challenged
to revitalize its various product assortments.


KEVIN MAYER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kevin Andrew & Katherine Hope Mayer
        6421 Pennell Court
        Elkridge, Maryland 21075

Bankruptcy Case No.: 05-26981

Chapter 11 Petition Date: July 29, 2005

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Marc Robert Kivitz
                  201 North Charles Street, Suite 1330
                  Baltimore, Maryland 21201
                  Tel: (410) 625-2300     

Total Assets: $486,066

Total Debts:  $1,744,692

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   American Southern Insurance Co.                 $301,551
   3715 Northside Parkway, Northwest
   Building 400, Suite 800
   Atlanta, GA 30327

   Hartford Insurance                              $164,000
   P.O. Box 620
   New Hartford, NY 13413

   Hardesty                                        $134,931
   10620 Riggs Hill Road
   Jessup, MD 20794

   Star Buildings                                   $95,181

   Dominion Electrical Supply Co.                   $94,987

   Virginia Sprinkler Co.                           $74,000

   Sun Belt Rentals, Inc.                           $62,998

   United Rental                                    $53,120

   Airolite Company, LLC                            $39,185

   Matrix Service Ind. Contractors, Inc.            $28,700

   Ford Motor Credit                                $28,007

   C & P Plumbing, Inc.                             $26,279

   Vitro America, Inc., t/a Binswnager Glass        $18,530

   Overhead Door Company of Baltimore               $17,300

   Contractor's Services, Inc.                      $15,972

   Republic Storage Systems Co., Inc.               $15,972

   Active Crane                                     $15,225

   Dell Financial                                   $13,729

   Kinloch & Assoc., PC                             $12,225

   First Insurance Funding Corp.                    $11,588   


KMART CORP: Overview of Footstar-Kmart Settlement Agreement
-----------------------------------------------------------
As previously reported, Kmart Corporation and Footstar, Inc., have
entered into a settlement agreement that resolves the ongoing
litigation and the disputes in connection with the assumption,
interpretation and amendment of the Master Agreement,
dated June 9, 1995.

Specifically, the Settlement:

   (a) eliminates litigation and fixes Footstar's cure obligation
       to Kmart at $45 million;

   (b) establishes a minimum "footprint" of stores in which
       Footstar will continue to operate a footwear department
       and requires Kmart to compensate Footstar for closures
       or conversions if the number of stores falls below the
       minimum;

   (c) eliminates uncertainties relating to Footstar's staffing
       obligations by allowing it to reduce staffing as sales
       decline;

   (d) eliminates the Performance Standards in favor of a minimum
       sales test, which eliminates a key possible termination
       right for Kmart;

   (e) eliminates Kmart's equity interests in the Shoemart
       Corporations;

   (f) eliminates profit sharing and all other fees in favor of
       Footstar paying Kmart, as of January 2, 2005, 14.625% of
       Gross Sales, other than the Miscellaneous Expense Fee,
       which is fixed at $23,500 per store;

   (g) reduces Footstar's liquidation costs by requiring Kmart to
       buy out Footstar's inventory at book value on any store
       closure or conversion;

   (h) provides that the Master Agreement will terminate at the
       end of 2008, requires Kmart to buy out Footstar's
       inventory at book value upon any store closure or
       conversion, which allows for an orderly wind down of the
       business without the need for a complex liquidation and
       the costs attendant thereto; and

   (i) requires Kmart to allocate a minimum of 52 weekend Roto
       advertising pages per year to Footstar products.

The Settlement is subject to the approval of the United States
Bankruptcy Court for the Southern District of New York and each
company's board of directors.

Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the New York Bankruptcy Court that the Settlement repairs
the parties' business relationship, enabling Footstar to operate
profitably throughout the remaining term of the Master Agreement.  
The Settlement will facilitate Footstar's reorganization, ensure a
complete recovery to its creditors, and provide a return to
equity.

Mr. Basta assures the Court that the Settlement falls well within
the range of reasonableness, required under Rule 9019 of the
Federal Rules of Bankruptcy Procedure.  The Settlement eliminates
the risks inherent in numerous litigations between the parties,
the appellate risks facing Footstar, the overarching risks
attendant to the litigations, and the high cost of the whole
proceeding.  

The Statutory Committee of Unsecured Claim Holders and the
Statutory Committee of Equity Security Holders of Footstar support
the Settlement.

A full-text copy of the Settlement is available at no cost at:

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

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KULICKE & SOFFA: June 30 Balance Sheet Upside-Down by $44.3 Mil.
----------------------------------------------------------------
Kulicke & Soffa Industries, Inc. (NASDAQ: KLIC) reported financial
results for its third fiscal quarter ended June 30, 2005.

Net revenue for the third fiscal quarter ended June 30, 2005 was
$138.2 million compared to $124.8 million for the previous quarter
and $194.6 million in the comparable year-ago quarter.  The net
loss was $101.8 million for the year-ago quarter of $22.7 million.

Included in the loss for the third fiscal quarter are non-cash
goodwill and intangible asset impairment charges of $100.6 million
associated with the Company's Test segment and $2.2 million for
factory consolidation and relocation.  Also included is the
recognition of a $1.6 million gain from the previous sale of the
Company's wedge bonding technology, and a tax benefit of
$1.8 million resulting from the expected repatriation of foreign
earnings.

Scott Kulicke, chairman and chief executive officer, stated, "We
achieved sequentially increasing equipment revenue for the second
and third fiscal quarters and we believe revenue for the fourth
fiscal quarter will also increase sequentially.  We believe that
this pattern of growing demand for our equipment is indicative of
the early stages of a semiconductor assembly recovery."

                     Third Quarter Highlights

Technology & Manufacturing

   -- K&S shipped its newest automatic ball bonders, the Maxum
      Ultra and Maxum Elite models, to key customers for
      evaluation and qualification at their sites.  We believe
      that the first production quantity shipments of these new
      machines will begin during the fourth fiscal quarter.
    
   -- The K&S Quatrix test socket was successfully tested at a
      customer location. This new technology replaces traditional
      spring pins with a unique, long-life torsion spring contact
      that is expected to significantly reduce customers' cost of
      testing.
    
   -- K&S completed its plan to migrate the majority of its
      cantilever probe card manufacturing to Asia. In the month of
      June, China accounted for 59% of K&S's cantilever probe card
      production, while Taiwan accounted for 20% and San Jose 21%.

Key Product Trends

   -- K&S wire bonder sales for the third fiscal quarter were
      split approximately 66% to subcontractors and 34% to IDM's,
      while the second fiscal quarter was split approximately 42%
      to the subcontractors and 58% to IDM's.
    
   -- K&S gold bonding wire received record order quantities for a
      single quarter. Orders for the third fiscal quarter totaled
      more than 1 billion feet of bonding wire. The 14% increase
      in volume over the second fiscal quarter represents market
      share gains at key customers.
    
   -- Losses in the Test segment continued to be greater than
      expected as cantilever and package test revenue eroded from
      the second fiscal quarter.  

      The lower revenue was from a change in customer/product mix,    
      which also resulted in lower gross margins for the test
      business segment in the third fiscal quarter.
    
Financial Highlights

   -- K&S revenue rose 10.8% from the second fiscal quarter to the
      third fiscal quarter, which followed the 7.3% rise from the
      first fiscal quarter to the second fiscal quarter. The
      increase over the second fiscal quarter was a result of
      stronger demand for our equipment and wire products.
    
   -- K&S equipment revenue for the third fiscal quarter was
      $48.4 million, which produced income from operations for the
      equipment group of $8.5 million.  This represents a 24%
      increase in revenue and a 158% increase in income from
      operations over the second fiscal quarter.
    
   -- The Company recognized a gain of $1.6 million on the
      previous sale of its wedge bonder technology, which included
      both the design of wedge bonding machines and the licensing
      of intellectual property.
    
   -- Expenses associated with the relocation and restructuring of
      production to low cost regions was $2.2 million during the
      June quarter, which tracked K&S's plan.  The costs
      associated with these factory moves are included in S.G. &
      A. expenses.
    
"We expect continued incremental revenue growth in the fourth
fiscal quarter, which is consistent with our opinion that the
semiconductor assembly industry is in a recovery mode," Scott
Kulicke concluded.  "We expect revenue for the September quarter
to be in the $160 to $175 million range."

Kulicke & Soffa (NASDAQ: KLIC) -- http://www.kns.com/-- is the  
world's leading supplier of semiconductor wire bonding assembly
equipment.  The Company provides customers with semiconductor wire
bonding equipment along with the complementing packaging materials
and test interconnect products that actually contact the surface
of the customer's semiconductor devices.  

At June 30, 2005, Kulicke & Soffa's balance sheet showed a
$44,302,000 stockholders' deficit, compared to $67,020,000 of
positive equity at Sept. 30, 2004.


LEAR CORP: Posts $44.4 Million Net Loss in Second Quarter
---------------------------------------------------------
Lear Corporation (NYSE: LEA), one of the world's largest
automotive interior systems suppliers, reported financial results
for the second quarter of 2005 and updated 2005 financial
guidance.

Second-Quarter Highlights:

    *  Net sales of $4.4 billion versus $4.3 billion a year ago

    *  Doug DelGrosso named President and Chief Operating Officer

    *  Announced global restructuring to improve long-term
       competitiveness

For the second quarter of 2005, Lear posted net sales of
$4.4 billion and a net loss of $44.4 million, including costs
related to restructuring actions of $0.33 per share, litigation
charges of $0.40 per share and an impairment of an equity
investment that was subsequently divested of $0.25 per share.  
These items had an unfavorable impact of $0.98 on second
quarter net income per share.  The results for the second quarter
of 2005 compare to net sales of $4.3 billion and net income of
$116.1 million for the second quarter of 2004.

Net sales were up from the prior year, primarily reflecting the
addition of new business globally, offset in part by lower
production on key Lear platforms in North America.  Operating
performance in the quarter declined sharply from the year earlier
period, primarily due to lower production on key Lear platforms in
North America and continuing cost pressures throughout the
supply chain.

"Despite the tough operating environment, the Lear team remains
focused on delivering superior quality and service to our
customers, ensuring that key new products are launched flawlessly
and taking aggressive steps to improve our competitiveness going
forward," said Bob Rossiter, Lear Chairman and Chief Executive
Officer.

During the quarter, Doug DelGrosso was named President and Chief
Operating Officer, and the Company's overall organizational
structure was realigned on a more global basis.  Lear was named
Supplier of the Year by General Motors, was awarded two World
Excellence awards from Ford and was recognized by Toyota for
excellence in quality and supplier diversity.  Also during the
quarter, the Company announced the framework for a global
restructuring to improve long-term competitiveness.

Free cash flow was negative $9.4 million for the second quarter of
2005.  

            Third-Quarter and Full-Year 2005 Outlook

For the third quarter of 2005, net sales are expected to be
approximately $3.9 billion, about flat compared to a year ago.  
This reflects the addition of new business globally, offset by
lower production on key Lear platforms.  Net loss is expected to
be in the range of $0.70 to $0.90 per share, including costs
related to restructuring actions of approximately $0.55 per share.
Actual restructuring costs will be dependent on various factors,
including the timing of certain actions, and could vary from
current estimates.  The net loss compares to net income of $1.26
per share in the third quarter of 2004.

For the full year of 2005, net sales are expected to be
approximately $17 billion, reflecting primarily the addition of
new business globally, offset by lower production on key Lear
platforms.  Lear's 2005 industry production planning assumptions
are approximately 15.5 million units in North America and
approximately 18.6 million units in Europe.  Net (loss) income is
expected to be in the range of ($0.25) to $0.15 per share,
including costs related to restructuring actions of approximately
$1.35 per share, the second-quarter litigation and impairment
charges of $0.65 per share and the first-quarter tax benefit of
$0.25 per share.  These items are expected to have a net
unfavorable impact of approximately $1.75 on full-year 2005 net
income per share.

Full-year capital spending is forecasted to be approximately $550
million. Depreciation is expected to be about $400 million.  Free
cash flow is expected to be approximately negative $375 million,
which includes a one-time negative net impact of changes in
customer payment terms of approximately $200 million, as well as
cash payments of about $120 million related to restructuring
actions.  Interest expense is expected to be about $190 million.  
Lear Corporation, a Fortune 500 company headquartered in
Southfield, Mich., USA, focuses on integrating complete automotive
interiors, including seat systems, interior trim and electrical
systems.  With annual net sales of $17 billion in 2004, Lear is
one of the world's largest automotive interior systems suppliers.  
The Company's world-class products are designed, engineered and
manufactured by more than 110,000 employees in 34 countries.

                        *     *     *

Moody's Investors Service has downgraded the senior unsecured debt
rating of Lear Corporation to Ba2 from Baa3.  At the same time the
rating agency assigned a Corporate Family rating (previously
called senior implied) of Ba2, and a Speculative Grade Liquidity
rating of SGL-2, representing good liquidity over the next twelve
months.


LEAR CORP: Moody's Downgrades Senior Unsecured Debt Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured debt
rating of Lear Corporation to Ba2 from Baa3.  At the same time the
rating agency assigned a Corporate Family rating (previously
called senior implied) of Ba2, and a Speculative Grade Liquidity
rating of SGL-2, representing good liquidity over the next twelve
months.

The actions conclude a review initiated on June 27, 2005 and
incorporate:

   1) reduced expectations for the company's near term
      profitability and cash flow;

   2) the increase in indebtedness associated with funding
      requirements arising from negative operating cash flow,
      higher capital expenditures and disbursements under
      restructuring programs; and

   3) the resultant lower debt protection ratios over the
      intermediate term.

The actions further reflect the challenging operating environment
and structural issues facing the North American automotive
supplier industry.  Among the structural concerns are lower
production volumes and adverse vehicle mix trends from the Big 3
North American OEMs who still account for about half of Lear's
revenue.  

In addition, Lear faces the need to increase its capital
expenditures that will support the launch of new business awards,
and fund restructuring programs that will improve its cost
position, accelerate a transition to lower cost countries, and
rationalize its capacity.  Lear continues with an experienced
operating team, profitable operations outside of North America,
and has sufficient liquidity to finance its cash needs over the
next 18 months.  In addition, Lear has received an underwritten
commitment for a $300 million term loan to provide further
liquidity cushion.  This facility is currently being syndicated
and is expected to close in August.  

In addition it is expected to obtain greater flexibility under its
$1.7 billion bank revolving credit through covenant amendments.  A
stable outlook flows from expectations that upon completion of its
restructuring initiatives and higher capital expenditures in
support of new business, Lear ought to emerge in 2006 with a more
diverse geographic and customer base that will support stronger
margins and renewed free cash flow generation.

Ratings Lowered are:

   * Senior Unsecured, Ba2 from Baa3

   * Shelf registration for senior unsecured, subordinated, and
     preferred to (P)Ba2 from (P)Baa3, (P)Ba3 from (P)Ba1, and
     (P)B1 from (P)Ba2 respectively

Ratings assigned:

   * Corporate Family Ba2
   * Speculative Grade Liquidity Rating, SGL-2

The rating for the company's previous bank credit facility, which
was replaced with a new facility in March 2005, has been
withdrawn.  Moody's has not been requested to rate the new bank
credit facility.

Lear has recently revised its guidance on free cash flow for
fiscal 2005 to approximately negative $375 million (inclusive of
estimated restructuring disbursements but prior to dividends), and
lowered its estimated net income for the year to $100-$125 million
(before unusual items) from a previous mid-point of $200 million.

Principal factors affecting the downward revision include:

   * higher commodity costs for resin, steel, and chemicals;

   * lower production volumes in its high content top 15 programs
     many of which face model change-overs in the second half
     of 2005;

   * lower market share of the Big 3 OEMs in North America;

   * a distressed supply base;

   * stepped-up capital expenditures in support of strong launch
     activity; and

   * the need for restructuring actions involving up-front cash
     expenditures.

The negative cash flow is expected to be funded by higher levels
of external financing, primarily its existing five year credit
facility.  In addition, Lear has received an underwritten
commitment for a $300 million term loan to provide further
liquidity cushion.  As a result, at year end 2005 Lear's
Debt/EBITDA ratio (using Moody's standard adjustments) is expected
to exceed three times with EBIT/Interest cover under 2.0 times.

While these ratios and Lear's free cash flow would be expected to
improve in 2006, debt protection measures will no longer be
representative of investment grade stature.  Lear's pension plan
was under-funded at year-end 2004 by $200 million with projected
contributions in 2005 of $53-$58 million.  Moody's believes that
these payment levels are manageable and roughly level with annual
periodic benefit cost.  Although Lear's book of new business is
expected to improve its customer diversification on a global
basis, the company will continue with significant exposure to GM
and Ford (collectively 55% of 2004 global revenues) in its
critical North American market (44% of 2004 revenues were from the
U.S. and Canada) in what remains a cyclical industry.
Consequently, a corporate family rating of Ba2 has been assigned.

While Lear is expected to maintain adequate cushion relative to
the financial covenants in its bank credit facility, the company
is currently seeking amendments that would provide greater cushion
should the business environment weaken.  Lear is seeking to amend
its $1.7 billion revolving credit which has an expiration date in
March 2010.  Under the terms of the proposed amendment the
company's maximum permissible defined net debt will be set at 3.75
times defined Consolidated Operating Profit (approximately equal
to EBITDA) for the balance of 2005, stepping down through the
first half of 2006.

In addition clarification will be added that certain restructuring
charges and legal settlements will be excluded from the definition
of Consolidated Operating Profit.  The company will reinstate a
pledge of shares of certain subsidiaries that had been released
earlier this year.  The subsidiary shares pledged will primarily
consist of Lear's wholly owned domestic subsidiaries, and 65% of
the stock of certain first tier non-domestic subsidiaries.  The
pledge will not be shared with the unsecured notes.

However, both the banks and the notes have up-stream guarantees.
The rating agency believes this structure does not afford a
sufficient difference in the degrees of protection to warrant a
rating distinction at this time, as the value of pledged shares
would be net of the liabilities inclusive of the guarantees at the
respective subsidiaries.  As a result, the unsecured notes have
been assigned a Ba2 rating, level with the corporate family
rating.  The amended bank facility and new term loan are not
rated.

A speculative grade liquidity rating of SGL-2 has been assigned
representing good liquidity over the next 12 months.  Lear's
liquidity profile consists of modest amounts of balance sheet
cash, prospectively weak cash flows for 2005 and early 2006,
substantial amounts of committed liquidity under its term
revolver, and adequate headroom under its financial covenants.
Following the repayment of $600 million of maturing notes in June,
Lear is not expected to maintain large amounts of surplus cash as
short term debt reduction would represent a higher return.  
Funding requirements arising from negative free cash flow will
substantially be covered under Lear's revolving credit facility.
Lear does not face any significant amounts of maturing debt until
early 2007 when the new bank term loan would mature and the first
put date on its convertible issue arrives.  However, its $150
million accounts receivable securitization facility has a renewal
date in November 2005.  Lear maintains a $1.7 billion revolver
whose current maturity is in March 2010.

At June 30, 2005 there were no outstandings under the facility,
but roughly $58 million of letters of credit had been issued
against the commitment.  While Lear is expected to maintain
adequate cushion relative to the financial covenants in its bank
credit facility, the company is currently seeking amendments that
would provide greater cushion should the business environment
weaken.  Lear has a portfolio of business units, investments in
affiliates and un-pledged tangible assets which could facilitate
sources of alternative liquidity.

Factors that could lead to higher ratings include:

   * improved penetration of non-Big-3 automakers that would
     provide greater business stability;

   * achieving and sustaining free cash flow to debt greater
     than 10%;

   * EBIT/Interest coverage returning to 4 times or higher; and

   * debt/EBITDA reverting to under 2.5 times.

Developments that could result in lower ratings include:

   * evidence that anticipated improvements in profitability and
     renewed free cash flow generation would be delayed;

   * debt/EBITDA deteriorating beyond 3.5 times, EBIT/Interest
     coverage consistently below 2 times; or

   * pursuit of shareholder return actions in advance of
     stabilization of the business.

Lear Corporation, headquartered in Southfield, Michigan, is an
integrator of automotive interiors, including seat systems,
interior trim and electrical systems.  The company had revenues of
$17 billion in 2004 and has more than 110,000 employees in 34
countries.


LONGVIEW FIBRE: S&P Rates $1 Billion Universal Shelf at B+
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and its other ratings on Longview Fibre Co., following the
company's announcement that it plans to convert to a real estate
investment trust (REIT) effective Jan. 1, 2006.  At the same time,
Standard & Poor's assigned its preliminary 'BB' senior unsecured
and 'B+' subordinated debt ratings to Longview Fibre's
$1.0 billion Rule 415 universal shelf registration.

The outlook on the Longview, Washington-based forest products
company is stable.  Debt was $453 million at April 30, 2005.

"We believe the conversion to a REIT should not have a material
effect on the company's overall credit profile despite higher cash
distributions to shareholders," said Standard & Poor's credit
analyst Kenneth L. Farer.

In connection with the conversion, Longview Fibre will be required
to pay a special dividend to shareholders equal to its
undistributed earnings and profits, totaling $350 million-$400
million, with the cash portion capped at approximately 20%.  The
company will use the proceeds from the issuance of various
securities under its new shelf registration, including at least
$150 million of equity, and a new credit facility to refinance its
existing debt and fund the cash portion of its earnings and
profits distribution.

Although Longview Fibre's federal tax payments and interest
expense should be lower because of its status as a REIT and its
refinancing, its expected annual dividend of approximately $50
million will be substantially higher than the current payout,
which has averaged $2 million for the past few years.  However,
Longview Fibre has established the dividend at a level that should
be sustainable, even during cyclical downturns.  In addition, the
company should have some flexibility to reduce the dividend amount
if necessary, because, unlike many REITs, it will not have to
distribute most of its income under current tax regulations, as
the majority of its income will consist of capital gains instead
of ordinary income.

"Our ratings also incorporate expectations that Longview Fibre
will acquire additional timberlands and further reduce its debt
burden with discretionary cash flow," Mr. Farer said.  "Despite
achievement of credit measures that are now in line with ratings
expectations, Longview's business profile could only support a
higher rating if the company had a much more conservative capital
structure.  The outlook could be revised to negative if the
company's financial policy becomes more aggressive with regard to
dividends, timberland purchases, and/or leverage."


MAGELLAN HEALTH: Earns $22.7 Million of Net Income in 2nd Quarter
-----------------------------------------------------------------
Magellan Health Services, Inc. (Nasdaq: MGLN) reported operating
results for the second quarter of fiscal year 2005.  The Company
also reaffirmed its guidance of $220 million to $240 million in
segment profit for 2005.

For the quarter ended June 30, 2005, the Company reported net
revenue of $464.5 million and net income of $22.7 million.  For
the prior year quarter, net revenue was $452.1 million and net
income was $28.4 million.  Segment profit (net revenue less cost
of care, and direct service costs and other operating expenses
plus equity in earnings of unconsolidated subsidiaries) for the
current year quarter was $58.9 million, compared with $60.1
million in the prior year.

For the six months ended June 30, 2005, the Company reported net
revenue of $917.3 million and net income of $46.3 million.  For
the prior year period, the Company reported net revenue of $892.3
million and net income of $41.4 million.  Segment profit for the
first six months of 2005 was $120.2 million versus $108.2 million
for the prior year period.

The Company ended the quarter with unrestricted cash and
investments of $443.7 million.  Cash flow from operations for the
six months ended June 30, 2005 was $90.3 million compared with
$30.3 million for the prior year period.  Cash flow from
operations for the prior year six-month period included payments
of $64.9 million for liabilities related to the Company's Chapter
11 proceedings.  The Company has not drawn on its $50.0 million
revolving credit facility.

"As expected, Magellan turned in another strong financial
performance in the second quarter," said Steven J. Shulman,
chairman and chief executive officer.  "Results for the quarter
and the first six months of the year reflect our continued
rigorous management of administrative expenses coupled with
conscientious management of care.  We expect consistent positive
effects from these efforts and therefore remain comfortable with
our guidance of $220 million to $240 million in segment profit for
2005.

"We also are very pleased to announce that, in addition to the
two-year extension of our Anthem/WellPoint contract that we signed
during the quarter, we have recently been notified that our
agreements with the State of Tennessee to manage behavioral health
care for the TennCare program have been extended through June 30,
2006," Mr. Shulman said.  "In addition, our continued pursuit of
new business opportunities has produced new sales of approximately
$60 million of annualized revenue, of which we expect
approximately $40 million to impact revenue in 2006.  Included in
this new business is an estimate for revenue related to
subcontracts with companies that have been awarded Medicaid
contracts.  At this time, we are negotiating subcontract terms
with these companies and they are negotiating contract terms with
the states.

"I am also pleased with the early results related to our new
product offerings.  Our ongoing marketing and sales effort is
generating increasing marketplace interest and has resulted in
numerous discussions with prospective customers.  Overall, our new
business pipeline remains robust and we are in various stages of
pursuing these opportunities," Mr. Shulman concluded.

Commenting on the Company's cash flow, Mark S. Demilio, chief
financial officer, noted, "Again this quarter Magellan generated
excellent cash flow and our unrestricted cash and investments now
exceed our debt by over $77 million.  This cash position affords a
number of opportunities to further the Company's strategic
objectives.  We continue to carefully consider acquisitions
designed to further strengthen our position in our core behavioral
market or enhance our ability to offer new products, including
disease management.  We also are exploring alternative uses of
cash such as repaying our senior notes or effecting a share
repurchase."

Headquartered in Farmington, Conn., Magellan Health Services  
(Nasdaq:MGLN) is the country's leading behavioral health disease  
management organization.  Its customers include health plans,  
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case No.
03-40515).  The Court confirmed the Debtors' Third Amended Plan on
Oct. 8, 2003, allowing the Company to emerge from bankruptcy
protection on Jan. 5, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,  
Standard & Poor's Ratings Services revised its outlook on Magellan  
Health Services Inc. to positive from stable.  

At the same time, Standard & Poor's affirmed its 'B+' counterparty  
credit rating on Magellan and its 'B+' issue credit ratings  
assigned to Magellan's $241 million 9.375% senior notes due  
November 2008 and its $185 million credit facility due August  
2008.  

"The revised outlook reflects Magellan's better than expected  
profitability and cash flow since emergence from bankruptcy in  
January 2004 and the potential for the company to achieve  
sustained improvement in its underlying financial condition by  
year-end 2005," explained Standard & Poor's credit analyst Joseph  
Marinucci.


MERIDIAN AUTOMOTIVE: Court Approves Lazard as Investment Banker
---------------------------------------------------------------
As reported in the Troubled Company Reporter on June 14, 2005,
Meridian Automotive Systems, Inc., and its debtor-affiliates
sought authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Lazard Freres & Co. LLC as their investment
banker, nunc pro tunc, to May 23, 2005.

                      U.S. Trustee Objects

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
objects to the proposed employment of Lazard on the ground that
the indemnity rider to the firm's May 23, 2005 engagement letter
indemnifies the firm from breach of contract claims.

According to the U.S. Trustee, Lazard's indemnity for breach of
contract claims runs counter to the holding of the United States
Court of Appeals for the Third Circuit in "United Artists Theatre
Co. v. Walton (In re United Artists Theatre Co.)," 315 F.3d 217,
234 (3d Cir. 2003), where the Court condemned a particular
retention agreement for requiring indemnification of a firm for
contractual disputes with debtors.

Thus, the U.S. Trustee asks Judge Walrath of the U.S. Bankruptcy
Court for the District of Delaware to deny Meridian Automotive
Systems, Inc., and its debtor-affiliates' application.

                          *     *     *

Judge Walrath approves the Debtors' application.

However, the indemnification provisions set forth in the
indemnity rider to Lazard's Engagement Letter are modified to
include these terms:

   (1) The Debtors are authorized to indemnify the firm for any
       claim in connection with its services, but not for any
       claim arising from the firm's postpetition performance of
       other services unless the Court approves those
       postpetition services and indemnification; and

   (2) The Debtors will have no obligation to indemnify or
       provide contribution or reimbursement to the firm for:

          (i) any claim or expense that is judicially determined
              to have arisen from the firm's bad faith, self-
              dealing, breach of fiduciary duty, bad faith, gross
              negligence or willful misconduct;

         (ii) a contractual dispute in which the Debtors allege
              the breach of the firm's contractual obligations
              unless the Court determines that indemnification
              would be permissible; or

        (iii) any claim or expense that is settled prior to a
              judicial determination, but determined by the Court
              to be a claim or expense for which the firm should
              not receive indemnity, contribution or
              reimbursement.

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: Gets Court Nod to Resell Equipment
-------------------------------------------------------
On Sept. 9, 2003, Equipment Resale, Inc., brought an action
against Meridian Automotive Systems, Inc., before the Superior
Court in Allen County, Indiana, for breach of contract,
defamation, and other causes of action.  After a trial on the
issues, Judge Daniel G. Heath entered judgment in Equipment
Resale's favor.

The Superior Court also ordered Equipment Resale to sell the
equipment and apply any amounts recovered to the judgment entered
against Meridian, all as provided under the terms of the original
contract.  The Superior Court issued a $68,256 judgment against
Meridian on the breach of contract claim.

Equipment Resale believes that the value of the equipment is
between $8,000 to $15,000.  The final value would be determined
by the sale of the equipment.

Equipment Resale asks Judge Walrath to modify the automatic stay
so it may proceed "in rem" to sell the equipment pursuant to the
Superior Court Order.

                         Debtors Respond

The Debtors do not object to a limited modification of the
automatic stay solely to permit Equipment Resale, Inc., to sell
equipment it removed from the Debtors'  facility, provided that
the sale is conducted in a commercially reasonable manner and the
proceeds are applied to reduce any prepetition claim Equipment
Resale might have against the Debtors.

While the Debtors disagree with Equipment's Resale assertion that
the Equipment no longer constitutes property of the Debtors'
Chapter 11 estates, the Debtors, according to Robert S. Brady
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, have no use for the Equipment.  The Debtors believe
that a prompt sale of the Equipment, before it losses any
additional value, is in the best interest of their estates.

However, the Debtors note that Equipment Resale waited more than
six months to attempt to sell the Equipment.  Thus, the Debtors
reserve their rights with respect to any prepetition claim held
by Equipment Resale, including the right to object to any claim
on grounds that Equipment Resale's delay ins selling the
Equipment resulted in a further decline in its resale value.

                          *     *     *

Judge Walrath grants Equipment Resale's request.

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).


MERRIL DEAN: List of Seven Largest Unsecured Creditors
------------------------------------------------------
Merril Clark and Tamara Tisdale Dean released a list of their
seven Largest Unsecured Creditors:


    Entity                                     Claim Amount
    ------                                     ------------
    Citicards                                       $20,000
    P.O. Box 6413
    The Lakes, NV 88901

    Bank One                                        $14,000
    United Airlines Visa
    P.O. Box 9001950
    Louisville, KY 40190

    Diners Club Card                                 $9,400
    P.O. Box 6003
    The Lakes, NV 88901

    American Express Centurion Bank                  $8,461

    American Express                                 $8,073

    Chase Manhattan Bank USA, N.A.                   $1,400

    Discover Card                                    $1,400

Residing in Scottsdale, Arizona, Merril Clark & Tamara Tisdale
Dean filed for chapter 11 protection on June 17, 2005 (Bankr. D.
Ariz. Case No. 05-10985).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., represents the Debtors.   When the Debtors filed for
protection from their creditors, they listed estimated assets
between $500,000 to $1 Million and estimated debts between $1
Million to $10 Million.


MIRANT CORP: Gets Court Nod to Cap Cascade's Claim at $592,709
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the stipulation inked between the Mirant Corporation
Debtors and Cascade Natural Gas Corporation capping any of
Cascade's prepetition claim at $592,709.

Cascade Natural Gas Corporation used to provide natural gas to
Mint Farm Generation, LLC -- a Mirant Corporation debtor-
affiliate, in Mint Farm generation facility located in Longview,
Washington.  As of January 7, 2005, the Debtors have not assumed
or rejected 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: Wants to Recover Payments from Salomon, Citibank & CSFB
---------------------------------------------------------------
Pursuant to Sections 502, 510, 541, 544 and 550 of the Bankruptcy
Code and applicable non-bankruptcy law, Mirant Corp. and certain
of its affiliates seek to:

    a. recover certain fraudulent conveyances of corporate assets,
       from:

       1. Salomon Smith Barney, formerly known as Smith Barney, a
          division of Citigroup Global Markets, Inc.;

       2. Citibank, N.A.; and

       3. Credit Suisse First Boston;

    b. avoid certain obligations incurred to the Banks; and

    c. equitably invalidate or subordinate the Banks' claims to
       those of all other creditors in Mirant's bankruptcy cases.

Mirant also seeks to hold the Banks liable for:

    -- aiding and abetting The Southern Company's breach of its
       fiduciary duties to Mirant at a time when Mirant was
       in the vicinity of insolvency or insolvent;

    -- aiding and abetting Southern's waste of Mirant's corporate
       assets;

    -- improvident lending; and

    -- unjust enrichment.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, relates that Mirant's causes of action against the Banks
arise out of obligations incurred under a Purchase Agreement
dated as of July 21, 1999, by and between the Banks and Southern
Energy, Inc., predecessor to Mirant, in connection with the
issuance of:

    * $200,000,000 7.40% Senior Notes due 2004; and
    * $500,000,000 7.90% Senior Notes due 2009.

Bankers Trust Company, as Agent, and Mirant entered into a Fiscal
Agency Agreement and related agreements in connection with the
144A Notes.  According to the Fiscal Agency Agreement, the Notes
were unsecured obligations of Mirant and ranked pari passu with
all other unsecured and unsubordinated obligations of Mirant.

On July 26, 1999, Southern caused Mirant to borrow $700 million
through issuance of the 144A Notes.  In exchange for
substantially assisting Southern in issuance of the 144A Notes,
the Banks earned substantial transaction fees.

Even though Southern's public reports stated that its Advances to
Mirant were corporate contributions, Southern caused itself to
receive $289.5 million of the proceeds from the 144A Notes,
$192.5 million of which "reduced" the Advances and $97 million of
which Southern deemed to be "interest" on the Advances.

Mr. Prostok notes that even though the Banks entered into the
Purchase Agreement with Mirant, they knew or should have known
that a substantial portion of the proceeds from the 144A Notes
would go to benefit Southern.

The Banks received transaction transfers from Mirant in
connection with the Purchase Agreement.

According to Mr. Prostok, the Banks had personal knowledge of the
issuance of the 144A Notes, which was a single integrated scheme.
Furthermore, the Banks were in possession of documentary and
financial evidence as part of their due diligence for the
transactions, as well as the economic and financial analyses they
produced or that were produced on their behalf.

Additionally, Mr. Prostok continues, the Bank Defendants also
knew or should have known that the intent of the transactions
was, in part, to serve as a vehicle for Southern to upstream cash
from the Banks through Mirant.  Southern required additional
funding to continue its expansion through the transactions, but
could not record additional long-term debt on its books without a
negative effect on its investment credit rating.

Each of the transactions and the various transaction transfers
may be and should be collapsed and treated a single integrated
transaction, Mr. Prostok asserts.  The overall intent of Southern
and the Banks in each transaction was to use debt incurred by
Mirant, the proceeds from which, in substantial part, was given
to Southern, Mr. Prostok relates.

The improper "payments" to Southern were not funds for Mirant's
corporate business purposes but, instead, improper payments to a
Mirant insider while Mirant was insolvent or which caused Mirant
to become insolvent, Mr. Prostok contends.  "In sum, the Proceeds
upstreamed to Southern had no legitimate business purpose to
Mirant or any Mirant Affiliate, but merely improperly infused
Southern with cash to which Southern had no lawful or legitimate
right or entitlement."

As a result of the Transactions, Mirant's general unsecured
creditors were harmed, Mr. Prostok contends. "Even though the
[Banks] entered into agreements with Mirant, [they] acted in
concert with Southern in structuring the Transactions to benefit
Southern.  The [Banks] knew that a substantial portion of the
proceeds from the Transactions would flow through Mirant directly
to Southern.  The [Banks] knew or should have known that
Southern's objective in causing Mirant to enter into [the]
Transaction[s] would be that a substantial portion of the amounts
'borrowed' by Mirant would pass directly to Southern."

According to Mr. Prostok, certain of the proceeds from the
transactions went directly to Southern either under the guise of
"repaying" note obligations which Southern previously had
publicly reported to be capital contributions to Mirant, or to
make improper cash dividends to Southern.  "The [Banks] knew or
should have known that, while Proceeds from the Obligations would
go directly to Southern, the Obligations arising from the
Transactions would and, in fact, did remain with Mirant and the
direct and indirect subsidiaries of Mirant."

Mr. Prostok contends that the Banks knew or should have known
that the transfers of proceeds from Mirant to Southern would and,
in fact, did serve to provide improper cash distributions to
Southern.  "Indeed, the [Banks] funded the Transactions
disregarding their contractual requirements with Mirant and in
direct violation of their obligations to Mirant."

"In exchange for helping Southern accomplish its scheme to infuse
itself with billions in cash at the expense of Mirant, the Bank
Defendants not only received repayment of the Obligations, but
also earned millions of dollars in fees, interest and expenses
for these Transactions.  Further, the Bank Defendants knew or
should have known that the Repayment Transfers and the
Transaction Fees paid to the Bank Defendants provided no benefit
to Mirant or Mirant affiliates to the extent the Proceeds were
distributed to Southern."

Mirant therefore asks the Court to:

    a. permit it to avoid the repayment transfers and the payment
       of the transaction fees conveyed and the obligations that
       it incurred to the detriment of its creditors; and

    b. permit it to recover the transaction transfers from Banks.

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)


MIRANT CORP: Committee Wants $5M of Annuity Payments Recovered
--------------------------------------------------------------
In December 2002 and early 2003, Mirant Corporation and certain
of its affiliates purchased $17 million of individual annuity
contracts for their 25 active and non-active directors, officers
and employees.

The Official Committee of Unsecured Creditors of Mirant
Corporation, et al., on behalf of the estates of Mirant
Corporation, et al., seeks to avoid over $5 million in
preferences and fraudulent conveyances made in connection with
the purchase of annuities, from:

       1. Thomas J. Allen, III;
       2. Dianne Davenport;
       3. John Edward Dorsett, Jr.;
       4. David T. Gallaspy;
       5. George P. Henefeld;
       6. Richard J. Koch;
       7. Frederick D. Kuester;
       8. John J. Robinson;
       9. Richard F. Owen; and
      10. James Arthur Ward.

According to Jason S. Brookner, Esq., at Andrews Kurth LLP, in
Dallas, Texas, the purchase of the annuities is a fraudulent
transfer under Section 548 of the Bankruptcy Code.  Mirant's
purchase of the annuities, Mr. Brookner alleges, was made with
actual intent to hinder, delay or defraud an entity to which
Mirant was, after the date that the transfer was made, indebted.

Mr. Brookner points out that the purchase of the annuities
constituted a preference with respect to each former officers,
directors or employees.

The Mirant Committee, pursuant to Section 550 of the Bankruptcy
Code, contends it is entitled to recover all amounts paid by the
Debtors to or for the benefit of those individuals in connection
with the annuities.

The Mirant Committee asks the Court for a judgment against the
Defendants:

    (A) in an amount equal to all amounts paid by the Debtors to
        or for the benefit of those individuals in connection with
        the Annuities,

    (B) prejudgment interest, and

    (C) attorneys' fees.

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)


NATURADE INC: Inks Acquisition Pacts & Completes Financial Reorg.
-----------------------------------------------------------------
Naturade, Inc. (OTCBB:NRDC) agreed to acquire two leading
nutraceutical companies and completed its financial
reorganization.  

Bill Stewart, Naturade CEO, and the existing Naturade management
team has assumed full responsibility for the sales and marketing
of The Ageless Foundation, Inc., brands including Ultra-Max HGH
anti-aging products, and Symbiotics, Inc. New Life Colostrum
products sold through retailer, direct, international and
professional channels.

                        Acquisitions

The Company agreed to purchase certain assets of Ageless, wherein
the Company will:

  (a) assume accounts payable subject to a final working capital
      calculation;

  (b) assume an obligation to an employee of Ageless in the amount
      of $600,000; and

  (c) issue a promissory note in the amount of $700,000 subject to
      working capital adjustments.

The Company also agreed to purchase certain assets of Symbiotics,
wherein the Company will:

  (a) assume accounts payable subject to a final working
      capital calculation and the obligations of certain
      contracts;

  (b) pay all outstanding amounts owed under certain credit
      facilities;

  (c) issue a promissory note in the amount of $2 million less the
      amount necessary to repay the credit facilities and subject
      to working capital adjustments;

  (d) pay $60,000 in cash in fifteen days from closing date and an
      additional $60,000 thereafter until the note is paid in
      full; and

  (e) pay 10% of the amount of the increase in contribution margin
      over a baseline amount of $2 million on the sales of
      products for each 12 month period during a three year period
      from closing date.

The Company agreed to enter into consulting agreements with
certain key employees of Symbiotics and Ageless.  Naomi Balcombe,
President and Founder of Ageless, and Douglas Wyatt, President and
Founder of Symbiotics will continue with Naturade to facilitate
the continued quality and success of these brands.

                        Reorganization

Key elements of the Company's reorganization are:

   -- Quincy Investments Corp. negotiated, and arranged the
      financing for, the acquisition by the Company of selected
      assets of The Ageless Foundation, Inc., Symco, Inc. and
      Symbiotics, Inc. collectively;

   -- Quincy will remain a co-obligor on, and a principal of
      Quincy will guarantee, the payment of a portion of the
      purchase price of each such acquisition;

   -- The Company established the rights of a new Series C
      Convertible Preferred Stock;

   -- The Company issued to Quincy:

        (i) 30,972,345 shares of Common Stock,

       (ii) warrants to purchase 14,000,000 shares of Common
            Stock, and
   
      (iii) 4,200,000 shares of Series C;

   -- Health Holdings & Botanicals, LLC surrendered the 41,054,267
      shares of Common Stock held by it for conversion into:

        (i) 12,600,000 shares of Series C and

       (ii) a warrant to purchase 10,000,000 shares of Common
            Stock;

   -- Westgate Equity Partners, L.P. surrendered the 13,540,723
      shares of Series B Convertible Preferred Stock held by it,
      including any accrued and unpaid dividends, for conversion
      into 4,200,000 shares of Series C;

   -- HHB, Bill D. Stewart and David A. Weil extended the term of
      the Secured Promissory Notes issued to them pursuant to that
      certain Loan Agreement dated April 23, 2003, from Dec. 31,
      2005, to December 31, 2006;

   -- The Company granted to HHB, Westgate and Quincy certain
      registration rights with respect to the Common Stock
      issuable upon conversion of the Series C or exercise of the
      HHB Warrant or the Quincy Warrants; and

   -- Quincy granted to HHB and Westgate certain co-sale rights.

As a result of the reorganization, Quincy owns 30,972,345 shares
of Common Stock and 4,200,000 shares of Series C, or 78.9% of the
voting power of the Common Stock, 20.0% of the voting power of the
Series C, and 58.4% of the combined voting power of the Common
Stock and the Series C.

"We expect to quickly integrate the acquired brands into Naturade,
realizing a significant increase in contribution margin," said
Bill Stewart, Naturade CEO.  "We see significant potential to
expand Ageless and Symbiotics products from the approximately
2,000 health food stores where they currently hold distribution
into the much broader network of over 20,000 outlets where
Naturade products are currently authorized."

Peter H. Pocklington, the principal stockholder of Quincy and
Naturade said, "My goal is to make Naturade a much larger company
in time through the acquisition of consumer brands sold in the
natural channels in which the company operates.  I decided to
focus on this industry because of my personal belief in the
potential of natural solutions and because there are so many small
companies who would be able to prosper as part of a larger
organization that could provide the financial support they need."

Mr. Pocklington added, "We've already started the search for the
next group of acquisitions that we hope to accomplish.  I have
great confidence in Bill Stewart and the talented management team
that he has assembled to be able to quickly integrate these
businesses as part of my vision of Naturade as a powerhouse of
natural brands."

                           Financing

In conjunction with the reorganization, the Company entered into a
$4,000,000 convertible financing facility with Laurus Master Fund,
Ltd. replacing its current credit facility and providing
additional working capital for operations and future acquisitions.  

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.


NOMURA CBO: Credit Enhancement Prompts S&P to Upgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-2 notes issued by Nomura CBO 1997-1 Ltd., a high-yield arbitrage
CBO, and removed it from CreditWatch with positive implications,
where it was placed May 19, 2005.

The upgrade reflects factors that have positively affected the
credit enhancement available to support the class A-2 notes since
the rating on the notes was raised on Feb. 1, 2005.  The primary
factor was an increase in the level of overcollateralization
available to support the A-2 notes.

Since the Feb. 1, 2005 upgrade, the transaction has paid down
$30.745 million (approximately 33.10%) to the class A-2 notes,
thereby increasing the class A-2 overcollateralization ratio test.
   
         Rating Raised And Removed From Creditwatch Positive
   
                        Nomura CBO 1997-1 Ltd.

                                    Rating
                                    ------
                       Class     To       From
                       -----     --       ----
                       A-2       BB-      B+/Watch Pos
    
Transaction Information

   Issuer:             Nomura CBO 1997-1 Ltd.
   Co-issuer:          Nomura CBO 1997-1 Corp.
   Collateral manager: Nomura Corporate Research
                       and Management
   Underwriter:        Bear Stearns Cos. Inc.
   Trustee:            JPMorganChase Bank N.A.
   Transaction type:   Arbitrage corporate high-yield CBO
      
   Tranche                      Initial   Prior       Current
   Information                  Report    Upgrade     Action
   -----------                  -------   -------     -------
   Date (MM/YYYY)               6/1997    2/2005      7/2005
   Class A-2 note rating        A-        B+          BB-
   Class A-2 OC ratio (%)       120       122.23      130.36
   Class A-2 OC ratio min. (%)  114       150         150
   Class A-2 note bal. (Mil. $) 291.50    92.879      62.133
       
   Portfolio Benchmarks                           Current
   --------------------                           -------
   S&P Wtd. Avg. Rtg. (excl. defaulted)           B
   S&P Default Measure (excl. defaulted) (%)      5.47
   S&P Variability Measure (excl. defaulted) (%)  3.83
   S&P Correlation Measure (excl. defaulted)      1.07
   Oblig. Rtd. 'BBB-' and above (%)               7.12
   Oblig. Rtd. 'BB-' and above (%)                33.77
   Oblig. Rtd. 'B-' and above (%)                 62.53
   Oblig. Rtd. in 'CCC' range (%)                 11.38
   Oblig. Rtd. 'CC', 'SD' or 'D' (%)              26.09
      
   S&P Rated             Current
   OC (ROC)              Rating Action
   ---------             -------------
   Class A-2 notes (%)   107.40 ('BB-')
      
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization (ROC) Statistic, see "ROC Report July
2005," published on RatingsDirect, Standard & Poor's Web-based
credit analysis system, and on the Standard & Poor's Web site at
http://www.standardandpoors.com/. Go to "Fixed Income," under  
"Browse by Sector" choose "Structured Finance," and under
Commentary & News click on "More" and scroll down to the desired
articles.


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


OLD DIXIE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Old Dixie Produce & Packaging, Inc.
        5801 G. Street
        New Orleans, Louisiana 70123
             
Bankruptcy Case No.: 05-16397

Type of Business: The Debtor is an affiliate of Dixie Produce &
                  Packaging, LLC, which filed for chapter 11
                  protection on Apr. 27, 2005 (Bankr. E.D. La.
                  Case No. 05-13410) with Honorable Jerry A. Brown
                  presiding.  Dixie Produce & Packaging, LLC's
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on April 28, 2005.

Chapter 11 Petition Date: July 29, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: William H. Patrick, III, Esq.
                  Heller Draper Hayden Patrick & Horn
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949        

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   East Coast Brokers                              $840,522
   P.O. Box 2636
   Plant City, FL 33564

   Carolina Tomato                                 $703,731
   P.O. Box 13581
   Colombia, SC 29201

   Pacific International Marketing                 $637,643
   P.O. Box 3737
   Salinas, CA 93912

   Village Farms                                   $377,192
   P.O. Box 18523
   Newark, NY 07191

   Ryder Transportation Srv                        $235,803

   Rocky Mtn Brokerage Co.                         $230,826

   Temple-Inland                                   $191,043

   Seminole Produce Dist                           $174,596

   Russet Potato Exchange                          $135,691

   Burlington Northern & Sante Fe Railroad Co      $118,762

   West Coast Tomato Inc., FL                      $104,448

   Harry Lee Sheriff & Tax Collector                $93,110

   Gonzalez Packing Co.                             $81,327

   Charles Jones Produce LLC                        $73,957

   Debruyn Produce Co.                              $71,572

   MCC Electric, LLC                                $66,996

   Northeast Packaging Co.                          $66,817

   Meyer Tomato LLC                                 $66,105

   Keith Connell Inc.                               $65,610

   Entergy                                          $64,936


ON TOP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Lead Debtor: On Top Communications, LLC
             4601 Presidents Drive, Suite 150
             Lanham, Maryland 20706                          

Bankruptcy Case No.: 05-27037

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      On Top Communications of Louisiana, LLC       05-27040
      On Top Communications of Georgia, LLC         05-27042
      On Top Communications of Mississippi, LLC     05-27043
      On Top Communications of Virginia, LLC        05-27044
      On Top Communications of Louisiana II, LLC    05-27047   

Type of Business: The Debtor and its affiliates acquire, own
                  and operate FM radio stations located in the
                  Southeastern United States.

Chapter 11 Petition Date: July 29, 2005

Court: District of Maryland (Greenbelt)

Debtors' Counsel: Thomas L. Lackey, Esq.
                  4201 Northview Drive, Suite 407
                  Bowie, Maryland 20716
                  Tel: (301) 390-6400         

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
On Top Communications, LLC   $10 Million to      $10 Million to
                             $50 Million         $50 Million

On Top Communications of     $10 Million to      $10 Million to
Louisiana, LLC               $50 Million         $50 Million

On Top Communications of     $10 Million to      $10 Million to
Georgia, LLC                 $50 Million         $50 Million

On Top Communications of     $10 Million to      $10 Million to
Mississippi, LLC             $50 Million         $50 Million

On Top Communications of     $10 Million to      $10 Million to
Virginia, LLC                $50 Million         $50 Million

On Top Communications of     $10 Million to      $10 Million to
Louisiana II, LLC            $50 Million         $50 Million

List of 20 Largest Unsecured Creditors of:

      --- On Top Communications, LLC
      --- On Top Communications of Louisiana, LLC     
      --- On Top Communications of Georgia, LLC       
      --- On Top Communications of Mississippi, LLC   
      --- On Top Communications of Virginia, LLC      
      --- On Top Communications of Louisiana II, LLC     


   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Opportunity Capital           Value of security:      $5,210,681
2201 Walnut Ave., Suite 210   $18,200,000
Fremont, CA 94538

MMG Ventures                  Value of security:      $4,528,640
826 East Baltimore St.,       $18,200,000
Baltimore, MD 21202-4702

Virginia Faith Broadcasting   Value of security:      $2,281,793
645 Chruch St., Suite 400     $18,200,000
Norfolk, VA 23510

Opportunity Capital Corp.     Value of security:      $1,500,304
SBIC                          $18,200,000
2201 Walnut Ave., Suite 210
Fremont, CA 94538

Broadcast Capital Fund, Inc.  Value of security:        $422,938
1001 Connecticut Avenue,      $18,200,000
Northwest, Suite 705
Washington, DC 20036

Steve Hegwood                 Value of security:        $407,230
4922 Rees Lane                $18,200,000
Bowie, MD 20720

Internal Revenue Service      Federal withholding       $350,000
11601 Roosevelt Boulevard,    tax
Drop Point 869
Philadelphia, PA 19154

Leonard Rayford               Value of security:        $252,437
1436 North Carolina Ave.,     $18,200,000
Northeast
Washington, DC 20002

Compendia Songs               Lawsuit                   $213,950

Community Development         Value of security:        $140,964
Ventures                      $18,200,000

Thomas Kennedy                Lawsuit                   $103,000

Marketron                                                $77,228

Arbitron                      Lawsuit                    $75,201

Flinn Broadcasting            Lawsuit                    $74,144

Flinn Broadcasting                                       $62,372

Leventhal, Senter & Lerman                               $48,000

Broadcast Music               Lawsuit                    $46,894

Winner Broadcasting                                      $39,424

Citidel Broadcasting Company                             $38,966

United Healthcare of                                     $36,133   
Mid-Atlan.


ONE TO ONE: Committee Hires Deloitte Financial as Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, gave the Official Committee of Unsecured
Creditors of One to One Interactive, LLC, permission to employ
Deloitte Financial Advisory Services LLP as its Financial Advisory
Services Provider, nunc pro tunc to May 29, 2005.

Deloitte Financial provides comprehensive financial, economic and
strategic advice for clients in four separate but integrated
transaction-oriented service lines: Forensic & Dispute Services;
Reorganization Services; Valuation and Corporate Finance.

The functional expertise, deep industry knowledge and unique skill
sets of its 800 professionals across the U.S., combined with the
unparalleled resources of the Deloitte & Touche USA LLP network,
enable the Firm to expertly address its clients' complex business
problems.

In this engagement, Deloitte Financial will:

    a) assist the Committee in Connection with its assessment of
       the Debtor's cash and liquidity requirements, as well as   
       the Debtor's financing requirements;

    b) assist the Committee in connection with its monitoring of
       the Debtor's financial and operating performance, including
       the Debtor's current operations, monthly operating reports
       and other financial and operating analyses or periodic
       reports as provided by management or Debtor's financial
       advisors;

    c) assist the Committee in connection with its evaluation of
       the Debtor's key employee retention plans, compensation and
       benefit plans or other incentive plans;

    d) assist the Committee in connection with its evaluation of
       the Debtor's business, operational and financial plans,
       both short-term and long-term including with respect to
       actual results versus forecast, capital expenditure
       requirements, and cost reduction opportunities;

    e) assist the Committee in connection with its evaluation of       
       the Debtor's statements of financial affairs and supporting
       schedules, executory contracts and claims;

    f) assist the Committee in connection with its evaluation of
       the Debtor's operating structure, business configuration
       and strategic alternatives;

    g) assist the Committee in connection with its evaluation of
       restructuring-related alternatives;

    h) assist the Committee in connection with the Committee's
       restructuring or reorganization-related negotiations    
       including analysis, preparation or evaluation of any plans
       of reorganization proposed by the Debtor, the Committee or
       a third party;

    i) assist the committee in connection with its analysis of
       issues related to claims filed against the Debtor including   
       reclamation issues, administrative, priority or unsecured
       claims, case litigation and contract rejection damages;

    j) assist the Committee on its evaluation of auction
       procedures or sale transactions that may take place,
       including with respect to the Committee's evaluation of    
       bids, establishment of bid procedures, identification of
       additional potentially interested parties for the Debtor's   
       assets, negotiation of Asset Purchase Agreement provisions  
       including working capital adjustments, valuation issues and   
       other related matters;

    k) attend and participate in hearings before the Bankruptcy
       Court;

    l) assist the Committee in its analysis of the books and
       records of the Debtor in connection with potential recovery
       of funds to the estate from voidable transactions
       including related party transactions, preference payments
       and unenforceable claims; and

    m) provide other related services as may be requested in   
       writing by the Committee and as agreed to by the Firm.

Deloitte Financial's applicable hourly rates are:

       Designation                               Hourly Rates
       -----------                               ------------
       Partner, Principal and Director             $600 - $750
       Senior Manager                              $500 - $580
       Manager                                     $400 - $500
       Senior Consultant                           $250 - $375
       Staff                                       $180 - $275     

The Firm has agreed to bill the Debtor at the lesser amount of 70%
of its applicable hourly rates or a blended rate of $310 per hour
for the professional s and support staff involved.

Sheila T. Smith, a principal at Deloitte Financial, assures the
Court that the Firm does not hold any interest adverse to the
Debtor of the Committee and that it is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code.

Headquartered in Boston, Massachusetts, One to One Interactive,
LLC -- http://www.onetooneinteractive.com/-- provides Internet   
marketing services and offers marketing, creative and technology
services to companies in industries like financial services, life
sciences, media, telecommunications and technology.  The Debtor
filed for chapter 11 protection on March 18, 2005 (Bankr. D. Mass.
Case No. 05-12083).  A. Davis Whitesell, Esq., at Cohn &
Whitesell, LLP, represents the Debtor in its restructuring
process.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $1 million to $10 million.


ONE TO ONE: Hires Triax Capital as Investment Banker
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, gave One to One Interactive, LLC, permission to
employ Triax Capital Advisors, LLC, as its Investment Banker.

Triax Capital will provide financial and restructuring advisory
services on behalf of the Debtor.  These services include:

     a) analyzing, assisting and developing a financial
        restructuring plan;

     b) assisting the Debtor in developing and negotiating a plan
        of reorganization with its creditors; and

     c) selling the Debtor's assets or raising additional debt or
        equity capital for the Debtor.   

In this engagement, Triax Capital will receive as compensation:

     a) a monthly fee of $20,000;

     b) a transaction fee payable upon consummation of a sale of
        the Company's business or assets, or other restructuring
        transaction, equal to 10% of the aggregate gross proceeds
        above $1 million generated from the transaction.  Triax
        will receive no transaction fees for gross proceeds less
        than $1 million.

Joseph E. Sarachek, a managing partner at Triax Capital, assures
the Court that he and the other members of his Firm are
"disinterested persons" as the term is defined in section 101(14)
of the Bankruptcy Court.

Triax Capital is a specialty investment banking firm with
substantial expertise in the areas of Financial Restructuring,
Operational Restructuring, Forensic Accounting and Litigation
Support.  The Firm provides advisory services to parties involved
with highly leveraged companies and special situation investments.

A copy of Triax Capital's engagement agreement is available for a
fee at:

     http://www.researcharchives.com/bin/download?id=050801033041

Headquartered in Boston, Massachusetts, One to One Interactive,
LLC -- http://www.onetooneinteractive.com/-- provides Internet   
marketing services and offers marketing, creative and technology
services to companies in industries like financial services, life
sciences, media, telecommunications and technology.  The Debtor
filed for chapter 11 protection on March 18, 2005 (Bankr. D. Mass.
Case No. 05-12083).  A. Davis Whitesell, Esq., at Cohn &
Whitesell, LLP, represents the Debtor in its restructuring
process.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $1 million to $10 million.


ONE TO ONE: Exclusive Plan Filing Period Extended Until Sept. 30
----------------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, extended until
Sept. 30, 2005, the time within which One to One Interactive, LLC,
has the exclusive right to file a plan of reorganization and
disclosure statement.  The Debtor's exclusive period to solicit
plan acceptances is extended through November 29, 2005.

The Debtor says it needs the exclusivity extensions so it can
continue efforts to sell its business without the potential
distraction of a third-party plan that might otherwise interfere
with the sale process and create unnecessary costs to the estate.

The Debtor expects to make more meaningful progress in the
proposed sale with the retention of Triax Capital Advisors, LLC,
as its investment banker.  With Triax Capital's assistance, the
Debtor anticipates attracting a stalking horse bid for its
business that will be subjected to higher or better competing
offers through a court-approved sale process.

A focused sales effort, the Debtor says, will permit plan
formulation and negotiations to occur at a time when the
parameters of an acceptable, consensual plan are more likely to be
in focus.

Headquartered in Boston, Massachusetts, One to One Interactive,
LLC -- http://www.onetooneinteractive.com/-- provides Internet   
marketing services and offers marketing, creative and technology
services to companies in industries like financial services, life
sciences, media, telecommunications and technology.  The Debtor
filed for chapter 11 protection on March 18, 2005 (Bankr. D. Mass.
Case No. 05-12083).  A. Davis Whitesell, Esq., at Cohn &
Whitesell, LLP, represents the Debtor in its restructuring
process.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $1 million to $10 million.


OWENS CORNING: Gets Court Nod to Employ Sidley Austin as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Owens
Corning and its debtor-affiliates permission to employ Sidley
Austin Brown & Wood, LLP, as their general reorganization and
bankruptcy co-counsel pursuant to Section 327(a) of the Bankruptcy
Code, nunc pro tunc to April 28, 2005.

According to Owens Corning's Senior Vice President, General
Counsel and Secretary, Stephen K. Krull, Sidley Austin has
extensive familiarity with the issues that the Debtors face in
asbestos-related cases.  Sidley Austin also has extensive
corporate and securities, tax, finance and regulatory practices.

Mr. Krull reminded the Court that the Debtors initially wanted to
employ Saul Ewing LLP and Skadden, Arps, Slate, Meagher & Flom,
LLP as their general bankruptcy co-counsel.

However, the United States Trustee objected to the Debtors'
request to employ Skadden Arps.  The U.S. Trustee believed that
Skadden Arps did not meet the requirements under Section 327(a).

So since the Petition Date, Saul Ewing acted as the Debtors' sole
general bankruptcy counsel.  Skadden Arps was retained as special
counsel.  Skadden's employment was limited to an enumerated list
of non-bankruptcy-related services, principally corporate and
tax-related matters.

Mr. Krull noted that in light of the substantial complexities of
the Debtors' cases and the interwoven nature of bankruptcy,
corporate, tax, securities and other substantive issues --
particularly in the context of plan formulation and confirmation,
the agreed restrictions on the scope of Skadden's services has
impaired the ability of the Company, Saul Ewing and Skadden to
function in an optimal manner.

Sidley's hourly rates for U.S.-based professionals are subject to
periodic adjustment.  The current hourly rates are:

      Professional                         Hourly Rate
      ------------                         -----------
      Partners & Senior Counsel            $425 - $800
      Associates                           $180 - $465
      Para-professionals                    $80 - $200

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)


PACIFIC FINANCIAL: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pacific Financial Leasing
        17371 Mount Wynne Circle
        Fountain Valley, California 92708

Bankruptcy Case No.: 05-15216

Chapter 11 Petition Date: July 28,2005

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Marc A. Zimmerman, Esq.
                  13102 Marcy Ranch Road
                  Santa Ana, California 92705
                  Tel: (714) 669-5780

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Charles F. McGarry                               $35,000
   17371 Mount Wynne Circle
   Fountain Valley, CA 92708

   Robert L. Walker                                 $15,000
   23925 Copenhagen Street
   Mission Viejo, CA 92691

   Alan Emmons                                         $500
   12529 Springsnow Circle
   Cerritos, CA 90703


PARK PLACE: Fitch Places Low-B Rating on Two Certificate Classes
----------------------------------------------------------------
Park Place Securities Inc.'s asset-backed pass-through
certificates, series 2005-WCW3, are rated by Fitch Ratings:

     --  $698.61 million privately offered classes A-1A and A-1B
        'AAA';

     -- $484.89 million publicly offered classes A-2A, A-2B, and
        A-2C 'AAA';

     -- $68.25 million class M-1 'AA+';

     -- $38.25 million class M-2 'AA+';

     -- $25.50 million class M-3 'AA';

     -- $23.25 million class M-4 'AA-';

     -- $24.75 million class M-5 'A+';

     -- $22.50 million class M-6 'A';

     -- $21.75 million class M-7 'A-';

     -- $16.50 million class M-8 'BBB+';

     -- $12.00 million class M-9 'BBB';

     -- $9.00 million class M-10 'BBB';

     -- $15.00 million privately offered class M-11 'BB+';

     -- $11.25 million privately offered class M-12 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 21.10% credit enhancement provided by classes M-1
through M-12 certificates, monthly excess interest, and initial
overcollateralization of 1.90%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 16.55% credit enhancement provided by classes M-2
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 14.00% credit enhancement provided by classes M-3
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 12.30% credit enhancement provided by classes M-4
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'AA-' rated class M-4 certificates
reflects the 10.75% credit enhancement provided by classes M-5
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'A+' rated class M-5 certificates
reflects the 9.10% credit enhancement provided by classes M-6
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'A' rated class M-6 certificates
reflects 7.60% credit enhancement provided by classes M-7 through
M-12 certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'A-' rated class M-7 certificates
reflects the 6.15% credit enhancement provided by classes M-8
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'BBB+' rated class M-8 certificates
reflects the 5.05% credit enhancement provided by classes M-9
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'BBB' rated class M-9 certificates
reflects the 4.25% credit enhancement provided by classes M-10
through M-12 certificates, monthly excess interest, and initial
OC.

Credit enhancement for the 'BBB' rated class M-10 certificates
reflects the 3.65% credit enhancement provided by the class M-11
and M-12 certificates, monthly excess interest, and initial OC.

Credit enhancement for the non-offered 'BB+' class M-11
certificates reflects the 2.65% credit enhancement provided by
class M-12 certificates, monthly excess interest, and initial OC.

Credit enhancement for the non-offered 'BB+' class M-12
certificates reflects monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Countrywide Home Loans Servicing LP as master servicer.  Wells
Fargo Bank, N.A. will act as trustee.

As of the cut-off date, July 1, 2005, the group I mortgage loans
have an aggregate balance of $885,436,393.  The average principal
balance of the mortgage loans is approximately $151,954.  The
weighted average loan rate is approximately 7.575% . The weighted
average remaining term to maturity is 356 months.  The weighted
average original loan-to-value ratio is 80.55%, and the weighted
average Fair, Isaac & Co. score is 601. T he properties are
primarily located in California (14.70%), Florida (14.37%),
Illinois (8.41%), Arizona (7.65%), Michigan (5.10%), and Texas
(5.08%). All other states represent less than 5% of the group I
pool balance as of the cut-off date.

As of the cut-off date, the group II mortgage loans have an
aggregate balance of $614,564,337.  The average principal balance
of the mortgage loans is approximately $236,280.  The weighted
average loan rate is approximately 7.471%.  The WAM is 357 months.  
The weighted average OLTV ratio is 82.76%, and the weighted
average FICO score is 617.  The properties are primarily located
in California (27.88%), Florida (15.40%), New York (10.15%), and
Illinois (8.85%).  All other states represent less than 5% of the
group II pool balance as of the cut-off date.

The loans were originated or acquired by Argent Mortgage Company,
LLC, an affiliate of Ameriquest Mortgage Company, a specialty
finance company engaged in the business of originating,
purchasing, and selling retail and wholesale subprime mortgage
loans.


PETROHAWK ENERGY: Moody's Junks $130 Million Sr. Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a first time Corporate Family
Rating (formerly the senior implied rating) of B3 to Petrohawk
Energy Corp., assigned a Caa1 rating to the senior unsecured notes
assumed by Petrohawk Energy Corp. following its acquisition of
Mission Resources, and a Speculative Grade Liquidity rating of
SGL-3.  

At the same time, Moody's is upgrading Mission's Corporate Family
Rating to B3 from Caa1 and the senior notes rating to Caa1 from
Caa2, with a stable outlook, completing the ratings review. Since
Mission will no longer remain a legal entity as Petrohawk will
become the obligor of the notes, Moody's will withdraw its ratings
on Mission.

The new ratings for Petrohawk reflect:

   * the very high pro forma leverage on the proven developed
     reserve base;

   * the company's acquisitive nature which may lead to sustained
     elevated debt levels;

   * the relatively small scale of reserves which results in
     concentrations within the asset portfolio;

   * the need to demonstrate that it can successfully develop its
     existing core properties at competitive costs given the
     limited history of ownership of the reserve base and show
     sustained organic production growth;

   * a significant proportion of its reserve and production base
     in shorter-lived properties;

   * a rising reserve replacement cost driven by nearly $1.0
     billion in acquisitions completed at upcycle prices; and

   * a lower than average percent of operated properties that
     could limit financial flexibility.

The ratings are supported by:

   * a total reserve and production base that is fairly durable
     and contains basin diversification;

   * a supportive commodity price outlook;

   * a seasoned management team that has built and sold other
     exploration and production companies in the past; and

   * the combined property base of the two companies contains
     regional overlap, thus creating greater basin intensity in
     some cases and reduces overall integration risk.

The SGL-3 ratings is reflective of:

   * the current production and commodity price outlooks over the
     next twelve months which should provide sufficient cash flow
     cover of planned capex, interest expense and working capital
     needs;

   * the expectation that availability under the revolver will be
     improved with additional funding under the second lien term
     loan; and

   * the projected covenant cushion under the credit agreement,
     ensuring availability over the ensuing four quarters.

However, the rating is tempered by the exposure of the revolver's
borrowing base to commodity price declines; the expectation that
the company will spend essentially all of its cash flow and the
limited alternate sources of liquidity.

The stable outlook assumes that the company will reduce debt and
leverage on the PD reserve base to within $8.00/boe by year-end
2005.  While the company is expected to spend the majority of its
cash flow, material debt reduction will likely come in the form of
asset divestitures as management continues to shape its property
portfolio.  The stable outlook also considers continued supportive
commodity prices; that material acquisitions are largely funded
with equity; and that the company funds its capital spending
program with internal cash flow as it focuses on developing the
properties it acquired less than a year ago.

However, the outlook and/or ratings could face downward pressure
if:

   * leverage is not reduced to within $7.00/boe of PD reserves
     (assuming commodity prices remain supportive) over the next
     twelve months;

   * if the company reports declining sequential quarterly
     production trends; or

   * if the company does not replace production with a balance of
     PD and PUD reserves at competitive, sustainable costs.

A positive outlook would be considered if:

   * Petrohawk reduces and sustains debt/PD reserves to
     within $6.00/boe;

   * if the company demonstrates that it's mounting sustainable
     quarterly production gains; or

   * if a material acquisitions are viewed to add sufficient scale
     and further diversification to the existing property base
     without adding leverage.

The senior unsecured notes are currently notched from the
Corporate Family Rating, reflecting their structural subordination
to the significant amount of funded senior secured debt.  At
acquisition close, Petrohawk has approximately $236 million funded
under the company's $280 million first lien senior secured
revolving credit facility.  The company will also have $75 million
funded under the 2nd lien term loan B facility (which has another
$75million available under a delayed draw provision), putting a
total of $310 million of senior secured debt ahead of the bonds.

With a stable outlook, Moody's assigned these ratings to
Petrohawk:

   * B3 -- Corporate Family Rating

   * Caa1 -- $130 million of 9.875% Senior unsecured notes

Pro forma leverage on the PD reserve base will be a very high
$8.49/boe, which ranks among the high end of the peer group.  The
high leverage is the result of Petrohawk completing significantly
debt funded acquisitions over the past year.  At close of the
Mission acquisition, the company has approximately $441 million of
debt outstanding, which is comprised of $311 million drawn under
the revolver and term loan B, and the $130 million of notes
assumed from Mission.

Given the company's growth acquisitions and the expectation that
as the company's portfolio continues to evolve and it plans to
spend significant capital on developing prospects, Moody's does
not expect material debt reduction in the near term to come from
cash flow and thus would be driven by asset divestitures or
potential equity offerings.

The combined company will have approximately 70 mmboe
(approximately 421 Bcfe) of proven reserves (pro forma for
12/31/04 reserves and subsequent acquisitions and divestitures)
with about 74% of that (about 51.9 mmboe) proven developed
reserves.  The reserves are located in the Anadarko basin, E
Texas/N. Louisiana, the Gulf Coast/Gulf of Mexico, South Texas and
the Permian Basin and offer a degree of diversification.

However, Moody's notes that the company has owned the large
majority of its properties less than year and thus has not
demonstrated a track record successfully driving organic
production growth with them.  In November 2004, it acquired the
Wynn-Crosby properties which consisted of 33.3 mmboe (200 Bcfe),
in February, 2005 4.7 mmboe (28 Bcfe) were acquired from Proton
Energy, and the Mission reserves are approximately 33.5 mmboe (201
Bcfe).  The company also completed asset divestitures during that
time, getting to the pro forma reserve total.

In addition, concentrations and significant reinvestment risk
exists within the portfolio as approximately 55% of the production
and more than 35% of the proved reserves are located in the Gulf
Coast/Gulf of Mexico and S. Texas areas, which have a PD reserve
life of less than 4 years.

On the cost side, pro forma for the acquisition, the company's pro
forma full cycle costs are approximately $29.00/boe.  These costs
include over $9.00/boe of lease operating expense of around
$4.00/boe of G&A and about $4.00/boe of estimated interest
expense.  The three year all-sources finding and development
figure used in these costs are $12.05/boe, which is just a pro
forma for Mission and Petrohawk's actual 2004 performance.

However, Moody's realizes this is may not be a very good proxy for
F&D as Petrohawk's F&D numbers reflect the Wynn-Crosby acquisition
in late 2004.  Moody's expects FYE 2005 F&D numbers to be a better
indication after having Wynn-Crosby in the fold for a full year,
though it will also have Mission being acquired 8 months into the
year, thus making FYE 2006 an even better measure for F&D.

A mitigant to Petrohawk's significant growth through acquisitions
is the track record of the current management team and their
demonstrated ability to build up E&P companies to become
attractive targets for larger companies.  As the management team
continues to mold the Petrohawk portfolio, commodity prices, at
least in the near term, are likely to remain supportive for the
company's capital program targeted to develop the property base
and to pursue some exploration opportunities.

The SGL-3 rating reflects Moody's view that the company
Petrohawk's EBITDA will range between $175 million and $225
million over the next four quarters.  Even at the low end of these
estimates, the company is expected to be able to cover estimated
capital spending plan of between $120 million and $135 million,
pro forma interest expense of about $24 million, and working
capital needs.

The SGL-3 rating also considers the availability under the
revolver, which Moody's expects will increase from about $44
million at closing to nearly $119 million upon funding the
remaining $75 million of the term loan B and repay revolver
borrowings.  However, in the event the company doesn't draw the
$75 million from the term loan before the 45 day expiration
period, the SGL-3 rating could be pressured downward.

Moody's also expects the company to be able to meet the
maintenance covenants under the credit agreement.  The covenants
for the revolver include a minimum current ratio of 1.0x, an
EBITDA to interest expense ratio of 2.5x and net total debt to
EBITDA of less than 4.0x.  The second lien facility also contains
an asset coverage requirement of greater than 1.5x.

Petrohawk Energy, Corporation is headquartered in Houston, Texas.


QUIGLEY COMPANY: Wants Sept. 15 Bar Date to Include Silica Claims
-----------------------------------------------------------------
Quigley Company, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to fix Sept. 15, 2005, as the
deadline for all creditors owed money on account of claims arising
prior to Sept. 3, 2004, to file written proofs of claim.

The Official Committee of Unsecured Creditors have requested that
Silica-related PI claims be subject to the proposed Sept. 15
Claims Bar Date in order to facilitate the progress of the
Debtor's case and avoid unnecessary disputes.  As a result, the
Debtor has agreed to amend the motion to include Silica-related PI
claims among the claims subject to the General Claims bar date and
omit it from the Excluded claims.

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability. When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, represents the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


REMY INT'L: June 30 Balance Sheet Upside-Down by $233.7 Million
---------------------------------------------------------------
Remy International, Inc., reported net sales of $312.3 million and
Adjusted EBITDA of $6.2 million for the quarter ending June 30,
2005.  Net sales increased $40.3 million, or 14.8%, and Adjusted
EBITDA decreased $24.7 million, or 80.0%, compared with the second
quarter of 2004.  An operating loss of $3.1 million in the second
quarter of 2005 compares with operating income of $24.4 million in
the same period of 2004.

The net sales increase of $40.3 million in the second quarter
mainly reflects a full quarter of results from our recent
acquisition of Unit Parts Company in March 2005 and continued
strong Powertrain Diesel Product sales.

In the second quarter of 2005, the Company notified U.S. Customs
of a probable underpayment of a U.S. duty and recorded a charge of
$6.0 million for the periods 2000-2004 on remanufactured starters
and alternators imported into the U.S.  The Company intends to
appeal any assessment.

Additionally in the quarter, the Company incurred significant
costs in its Mexican operations arising from the insourcing of
components for its Original Equipment Manufacturing operations,
the implementation of a new ERP system and the integration costs
relating to the UPC acquisition.  Costs in the quarter were
substantially higher than anticipated.

"Market softness in our North American automotive and electrical
aftermarket businesses continue to adversely impact our results,"
Commenting on the second quarter results, Tom Snyder, President
and CEO, said.  "As we have previously indicated, commodity price
pressures and the weak dollar have reduced our gross margins.  
Moreover, the second quarter performance was impacted by the
startup and integration cost discussed above.  We do believe,
however, that the majority of issues we faced, particularly with
respect to the systems implementation, are behind us and the
majority of insourcing projects are now complete."

Adjusted EBITDA in the second quarter of 2005 decreased over the
same period in 2004 mainly due to lower gross margins as discussed
above and higher selling, general and administrative costs as
previously announced.

Net sales of $593.9 million in the first six months of 2005
increased $52.8 million, or 9.8%, over the comparable period in
2004.  Adjusted EBITDA for the six months ended June 30, 2005 of
$26.8 million declined $32.8 million and operating income of $11.8
million declined $35.2 million compared with the same period of
2004.

Cash used in operating activities of $38.0 million in the first
six months of 2005 represents a $27.6 million increase over the
comparable period in 2004, reflecting lower earnings and the
discontinuance of one of our accelerated receivable programs.  

At June 30, 2005, the Company had approximately $66 million of
availability on its senior credit facility in addition to
$21.7 million in cash on the balance sheet.

                  Management Realignment

The Company disclosed a realignment of management
responsibilities.  This realignment will enable the Company to
increase its focus on improving operational and financial
performance.

Additionally, the Company has commenced new actions to reduce
overhead and other costs and expects to record a restructuring
charge related to these actions of approximately $4.0 million in
the third quarter of 2005.

                      Future Outlook   

Commenting on 2005, Mr. Snyder said, "Clearly we are disappointed
with our second quarter results.  We continue to be affected by
the difficult conditions in the automotive industry.  We believe
that the actions taken in the second and early third quarter
combined with the synergies from the UPC integration will generate
significant improvements in the third quarter compared with our
second quarter results."

Remy International, Inc., headquartered in Anderson, Indiana, is a
leading manufacturer, remanufacturer and distributor of Delco Remy
brand heavy-duty systems and Remy brand starters and alternators,
diesel engines, locomotive products and hybrid power technology.  
The Company also provides a worldwide components core-exchange
service for automobiles, light trucks, medium and heavy-duty
trucks and other heavy-duty, off-road and industrial applications.  
Remy was formed in 1994 as a partial divestiture by General Motors
Corporation of the former Delco Remy Division, which traces its
roots to Remy Electric, founded in 1896.

At June 30, 2005, Remy International's balance sheet showed a
$233,727,000 stockholders' deficit, compared to a $202,600,000
deficit at Dec. 31, 2004.


REMY INTERNATIONAL: S&P Junks $125 Million Senior Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anderson, Indiana-based Remy International Inc. to 'B-'
from 'B'.  At the same time, the $160 million first-priority
senior secured bank facility rating was lowered to 'B' (the
recovery rating remains '1'),  while the $125 million second-
priority senior secured floating rate notes were lowered to
'CCC+', and the senior subordinated notes were lowered to 'CCC'.

Remy is a large manufacturer, and remanufacturer, of aftermarket
and original equipment electrical components (primarily starter
motors and alternators) and aftermarket powertrain components for
heavy- and light-duty trucks.  Citigroup Venture Capital Equity
Partners LP controls privately held Remy, which had $708 million
of total balance sheet debt at June 30, 2005.  The outlook is
negative.

"The downgrade reflects Remy's significantly weaker-than-expected
second-quarter EBITDA, which raises concerns about the company's
ability to sustain EBITDA growth in the intermediate term," said
Standard & Poor's credit analyst Nancy C. Messer.  "As a result of
this earnings announcement, 2005 EBITDA will fall meaningfully
below prior estimates, and credit protection measures will not
reach the levels that Standard & Poor's had expected by year-end
2005.  As of June 30, 2005, Remy's lease-adjusted total debt to
EBITDA was very aggressive at nearly 9x and EBITDA interest
coverage fell to less than 1.5x."

Remy's liquidity position eroded in the second quarter but is
still adequate.  Remy had $66 million of availability, at June 30,
2005, on its $160 million senior secured revolving credit facility
which, fortunately, does not contain financial covenants that
could restrict access.  The company also has $22 million of cash.
The company could enhance its liquidity in the second half of 2005
because of seasonal working capital improvements and planned
inventory reduction.  Material improvement in the credit ratios
depends on longer-term cost-side benefits from ongoing
restructuring efforts, the company's completion of the Unit Parts
Co. integration, improved market demand, and the consistent
generation of free cash flow.

Remy's second-quarter EBITDA was $6.2 million, an 80% decline,
year over year.  The company attributed the serious discrepancy
from anticipated EBITDA levels to a variety of unusual items and
operating issues.  The unusual costs, totaling $13 million,
resulted primarily from accruals for back-dated custom duties on
remanufacturing business and from the company's timing when it
integrated certain UPC business into a facility in Mexico.  The
operating shortfalls, also totaling about $13 million, were
primarily related to weak demand in the North American retail
electrical aftermarket and to the negative impact of the strong
Korean currency relative to the dollar (Remy sources materials
from that country).

Aftermarket demand should experience seasonal improvement in the
third quarter, and restructuring, insourcing, and UPC integration
activities should provide cost savings and efficiencies that could
support improved second-half EBITDA.  Nonetheless, 2005 EBITDA
will be considerably less than planned.

The ratings also reflect Remy's very aggressive leverage and weak
business profile.


REPUBLIC ENGINEERED: Selling Assets to Mexico's Industrias CH
-------------------------------------------------------------
Industrias CH, S.A. de C.V., a rapidly growing steel producer and
processor based in Mexico City, acquired Republic Engineered
Products, Inc., from Perry Strategic Capital.

"This combination will create an international strategic
alliance," said Joseph F. Lapinsky, Republic's president and chief
executive officer.  "Republic will continue to operate as a stand-
alone business but will have a very strong resource in Mexico as
we strengthen our relationships with customers expanding in Mexico
and South America."

Under the agreement, ICH will acquire 100% of Republic's shares,
including those owned by the majority shareholder, Perry Capital,
New York.  Republic will become a subsidiary of Grupo Simec,
Guadalajara, Mexico, of which ICH is the majority owner.

ICH paid $229 million in cash and assumed $166 million of the
Company's debts, Mike Sakal of the Morning Journal reports.

"This transaction will preserve our ability to continue our
capital investment program," Mr. Lapinsky says.  "ICH intends to
put Republic in a debt-free position by the end of 2006.  The
previously announced installation of the new caster at our Canton
plant remains on schedule, and additional capital investments will
be considered after that project is complete," he continues.  

Kirkland and Ellis was legal advisor, and UBS Securities LLC acted
as financial advisor to Republic.

Sergio Vigil, director and chief financial officer of ICH, added,
"The addition of Republic to our family of companies will give us
a presence in the United States for the first time.  Republic has
a bright future, and our commitment to the business will make it
even stronger.  Republic also will be a valuable resource as we
pursue additional U.S. business for our other lines of steel
products."

Perry Capital had purchased Republic's assets in December 2003.  A
registration statement was filed in November 2004 to sell a
portion of Republic in an initial public stock offering.  The
opportunity to sell Republic to ICH presented itself during the
registration process.

As reported in the Troubled Company Reporter on Jan. 5, 2005, the
sale of the Debtors' assets to Perry Capital generated
substantially less than the $375 million that the Debtors owed to
its creditors.  In fact, the sale did not generate enough to pay
the secured creditors, who were owed $330 million and who were
entitled under the Bankruptcy Code to be paid first.  The Debtors
and their advisors, working with the Official Committee of
Unsecured Creditors and its advisors, agreed with the secured
creditors that $1 million would be set aside to pay for the wind
down of the Debtors and their bankruptcy estates.  The funds will
be paid to holders of administrative claims.  Holders of unsecured
claims will not get anything.

Industrias CH, S.A. de C.V. -- http://www.industriasch.com.mx/--  
operates four electric furnace steelmaking centers and four
processing plants, focusing on specialty steel long products,
welded pipe, structurals and rebar.  Customers include auto parts
makers, oil and gas companies, industrial equipment builders,
construction materials suppliers and steel distributors. ICH
employs about 3,300 people and has steelmaking capacity of
approximately 1.9 million tons.

ICH has grown rapidly through acquisitions.  Most recently, it
purchased Grupo Simec in 2001 and the Mexican steel assets of
Corporacion Sidenor (Spain) in 2004.

ICH stock is traded on the Mexico Stock Exchange under the symbol
ICHB. Grupo Simec is traded on the American Stock Exchange under
the symbol SIM.

Headquartered in Fairlawn, Ohio, Republic Engineered Products
Holdings LLC were leading suppliers of special bar quality steel,
a highly engineered product used in axles, drive trains,
suspensions and other critical components of automobiles,
off-highway vehicles and industrial equipment.  The Company and
its debtor-affiliates filed for chapter 11 protection on October
6, 2003 (Bankr. N.D. Ohio Case No. 03-55118).  Shawn M Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co LPA and Martin J.
Bienenstock, Esq., at Weil, Gotshal & Manges LLP represented the
Debtors in their chapter 11 case.  As of June 30, 2003, the
Debtors listed $481,000,000 total assets and $467,939,000 total
debts.

The Court dismissed the Debtors' chapter 11 cases on Feb. 14,
2005, after it became apparent that the Debtors' businesses could
not be rehabilitated.  After the Debtors sold all of their assets,
they didn't have enough funds to pay the fees and expenses to
continue in chapter 11.  Additionally, the Debtors' lack of
resources makes it impossible to confirm a chapter 11 plan.  


SAMSON ORUSA: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Samson Kanla Orusa
        aka Samson K. Orusa, MD
        dba Dr. Samson K. Orusa
        411 Rushton Lane
        Clarksville, Tennessee 37043

Bankruptcy Case No.: 05-08966

Type of Business: The Debtor is a medical doctor.

Chapter 11 Petition Date: July 29, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

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

Total Assets: $2,323,950

Total Debts:  $1,768,735

Debtor's 9 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Internal Revenue Service                        $278,531
MDP 146
801 Broadway
Nashville, TN 37203

Tom Dundon, Esq.                                 $50,000
Neal & Harwell, PLC
150 4th Avenue, North, Suite 2000
Nashville, TN 372192498

GMAC                                             $25,887
P.O. BOX 105677
Atlanta, GA 30348

BB&T                                             $18,000

RAI Credit Corporation                           $12,360

Professional Fee Financing Association           $11,565

Montgomery County Trustee                         $9,817

MBNA America                                      $8,499

City of Clarksville                               $5,444


SIGNAL SECURITIZATION: Fitch Affirms BB Rating on Class B Certs.  
----------------------------------------------------------------
Fitch Ratings has performed a review of the Signal Securitization
Corporation manufactured housing transactions.  Signal Bank, N.A
purchased manufactured housing contracts through Mobile
Consultants, Inc.,  who originated and sub-serviced manufactured
housing contracts for Signal Bank and a group of 25 other lenders.

MCI, in the manufactured housing business for over 20 years, was
acquired by Signal Bank's parent, First Federal Savings Financial
Services, in April 1996.  In December 2003, Clayton Homes Inc.
assumed the servicing responsibilities for the Signal portfolio.

The transactions reviewed pay principal due to senior bonds prior
to paying interest due to subordinate bonds.  Higher than expected
losses have caused significant interest shortfalls to various
subordinate bonds in the transactions.  While the structures allow
for interest shortfalls to be recovered in the future in the event
of sufficient excess spread, Fitch assessed the likelihood of the
bondholder receiving all interest due when determining the bond's
credit rating.  Based on the review, the following rating actions
have been taken:

    -- Series 1997-3 class A is affirmed at 'AA';
    -- Series 1997-3 class B is affirmed at 'BB'
    -- Series 1998-1 class A is affirmed at 'A';
    -- Series 1998-2 class A is downgraded to 'BBB-' from 'A'.


STRUCTURED ASSET: Fitch Puts BB+ Rating on $4.4 Million Certs.
--------------------------------------------------------------
Fitch has rated the Structured Asset Securities Corporation Trust
2005-WF3 mortgage pass-through certificates:

     -- $764.3 million classes A1, A2, and A3 'AAA';
     -- $30.3 million class M1 'AA+';
     -- $19.3 million class M2 'AA';
     -- $9.7 million class M3 'AA-';
     -- $9.7 million class M4 'A+';
     -- $9.2 million class M5 'A';
     -- $5.7 million class M6 'A-';
     -- $4.8 million class M7 'BBB+';
     -- $4.4 million class M8 'BBB';
     -- $4.4 million class M9 'BBB-';
     -- $4.4 million class B1 'BB+'.

The 'AAA' rating on the senior certificates reflects the 13.00%
total credit enhancement provided by the 3.45% class M1, the 2.20%
class M2, the 1.10% class M3, the 1.10% class M4, the 1.05% class
M5, the 0.65% class M6, the 0.55% class M7, the 0.50% class M8,
the 0.50% class M9, the 0.50% class B1, the unrated 0.90% class
B2, and the 0.50% initial over-collateralization.

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 Wells Fargo Bank, N.A., as servicer,
rated 'RPS1' by Fitch. U.S. Bank National Association is the
trustee.

The certificates are supported by one collateral group.  The
mortgage loans consist of 5,229 first-lien adjustable-rate and
fixed-rate, fully amortizing and balloon, mortgage loans.  The
mortgage balance as of the cut-off date (July 1, 2005) was
$878,484,852.  Approximately 17.24% of the mortgage loans are
fixed-rate mortgage loans and 82.76% are adjustable-rate mortgage
loans.  The weighted average loan rate is approximately 6.765%.
The weighted average remaining term to maturity is 350 months.  
The average principal balance of the loans is approximately
$168,002.  The weighted average original loan-to-value ratio is
79.21%.  The properties are primarily located in California
(17.83%), Maryland (9.13%), and Florida (6.96 %).

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 releases issued May 1, 2003 titled, 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
and Feb. 23, 2005 titled, 'Fitch Revises RMBS Guidelines for
Antipredatory Lending Laws', available on the Fitch Ratings web
site at http://www.fitchratings.com/

The depositor, Structured Asset Securities Corporation, assigned
to the trust fund loan-level primary mortgage insurance policies
provided by Mortgage Guaranty Insurance Corporation, PMI Mortgage
Insurance Co., Republic Mortgage Insurance Corp., Radian Guaranty
Inc., Triad Guaranty, and United Guaranty Residential Insurance
Company.  Approximately 99.91% of the mortgage loans with OLTVs
greater than 80% are covered.

All of the mortgage loans were purchased by the depositor from
Lehman Brothers Holdings Inc.

The trust fund will make elections to treat some of its assets as
one or more real estate mortgage investment conduits for federal
income tax purposes.


TERWIN MORTGAGE: Fitch Puts Low-B Rating on Two Cert. Classes          
-------------------------------------------------------------
Terwin Mortgage Trust, asset-backed certificates, TMTS series
2005-7SL, is rated by Fitch Ratings:

     -- $336.6 million class A-1 and the class A-X Interest-Only
        certificate 'AAA';

     -- $29.3 million class M-1 'AA';

     -- $9.2 million class M-2 'AA';

     -- $17.3 million class M-3 'A+';

     -- $9.2 million class B-1 'A';

     -- $7.7 million class B-2 'A-';

     -- $7.7 million class B-3 'BBB+';

     -- $6.8 million class B-4 'BBB';

     -- $6.8 million class B-5 'BBB-';

     -- $5.9 million class B-6 'BB+';

     -- $6.3 million class B-7PI 'BB'.

The 'AAA' rating on the senior certificates reflects the 27.55%
initial credit enhancement provided by the 6.50% class M-1, the
2.05% class M-2, the 3.85% class M-3, the 2.05% class B-1, the
1.70% class B-2, the 1.70% class B-3, the 1.50% class B-4, the
1.50% class B-5, the 1.30% class B-6, the 1.40% class B-7PI and
the overcollateralization.  The initial OC is 1.65% and the target
OC is 4.00%. All certificates have the benefit of excess interest.

The collateral pool consists of 8,107 fixed-rate mortgage loans
and totals $450,003,417 as of the cut-off date.  The weighted
average original loan to value ratio is 95.79%.  The average
outstanding principal balance is $55,508 the weighted average
coupon is 10.510% and the weighted average remaining term to
maturity is 236 months.  The loans are geographically concentrated
in CA (37.35%), NV (9.21%) and FL (6.93%).

Approximately 16.84% and 10.53% of the mortgage loans were
originated by Ameriquest Mortgage Company and Impac Funding
Corporation, respectively.  Ameriquest Mortgage Company is a
specialty finance company engaged in the business of originating,
purchasing and selling retail and wholesale subprime mortgage
loans.  Impac primarily sources production through its
correspondent operations and obtains loans using its wholesale
ending group.


TOUCH AMERICA: Plan Trustee Has Until Oct. 1 to Decide on Leases
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware further
extended, until Oct. 1, 2005, the period within which Brent C.
Williams can elect to assume, assume and assign, or reject the
unexpired nonresidential real property leases of Touch America
Holdings, Inc., and its debtor-affiliates.

Mr. Williams is the Plan Trustee appointed under the Liquidating
Trust established pursuant to the confirmed Amended Liquidating
Plan of Reorganization of the Debtors.

Although Mr. Williams does not believe the Debtor has any
remaining unexpired nonresidential real property leases, he
requested the extension out of abundance of caution.

The extension will also ensure that Mr. Williams is able to comply
with any outstanding obligation to assume and assign any executory
contract that a third-party may seek to characterize as unexpired
leases.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
developed, owned, and operated data transport and Internet
services to commercial customers.  The Company filed for chapter
11 protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtors.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Court confirmed the Debtors' Plan on Oct. 6, 2004, and the Plan
took effect on Oct. 19, 2004.  Brent Williams is the Plan Trustee
under the confirmed Plan.  David Neir, Esq., at Winston & Strawn
LLP represents the Plan Trustee.  


UAL CORP: Wants Court Okay on Citigroup Cooperation Agreement
-------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
enter into a cooperation agreement with Citigroup Global Markets,
Inc., and Citigroup North America, Inc., with respect to a
proposed restructuring of the 1997-1 EETC Transaction.

                        EETC Transactions

In the EETC Transactions, holders in the largest senior tranche
have the power to direct the indenture trustee to exercise
remedies, including the seizure of aircraft or entry into a
consensual restructuring.  These decisions do not require the
consent of lower tranche holders.  In a default situation, all
funds received by the EETC go through a payment waterfall
pursuant to a cross-subordination agreement between the pass-
through trustees of the various senior and subordinate tranches.  
In other words, upon default, an absolute priority rule becomes
effective within the EETC so that proceeds pay the senior tranche
first.  When the senior tranche holders and the lower tranche
holders are unrelated, senior tranche holders are indifferent to
the economic fate of the lower tranche investors.  When there are
substantial cross-holdings between the senior and lower tranche
holdings, the senior tranche holders have a financial interest in
maximizing lower tranche recoveries.  Essentially, the senior
tranche must look after its own interests on multiple levels.

If the junior tranche holders do not like the decisions of the
senior tranche holders, the junior tranche has the right to buy
the senior tranche out at par.

Cross-holdings allow the holders to negotiate higher payments and
better recoveries for the junior tranches, says James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois.  In
many cases, the Debtors' lack of leverage has forced them to
accept debt service equal to the fair market value of aircraft
and in some instances, service debt in excess of fair market
value.  

"This is clearly a function of the Debtors' lack of leverage
given its need for the aircraft as well as the presence of
significant cross-holdings," Mr. Sprayregen explains.

                   The 1997-1 EETC Transaction

The 1997-1 EETC is a multiple tranche enhanced equipment pass
through trust certificate financing.  The Series 1997-1A Pass
Through Trust issued certificates in the public debt market that
were backed by mortgages and leases on 14 aircraft.  The Senior
Tranche had an original principal of $445,826,000 that matured on
December 2, 2002, and was entitled to interest on the underlying
equipment notes at LIBOR plus 22 basis points.  The Senior
Tranche is controlled by active constituents of the Aircraft
Trustees.

Below the Senior Tranche are three junior tranches.  The Series B
and Series C Tranches with principal of $106,607,000 and
$110,000,000, respectively, are owned by one party that is not
aligned with the Trustees.  The Debtors own the Series D Tranche,
which has an outstanding principal of $11,423,182.

Mr. Sprayregen explains that to date, the divergence of ownership
between the Senior Tranche and the B and C Tranches have been
beneficial for the Debtors.  The recoveries offered to the B and
C Tranches in the 1997-1 EETC have been in line with the
underlying values of the aircraft, reflective of the lower
tranches' lack of control over their disposition.

The Debtors' adequate protection payments on the 1997-1 EETC are
greater than the contract rate of interest on the underlying A
Equipment Notes.  Therefore, a significant amount of the
principal of the Senior Tranche has been paid off.  The
underlying aircraft have held their value, so the B Tranche is
well in the money.  In other words, the Junior Tranche Holder
believes its interests have substantial value.

In light of these favorable conditions, the Junior Tranche Holder
has recently decided to sell its interest in the B and C
Tranches.  The Junior Tranche Holder has received several bids
and is prepared to consummate a sale.  The Junior Tranche Holder
has indicated a willingness to sell the B and C Tranches to a
third party acting in concert with the Debtors for less than face
value, if a deal can be completed quickly.  

The Debtors have negotiated a Cooperation Agreement with
Citigroup to purchase the B and C Tranches and simultaneously buy
out the Senior Tranche to take control of the 1997-1 EETC.

Under the Cooperation Agreement:

  a) the Junior Tranche Holder will exercise its right to
     purchase the Senior Tranche;

  b) Citigroup will purchase the Senior, B and C Tranches from
     the Junior Tranche Holder;

  c) the Debtors and Citigroup will amend the interim adequate
     protection stipulation governing the 1997-1 EETC, and
     restructure and refinance the obligations under the Senior,
     B and C Tranches, as set forth in the Cooperation Agreement;

  d) the funds expended by Citigroup in the Cooperation Agreement
     will be syndicated in the private market or refinanced
     through a public market transaction; and

  e) the Debtors will pay Citigroup an accommodation fee.

Mr. Sprayregen relates that under the Cooperation Agreement, the
total indebtedness of the Senior, B and C Tranches will be
substantially reduced.  Under the Cooperation Agreement, the cash
flows required to service the restructured debt will be lower
than if the B and C Tranches were acquired by an unfriendly third
party, perhaps affiliated with the Trustees.  The 14 aircraft in
the 1997-1 EETC would no longer be at risk for repossession.  If
the Debtors do not move quickly, profit-minded investors may
attempt to maneuver within the 1997-EETC's tranches to gain
leverage to extract enhanced financial returns from the Debtors.

Since the Cooperation Agreement contains confidential commercial
information, it will be filed with the Court under seal.  The
Debtors have provided copies of the Cooperation Agreement to the
Creditors Committee's professionals, the Committee -- other than
indenture trustees with aircraft holdings -- and the DIP Lenders.

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: Terms of Machinists' Amended Tentative Labor Pact
-----------------------------------------------------------
UAL Corporation sought and obtained Judge Wedoff's permission to
enter into a tentative agreement modifying their collective
bargaining agreements with the International Association of
Machinists and Aerospace Workers.

On July 21, 2005, the IAM disclosed that its membership ratified
the Tentative Agreement.  Pursuant to the Tentative Agreement,
the Debtors will modify IAM-represented employees' wages and
benefits, which will provide the necessary long-term cost savings
to satisfy DIP financing covenants, obtain exit financing and
cope with the difficult industry environment.  The pay of most
IAM-represented employees will be reduced by 5.5%, effective for
the payroll period July 1, 2005.  Pay rates for IAM-represented
workers will not increase until 2007.  IAM-represented employees
will be subject to modified holiday time, vacation time and sick
leave.

More specifically, the base wage rates for IAM-represented
employees will increase within these parameters:

       Date                     Amount
       ----                     ------
     05/01/07                    1.5%
     05/01/08                    1.5%
     05/01/09                    2.5%

Company paid holidays will be reduced from 10 to eight through
the elimination of Good Friday and the day after Thanksgiving.
Vacation Accrual will follow new guidelines:

    Years of Service             Weeks of Vacation
    ----------------             -----------------
         0-1                             1
           1                             2
           9                             3
          16                             4
          24                             5
          29                             6

The Tentative Agreement will modify existing terms for sick
leave.  Effective July 1, 2005, each hour of occupational or non-
occupational sick leave charged to the employee's bank will be
paid at 80% of the employee's hourly rate for the first 56
consecutive hours and 100% for consecutive hours thereafter.

The IAM will withdraw with prejudice its opposition to the
termination of two defined benefit pension plans in which IAM
members participate:

   a) the Ground Employees' Retirement Plan; and

   b) the Management, Administrative and Public Contact Defined
      Benefit Pension Plan.

In exchange, all IAM-represented employees will be eligible to
participate in the IAM National Plan effective March 1, 2006, or
on the first day of employment, if later.  Contributions for new
hires will be made retroactively after 60 days of service.  The
Debtors will make no contribution prior to March 1, 2006.  The
Debtors will contribute:

      4.0% of "Considered Earnings" and Success Sharing Payments
           effective March 1, 2006;

      5.0% effective March 1, 2007;

      6.0% effective March 1, 2008; and

      6.5% effective March 1, 2009.

IAM-represented employees will have three ways to share in the
Debtors' future recovery:

  1) A revised profit-sharing program that pays out to employees
     if the Debtors' profits exceed a certain amount;

  2) Under the plan of reorganization, the Debtors will issue
     $60,000,000 of Convertible Notes for IAM-represented
     employees; and

  3) After the effective date of a Plan, the IAM will receive a
     percentage distribution of equity or other consideration
     provided to general unsecured creditors under the Plan, as
     calculated by a formula in the Tentative Agreement.

The Convertible Notes are 15-year securities due 2021.  Interest
will be paid semi-annually in arrears, in cash at an interest
rate to be agreed by the parties so that the Convertible Notes
trade at par value or better upon issuance.  Failing agreement on
the interest rate, the parties will solicit rate recommendations
from two national trading firms and adopt the average.  The
Conversion Price will be the product of 125% and the average
closing price of the Debtors' common stock for the 60 consecutive
trading days after exit.

The Debtors will reimburse IAM for the reasonable, actual fees
and out-of-pocket expenses, including:

     (1) base wages lost by IAM Negotiating Committee members in
         connection with the Tentative Agreement; and

     (2) reasonable, actual fees and expenses of IAM's outside
         legal, pension, and other professional advisors up to
         $2,500,000.

Of the reimbursement, $1,250,000 will be paid on the Plan
Effective Date and the remaining $1,250,000 will be paid when the
Debtors emerge from bankruptcy.

The Debtors sought Court approval of the Tentative Agreement
only.  The Debtors did not seek to assume the modified IAM
collective bargaining agreements.  Therefore, neither the order
approving the request nor the Debtors' execution of the Tentative
Agreement will create administrative expense or priority claims.  
The Tentative Agreement will have the same meaning and effect as
the judicial approval of the restructuring agreements approved on
April 30, 2003.

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

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

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)


US AIRWAYS: Can Use ATSB Lenders' Cash Collateral Until Aug. 19
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Virginia, US Airways, Inc., and its debtor-
affiliates and five ATSB Lender Parties:

   * Govco Incorporated,
   * Citibank, N.A.,
   * AFS Investments XII, Inc., and
   * International Lease Finance Corporation, and
   * Air Transportation and Stabilization Board

agree to modify the Supplemental Cash Collateral Order to allow
the Debtors to use the Lenders' Cash Collateral until Aug. 19,
2005, at 11:59 p.m. (New York time).

The Debtors covenant with the Lenders that minimum cumulative
Consolidated EBITDAR for each of the four-month rolling periods
will not be less than:

                                        Minimum Cumulative
               Period                  Consolidated EBITDAR
               ------                  --------------------
        Sept 2004 - Dec. 2004             ($171,400,000)
        Oct. 2004 - Jan. 2005             ($192,700,000)
        Nov. 2004 - Feb. 2005             ($242,900,000)
        Dec. 2004 - Mar. 2005             ($238,500,000)
        Jan. 2005 - Apr. 2005              ($84,700,000)
        Feb. 2005 - May  2005              $103,100,000
        Mar. 2005 - Jun. 2005              $200,000,000

The Debtors may not make any Capital Expenditures if all Capital
Expenditures during the four-month rolling period exceed:

                Period                     Maximum CapEx
                ------                     -------------
         09/01/04 - 12/31/04                $25,000,000
         10/01/04 - 01/31/05                $30,000,000
         11/01/04 - 02/28/05                $32,500,000
         12/01/04 - 03/31/05                $32,500,000
         01/01/05 - 04/30/05                $32,500,000
         02/01/05 - 05/31/05                $32,500,000
         03/01/05 - 06/30/05                $32,500,000
         04/01/05 - 07/31/05                $32,500,000
         05/01/05 - 08/31/05                $32,500,000

The Debtors will maintain minimum Unrestricted Cash at each week
ending:

        For the Week Ending      Weekly Minimum Unrestricted Cash
        -------------------      --------------------------------
             06/03/05                      $332,000,000
             06/10/05                      $362,000,000
             06/17/05                      $381,000,000
             06/24/05                      $374,000,000
             07/01/05                      $341,000,000
             07/08/05                      $325,000,000
             07/15/05                      $325,000,000
             07/22/05                      $325,000,000
             07/29/05                      $325,000,000
             08/05/05                      $325,000,000
             08/12/05                      $325,000,000
             08/19/05                      $325,000,000
             08/26/05                      $325,000,000

The Lenders require the Debtors' Disclosure Statement to be
approved by August 22, 2005.

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)


VARTEC TELECOM: Secures Extension of Exclusive Periods
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave its stamp of approval to VarTec Telecom,
Inc., and its debtor-affiliates' request to extend their exclusive
periods to file and solicit acceptances of a chapter 11 plan.  The
Court gave the Debtors until September 7, 2005, to file a plan and
until November 7 to solicit acceptances of that plan.

The Debtors will use the additional time to finalize ongoing
negotiations for a global settlement of claims asserted by
independent representatives and complete the sale of some of its
assets.   

The Debtors recently completed the auction of their assets.  
ComTel Investment, LLC, won the auction with an $82.1 million bid
for the Debtors' assets.  The Debtors anticipate securing Federal
Communications Commission approval of the sale by October 1, 2005.

Once the sale process is completed, the Debtors will have the
information and time needed to analyze the likely distribution to
their unsecured creditors and formulate a plan of reorganization.

The Debtors assure the Court that the extension will not prejudice
its creditors and other parties-in-interest in this chapter 11
case.

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance    
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


WASHINGTON NATIONAL: Moody's Reviews Ba1 Insurance Rating
---------------------------------------------------------
Moody's Investors Service placed the ratings on the bank debt and
mandatory convertible preferred securities of Conseco, Inc.
(Conseco, B2 bank debt rating) as well as the Ba1 insurance
financial strength ratings of Conseco, Inc.'s insurance
subsidiaries on review for possible upgrade.  Conseco Senior
Health Insurance Company was affirmed at Caa1 with a developing
outlook.

According to the rating agency, the review will focus on the
positive impact of the proposed refinancing on the company's
holding company financial flexibility as well as the company's
improved financial performance in terms of statutory earnings,
fixed charge coverage, and capital adequacy.  Moody's has
indicated that a ratings upgrade could result if Conseco achieved
the following financial metrics on a consistent basis:

   * Adjusted financial leverage of no greater than 30%;

   * Projected fixed charge coverage at the holding company of at
     least 2.25x;

   * RBC ratio on a consolidated basis of at least 300%, and RBC
     ratio of each statutory operating entity, excluding CSHIC, of
     at least 200%; RBC ratio of companies actively marketing
     insurance products of at least 250%.

   * 2005 combined statutory operating EBIT in the range of $180
     to $230 million

Longer term, in addition to meeting rating expectations, financial
metrics that could potentially drive the ratings upward include an
actual and projected cash coverage ratio greater than 2.5x.

Under the proposed refinancing, Conseco will raise approximately
$300 million from the issuance of a convertible debenture and use
the proceeds to reduce the current bank facility.  It is the
company's intention to amend the current $767 million senior bank
facility and reduce the principal amount outstanding to $475
million, as well as to add an $80 million revolving credit
facility.

In addition to attaining less restrictive financial covenants
under the company's amended $475 million credit facility, Moody's
noted that the proposed refinancing activities will reduce the
company's financing costs.  The company's financial leverage is
not expected to change materially as a result of these proposed
refinancing activities.

As part of its review, Moody's said that it will also evaluate the
notching between the subsidiary insurance financial strength
ratings (Ba1), the bank debt (B2), and the mandatory convertible
preferred stock (Caa2), given the possible ratings upgrade and the
planned issuance of convertible senior debt which represents a new
seniority level between this secured senior debt and the mandatory
convertible preferred securities.

According to Moody's, its decision to affirm CSHIC's Caa1
insurance financial strength rating with a developing outlook
reflects the continued uncertainty surrounding the company's
future earnings and operations, as well as its relatively low
capitalization levels.

These ratings were placed on review for upgrade:

Conseco Insurance Company (formerly Conseco Annuity Assurance
Company):

   * Ba1 insurance financial strength rating

Bankers Life and Casualty Company:

   * Ba1 insurance financial strength rating at Ba1

Conseco Health Insurance Company:

   * Ba1 insurance financial strength rating

Colonial Penn Life Insurance Company:

   * Ba1 insurance financial strength rating:

Conseco Life Insurance Company:

   * Ba1 insurance financial strength rating

Washington National Insurance Company:

   * Ba1 insurance financial strength rating

Conseco Inc.:

   * B2 bank credit facility
   * Caa2 mandatory convertible preferred securities

These rating was affirmed with a developing outlook:

Conseco Senior Health Insurance Company:

   * Caa1 insurance financial strength rating.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of March 31, 2005, the company
reported total GAAP assets of approximately $30.7 billion and
shareholders' equity of $3.8 billion.


WEST CLIFF: List of Two Largest Unsecured Creditors
---------------------------------------------------
West Cliff Shopping Plaza I, Limited Partnership, released a list
of its 2 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
    The Retail Initiative                   $1,700,000
    733 Third Avenue
    New York, NY 10017

    West Cliff Shopping Plaza, Inc.         $1,000,000
    P.O. Box 763773
    Dallas, TX 75376


Headquartered in Dalls, Texas, West Cliff Shopping Plaza I,
Limited Partnership, owns and operated a shopping mall.  The
Company filed for chapter 11 protection on June 8, 2005 (Bankr.
N.D. Tex. Case No. 05-36555).  Eric A. Liepins, Esq., at Eric A.
Liepins, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 Million to $10 Million.


WESTPOINT STEVENS: PBGC Says Disclosure Statement is Inadequate
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation contends that WestPoint
Stevens, Inc. and its debtor-affiliates' Amended Disclosure
Statement fails to inform creditors of facts that may affect the
value of their claims.  Thus, the PBGC believes that the
Disclosure Statement does not provide adequate information as
required by Section 1125 of the Bankruptcy Code.

The PBGC filed claims against each of the Debtors for liabilities
arising under the Employee Retirement Income Security Act.  Those
claims included amounts entitled to priority status under Sections
507(a) and 503 of the Bankruptcy Code.  The Disclosure Statement
generally classifies the claims filed by the PBGC in Class G, but
does not indicate how the Debtors' Amended Plan of Reorganization
will treat the priority portions of these claims.  Since the
amounts involved may be significant, the PBGC asserts that the
Disclosure Statement should explain the intended treatment of its
priority claims so that it can make an informed judgment on the
Plan.

Joan Segal, Esq., in Washington D.C., relates that as part of the
confirmation of the Plan, the Debtors intend to seek substantive
consolidation, which is an extraordinary remedy that should be
considered with extreme caution.  Yet, Ms. Segal notes, the
Disclosure Statement provides no explanation to support
substantive consolidation.  The Debtors must demonstrate by a
preponderance of evidence that consolidation is warranted and that
the benefit to be gained from applying the doctrine will outweigh
the harm to creditors.  Ms. Segal points out that the Disclosure
Statement fails to explain the legal and factual grounds for
substantive consolidation and how the Debtors intend to satisfy
this burden.

In addition, the Debtors should not be permitted to use
substantive consolidation to abrogate the PBGC's statutory joint
and several claims, Ms. Segal argues.  The joint and several
liability provisions under the ERISA apply with full force in
bankruptcy.  Therefore, even if substantive consolidation is
approved, an equitable exception for the joint and several claims
of the PBGC should be created to ensure that these claims will not
be prejudiced by substantive consolidation of the Debtors' cases.  
The Disclosure Statement should be amended to describe the
potential impact of an exception on the amounts creditors will
receive.

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)


WINN-DIXIE: Gets Court Nod to Sell Assets Thru Liquidating Agents
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Hilco Merchandise Resources, LLC, and Gordon Brothers
Retail Partners, LLC, to assist them in liquidating merchandise at
the closing stores.

The Debtors also ask the Court to:

    a. approve an Agency Agreement and authorize them and the
       Liquidating Agent to take all actions contemplated by the
       Agreement;

    b. discontinue operations at the Closing Stores; and

    c. sell the Merchandise and furniture, fixtures and equipment
       at the Closing Stores, free and clear of liens, claims and
       interests, exempt from stamp or similar tax.

The Debtors further ask the Court to restrain and enjoin all
parties from:

    (a) charging advertising rates in excess of the rates charged
        pursuant to the Debtors' prepetition advertising
        agreements or, if no agreements exist, charging
        advertising rates in excess of rates regularly charged to
        non-bankrupt customers in the ordinary course;

    (b) in any way interfering with or otherwise impeding the
        conduct of the Store Closing Sales, or the Liquidating
        Agent's rights to use the Stores, and all services,
        furniture, fixtures, equipment and other assets of the
        Debtors which the Agent is granted the right to use in the
        Agency Agreement; or

    (c) instituting any action or proceeding in any court or other
        administrative body to obtain an order or judgment that
        might in any way directly or indirectly obstruct or
        otherwise interfere with or adversely affect the conduct
        of the Store Closing Sales, the operation of the Stores,
        or the performance by the Debtors of their obligations
        under the Agency Agreement.

            Merchandise Sale Should be Exempt from Taxes

Section 1146(c) of the Bankruptcy Code provides that "[t]he
issuance, transfer, or exchange of a security, or the making or
delivery of an instrument of transfer under a plan confirmed
under section 1129 of this title, may not be taxed under any law
imposing a stamp tax or similar tax."

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, explains that this language has been construed to
include transfers pursuant to a sale outside of, but in
furtherance of effectuating, a reorganization plan.

Although the Debtors have not yet filed a Chapter 11 plan of
reorganization, an integral part of any plan will be the Debtors'
ability to cease operations at many of the Targeted Stores and
liquidate the Merchandise and FF&E.  The Debtors believe that the
sale of the Merchandise and FF&E is an integral part of, and a
necessary predicate toward, the Debtors' Chapter 11
reorganization plan.  Accordingly, the sales should be exempt
under Section 1146(c) from any stamp, transfer, sales, recording
or similar taxes, Mr. Baker asserts.

                             Objections

(1) Florida Tax Collectors

The tax collectors for 19 Florida counties demand adequate
protection in the form of an order directing the payment of the
2005 property taxes in accordance with state law.  Brian T.
Fitzgerald, Esq., in Tampa, Florida, asserts that the Court
should not allow the Florida Tax Collectors' collateral to be
sold and used to pay administrative fees and junior lien holders
without first paying their property taxes.  Efficient estate
administration is best served if the Court ensures the compliance
with state property tax laws during the liquidation of the
Debtors' estates, Mr. Fitzgerald says.

The Florida Tax Collectors also request the suspension of the
claims bar date for any Florida ad valorem property taxes until
further Court order.  According to Mr. Fitzgerald, the extension
makes sense given the nature of the Florida property tax law,
which provides for the collection of taxes in arrears.  The
Debtors will be receiving their 2005 Truth in Millage from
Florida property appraisers this month and will have an
opportunity to contest or clarify valuation issues with the
various property appraisers within the Value Adjustment Board
process.

The Florida Tax Collectors sought to work closely with the
Debtors and their tax staff.  However, all attempts to begin the
process of a joint, cooperative, and efficient procedure have
failed.

Accordingly, the Florida Tax Collectors ask the Court to:

    a. compel the Liquidating Agent to pay all prepetition real
       estate and tangible personal property taxes in accordance
       with Florida state law, and proceed under Florida state
       law in regard to the administration and the contest, if
       any, of those taxes;

    b. compel the creation and maintenance of a segregated,
       interest-bearing account in sufficient amount to ensure
       payment, in full, of outstanding ad valorem taxes for both
       real estate and tangible personal property due to the
       Florida Tax Collectors; and

    c. compel the Debtors, the Liquidation Agent and any other
       parties to ensure direct and prompt compliance with the
       notification and transfer procedures relating to the
       County's occupational license procedures administered by
       the various Tax Collectors as appropriate.

(2) Allied Capital

Allied Capital Corporation, CWCapital Asset Management LLC,
CRIIMI MAE Services Limited Partnership, and ORIX Capital
Markets, LLC, point out that it is impossible to tell from the
Motion what the Debtors intend to include in the sale of FF&E.
The Motion only describes the FF&E in the most general terms.
The Agency Agreement does not identify the FF&E to be sold at any
given store, but rather states that at the Debtors' sole
discretion an election can be made on a store by store basis to
sell the FF&E.  Each of the Winn-Dixie Stores includes fixtures
and equipment that do not belong to the Debtors, but instead
belong to the Landlords and not the proper subject of the Motion.

Gregory A. Cross, Esq., at Venable LLP, in Baltimore, Maryland,
argues that to the extent that any of the FF&E items that the
Debtors are proposing to sell were not part of the Winn-Dixie
Stores when the Leases were executed, those items would be
Alterations and consequently the property of the Landlords, not
the Debtors.  The Debtors do not have the right to remove
Alterations under the Lease, Mr. Cross asserts.

(3) Tennessee Attorney General

The Tennessee Attorney General, Paul G. Summers, objects to the
Motion to the extent that the Motion, the Agency Agreement and
the Store Closing Guidelines propose to:

    -- authorize the Debtors or the Liquidating Agents to conduct
       store closing sales without heeding state consumer
       protection laws; and

    -- immunize the Debtors or the Liquidating Agents from any
       damages or restitutions caused by violations of state
       consumer protection laws.

In the Motion, the Debtors concede that they and their agents are
bound to comply with state and local laws of general
applicability and laws concerning public health and safety.
Nevertheless, the Debtors plainly seek authorization to exempt
themselves and their agents from any state or local laws
governing liquidation or "going out-of-business" sales.

Tennessee has consumer protection statutes that apply to all
"going out-of-business" sales, regardless of whether the retailer
is in bankruptcy or not.  Mr. Summers notes that the Debtors make
no specific mention of which state laws will unduly burden the
store closing sales.  Instead, the Debtors propose to nullify
with a broad brush all state and local laws governing liquidation
or "going out of business" sales.

Mr. Summers asks the Court to deny the Debtors' Motion.  In the
alternative, the Court should include in the order granting the
Motion a provision specifically stating that the Debtors and
their agents must comply with state and local laws concerning
consumer protection.

(4) Tower Center

Tower Center Associates, Ltd., and the Debtors entered into a
lease of a certain commercial real property in Gainesville,
Florida.  The Lease imposes several obligations on the Debtors,
including, to:

    a. occupy and pay rent;

    b. operate the Property in adherence to a certain reciprocal
       easement;

    c. adhere to local statutes and ordinances pertaining to
       cleanliness and other facets of operation of the Property;

    d. keep and maintain the Property in good condition and
       repair;

    e. indemnify Tower from any claim or loss resulting from an
       accident or damage to persons or properties; and

    f. yield the Property, and certain additions, to Tower upon
       termination of the Debtors tenancy.

Tower asks the Court to compel the Debtors and the Liquidating
Agent to conduct any contemplated liquidation or store closing in
accordance with the Lease and preserve its rights to allowance
and payment with administrative priority of any Lease
Obligations, which the Debtors fail to meet.

(5) Webber

Webber Commercial Properties, LLC, leases to the Debtors a store
located at 18011 South Tamiami Trail, Fort Myers, in Lee County,
Florida.

Webber asks the Court to direct the Debtors to satisfy tangible
personal property taxes with respect to any permanent structural
improvements in the San Carlos Store.

Webber further asks the Court to direct the Debtors or the
Liquidating Agent to refrain from any attempt to sell permanent
structural improvements on the San Carlos Store.

(6) Heritage

Heritage SPE, LLC, objects to the Motion to the extent that the
Debtors are seeking to sell any FF&E, or other property, that is
not owned by the Debtors.  The Motion only describes the FF&E in
the most general of terms and leaves the decision to sell any
FF&E, potentially including various fixtures and property owned
by Heritage or other non-debtor parties, to the Debtors'
discretion.  Heritage cannot determine from the Motion whether
the Debtors or their Agent intend to sell any FF&E that are
actually fixtures or property that is not owned by the Debtors.
Moreover, the determination as to whether any item or items of
FF&E are fixtures or property actually owned by Heritage or other
non-debtor parties must be determined pursuant to the terms of
the Lease and applicable law.

Moreover, Heritage asserts, any store closing sale contemplated
in the Motion cannot impede or otherwise limit its rights to the
allowance and immediate payment, on an administrative priority
basis, of any claims, including but not limited to any claims
arising from damage to the Premises, resulting from the Debtors'
or their Liquidating Agent's conduct of any store closing sale.

                           *     *     *

Judge Funk approves the Debtors' Amended Motion.  The Court
authorizes the Debtors to cease retail operations at the Stores
and take related actions.  The Debtors are further authorized to
sell the furniture, fixtures, and equipment at the stores through
the Liquidating Agent.

If lessors have any issues regarding the Store Closing Sales,
they may contact:

     Eric Kaup
     Hilco Merchant Resources, LLC
     One Northbrook Place
     5 Revere Drive, Suite 206
     Northbrook, Illinois 60062
     Tel No. (847) 849-2966

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest   
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WRC MEDIA: Restructuring Cues Moody's to Withdraw All Debt Ratings
------------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of WRC Media
Inc., including:

Weekly Reader Corporation:

   * $30 million senior secured revolving credit facility -- B1
   * $145 million secured second lien facility -- B3

WRC Media Inc.'s:

   * Corporate Family Rating (formerly Senior Implied
     rating) -- B2

   * $152 million 12 3/4% Senior subordinated Notes,
     due 2009 -- Caa2

The ratings withdrawal follows the company's July 22, 2005
announcement that it has concluded a capital restructuring which
has retired/refinanced all of the above rated debt issues.

WRC Media, a publisher of supplemental school learning materials
and learning assessment tools, is headquartered in New York City,
New York.  The company's sales for 2004 totaled $209 million.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (43)          99      (10)
Alliance Imaging        AIQ         (54)         608       14
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         234      213
Biomarin Pharmac        BMRN        (90)         181        3
Blount International    BLT        (238)         434      115
Builders Firstso        BLDR         (9)         709      245
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       12
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (22)          32       28
Delphi Corp.            DPH      (3,880)      16,998      588
Deluxe Corp             DLX        (124)       1,533     (280)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Echostar Comm-A         DISH     (1,830)       6,579      148
Emeritus Corp.          ESC        (133)         716     (106)
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
I2 Technologies         ITWO       (199)         377       76
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED         (16)          56      (36)
Isis Pharm.             ISIS       (104)         176       61
Jorgensen (Earle)       JOR        (186)         659      186
Knoll Inc.              KNL          (3)         570       67
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         287       22
Maxxam Inc.             MXM        (671)       1,000       95
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821   (1,204)
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,271)       7,671    1,250
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (186)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (201)       1,175      835
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (84)         413       45
Valence Tech.           VLNC        (46)          10       (2)
Vector Group Ltd.       VGR         (31)         505      152
Verifone Holding        PAY        (120)         267       30
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM         (6)         190       58
Warner Music Group      WMG        (137)       4,742     (506)
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
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                  *** End of Transmission ***