TCR_Public/050803.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, August 3, 2005, Vol. 9, No. 182

                          Headlines

ABLE LABORATORIES: Wants to Restrict Equity Trades to Protect NOLs
ADESA INC: Moody's Rates $500MM Amended Credit Facility at Ba2
ADVANCED MEDICAL: S&P Rates $150 Million Senior Sub. Notes at B
ALLIED HOLDING: Teamsters Fight to Protect Jobs & Wages
ALLIED HOLDINGS: Moody's Junks $150MM Sr. Unsecured Notes' Rating

AMERICAN LOCKER: Posts $5.6 Million Net Loss in First Quarter
BALLY TOTAL: Extends Consent Date to Friday for 9-7/8% Noteholders
BELL CANADA: Incurs $38.1 Million Net Loss in Second Quarter
BETHLEHEM STEEL: Liquidating Trust Terminates BSI Contract
BISYS GROUP: Lenders Extend Default Cure Period Until Sept. 13

BRAMLETT PLUMBING: Case Summary & 40 Largest Unsecured Creditors
CANTERA AGUADILLA: Case Summary & 10 Largest Unsecured Creditors
CARDIAC SERVICES: Wants More Time to File a Chapter 11 Plan
CATHOLIC CHURCH: Tucson Wants Old Republic Settlement Approved
CATHOLIC CHURCH: Portland Wants Fee Limitation Provision Adjusted

CDJ INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
CITYNET TELECOM: Case Summary & Largest Unsecured Creditors
COKE MAGGIE: Case Summary & 39 Largest Unsecured Creditors
COLAD GROUP: Bindagraphics Acquires Assets for $7 Million
CWMBS INC: Fitch Places B Rating on $600,785 Class B Certificates

DAVID WAMSLEY: Case Summary & 20 Largest Unsecured Creditors
DIAGNOSTIC IMAGING: Poor Cash Flow Prompts S&P's Negative Watch
DMX MUSIC: Has Until Oct. 12 to Make Lease-Related Decisions
DMX MUSIC: Hires Dovel & Luner as Special Counsel
DOLLARAMA GROUP: Moody's Rates $200 Million Sr. Sub. Notes at B3

DPAC TECH: Nasdaq to Halt Common Stock Trading Starting Today
ENRON CORP: CIBC to Pay Largest Settlement to Date of $2.4 Billion
ENVIRONMENTAL TRUST: Court Sets August 22 as Claims Bar Date
ENVIRONMENTAL TRUST: Files Plan & Disclosure Statement in Calif.
FEDERAL-MOGUL: Gets Court Nod to Expand Ernst & Young's Services

FOOTSTAR INC: Wants Excl. Solicitation Period Stretched to Nov. 10
FOOTSTAR INC: Panel Taps Deloitte Financial as Financial Advisors
GOLDSTAR EMS: Voluntary Chapter 11 Case Summary
GREENPOINT CREDIT: Poor Performance Prompts Fitch to Cut Ratings
GT BRANDS: Committee Wants to Hire Klestadt & Winters as Counsel

GT BRANDS: Hires Mahoney Cohen as Accountant & Financial Advisor
HOLLINGER INC: Randall Benson Sits as Chief Restructuring Officer
HOLLINGER INC: Cost for Ernst & Young's Inspection Tops C$10 Mil.
HORIZON ASSET: Fitch Assigns Low-B Rating on Two Cert. Classes
HORSEHEAD INDUSTRIES: Selling Property to PASD for $350,000

INTCOMEX INC: Moody's Junks $130 Mil. 2nd Priority Sr. Sec. Notes
IRVING TANNING: Can Use Banknorth's Cash Collateral Until Aug. 31
KALIMATA INC: Voluntary Chapter 11 Case Summary
KMART CORP: Wants to Settle Critical Vendor Adversary Cases
KMART CORP: Walks Away from Eight Varilease Schedules

KRISPY KREME: Inks Equity-Based Success Fee with Kroll Zolfo
LESLIE COFFEY: Case Summary & 20 Largest Unsecured Creditors
LORAL SPACE: Inks Settlement Pact with Globalstar
MAILKEY CORP: Auditors Express Going Concern Doubt in Form 10-K
MERIDIAN AUTOMOTIVE: Proposes De Minimis Asset Sale Procedures

MICHAEL DAWKINS: Case Summary & 20 Largest Unsecured Creditors
MIGHTY CONVENIENCE: Voluntary Chapter 11 Case Summary
MIRANT CORP: Wants Court's Nod to Avoid Millions in Obligations
MIRANT CORP: Panel Wants $1.9B in Dividends to Ex-D&O Recovered
MIRANT CORP: Pact Providing Unitil with Replacement Guaranty OK'd

MULBERRY COURT: Case Summary & 4 Largest Unsecured Creditors
NATIONSLINK FUNDING: Fitch Lifts Rating on $18.9MM Certs to BB+
NEENAH FOUNDRY: Taps Citigroup Global to Sell Assets or Stock
NETEXIT INC: Files Amended Liquidating Plan & Disclosure Statement
NORTHWEST: SAC Capital Buys 4,980,000 Common Shares

OMNICARE INC: NeighborCare to Repurchase 6.875% Sr. Sub. Notes
PRIMARY ENERGY: S&P Rates $135 Million Senior Secured Loan at BB
QUIGLEY COMPANY: Solicitation Period Intact Until November 30
QUIGLEY COMPANY: Court Extends Removal Period to Nov. 7
RURAL CELLULAR: June 30 Balance Sheet Upside-Down by $637.6 Mil.

SEABULK INT'L: S&P Ups Rating on $150 Million Senior Notes to BB+
SECOND CHANCE: Armor Holdings Completes $45 Million Acquisition
SHEEHAN MEMORIAL: Looks at Possible Partnership With Grace Manor
SOFIA INDICO: Voluntary Chapter 11 Case Summary
SOLUTIA INC: JPMorgan Asks Court to Compel Document Production

SOLUTIA INC: Nitro Creditors Want to Conduct Rule 2004 Examination
SPECTRASITE INC: Posts $1.4 Million Net Loss in Second Quarter
SPILLMAN DEVELOPMENT: Case Summary & 14 Largest Creditors
STEVEN GILBERT: Case Summary & 18 Largest Unsecured Creditors
STONERIDGE INC: Earns $2.8 Million in Second Quarter 2005

STRUCTURED ASSET: Fitch Rates Two Certificate Classes at Low-B
SUPER VENTURES: Voluntary Chapter 11 Case Summary
SWEET FACTORY: Court Formally Closes Chapter 11 Case
TITAN CRUISE: Files for Chapter 11 Protection in M.D. Florida
TITAN CRUISE: Case Summary & 40 Largest Unsecured Creditors

TOUCH AMERICA: Plan Trustee Wants More Time to Remove Actions
TRUMP HOTELS: Court Nixes Connectiv Thermal's $2.8 Million Claim
TRUMP HOTELS: Files Audited 2004 Financials for Accumulation Plan
UAL CORP: Delays Plan Filing to Continue Review with Committee
UNITED COMPANIES: Fitch Junks Rating on Class M Loans

UNISYS CORP: Moody's Reviews Ba1 Senior Unsecured Rating
US AIRWAYS: Court Okay Sale of 10 Jets to Jet Partners for $5.2MM
USG CORP: Equity Committee Wants to Hire NERA as Asbestos Expert
VARTEC TELECOM: Court Approves Settlement Pact with Aegis Comms.
VARTEC TELECOM: Gets Court Nod to Hire Rosen Systems as Auctioneer

VERILINK CORP: Posts $8.2 Million Net Loss in Fourth Quarter
W.R. GRACE: Wants to Participate in Marsh & NY State Settlement
W.R. GRACE: Wants to Enter into Multi-Million Tax Settlement Pacts
WESTPOINT STEVENS: Beal Bank Balks at Disclosure Statement
WESTERN WATER: Taps Trout Raley & Kronick Moskovitz as Counsel

WESTERN WATER: Citywide Bank Extends $1 Million DIP Facility
WESTERN WIRELESS: Launches Cash Tender Offer for 9-1/4% Sr. Notes
WINN-DIXIE: Court Approves Store Sales to 10 Purchasers
WINN-DIXIE: Wants to Renew ACE Insurance Programs
XYBERNAUT CORP: Court Okays Donlin Recano as Claims Agent

* AlixPartners Adds New Talent To New York Office
* AlixPartners Adds Two Supply Chain Management Executives
* Finance Partner John Ferrell Joins Sheppard Mullin's N.Y. Firm
* Fried Frank Names Ten New Partners to Firm

* Lazard Hires Jonathan Shi to Expand China Advisory Business
* SEC Trial Attorney Larry Ellsworth Joins Jenner & Block

* Upcoming Meetings, Conferences and Seminars

                          *********

ABLE LABORATORIES: Wants to Restrict Equity Trades to Protect NOLs
------------------------------------------------------------------
Able Laboratories, Inc. (ABRXQ.PK) asks the United States
Bankruptcy Court for the District of New Jersey, Trenton Division
to approve procedures to protect its Net Operating Loss
carryforward.

Based on current projections, Able expects to use a substantial
portion of its NOL carryforward to offset future income and reduce
its federal income tax liability, subject to limitations.
Accordingly, Able requested that the Bankruptcy Court:

     (i) find that its NOL carryforward is property of its estate
         and is protected by Section 362(a) of the Bankruptcy
         Code;

    (ii) find that unrestricted trading of certain claims against
         and interests in Able could severely limit Able's ability
         to utilize its NOL carryforward for U.S. federal income
         tax purposes; and

   (iii) approve the procedures to preserve Able's NOL
         carryforward pursuant to Sections 362(a) and 105(a) of
         the Bankruptcy Code.

Any sale or other transfer in violation of the procedures would be
null and void as an act in violation of the automatic stay under
Sections 362 and 105(a) of the Bankruptcy Code.

Specifically, the procedures provide that any beneficial owner of
the common stock of Able Laboratories, Inc., and all actual or
prospective purchasers or transferees of beneficial interests in
the common stock, are stayed, prohibited, and enjoined, pursuant
to Sections 362 and 105(a) of the Bankruptcy Code:

     (i) in the case of a person or entity who does not
         beneficially own any common stock, or who beneficially
         owns less than five percent (5%) of such common stock,
         from purchasing, acquiring, or otherwise obtaining
         beneficially an amount which, when added to such person's
         or entity's total beneficial ownership, if any, equals
         more than 4.99% of such common stock, and

    (ii) in the case of a person or entity who beneficially owns
         five percent (5%) or more of common stock, from
         purchasing, acquiring, or otherwise obtaining
         beneficially any additional common stock.

Further, any person or entity who proposes or intends to sell,
acquire, trade, or otherwise transfer or effectuate any transfer
of any general unsecured claim against Able must, before any such
transaction, file and serve notice of such intended transfer as
set forth in the NOL motion.

Any objections to the NOL motion must be filed with the Court and
served upon:

       * Able Laboratories, Inc.
         1 Able Drive,
         Cranbury, N.J., 08512
         Attn: Richard Shepperd

       * Counsel to the Debtor:

         Cadwalader, Wickersham & Taft LLP
         1201 F Street N.W., Suite 1100
         Washington, DC, 20004
         Attn: Mark C. Ellenberg, Esq.

              -- and --

         Lowenstein Sandler PC
         65 Livingston Avenue
         Roseland, N.J. 07068
         Attn: Sharon L. Levine

       * Office of the United States Trustee
         One Newark Center, Suite 2100
         Newark, N.J. 07102
         Attn: Fran Steele, Esq.

       * Counsel for the Unsecured Creditors' Committee:

         Duane Morris LLP
         744 Broad Street, Suite 1200
         Newark, N.J. 07102
         Attn: Walter J. Greenhalgh, Esq.

no later than Aug. 10, 2005 at 4:00 p.m. EST.  If no objections
are received by that time, the Court may enter the order approving
the NOL motion without a hearing.  If objections are received a
hearing will be held at the Court on Aug. 15, 2005 at 2:00 p.m.

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


ADESA INC: Moody's Rates $500MM Amended Credit Facility at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned new ratings to a new $500
million amended senior secured credit facility of Adesa, Inc. and
affirmed the company's existing ratings.  Concurrently, Moody's
upgraded Adesa's Speculative Grade Liquidity Rating to SGL-1 from
SGL-2.

The upgrade in the liquidity rating reflects very good near term
liquidity as evidenced by:

   * the expectation of strong free cash flow throughout the near
     term;

   * the maintenance of an unrestricted cash balance on average of
     at least $100 million;

   * manageable mandatory debt maturities; and

   * ample headroom expected under amended financial covenants for
     each quarter during the next twelve months.

Moody's took these ratings actions:

   -- assigned a Ba2 senior secured debt rating to the $500
      million amended senior secured credit facility consisting of
      a $350 million revolver, maturing in five years; and a $150
      million term loan, maturing in five years

   -- affirmed the B1 rating for the $125 million 7 5/8% senior
      subordinated notes, due 2012

   -- affirmed the Ba2 Corporate Family Rating (formerly the
      Senior Implied Rating)

   -- upgraded the Speculative Grade Liquidity Rating to SGL-1
      from SGL-2

The outlook for the ratings is stable.

The ratings are subject to the review of executed documentation.
As part of today's actions, Moody's withdrew the Ba2 ratings for
Adesa's prior credit facility.

The affirmation of Adesa's Ba2 Corporate Family Rating (formerly
the Senior Implied Rating) reflects the continued strength of its
consolidated financial position and the maintenance of solid EBIT
margins in excess of 20% during recent years of aggressive growth
and expansion.  The ratings incorporate Adesa's national scale,
favorable demographics supporting the industry, its proven pricing
leverage, and modest inventory risk as the company generally does
not take title to the vehicles its sells.

The ratings recognize the steady improvement in profitability in
the Auctions and Related Services business, which accounts for
roughly 87% of total consolidated revenue.  The company's focus on
cost control, better utilization of existing facilities, and
higher revenue per vehicle sold are the primary drivers of the
improvement.  Moody's anticipates that the enhancements in segment
margins and returns should be sustainable in the intermediate
term, although some downward pressure is expected from the ongoing
declining trend in used vehicle conversions, short term pressure
on volume from purchase incentives by Original Equipment
Manufacturers, potential negative movement in foreign exchange
rates, and adverse product mix (less institutional and more dealer
volume).

Additionally, the ratings favorably reflect the consistently
strong margins and loan transaction volume at the Dealer Financing
business and recognize its leading position in North America as an
independent dealer floorplanner, its relatively low credit loss
experience, and the short term nature of its inventory financing
of wholesale vehicles to dealers (approximately 30 to 40 days).

The ratings remain constrained by the highly competitive nature of
the industry, some concern arising from the threats posed by on-
line auctions, and the cumulative effects of adverse mix on the
company's consolidated profitability.  Adesa's consolidated EBIT
return on assets of around 10% is low for the ratings category.
Event risk is also baked into the rating, specifically some
concern about the use of cash for acquisitive growth, share
repurchases, and potential adverse effects from pending legal
suits.

The stable ratings outlook reflects tolerance for moderate
negative fluctuations in credit statistics before the outlook
could change to negative.  The stable ratings outlook is based on
the expectation that free cash flow to total adjusted debt
(including outstandings under the up to $500 million
securitization program at Dealer Financing) will remain above 15%
and that adjusted debt to EBITDA (adjusted for operating leases)
will remain less than 3.5 times.  The stable outlook could be
changed to negative if the expected level of growth in Adesa's top
and bottom line does not materialize and the dividend payout
continues to increase.  Meaningful improvement on a segment basis
combined with sustainable improvement in consolidated cash flow
leverage to well above 20%, with the maintenance of strong
profitability metrics, could result in a change in the ratings
outlook to positive.

In Moody's opinion, near term liquidity is very good, thus
resulting in the upgrade of Adesa's Speculative Grade Liquidity
Rating to SGL-1 from SGL-2.  Pro forma for the amended credit
facility, Moody's expects the company to have sufficient
availability under the new revolver with greater than
approximately $170 million in effective borrowing capacity during
the forward four quarters.

Adesa's financial covenants under its new credit agreement consist
of a debt to EBITDA hurdle of 3.25 times during 2005 and 2006,
fixed charge coverage test of 1.05 times during fiscal 2005 and
2006, and an EBITDA to interest requirement of 3.0 times.  Moody's
expects ample cushion under the debt to EBITDA and EBITDA to
interest covenant and sufficient cushion under the fixed charge
coverage, with the lowest expected headroom anticipated over the
next 12 months still above 15%.

The SGL-1 rating is sensitive to larger than expected changes in
working capital requirements that could cause free cash flow to
deteriorate and put downward pressure on the rating.  A reduction
in EBITDA could also put downward pressure on the rating as the
financial covenants are particularly sensitive to EBITDA and a
reduction would cause the cushions to decline to levels that are
not consistent with a SGL-1 rating.

The Ba2 rating assigned to the amended credit facility reflects
its senior position in the capital structure and the benefits and
limitations of the collateral.  Outstandings under the facility
are secured only by a first priority perfected security interest
in all present and future shares of capital stock of each of the
guarantors, as permitted by law.  Guarantees by direct and
indirect domestic subsidiaries support the facility.  Annual term
amortization is $30 million a year.

The B1 rating for the senior subordinated notes reflects the
contractual subordination to sizable senior debt including giving
consideration to potential exposure from a full draw down of the
$350 million committed revolver.  The rating also incorporates the
structural subordination to outstandings under the up to $500
million receivables securitization facility at the special purpose
vehicle associated with the Dealer Financing business.

Headquartered in Carmel, Indiana, Adesa, Inc. is a leading
provider of wholesale vehicle auctions and related vehicle
redistribution services for the automotive industry in North
America.  The company operates 53 used vehicle auctions, 32
salvage auctions, and 84 AFC loan production offices.  Revenue for
the twelve months ended March 31, 2005 was approximately $928
million.  The Corporate Family Rating is Ba2 and the ratings
outlook is stable.


ADVANCED MEDICAL: S&P Rates $150 Million Senior Sub. Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Santa Ana, California-based Advanced Medical Optics Inc.'s
$150 million 1.375% convertible senior subordinated notes due
2025.  Proceeds were used to repay outstanding term loan
borrowings under the company's senior secured credit facility.
Existing ratings on AMO, including the 'BB-' corporate credit
rating, were affirmed.  The outlook is stable.

"Ratings on AMO reflect the risks associated with the ophthalmic
company's aggressive efforts to build on its well-established
position as a midsize player in the industry," said Standard &
Poor's credit analyst Cheryl Richer.  Since its mid-2002 spin-off
from Allergan Inc., AMO has focused on bolstering its relatively
narrow business profile against changing eye care technologies and
competitive market factors.  It has done so by launching new and
evolved products and honing its operating efficiency.  The company
has increased its sales of and market share in foldable
intraocular lenses (IOLs), IOL delivery systems, and
phacoemulsification systems.

The company's contact lens solutions business, particularly its
COMPLETE line, continues to generate relatively predictable
revenues.

In 2004, however, AMO aggressively moved to build its market
presence through two large acquisitions.  In June, the company
completed its purchase of Pfizer Inc.'s ophthalmic surgical
business for $450 million, financed primarily with debt.  The
transaction complemented AMO's cataract franchise by adding
branded viscoelastic products used in ocular surgery and providing
a small foothold in the glaucoma device market.  Then, in
November, the company announced its intent to acquire VISX Inc.
The largely stock-financed $1.25 billion transaction, which closed
in May 2005, provides the potential for further diversification in
the laser vision correction area.

While AMO's business risk profile could benefit from the company's
increased market presence and the expanded scope of its newer
activities, the success of these investments is tied to their
effective control and coordination.  Moreover, notwithstanding its
increasing product diversity, AMO's growing stake in the
ophthalmics field still leaves it subject to changes in medical
technology and uncertain reimbursement levels by large third-party
payors.


ALLIED HOLDING: Teamsters Fight to Protect Jobs & Wages
-------------------------------------------------------
The Teamsters Union has taken immediate steps to protect the jobs,
wages and benefits of Teamster carhaul members following Sunday's
Chapter 11 federal bankruptcy filing of Allied Holdings, Inc., and
its subsidiaries.  Allied Holdings is the largest Teamster carhaul
employer with more than 5,000 employees in the United States and
Canada.

"We have known for some time that Allied has faced severe
financial problems, so this action was not unexpected," said Jim
Hoffa, Teamsters General President.  "While Allied says it will
continue operating normally during the bankruptcy reorganization,
the Teamsters have assembled a top team of legal and financial
experts to participate in all court proceedings to ensure that our
members' jobs, wages and benefits are protected."

"Teamster members had approved a two-year wage freeze from 2003 to
2005 and had taken other steps to help the company succeed, but
apparently the Allied management was unable to take advantage of
our members' sacrifices to make their business plan work," said
Fred Zuckerman, Director of the Teamsters' Carhaul Division.  "We
have worked closer with this company than any other company in
recent years to make them successful.  However, we have made it
clear that their financial problems will not be solved on the
backs of our hardworking Teamster members."

The Teamsters Union continues to have an open dialogue with the
company on its financial condition, and the union has assembled a
team of legal and financial experts to closely monitor the
situation and to assess any reorganization of the company.

Founded in 1903, the International Brotherhood of Teamsters
represents more than 1.4 million hardworking men and women
throughout the United States and Canada.

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: Moody's Junks $150MM Sr. Unsecured Notes' Rating
-----------------------------------------------------------------
Moody's Investors Service has lowered the senior unsecured rating
of Allied Holdings, Inc. to Ca from Caa1 following the company's
voluntary filing to reorganize under Chapter 11 of the U.S.
Bankruptcy Code.  The rating outlook is stable.

Allied Holdings indicated it has chosen to file for reorganization
to redesign its capital structure in order to:

   * reduce its indebtedness;

   * address cost increases related to its Teamster-represented
     employees;

   * address pricing issues with its customers; and

   * ultimately, to improve its financial performance.

The Ca rating on the company's unsecured note reflects their
junior claim in the company's capital structure relative to
existing bank indebtedness and the potentially lower recovery
expectations for investors.

The company has announced it has received debtor-in-possession
commitments in an amount up to $230 million from GE Commercial
Finance, Morgan Stanley Senior Funding, Inc. and Marathon Asset
Management.  Subject to court approval, funds from those
commitments would be available to help satisfy its contractual
obligations.

These specific ratings were affected:

   * Allied Holdings' $150 million senior unsecured notes due
     in 2007 to Ca from Caa1

   * Corporate Family to Caa3 from B3

In light of the company's reorganization under the U.S. Bankruptcy
Code, Moody's will withdraw the ratings in the near future.

Allied Holdings, Inc., headquartered in Decatur, Georgia, is
engaged in the distribution and transportation of new and used
vehicles to the automotive industry.  Services provided span:

   * finished vehicle distribution,
   * logistics,
   * car-hauling,
   * intramodal transport,
   * inspection, and
   * dealer preparation.

Annual revenues for 2004 were approximately $895 million.


AMERICAN LOCKER: Posts $5.6 Million Net Loss in First Quarter
-------------------------------------------------------------
American Locker Group Incorporated filed its quarterly report on
Form 10-Q for its fiscal quarter ended March 31, 2005.

The operating results for the first quarter of 2005 reflect a full
quarter of revenues from the Company's long-term contract with the
United States Postal Service for polycarbonate and aluminum
Cluster Box Units, which was not renewed by USPS and expired on
May 31, 2005.

The Company expects that its sales and operating results will
decline substantially in subsequent quarters of 2005 as compared
to the first quarter, as a result of the loss of the USPS as a
customer.  In addition, the Company recorded an impairment charge
of approximately $6.4 million, including a goodwill write-down of
$6.1 million against its operating results, in the first quarter
of 2005.

In the first quarter of 2005, the Company recorded consolidated
net sales of $9,160,220, a decrease from $9,554,307, or 4.1%, over
the first quarter of 2004.  This decrease was attributable
primarily to a decline in sales across all of the Company's basic
product groupings.  Sales to the USPS were $4.2 million in the
first quarter of 2005 versus $4.5 million in the same period of
2004, a decline of 6.6%.  Notwithstanding the loss of the USPS
contract, the Company experienced relatively little decline in CBU
sales in the first quarter of 2005, as the contract did not expire
until May 31, 2005.  The Company reported a net loss of $5,697,031
in the first quarter of 2005 as compared to net income of $630,820
in the same period of 2004, due primarily to the $6.1 million
charge against operations for goodwill impairment.

                          Default

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

                        Lender Talks

As reported in the Troubled Company Reporter on Aug. 1, 2005,
the Company is in discussions with its lender -- Manufacturers and
Traders Trust Company -- to restructure the Company's term and
revolving debt with a new loan agreement to be in effect for
approximately one year, during which time the Company expects to
seek a new lender in Texas, where the Company will be relocating
its headquarters by the end of 2005.

The lender's initial proposal provides that the Company:

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

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

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

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

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

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


BALLY TOTAL: Extends Consent Date to Friday for 9-7/8% Noteholders
------------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) extended the
consent date for holders of its:

      -- 10-1/2% Senior Notes due 2011; and
      -- 9-7/8% Senior Subordinated Notes due 2007,

to consent to an extension of the waivers to 5:00 p.m., New York
City time, on Aug. 5, 2005.

The lenders granted the Company a waiver through July 31, 2005, of
the financial reporting covenant default under the indentures
governing its senior notes and senior subordinated notes.

The Company continues to negotiate with several significant
holders of Senior Subordinated Notes to reach approval of the
consent.

The record date for determining noteholders eligible to submit
consents remains July 12, 2005.  Noteholders who have previously
submitted Letters of Consent are not required to take any further
action in order to receive payment of the Initial Consent Fee in
the event the Requisite Consents are received and the Initial
Consent Fee becomes payable in accordance with the terms of
Bally's Consent Solicitation Statements.  Noteholders who have not
yet consented are asked to submit the previously distributed
Letters of Consent in order to consent and receive any consent
fees that may be paid by the Company.

A condition to Bally's obligation to accept consents with respect
to a series of notes is that a requisite number of consents are
received with respect to the other series of notes.  Although the
requisite consents have been delivered with respect to the Senior
Notes, holders of a majority in aggregate principal amount of
Senior Subordinated Notes have not delivered consents.

As of 5:00 p.m., New York City time, on July 29, 2005, holders of:

     (i) $223,286,000 principal amount of the Company's Senior
         Notes had delivered consents, representing approximately
         95.02% of the outstanding Senior Notes; and

    (ii) $125,393,000 principal amount of the Company's Senior
         Subordinated Notes had delivered consents, representing
         approximately 41.83% of the outstanding Senior
         Subordinated Notes.

Although the failure to receive the requisite consents to the
waiver extension with respect to the Senior Subordinated Notes
results in defaults under the indentures, it does not result in an
"event of default" or acceleration without the delivery to Bally
of a default notice from the trustee or holders of at least 25% in
the aggregate principal amount of either series of notes and the
expiration of a 30-day cure period thereafter.  If the defaults
were not cured or waived by the expiration of such 30-day period,
an "event of default" would occur, and the trustee or holders of
25% aggregate principal amount of either the Senior Notes or
Senior Subordinated Notes would have the right to accelerate their
respective notes at 100% of par value, plus accrued and unpaid
interest thereon.  In addition, Bally's $275 million secured
credit agreement provides for a cross-default 10 days after
delivery of a default notice under either of the indentures.

As a result, delivery of a default notice could result in
acceleration of Bally's obligations under the credit agreement and
the indentures, causing over $700 million of Bally's debt
obligations to become immediately due and payable.

As previously announced, Bally has retained Deutsche Bank
Securities Inc. to serve as its solicitation agent and MacKenzie
Partners, Inc. to serve as the information agent and tabulation
agent for the consent solicitation.  Questions concerning the
terms of the consent solicitation should be directed to Deutsche
Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New
York 10005, Attention: Christopher White. The solicitation agent
may be reached by telephone at (212) 250-6008. Requests for
documents may be directed to MacKenzie Partners, Inc., 105 Madison
Avenue, New York, New York 10016, Attention: Jeanne Carr or Simon
Coope. The information agent and tabulation agent may be reached
by telephone at (212) 929-5500 (call collect) or (800) 322-2885
(toll-free).

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R) ,
Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With
an estimated 150 million annual visits to its clubs, Bally offers
a unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BELL CANADA: Incurs $38.1 Million Net Loss in Second Quarter
------------------------------------------------------------
Bell Canada International Inc. reported its second quarter
results.  As a result of the adoption on July 17, 2002 of BCI's
Plan of Arrangement, BCI's unaudited interim consolidated
financial statements for the second quarter of 2005 reflect only
the activities of BCI as a holding company.

                     Second Quarter Results

Net loss for the second quarter of 2005 was $38.1 million, as a
result of income tax expense of $38.0 million recorded in
connection with the Corporation's tax loss monetization plan,
which was implemented on April 15, 2005.  Pursuant to the Loss
Monetization Plan, the Corporation expects to receive a
compensatory cash payment from BCE Inc. in the first quarter of
2007 of $62.475 million.  This amount had previously been recorded
as an income tax recovery on the Corporation's income statement as
well as a future income asset on the balance sheet.  The full
amount of the future income tax asset is expected to be realized
prior to September 30, 2005, as additional income tax expense is
incurred.  When the cash is received from BCE, it will be recorded
as a contribution of capital. During the second quarter, the
Corporation recorded administrative expenses totaling $1.2 million
comprised of employee and office costs of $0.6 million, legal, tax
and auditor fees of $0.3 million and other administrative expenses
of $0.3 million, as well as net interest income of $1.0 million.
BCI's shareholders' equity decreased by $38.1 million in the
quarter to reach $239.5 million at June 30, 2005.

BCI's cash and cash equivalents together with temporary
investments and interest thereon as at June 30, 2005 were
$223.6 million down slightly from $223.9 million at March 31,
2005.  This decline was due principally to administrative expenses
exceeding net interest income in the quarter.

Accrued liabilities were $15.2 million at the end of the second
quarter of 2005, down $0.2 million from March 31, 2005 mainly as a
result of the payment of accrued expenses in the second quarter of
2005.

                   Estimated Future Net Assets

Estimated future net assets of BCI at June 30, 2007 are
$279.3 million ($6.98 per share).  The difference between
shareholders' equity on the consolidated balance sheet at
June 30, 2005, and the estimated future net assets at June 30,
2007, is the inclusion in estimated future net assets of the
realized amount of the benefit expected to be received pursuant to
the Monetization Plan of $38.5 million, the expected gain on the
Canbras investment of $5.0 million, partially offset by the
deduction of estimated future net costs from July 1, 2005 to
June 30, 2007.

The future net costs estimated at approximately $3.7 million
are comprised of administrative expenses of approximately
$13.8 million partially offset by interest income of approximately
$10.1 million.  The expected gain on the Canbras investment of
approximately $5.0 million represents the excess over current
carrying value that BCI expects to receive on its investment in
Canbras.

The future net costs exclude amounts that may be required to
settle material contingent liabilities such as lawsuits.  To the
extent BCI remains in operation beyond June 30, 2007, interest
income thereafter may not be sufficient to cover operating
expenses estimated at approximately $1.5 million per quarter.  The
extent of any shortfall would be dependent on a number of factors,
including the level of interest rates and BCI's cash balances at
the time.

The currently estimated future net assets of BCI at June 30, 2007
of $279.3 million have not changed from the estimate of future net
assets prepared on May 26, 2005, in connection with BCI's first
quarter 2005 results.

Bell Canada International -- http://www.bci.ca/-- is operating
under a court supervised Plan of Arrangement, pursuant to which
BCI intends to monetize its assets in an orderly fashion and
resolve outstanding claims against it in an expeditious manner
with the ultimate objective of distributing the net proceeds to
its shareholders and dissolving the company.  BCI is listed on the
NEX Exchange under the symbol BI.H.


BETHLEHEM STEEL: Liquidating Trust Terminates BSI Contract
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on April
25, 2005, the U.S. Bankruptcy Court for the Southern District of
New York approved a contract between Bankruptcy Services LLC and
Bethlehem Steel Corporation and its debtor-affiliates, under which
BSI agreed to act as the Debtors' Official Claims Agent to provide
computerized bankruptcy support services and bankruptcy
administrative services.  BSI maintained and recorded the proofs
of claim filed in the Debtors' Chapter 11 cases.

John W. Kibler, Esq., at King & Spalding LLP, in New York, relates
that BSI was retained to expedite the processing of claims and
relieve the Office of the Bankruptcy Court Clerk of the
administrative burden that would otherwise be imposed by the size
and complexity of the Debtors' case.

However, the Court no longer requires the services of the Claims
Agent.  Nearly all claims filed in the case have been resolved.
Hence, there is no further need to expend additional sums on BSI's
services.

Accordingly, The Bethlehem Steel Corporation Liquidating Trust
seeks the Court's authority to terminate the BSI Contract.

                        *   *   *

Judge Lifland rules that Bankruptcy Services LLC's services are
terminated effective May 26, 2005.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BISYS GROUP: Lenders Extend Default Cure Period Until Sept. 13
--------------------------------------------------------------
The BISYS Group, Inc., negotiated an amendment to its credit
agreement with its lenders on July 28, 2005.  Under the terms of
the amended agreement:

   -- the cure period for the default under its credit facility is
      extended through Sept. 13, 2005;

   -- the date required for BISYS to refinance $300 million of
      outstanding 4% convertible subordinated notes due March 2006
      is extended from Sept. 9, 2005, to Dec. 14, 2005; and

   -- the minimum consolidated net worth that BISYS is required to
      maintain under the financial covenants contained in the
      Credit Facility is lowered to $685 million.

The default under its credit facility occurred due to the
Company's failure to timely file its Form 10-Q for the fiscal
quarter ended March 31, 2005, and to deliver the related
compliance certificate for that quarter.

During the extended cure period, BISYS has agreed that it will not
request additional credit extensions under the Credit Facility.
The company believes that its operating cash flows and cash on
hand will be sufficient to support its near term working capital
and other cash requirements and that additional credit under the
Credit Facility will not be necessary through the extension date.

                     Financial Restatements

As reported in the Troubled Company Reporter on July 27, 2005,
BISYS concluded that its previously issued financial statements
for the years ended June 30, 2002, 2003, and 2004 and the interim
financial statements for the quarters ended Sept. 30 and Dec. 31,
2004 and 2003, need to restated.  The Company will not be in a
position to file the Form 10-Q for the quarter ended March 31,
2005, the Company said, until the restatement and related
investigation into the facts and circumstances surrounding certain
funds services arrangements being conducted by the company's Audit
Committee are completed.

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

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

Lawyers at Bryan Cave LLP represent the Lenders.

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


BRAMLETT PLUMBING: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Bramlett Plumbing, Inc.
             4342 Cantrell Road, Northwest
             Acworth, Georgia 30101

Bankruptcy Case No.: 05-73925

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      C & D Builders, Inc.                       05-73937

Type of Business: The Debtor is a plumbing contractor.

Chapter 11 Petition Date: August 1, 2005

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: Leon S. Jones, Esq.
                  William M. Reid, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, Northeast
                  Atlanta, Georgia 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Bramlett Plumbing, Inc.      $1 Million to      $1 Million to
                             $10 Million        $10 Million

C & D Builders, Inc.         $1 Million to      $1 Million to
                             $10 Million        $10 Million


A. Bramlett Plumbing, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Plumbing Distributors, Inc.   Trade                     $347,182
P.O. Box 1167
Lawrenceville, GA 30046

Marietta Winnelson Co.        Trade                     $222,156
P.O. Box 24876
Kennesaw, GA 30156

Ferguson Enterprises          Trade                     $156,810
FEI #197 P.O. Box 100286
Atlanta, GA 30384

Sampson, Cindy                Judgment                  $152,564

B&B Septic Tanks              Trade                      $59,571

Hayes Pipe Supply, Inc.       Trade                      $52,374

Platinum Plus for Business    Trade                      $52,010

MBNA America                  Credit card                $19,205

National Waterworks           Taxes                      $19,092

Enterprise Oil Company        Trade                      $17,905

Parnell-Martin Cos., LLC      Trade                      $12,630

Mason Rountree                Trade                      $12,548

Auto Owner's Insurance        Insurance                  $12,025

Nextel Communications         Trade                      $11,161

Georgia Waste                 Trade                      $10,430

Browning Ferris Industries    Trade                       $8,932

Yancy Brothers Company        Trade                       $5,216

Bradshaw, Pope & Franklin     Services rendered           $4,983
LLP

Black, Carl                   Trade                       $4,922

American Express              Credit card                 $4,700


B. C & D Builders, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cherokee Petroleum Co., Inc.  Trade                      $64,332
4250 Industrial Center Lane
Suite 100
Acworth, GA 30101

J.T.R. Contracting, Inc.      Trade                      $61,110
3339 Powder Springs Road
Powder Springs, GA 30127

All Pro Carpet Company        Trade                      $28,100
100 North Cobb Parkway
Suite A-2
Marietta, GA 30062

Wysocki Brothers              Trade                      $24,142

BLD Roll-Off Containers       Trade                      $21,105

R.S.G. and Associates, Inc.   Trade                      $14,815

Bull Creek Farms              Trade                      $10,799

Willman & Associates          Trade                       $8,839

Residential Construction      Trade                       $8,450
Specialist

Graystone Power               Trade                       $7,673

Skinner Nurseries             Trade                       $7,102

Hope Lumber & Supply          Trade                       $6,899

Tibbitts Enterprises, Inc.    Trade                       $6,844

Southeast Culvert, Inc.       Trade                       $6,639

Acworth Transfer & Recycling  Trade                       $5,062
Facility

Vulcan Materials              Trade                       $4,606

Georgia Natural Gas           Trade                       $3,846

Florida Rock                  Trade                       $3,518

Bradshaw, Pope & Franklin     Trade                       $3,360

John Deere Landscapes         Trade                       $3,350


CANTERA AGUADILLA: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cantera Aguadilla Inc.
        Villa Soledad #57
        Bo. Rio Hondo, Puerto Rico 00682

Bankruptcy Case No.: 05-06999

Chapter 11 Petition Date: August 1, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  PMB 241
                  3071 Avenue Alejandrino
                  Guaynabo, Puerto Rico 00969-7035
                  Tel: (787) 708-0333

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

Debtor's 10 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
CRIM                                             $60,000
P.O. Box 195387
San Juan, PR 00936-5387

Internal Revenue Services                        $17,000
Mercantil Plaza, Suite 914
2 Ponce de Leon Avenue, Stop 27 1/2
San Juan, PR 00918

Corporacion Fondo del Seguro del Estado           $9,500
P.O. Box 365028
San Juan, PR 00936-5028

PR Department of Labor                            $8,000

Western Petroleum                                 $5,000

Departamento de Hacienda                          $5,000

Municipio de Aguadilla                            $4,000

Autoridad de Energia Electrica                    $3,500

Autoridad Acueductos y Alcantarillados            $2,800

Puerto Rico Telephone Company                     $1,000


CARDIAC SERVICES: Wants More Time to File a Chapter 11 Plan
-----------------------------------------------------------
Cardiac Services, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to extend its exclusive periods to
file and solicit acceptances of a chapter 11 plan.  The Debtor
wants until October 4, 2005, to file a plan and until December 6,
2005, to solicit acceptances of that plan.

Cardiac tells the Court it needs more time to formulate a viable
plan.  Currently, it is trying to properly settle liquidation and
going concern values for its assets.

The Debtor says that valuation is a complicated process because of
continued changes in technology and by changes in governmental
regulations regarding installation of its equipment.  As soon as
the issue is settled, Cardiac assures the Court it will draft a
plan of reorganization based upon that information.

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CATHOLIC CHURCH: Tucson Wants Old Republic Settlement Approved
--------------------------------------------------------------
Before the Petition Date, Old Republic Fire Insurance Company and
First State Insurance Company issued to the Diocese of Tucson
insurance policy no. ORZU4226, for the period June 1, 1981, to
July 1, 1982.

Numerous individuals have asserted claims against Tucson for
injuries allegedly suffered due to sexual abuse by priests hired,
supervised, or maintained by the Diocese.  Susan G. Boswell,
Esq., at Quarles & Brady Streich Lang LLP, in Tucson, Arizona,
relates that certain disputes between the Diocese and Old
Republic have arisen and would likely arise in the future
concerning Old Republic's position regarding the nature and scope
of its responsibilities to provide coverage to the Diocese and the
other releasing parties for the Tort Claims.  This includes the
sufficiency of evidence of the existence and terms of the Policy:

   * Whether policy terms or exclusions provide or preclude
     coverage for the Tort Claims;

   * Whether the Diocese has complied with certain conditions
     precedent to coverage contained in the Policy; and

   * Whether and to what extent the costs incurred in connection
     with the Tort Claims are allocable to the Policy.

In view of (i) the significant costs to the Chapter 11 Estate to
litigate its coverage claims against Old Republic either through
an adversary proceeding or on a piecemeal basis, (ii) the risks of
the outcome of the litigation and the time to obtain a final
determination, (iii) the possibility that coverage under the
Policy may not be implicated, and (iv) the desire to obtain
maximum value from its insurers under the Policy for the purpose
of making payments to the holders of the Tort Claims, the Diocese
and Old Republic entered into a settlement agreement and release
in resolution of their disputes.

The salient terms of the Agreement are:

   (a) The Diocese and the Other Releasing Parties will sell the
       Policy to Old Republic for $550,000;

   (b) The Diocese and the Other Releasing Parties will provide a
       full release to Old Republic with respect to and in
       connection with the Old Republic Policy, including any
       other unknown insurance policies issued by Old Republic
       under which the Estate may have insurance coverage.  The
       release represents fair consideration for the purchase
       price paid by Old Republic to buy back the Policy in view
       of the various disputes between the parties, and in no way
       constitutes an annulment of the Policies within the
       meaning of A.R.S. Section 20-1123; and

   (c) Old Republic will provide full releases to the Diocese and
       the Other Releasing Parties with respect to and in
       connection with any claims in connection with the
       Policy.

Other Releasing Parties refer to any person that is or may claim
to be insured under any Policy, including without limitation all
parishes, churches, schools and other institutions within or
affiliated with the Diocese, along with each of their past,
present or future subsidiaries.

Mr. Boswell asserts that the Diocese's decision to sell the
Policy is based on sound business judgment.  The Diocese seeks to
reorganize its financial affairs so that it may justly and
equitably compensate the holders of the Tort Claims while allowing
the Diocese to continue its ministry and mission in the
communities of Tucson.  The Policy constitute one of the Estate's
remaining assets, and its sale will help provide some recovery for
the claimants, including those with Tort Claims, in a reasonable
timeframe.

Accordingly, the Diocese asks the U.S. Bankruptcy Court for the
District of Arizona to approve its Settlement Agreement and
Release with Old Republic.

Tucson further asks the Court to:

   * approve the sale of the Policy clear and free of all liens,
     claims, encumbrances, and other interests; and

   * issue a supplemental injunction necessary and appropriate
     to protect the integrity of the Settlement and sale
     contemplated by the Settlement.

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

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

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Wants Fee Limitation Provision Adjusted
-----------------------------------------------------------------
The Order authorizing the employment of Mesirow Financial
Consulting, LLC, as the Archdiocese of Portland in Oregon's
financial advisors, specified a combined total compensation
limitation of $50,000 for both Mesirow and KPMG LLP, the
Archdiocese's accountants and tax advisors.

Portland asks the U.S. Bankruptcy Court for the District of Oregon
to adjust the fee limitation provision.  Portland wants the fees
that each firm can incur increased beyond the $50,000 limitation.
Additionally, Portland wants the joint compensation limitation
with KPMG removed.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, explains that Mesirow is a separate and distinct legal
entity from KPMG.  Mesirow has no ability to control the work of
KPMG professionals and cannot fully monitor the amount of fees
KPMG is incurring as a result of its audit and tax work.
Furthermore, KPMG no longer provides the financial advisory
services it previously performed, which is now being performed by
Mesirow.

Portland anticipates that Mesirow will perform discrete projects,
as requested.  While it is difficult at this time to estimate the
extent of the services that will be required, Portland anticipates
that Mesirow will primarily provide assistance with the processes
of obtaining financing and proposing or confirming a plan of
reorganization.

Mr. Stilley maintains that the Court and all parties-in-interest
will have an opportunity to review the reasonableness of Mesirow's
fees on an ongoing basis, since Mesirow will be filing both
monthly fee statements and interim fee applications with the
Court for confirmation of a plan in the Chapter 11 case.

Moreover, Mesirow's compensation for professional services
rendered to Portland will continue to be based on the hours
actually expended by each assigned staff member multiplied by the
applicable hourly billing rate, as approved in the Mesirow
Retention Order.  Portland has agreed to compensate Mesirow for
professional services rendered at its normal and customary hourly
rates, less a 30% discount.

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


CDJ INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CDJ Investments, Inc.
        307 South McDonald
        McKinney, Texas 75069

Bankruptcy Case No.: 05-44022

Type of Business: The Debtor offers investment services.

Chapter 11 Petition Date: August 1, 2005

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: John Mitchell Nevins, Esq.
                  Moseley & Standerfer, P.C.
                  One Turtle Creek Village
                  3878 Oak Lawn Avenue, 4th Floor
                  Dallas, Texas 75219-4469
                  Tel: (214) 525-3900

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
J. Washington Co.             Loan                        $5,000
217-B East Louisiana
McKinney, TX 75069

Beacon Hill Financial         Insurance                   $2,000
Services, Inc.
P.O. Box 8446
Wichita Falls, TX 76307

Direct Energy                 Electric                      $730
P.O. Box 660300
Dallas, TX 75266-0300

City of McKinney              Water                         $125

Kenneth L. Maun               2005 Property Taxes        Unknown


CITYNET TELECOM: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: CityNet Telecommunications, Inc.
             8405 Colesville Road, 6th Floor
             Silver Spring, Maryland 20910

Bankruptcy Case No.: 05-26241

Debtor affiliates filing separate chapter 7 petitions:

      Entity                                     Case No.
      ------                                     --------
      CityNet Telecom, Inc.                      05-26242

Type of Business: The Debtor is a broadband construction company
                  and a pioneer in building last-mile fiber optic
                  networks.  See http://www.citynettelecom.com/

Chapter 7 Petition Date: July 19, 2005

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: James A. Shepherd, Esq.,
                  Wilmer Cutler Pickering hale and Dorr
                  2445 M Street, Northwest
                  Washington, DC 20037
                  Tel: (202) 663-6000

                                    Total Assets     Total Debts
                                    ------------     -----------
CityNet Telecommunications, Inc.        $959,480      $1,269,609

CityNet Telecom, Inc.                         $0          $1,534


A full-text copy of the 18-page list of CityNet Telecommunication
Inc.'s unsecured nonpriority creditors is available for a fee at

  http://www.researcharchives.com/bin/download?id=050801223410


COKE MAGGIE: Case Summary & 39 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Coke Maggie, L.L.C.
             7121 West Craig Road, Suite 113-158
             Las Vegas, Nevada 89129-6023

Bankruptcy Case No.: 05-17482

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      American Plaza, LLC                        05-17480
      Tropical Bay Resort Corporation            05-17481

Chapter 11 Petition Date: August 1, 2005

Court: District of Nevada (Las Vegas)

Debtors' Counsel: Nancy L. Allf, Esq.
                  415 South Sixth Street, Suite 200-A
                  Las Vegas, Nevada 89101
                  Tel: (702) 307-5001

                            Total Assets        Total Debts
                            ------------        -----------
Coke Maggie, L.L.C.         $16,781,243         $12,226,445

American Plaza, LLC          $6,229,800          $2,442,882

Tropical Bay Resort          $3,300,138          $4,890,883
Corporation

A. Coke Maggie, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Consolidated Mortgage LLC     Approximately 10.72     $7,032,103
1291 Galleria Drive           acres of unimproved
Henderson, NV 89014           real property located
                              on the northwest
                              corner of Coke St.
                              and Maggie Ave. in
                              Las Vegas.
                              Value of security:
                              $1,591,411

SAL Construction Cleanup Inc  Construction cleanup      $247,695
2400 North Tenaya Way
Las Vegas, NV 89128

Triangle Truss, Inc.          Trusses                   $102,891
c/o Assets Research
Services, Inc.
P.O. Box 7562
Chandler, AZ 85246-7562

American Asphalt & Grading    AIN 125-09-501-002         $89,136

Jade Summit LLC               Water, sewer and           $47,615
                              utilities

AA Plumbing, Inc.             Plumbing services          $36,546

Construction Protective       Security services          $24,626
Services

Post Tension of Nevada        Cable installation         $11,390
                              Services

Power Plus                    Rental and hookup          $10,568
                              of temporary power
                              equipment & meters

CBC                           Concrete pads               $6,255

DEC of Nevada                                             $4,160

Premium Financing             Insurance premium           $3,670
Specialists                   financing

Orion Engineering             Engineering services        $3,367

Las Vegas Review Journal      Advertising                 $2,255

Pac-Van, Inc.                 Trailer rental              $1,945

A Company, Inc.               Portable restrooms          $1,560

Western Sign & Flag           Sales flags &               $1,281
                              poles

Morgan Termite & Pest         Pest control services       $1,151
Control

American Red Cross            CPR Classes                   $990

Firemans Fund Insurance       Insurance                     $458



B. American Plaza, LLC's 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
SAL Construction Cleanup Inc  Demolition and            $125,490
                              cleanup services
2400 North Tenaya Way
Las Vegas, NV 9128

Las Vegas Valley Water        Connection fee             $50,199
District
1001 South Valley View Blvd.
Las Vegas, NV 89153

Amfab Steel                   Engineering services       $17,318
3960 Howard Hughes Parkway
Las Vegas, NV 89109

Atlas Mechanical              Engineering services       $16,400

The Estimators International                              $5,000

Desert Plumbing & Heating     Engineering service         $3,000

PCI Group of Nevada LLC       Scheduling services         $2,500



C. Tropical Bay Resort Corporation's 12 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
SAL Construction Cleanup Inc  Demolition and            $247,706
2400 North Tenaya Way         cleanup services
Las Vegas, NV 89128

Martin & Peltyn, Inc.         Engineering services      $145,350
1909 South Jones Boulevard
Las Vegas, NV 89146

ART Consulting Engineers      Engineering services       $41,000
3355 Spring Mountain Road #6
Las Vegas, NV 89102

JBA Consulting Engineers      Engineering services       $23,000

Acclaim Material Testing      Testing services           $20,400

CW Craig Productions, Inc.    Sales brochures             $7,225

Helix Electric                Electrical services         $5,500

The Estimators International  Cost estimation and         $5,000
                              scheduling services

WPDS                          (Wadkins) Pre-              $3,300
                              construction and
                              development services

Red Rock Engineering          Engineering services        $3,200

PCI Group of Nevada, LLC      Engineering services        $1,250

Sahara Square, LLC                                       Unknown


COLAD GROUP: Bindagraphics Acquires Assets for $7 Million
---------------------------------------------------------
Bindagraphics Inc. won the auction of The Colad Group Inc.'s
assets with a $7 million bid.  The deal awaits approval of the
U.S. Bankruptcy Court for the Western District of New York.

J. Todd Anson, Bindagraphics' Director of Finance, told Jodi
Sokolowski of the Baltimore Business Journal his company's pleased
with the result.  "We are in this line of business on a smaller
scale and we think it's a great fit with great potential," he
said. "We're happy to be the new owners, and we're happy to be in
Buffalo."

Raymond L. Fink, Esq., at Secrest & Emery LLP, told Ms. Sokolowski
that the Colad is also pleased with the result of the auction.
Bindagraphics decision to keep operations in Buffalo saved 80
jobs.

Headquartered in Buffalo, New York, Colad Group, Inc., --
http://www.colad.com/-- designs, develops and manufactures
packaging products.  The Company filed for chapter 11 protection
on Feb. 3, 2005 (Bankr. W.D.N.Y. Case No. 05-10765).  Raymond L.
Fink, Esq., at Harter, Secrest & Emery LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $1 million
to $10 million and debts of $10 million to $50 million.


CWMBS INC: Fitch Places B Rating on $600,785 Class B Certificates
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage pass-through trust 2005-19:

     -- $384.7 million classes 1-A-1 through 1-A-10, 2-A-1 through
        2-A-4, PO, and A-R certificates (senior certificates)
        'AAA';

     -- $10.2 million class M certificates 'AA';

     -- $2.4 million class B-1 certificates 'A';

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

     -- $801,047 class B-3 certificates 'BB';

     -- $600,785 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.95%
subordination provided by the 2.55% class M, the 0.60% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B', based on their
respective subordination only.

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

The certificates represent an ownership interest in a group of 20-
year, 25-year, and 30-year conventional, fully amortizing mortgage
loans.  The pool consists of 20-year, 25-year, and 30-year fixed-
rate mortgage loans totaling $400,523,864 as of the cut-off date,
July 1, 2005, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average loan-to-value
ratio of 72.61%.  The weighted average FICO credit score is
approximately 740.  Cash-out refinance loans represent 23.08% of
the mortgage pool and second homes 7.27%.  The average loan
balance is $541,981.  The three states that represent the largest
portion of mortgage loans are California (42.07%), New Jersey
(5.91%), and New York (4.81%).

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

Approximately 99.69% and 0.31% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

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


DAVID WAMSLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David Brown & Brenda Rae Wamsley
        132 AA Old River Road
        Williamstown, West Virginia 26187

Bankruptcy Case No.: 05-40423

Chapter 11 Petition Date: August 1, 2005

Court: Southern District of West Virginia (Parkersburg)

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, West Virginia 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
George Polen                  Note (Unsecured)           $97,000
c/o Thomas R. Zimmerman, Esq.
P.O. Box 349
Parkersburg, WV 26102

Elizabeth Mason               Personal Loan              $50,000
117 Circle View Drive
Carmichaels, PA 15320

Sheriff/Treasurer of Wood     Real estate tax -          $32,956
County                        Greenbrier Garden
Wood County Courthouse        Apartments, 500 Quincy
Parkersburg, WV 26101         Street, Parkersburg, WV

Sheriff of Scioto County      Real estate tax -          $19,759
                              Office Complex,
                              Office Portsmouth, OH

Discover                      Credit Card -              $15,653
                              Miscellaneous Consumer
                              Purchases

Cardmember Services VISA      Credit Card -              $14,000
                              Miscellaneous Consumer
                              Purchases

Christopher Dawson            Personal Loan              $12,000

Sheriff of Washington County  Real estate tax -          $10,714
                              1572 Elizabeth Street,
                              Belpre, OH

AT&T Universal Card           Credit Card -               $7,000
                              Miscellaneous Consumer
                              Purchases

Sears                         Credit Card -               $5,293
                              Miscellaneous Consumer
                              Purchases

Lowes                         Credit Card -               $5,200
                              Miscellaneous Consumer
                              Purchases

Sears Home Improvement        Credit Card -               $5,099
Retail Services               Miscellaneous Consumer
                              Purchases

AT&T Universal Card           Credit Card -               $4,861
                              Miscellaneous Consumer
                              Purchases

City of Parkersburg           Water Bills                 $4,600

Carpet Liquidators            Credit                      $3,233

Citi Financial                Loan Disputed               $2,967

Sheriff/Treasurer of Wood     Real estate Taxes -         $2,866
County                        Greenbrier Garden
                              Apartments

Walmart                       Credit Card -               $2,600
                              Miscellaneous Consumer
                              Purchases

Runyon Lock Service           Locksmith Service           $1,700

Dominion Gas                                              $1,600


DIAGNOSTIC IMAGING: Poor Cash Flow Prompts S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Center
for Diagnostic Imaging Inc., including the 'B+' corporate credit
rating, on CreditWatch with negative implications.

"The action reflects revenues and cash flow generation that fall
short of the medical imaging center operator's expectations," said
Standard & Poor's credit analyst Cheryl Richer.

The company faces competitive pressures from orthopedic groups
that have chosen to install their own equipment; this has resulted
in a loss of referrals.  In addition, margins have been squeezed
due to a shift in payor mix.  Furthermore, CDI had to step in to
purchase 49% of capital equipment (in addition to its own 51%
share) for one of its Seattle, Washington partners.  This caused a
technical default under the company's credit agreement, for which
a waiver was obtained.  Standard & Poor's plans to review with
management its plans for bolstering its operating performance and
financial position in the face of these developments.


DMX MUSIC: Has Until Oct. 12 to Make Lease-Related Decisions
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave DMX
Music, Inc., and its debtor-affiliates more time to decide whether
they want to assume, assume and assign, or reject two of their
unexpired nonresidential real property leases.

The Debtors have until Oct. 12, 2005, to decide what to do with
two leased properties located in Los Angeles, California, used for
office and storage space.  Douglas Emmet 1995, LLC, owns the
leased properties.

A schedule of the leases is available at no charge at:

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

The Debtors' sale of substantially all of their assets to THP
Capstar, Inc., did not include the two real property leases.  The
Debtors believe that the leases will potentially provide
additional value to their estates.  The extension of the lease
decision period will ensure that the Debtors can properly
evaluate, and if necessary market, the leases for the benefit of
their estates and their creditors.

The Debtors assure the Court that the extension will not prejudice
the lessor and that they are current on all postpetition rent
obligations.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).
The case is jointly administered under Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated more than $100 million in assets and
debts.


DMX MUSIC: Hires Dovel & Luner as Special Counsel
-------------------------------------------------
DMX Music, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain Dovel & Luner, LLP, as their special counsel, nunc pro tunc
to May 26, 2005.

Dovel & Luner will provide limited trial consulting services in
connection with a lawsuit the Debtors filed against CVS Pharmacy,
Inc.  The Firm will work with Paul, Hastings, Janofsky, & Walker
LLP, the principal special counsel hired to represent the Debtors
in this case.

                    CVS Pharmacy Litigation

In Oct. 2001, CVS Pharmacy solicited bids from DMX and a competing
company, Muzak, to provide music programming for its stores.  DMX
won the bid and signed a five-year contract to provide programming
for approximately 4,100 of CVS Pharmacy's stores.

CVS Pharmacy however signed two more contracts with Muzak for the
same stores covered by the Debtors' contract.  Muzak effectively
replaced the Debtors' services in these stores.

The Debtors filed a complaint against CVS Pharmacy and Muzak in
June 2003 with the Superior Court of the State of California.  In
the lawsuit, the Debtors asserted claims against CVS Pharmacy for
breach of contract and claims against Muzak for predatory pricing,
unfair business practices and intentional interference with
contracts.

Muzak agreed to a settlement with the Debtors in May 2005.  The
Debtors and CVS Pharmacy are currently in the process of preparing
the appropriate documentation so the Court can approve their
settlement agreement.

Dovel & Luner will receive $80,000 as compensation for its
services in the CVS litigation.  The amount will come solely from
Paul Hastings' contingency fee.  The contingency fee is a
percentage of the proceeds CVS pays to the Debtors by way of
judgment or settlement.

The principal attorneys and paraprofessionals from Dovel & Luner
designated to represent the Debtors in litigation and their hourly
rates are:

     Professional            Designation       Hourly Rate
     ------------            -----------       -----------
     Gregory S. Dovel, Esq.    Partner             $650
     Julien Adams, Esq.        Partner             $550
     Sean Luner, Esq.          Partner             $550
     Eleanor Koh               Legal Assistant     $250

To the best of the Debtors' knowledge, Dovel & Luner does not hold
any interest adverse to their estates.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).
The case is jointly administered under Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated more than $100 million in assets and
debts.


DOLLARAMA GROUP: Moody's Rates $200 Million Sr. Sub. Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Dollarama
Group L.P.  The ratings are being assigned in connection with
company's proposed refinancing which will include a new US$200
million senior subordinated notes offering.  The outlook is
stable.

These ratings are assigned:

   * Corporate family rating of B1;
   * C$75 million senior secured revolving credit facility of B1;
   * C$120 million secured term loan A of B1
   * US$246 million secured term loan B of B1;
   * US$200 million senior subordinated notes of B3;
   * Speculative Grade Liquidity Rating of SGL-2.

In November 2004 the assets of Dollarama A.M.A. and S. Rossy Inc.,
which were private companies controlled by the Rossy family, were
acquired by entities controlled by Bain Capital for a purchase
price of C$1,020 million.  The total purchase price at closing
consisted of $939.1 million in cash and $81 million in equity
seller securities.

The cash portion of the purchase price was financed by:

   1) $374 million investment by Bain Capital;

   2) C$120 million senior secured Term Loan A;

   3) U.S. $ 201.3 million (C$240 million at close) senior secured
      Term Loan B; and

   4) C$240 million senior subordinated loans under a bridge loan
      facility.

In addition, the company also put in place at closing a C$75
million revolving credit facility, undrawn at closing.  The
proceeds of the company's new US$200 million senior subordinated
notes offering will be used to repay the existing C$240 million
bridge facility.  In addition and at the same time, the company is
upsizing the existing Term Loan B by US$45.0 million, the proceeds
of which will be used to make a cash distribution to the ultimate
parent company Dollarama Capital Corporation to repay the senior
subordinated notes held by Bain Capital that were a part of Bain's
initial $374 million investment.

The ratings reflect:

   * the company's leading market share in the Canadian extreme
     value retailing segment;

   * its focus on a segment that continues to have significant
     growth prospects; and

   * a merchandise mix that targets frequently purchased, low
     price-point consumables and household semi-durable goods.

The ratings also reflect Dollarama's low cost operating structure
which allows the company to generate solid operating margins, as
well as its solid free cash flow that provides a solid platform
for its growth strategy and the ability to reduce its significant
leverage over the intermediate term.  Dollarama's low cost
operating structure is predominately driven by its overseas
sourcing expertise, which has allowed it to steadily increase its
gross profit margin while maintaining its current C$1 price and
quality standards.

The ratings are constrained by:

   * its significant leverage,
   * low tangible asset coverage, and
   * Dollarama's size and scale.

Moody's estimates that pro forma for the refinancing Debt/EBITDA
(as adjusted by Moody's for operating leases) for the fiscal year
ended January 31, 2005 was approximately 5.8x.  In addition, the
rating reflects the company's seasonality which heavily relies on
the fourth quarter for the majority of its free cash flow
generation.  Dollarama's ratings also reflect the risks inherent
in the company's intended growth strategy, including developing
appropriate internal controls and the risks associated with the
company's limited IT infrastructure, which is likely to require
significant investment to bring it to a standard that is
appropriate for a retailer of its size.

The stable outlook reflects Moody's expectation that the company's
leverage metrics will improve over the next twelve to eighteen
months and that the company will maintain good liquidity.

Positive rating pressure could develop should the company's
operating performance improve or leverage be reduced such that
Debt/EBITDA(as calculated in accordance with Moody's standard
analytic adjustments) moves closer to 5.0x.  In addition, positive
ratings movement would require the company improve its IT systems
to a level appropriate for a company its size.  Conversely ratings
could move downward should operating performance deteriorate or
leverage increase such that Debt/EBITDA were to rise much above
6.0x.  In addition, ratings could move downward should the company
borrow to pay dividends, repurchase stock, or return value to the
equity holders.  In addition, ratings could also move downward
should the company borrow to fund its new store growth.

The senior secured credit facilities are rated at the corporate
family level reflecting the low tangible asset coverage, as well
as their size and scale relative to the total capital structure.
The senior subordinated notes are notched down by two from the
corporate family rating reflecting their contractual
subordination.

The SGL-2 speculative grade liquidity rating reflects Dollarama's
good liquidity.  The company's internally generated cash flow
combined with modest borrowings under the revolver will be
sufficient to fund its working capital, capital expenditures and
debt repayments.  The company has in place a new $75 million
secured revolving credit facility which is expected to be used
only for modest seasonal borrowings and letters of credit.  The
credit agreement is subject to three financial covenants:

   * a leverage ratio,
   * interest coverage ratio, and
   * a limit on capital expenditures.

Dollarama, headquartered in Montreal, Canada, operates
approximately 370 dollar stores in eight Canadian provinces.
Founded in 1910, revenues for the fiscal year ended
January 31, 2005 were approximately C$634 million.


DPAC TECH: Nasdaq to Halt Common Stock Trading Starting Today
-------------------------------------------------------------
DPAC Technologies Corp. (Nasdaq:DPAC) received a notification from
the Nasdaq Listing Qualifications Hearing Panel indicating that
the panel has determined to delist the shares of DPAC from the
Nasdaq SmallCap Market effective with the open of business today,
Aug. 3, 2005.

On June 16, 2005, DPAC presented an appeal to the Qualifications
Hearing Panel of Nasdaq's previous determination letters regarding
listing qualification deficiencies in minimum stock price and
minimum net worth requirements.

DPAC intends to have its common stock be quoted on the over-the-
counter bulletin board as soon as possible.  DPAC also intends to
continue to pursue its previously announced merger with QuaTech,
Inc.  DPAC commented that the merger is not contingent on
maintaining the Nasdaq listing.

Located in Garden Grove, California, DPAC Technologies --
http://www.dpactech.com/-- provides embedded wireless networking
and connectivity products for machine-to-machine communication
applications.  DPAC's wireless products are used by major OEMs in
the transportation, instrumentation and industrial control,
homeland security, medical diagnostics and logistics markets to
provide remote data collection and control.

                        *     *     *

                      Going Concern Doubt

At Feb. 28, 2005, DPAC had total assets of $4.1 million, including
cash and cash equivalents of $2.7 million and assets related to
discontinued operations of $164,000.  This compares to total
assets of $13.1 million at February 29, 2004, with $4.5 million in
cash and cash equivalents and $3.0 million of assets related to
discontinued operations.  Working capital at February 28, 2005 was
$1.5 million compared to $4.3 million at February 29, 2004.  As a
result of the recurring operating losses and anticipated need for
additional capital in the next twelve months, Moss Adams LLP, the
Company's independent registered public accounting firm, has
included a going-concern emphasis paragraph in its auditor's
report on the Company's year end financial statements.


ENRON CORP: CIBC to Pay Largest Settlement to Date of $2.4 Billion
------------------------------------------------------------------
Enron Corp. reached an agreement in principle with Canadian
Imperial Bank of Commerce (NYSE: BCM, TSX: CM) to settle CIBC's
portion of the Enron class action litigation entitled Newby v.
Enron Corp., brought on behalf of Enron security purchasers.  The
lawsuit is currently pending in the United States District Court
for the Southern District of Texas, Houston Division.

Under the terms of the settlement, CIBC will pay $2.4 billion to
the settlement class.  The settlement is the largest amount to
date in Enron's class action suit.  The settlement does not
include any admission of wrongdoing by CIBC.  CIBC stated that it
agreed to the settlement solely to eliminate the uncertainties,
burden and expense of further protracted litigation.  The class
action settlement must be approved by the Board of Regents of the
University of California, the lead plaintiff in the case, before
it is submitted to the United States District Court for the
Southern District of Texas.

William S. Lerach, Esq., the lead counsel for the University of
California, estimates legal fees to consume 8% to 10% of the
recovery amounts, subject to court approval, Randall Smith of The
Wall Street Journal reports.

CIBC said it expects to take a charge to earnings of approximately
Cdn. $2.8 billion (pre-tax) or approximately Cdn. $2.5 billion
(after-tax) in the quarter ended July 31, 2005, to increase its
litigation reserves to cover this settlement and its remaining
Enron-related legal matters.  After taking this charge into
account, CIBC expects that its Tier 1 capital ratio will be
approximately 7.5% as at July 31, 2005, above the regulatory
requirement of 7.0% for a well-capitalized financial institution,
but below the bank's objective of 8.5% or higher.  CIBC believes
that its future earnings generating capability will restore the
Tier 1 capital ratio to 8.5% or higher by mid-2006.

CIBC's normal course common share issuer bid is currently not
active, as is customary, pending the announcement of the third
quarter financial results on Aug. 24, 2005.  CIBC's intention is
not to resume its issuer bid until the Tier 1 ratio returns to
8.5% or higher.

"We are working in a number of areas to move CIBC forward.  A key
priority for us is to resolve this case and substantially reduce
our litigation risk," Gerry McCaughey, President and Chief
Executive Officer, said.  "By settling this case and maintaining
what we believe are adequate reserves for our remaining Enron
related legal issues, we can better focus our energies on our
other priorities."

                      Other Settlements

With this latest $2.4 billion recovery, the Enron investors have
now obtained more than $7.1 billion in settlements including:

   -- $2.2 billion from JPMorgan Chase & Co.,
   -- $2 billion from Citigroup,
   -- $222.5 million from Lehman Brothers,
   -- $168 million from Enron's outside directors,
   -- $69 million from Bank of America,
   -- $41.8 million from The Royal Bank of Scotland PLC,
   -- $32 million from Andersen Worldwide, and
   -- $25 million from The Royal Bank of Canada.

The $7.1 billion settlement is the largest amount recovered in a
securities case to date, which surpasses a $6.1 billion settlement
in WorldCom Inc.'s accounting fraud suit.

Through the bankruptcy proceeding for the LJM2 partnership
involved in the Enron scheme, UC will secure a distribution of
approximately $32 million for investors.

                     Remaining Defendants

The remaining financial institutions involved in the class action
litigation include:

   -- Credit Suisse First Boston, Inc.;
   -- Merrill Lynch & Co., Inc.;
   -- Barclays PLC;
   -- Deutsche Bank AG; and
   -- The Toronto-Dominion Bank.

The complaint includes claims that the banks aided and abetted
breaches of fiduciary duties; aided and abetted fraud; and engaged
in civil conspiracy.  The suit also includes bankruptcy-based
claims relating to equitable subordination; preferential and/or
fraudulent transfers; and the re-characterization of certain
transactions.

Certain of these banks allegedly set up false investments in
clandestinely controlled Enron partnerships, used offshore
companies to disguise loans and facilitated phony sales of phantom
Enron assets.  As a result, Enron executives were able to deceive
investors by reporting increased cash flow from operations and by
moving billions of dollars of debt off Enron's balance sheet,
thereby artificially inflating securities prices.

Additional remaining defendants include Goldman Sachs, because of
its role as an underwriter of Enron securities, as well as former
officers of Enron, its accountants, Arthur Andersen, and certain
law firms.

Depositions in the case began in June 2004, with the trial slated
to begin in Houston on Oct. 16, 2006.

Enron is represented in this matter by Susman Godfrey LLP; Togut,
Segal & Segal; and Venable LLP.

Canadian Imperial Bank of Commerce is a leading North American
financial institution. CIBC provides a full range of products and
services to over nine million retail clients, administers Cdn.
$184.5 billion of assets for individuals and meets the complex
business needs of corporate and institutional clients. At year-
end, CIBC's total assets were Cdn. $278.8 billion and its market
capitalization was Cdn. $25.7 billion.

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.


ENVIRONMENTAL TRUST: Court Sets August 22 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set August 22, 2005, at 4:00 p.m., as the deadline for all
creditors owed money by The Environmental Trust, Inc. on account
of claims arising prior to March 23, 2005, to file written proofs
of claim.

Creditors must file proofs of claim on or before the August 22
Claims Bar Date and those forms must be sent either by mail or
courier to:

   Office of the Clerk
   U.S. Bankruptcy Court for the
   Southern District of California
   325 West "F" Street
   San Diego, CA 92101

Headquartered in San Diego, Calif., The Environmental Trust, Inc.,
filed for chapter 11 protection on Mar. 23, 2005 (Bankr. S.D.
Calif. Case No. 05-02321).  Michael D. Breslauer, Esq. at Solomon
Ward Seidenwurm & Smith, LLP, represents the company.  When the
Debtor filed for protection from its creditors, it listed $1
million to $10 million in assets and $10 million to $50 million in
debts.


ENVIRONMENTAL TRUST: Files Plan & Disclosure Statement in Calif.
----------------------------------------------------------------
The Environmental Trust, Inc., delivered its combined Disclosure
Statement and Liquidating Plan of Reorganization to the U.S.
Bankruptcy Court for the Southern District of California on
July 29, 2005.

The Debtor's Plan provides for its liquidation by selling some
assets for distribution to creditors.  Most of the Debtor's assets
are not saleable due to their environmentally sensitive habitat or
condition.  These assets, comprised of 90 parcels of protected
habitat, will be offered to claimants (subject to environmental
protections) together with a pro rata share of an Endowment Fund.
If the non-saleable assets are rejected by the claimants, they
will be turned over to the State of California.

The entities which will get first priority to acquire the habitats
are direct permitees or developers.

Funds A & B will be established for distribution to creditors.
Fund A will hold 75% of cash proceeds while Fund B will hold the
remaining 25% of cash proceeds.

Pursuant to the terms of the Plan,

             * administrative claims;
             * priority tax claims;
             * secured tax claims;
             * priority wage claims and
             * secured claims

will be paid in full.

Endowment-related claim holders will be given interests on the
Debtor's properties and pro rata shares of an endowment fund.  For
any deficiency, claimants will be given pro rata shares of Fund B.

General Unsecured creditors owed $550,225 will be paid pro rata
from Fund A.

The Court will convene a hearing on Sept. 8, 2005, at 10:00 a.m.
to review the adequacy of the information contained in the
Debtor's Disclosure Statement.

Headquartered in San Diego, Calif., The Environmental Trust, Inc.,
filed for chapter 11 protection on Mar. 23, 2005 (Bankr. S.D.
Calif. Case No. 05-02321).  Michael D. Breslauer, Esq., at Solomon
Ward Seidenwurm & Smith, LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed $1
million to $10 million in assets and $10 million to $50 million in
debts.


FEDERAL-MOGUL: Gets Court Nod to Expand Ernst & Young's Services
----------------------------------------------------------------
Judge Lyons approves Federal-Mogul Corporation and its debtor-
affiliates' continued retention of Ernst & Young to perform these
additional services:

    (1) Auditing and reporting services on the financial
        statements and supplemental schedules of the:

        a. Federal-Mogul Corporation Employee Investment Program
           and the Federal-Mogul Corporation 40l(k) Investment
           Program for the year ended December 31, 2004; and

        b. Federal-Mogul Corporation Salaried Employees'
           Investment Program for the year ended December 31,
           2004.

        Ernst & Young's fees relating to the 401(k) Investment
        Program will be for $44,000 plus expenses, and $5,000 plus
        expenses for services in connection with the Salaried
        Employees' Investment Program;

    (2) Auditing and reporting services:

        a. with respect to the consolidated financial statements
           of Federal-Mogul Corporation for the year ending
           December 31, 2005; and

        b. on the assertion made by Federal-Mogul Corporation's
           management about the effectiveness of Federal-Mogul
           Corporation's internal control over financial reporting
           as of December 31, 2005.

        Ernst & Young's estimated fees with respect to Federal-
        Mogul's financial statements ending December 31, 2005, is
        $1,574,000 plus expenses.

        The firm's fees relating to the effectiveness of Federal-
        Mogul Corporation's internal control over financial
        reporting as of December 31, 2005, are estimated to be
        $1,484,000 plus expenses; and

    (3) Reporting on the consolidated financial statements of
        Federal-Mogul Products, Inc., Federal-Mogul Ignition
        Company, and Federal-Mogul Powertrain, Inc., for the year
        ending December 31, 2005, and auditing and reporting
        services on the financial statements of Federal-Mogul
        Piston Rings, Inc., for the year ending December 31, 2005.

        Ernst & Young will receive flat fees aggregating $173,000,
        which amount is equal to the one charged by Ernst & Young
        for the performance of those identical services for
        calendar year 2004.

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


FOOTSTAR INC: Wants Excl. Solicitation Period Stretched to Nov. 10
------------------------------------------------------------------
Footstar, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend,
until Nov. 10, 2005, the time period during which they have the
exclusive right to solicit acceptances of their proposed Joint
Plan of Reorganization.

The Court approved the adequacy of the Debtors' Disclosure
Statement on an interim basis on Dec. 13, 2004.

On July 2, 2005, the Debtors and Kmart Corporation entered into a
comprehensive Settlement Agreement that resolves all litigation
between them and Kmart.  Pursuant to the terms of the Settlement,
Kmart now consents to Footstar's assumption of the Master
Agreement, as amended by the Settlement.

The Settlement also allows the Debtors to continue their footwear
business in Kmart stores, reorganize expeditiously, pay creditors
in full, plus interest, and provide a significant return to
Footstar's equity holders.  The Court will convene a hearing on
Aug. 18, 2005, to consider approval of the Settlement Agreement.

The Debtors give the Court two reasons why the solicitation period
should be extended:

   1) they believe that upon approval of the Settlement, they can
      proceed expeditiously towards soliciting votes for the Plan
      and proceed with the Plan's confirmation process;

   2) they are currently amending the Disclosure Statement and
      Plan to include the provisions of the Settlement Agreement,
      and consistent with the Court's Disclosure Statement Interim
      Order, they will soon seek approval of an amended Disclosure
      Statement; and

   3) the requested extension will not prejudice their creditors
      and other parties in interests.

The Court will convene a hearing at 11:00 a.m., on Aug. 18, 2005,
to consider the Debtors' request.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FOOTSTAR INC: Panel Taps Deloitte Financial as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Footstar,
Inc., and its debtor-affiliates permission to employ Deloitte
Financial Advisory Services LLP as its financial advisors.

Deloitte Financial will:

   1) assist and advise the Committee in its analysis of the
      Debtors' current financial position, business plans, cash
      flow projections, restructuring programs, selling, general
      and administrative structure, and other proposed
      transactions for which the Debtors seek Court approval;

   2) assist and advise the Committee in the analysis and review
      of the Debtors' internally prepared financial statements and
      related documentation, and hypothetical liquidation analyses
      under various scenarios;

   3) advise the Committee in the negotiation of any proposed plan
      or plans of reorganization in the Debtors' chapter 11 cases
      or in strategic transactions undertaken by the Debtors; and

   4) provide all other financial advisory services to the
      Committee that are necessary in the Debtors' chapter 11
      cases.

Daniel S. Polsky, a Principal of Deloitte Financial, reports the
Firm's professionals bill:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners, Principals         $610 - $750
      & Directors
      Senior Managers & Managers   $500 - $580
      Senior Consultants           $300 - $375
      & Consultants
      Junior Staff                    $225

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

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


GOLDSTAR EMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Goldstar EMS South Texas, Inc.
             4439 Gulfway Drive
             Port Arthur, TX 77642

Bankruptcy Case No.: 05-41568

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Goldstar EMS IV, Inc.                      05-41566
      Thomas Ambulance Services, Inc.            05-41533

Type of Business: The Debtor is a private ambulance provider in
                  Texas specializing in MICU ambulances,
                  responding to 911 emergency and non-emergency
                  calls, private calls, dialysis transfers,
                  hospital to hospital transfers, nursing home
                  transfers, doctors office visits, residence and
                  out of state transfers, and special event
                  standbys.  See http://www.goldstarems.com/

Chapter 11 Petition Date: July 29, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: Melissa Anne Haselden, Esq.
                  Weycer Kaplan Pulaski and Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, Texas 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

                                 Total Assets    Estimated Debts
                                 ------------    ---------------
Goldstar EMS South Texas, Inc.     $1,953,745    $10 Million to
                                                 $50 Million

Goldstar EMS IV, Inc.              $1,640,269    $10 Million to
                                                 $50 Million

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Thomas Ambulance             $1 Million to       $1 Million to
Services, Inc.               $50 Million         $50 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


GREENPOINT CREDIT: Poor Performance Prompts Fitch to Cut Ratings
----------------------------------------------------------------
Fitch Ratings took action on 17 classes of Greenpoint Credit
Manufactured Housing Trusts this week.  Nine classes were
downgraded and four classes were affirmed.  The negative rating
actions are a result of the continued poor performance on the
underlying collateral.

Greenpoint exited the manufactured housing lending business in
early 2002 but continued to act as servicer for its manufactured
housing portfolio until the assets and servicing rights were
acquired by GreenTree Servicing in the fourth quarter of 2004.

GreenTree has implemented several changes since the servicing
transfer was completed.  Among the changes, GreenTree has reduced
the number of loan modifications, reduced the number of non-
repossession charge-offs and significantly increased the number of
collectors working on accounts in the 1-29 day delinquency bucket.

Despite the reduction in loan modifications, reported delinquency
has declined since the servicing transfer.  The reduction in non-
repossession charge-offs will put upward pressure on repossession
rates in the short-term, but it is expected the changes will have
a long-term positive impact.

Although it is expected that collateral performance will improve
modestly as the servicing changes take effect, the poor
performance of the collateral to date has created the need for
negative rating actions.

Fitch has taken these actions on Greenpoint Credit Manufactured
Housing Contracts:

   Series 1999-5:

     -- Class A-4 is downgraded to 'AA' from 'AAA';
     -- Class A-5 is downgraded to 'A+' from 'AAA';
     -- Classes M-1A and M-1B are downgraded to 'B' from 'A-';
     -- Class M-2 is downgraded to 'CCC' from 'BB-';
     -- Class B remains at C.

   Series 2000-1:

     -- Classes A-2 is affirmed at 'AAA';
     -- Class A-3 is downgraded to 'A-' from 'A';
     -- Class A-4 is downgraded to 'B' from 'BBB';
     -- Class A-5 is affirmed at 'B';
     -- Class M-1 remains at 'C';
     -- Class M-2 remains at 'C'.

   Series 2000-3:

     -- Class I A is downgraded to 'B' from 'BBB-';
     -- Class I M-1 is downgraded to 'C' from 'B-';
     -- Class I M-2 remains at 'C'.

   Series 2001-2 group 1:

     -- Class I-A-1 affirmed at 'AAA'

   Series 2001-2 group 2:

     -- Class II-A-1 affirmed at 'AAA'.


GT BRANDS: Committee Wants to Hire Klestadt & Winters as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of GT Brands
Holdings LLC and its debtor-affiliates' chapter 11 cases, asks the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Klestadt & Winters, LLP as its counsel.

The Committee selected Klestadt & Winters because of its extensive
experience and knowledge in the fields of debtors' and creditors'
rights, general corporate law, debt restructuring and corporate
reorganizations.

Klestadt & Winters will:

    1) advise the Committee with respect to its rights, duties,
       and powers in this case;

    2) review, analyze and respond, as necessary, to all first day
       applications, orders, statements of operations, and
       schedules filed with the Court, including, but not limited
       to, any motions to sell the Debtors' assets;

    3) review, analyze and respond, as necessary, to any and all
       liens asserted against the Debtors' assets;

    4) assist the Committee in its consultations with the Debtors
       relative to the administration of this case;

    5) assist the Committee in analyzing the claims of the
       Debtor's creditors and in negotiations with such creditors;

    6) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtor and the operation of the Debtor's business;

    7) assist the Committee in its analysis and negotiations with
       the Debtor or any third party concerning matters related to
       the realization by creditors of a recovery on claims and
       other means of realizing value in this case;

    8) review with the Committee whether a plan of reorganization
       should be filed by the Committee or some other third party
       and, if necessary, draft a plan and disclosure statement;

    9) assist the Committee with respect to consideration by the
       Court of any disclosure statement or plan prepared or
       filed;

   10) assist and advise the Committee with regard to its
       communications to the general creditor body regarding the
       Committee's recommendations on any proposed plan of
       reorganization or other significant matters in this case;

   11) represent the Committee at all hearings and other
       proceedings;

   12) assist the Committee in its analysis of matters relating to
       the legal rights and obligations of the Debtor in respect
       of various agreements and applicable laws;

   13) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee as to their propriety;

   14) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   15) perform such other legal services as may be required or
       deemed to be in the interest of the Committee in accordance
       with its powers and duties as set forth in the Bankruptcy
       Code.

Tracy L. Klestadt, Esq., a Klestadt & Winters partner, discloses
the Firm's standard hourly rates:

       Professional/Designation          Hourly Rate
       ------------------------          -----------
       Tracy L. Klestadt                        $450
       Ian R. Winters                           $375
       Wayne D. Holly                           $350
       John E. Jureller, Jr.                    $350
       Sean C. Southard                         $300
       Stacy Bush                               $300
       Patrick Orr                              $250
       Paralegals                               $125

Klestadt & Winters assures the Court that it does not hold or
represent any interest materially adverse to the Debtors or their
estates.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated between
$50 million to $100 million in assets and more than $100 million
in debts.


GT BRANDS: Hires Mahoney Cohen as Accountant & Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of GT
Brands Holdings LLC and its debtor-affiliates to hire the
accounting firm of Mahoney Cohen & Company, CPA, PC, as its
accountant and financial advisor, nunc pro tunc to July 21, 2005.

The Committee selected Mahoney Cohen because of the Firm's
extensive familiarity with the accounting practices in insolvency
matters in the bankruptcy courts in the Southern District of New
York.  In this engagement, Mahoney Cohen will:

    a) analyze the Debtors' business, operations, properties,
       financial condition and prospects;

    b) manage or assist with any investigation into pre-petition
       acts, conduct, property, liabilities and financial
       condition of the Debtors, its management, or creditors,
       including the operation of the Debtors' business;

    c) assist the Committee in its review of monthly operating
       reports to be submitted by the Debtors-in-Possession or its
       accountants;

    d) assist the Committee in its evaluation of cash flow and
       other projections prepared by the Debtors-in-Possession or
       its accountants;

    e) monitor the Debtors' activities regarding cash expenditures
       and general business operations subsequent the filing of
       the petition under Chapter 11;

    f) analyze transactions with vendors, insiders, related and
       affiliated companies, subsequent and prior to the date of
       the filing of the petition under Chapter 11;

    g) analyze transactions with the Debtors' financing
       institutions, if applicable.  Provide financial analysis
       related to any debtor-in-possession financing, including
       advising the Committee concerning such matters;

    h) assist the Committee or its counsel in any litigation
       proceedings against the financing institutions of the
       Debtors, insiders and other potential adversaries;
       including testimony, if necessary;

    i) assist the Committee in its review of the financial aspects
       of any proposed asset purchase agreement or plans of
       reorganization and assist the Committee in negotiating,
       evaluating and qualifying any competing offers; and

    j) attend meetings with representatives of the Committee and
       their counsel.  Prepare presentations to the Committee that
       provides analyses and updates on diligence performed.

Mahoney Cohen's professionals bill based on these hourly rates:

       Designation                     Hourly Rate
       -----------                     -----------
       Shareholders & Directors        $350 to $520
       Managers & Senior Managers      $265 to $350
       Senior Accountants and Staff    $135 to $265

Charles M. Berk at Mahoney Cohen, assures the Court that his Firm
does not hold any interest adverse to the Debtors or their
estates.

Mahoney Cohen, founded in 1969, is a premier certified public
accounting and management consulting firm servicing the middle
market.  The Firm offers a comprehensive range of professional
services to public and privately held businesses and high net
worth individuals.  The firm currently has a staff of over 215,
including 27 partners, and offices in New York City, Miami,
Florida and Boca Raton, Florida.

Headquartered in New York, GT Brands Holdings LLC and its debtor-
affiliates are leading developers and multi-channel marketers of
consumer products, focused primarily on the fitness and weight-
loss, health and beauty, housewares, inspirational programming and
family entertainment segments.  The Debtors' marketing strategy
emphasizes the development and introduction of branded video
content and other products to consumers primarily through
television infomercials.  The Debtors also sell home videos (VHS
and DVD) to major mass retailers as well as wholesale clubs,
drugstore chains, convenience stores and specialized video
retailers.  The Debtor and its six debtor-affiliates filed for
chapter 11 protection on July 11, 2005 (Bankr. S.D.N.Y. Case No.
05-15167).  Brian W. Harvey, Esq., Allan S. Brilliant, Esq., and
Emanuel C. Grillo, Esq., at Goodwin Procter LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets between
$50 million to $100 million and debts of over $100 million.


HOLLINGER INC: Randall Benson Sits as Chief Restructuring Officer
-----------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) made changes to its Board
of Directors with the appointment of:

            * Stanley Beck, Q.C.,
            * Randall Benson,
            * Newton G.Z. Glassman, and
            * Joseph H. Wright

as directors and the confirmation of existing directors Robert
Metcalfe and Allan Wakefield pursuant to the terms of the July 15,
2005, Order of the Honourable Mr. Justice Campbell.

Messrs. Gordon Walker and Paul Carroll resigned as directors.
Hollinger also appointed Mr. Benson as Chief Restructuring Officer
and terminated Messrs. Carroll and Metcalfe as officers of
Hollinger.

On July 22, 2005, Hollinger announced the resignation of Allan
Wakefield and Robert Metcalfe as directors of Hollinger. Messrs.
Wakefield and Metcalfe offered, and the new Board accepted their
offer, to act as consultants to assist the new Board as needed to
ensure an orderly transition period.  Pursuant to previous
compensation arrangements entered into by Hollinger's former Board
and the terms of the July 8, 2005, Order of the Honourable Mr.
Justice Campbell, Mr. Wakefield and Mr. Metcalfe, like their
colleagues Messrs.  Mr. Walker and Mr. Carroll, are entitled to
receive the Court sanctioned termination payment of $600,000 upon
their resignations.  Hollinger's new Board is actively reviewing
the compensation arrangements currently applicable to Hollinger's
directors, and will announce changes to those terms in the near
future.


Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments. Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

                         *     *     *

                       Litigation Risks

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

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

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

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

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

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

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

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

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

                    Court-Ordered Inspection

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

                        Litigation Costs

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

                            Default

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


HOLLINGER INC: Cost for Ernst & Young's Inspection Tops C$10 Mil.
-----------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) reported Ernst & Young
Inc. is continuing the inspection of Hollinger's related party
transactions pursuant to an Order of Mr. Justice Campbell of the
Ontario Superior Court of Justice.  The Inspector has provided
nine interim reports with respect to its inspection of Hollinger,
the ninth report being filed with the Court on July 7, 2005, and
outlining the status of the inspection.  Hollinger and its staff
continue to give their full and unrestricted assistance to the
Inspector in order that it may carry out its duties, including
access to all files and electronic data.

As of July 22, 2005, the cost to Hollinger of the inspection
(including the costs associated with the Inspector and its legal
counsel and Hollinger's legal counsel) is in excess of
C$10.79 million.


Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments. Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

                         *     *     *

                       Litigation Risks

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

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

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

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

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

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

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

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

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

                    Court-Ordered Inspection

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

                        Litigation Costs

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

                            Default

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


HORIZON ASSET: Fitch Assigns Low-B Rating on Two Cert. Classes
--------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. $277.5 million
mortgage pass-through certificates, series 2005-4 class I-A-1
through I-A-9, I-A-PO, I-A-R,II-A-1, II-A-PO certificates 'AAA'.
In addition, Fitch rates these certificate classes:

     -- $5,006,000 classes B-1 'AA';
     -- $1,431,000 class B-2 'A';
     -- $858,000 class B-3 'BBB';
     -- $429,000 class B-4 'BB';
     -- $429,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.75% class B-1, the 0.50% class B-
2, the 0.30% class B-3, the 0.15% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6 certificates.  The ratings on the class B-1, B-2, B-3,
B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the 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.

As of the cut-off date, June 1, 2005, pool I consists of 474
conventional, fully amortizing, 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $255,079,901.

The average principal balance of the loans in this pool is
approximately $538,143.  The mortgage pool has a weighted average
original loan-to-value ratio of 71.71%.  The weighted average FICO
score is approximately 745.  The states that represent the largest
portion of the mortgage loans are California (23.93%), Virginia
(13.12%), Washington (9.03%), Maryland (7.51%), and Tennessee
(5.73%).  All other states represent less than 5% of the pool as
of the cut-off-date.

As of the cut-off date, June 1, 2005, pool II consists of 52
conventional, fully amortizing, 15-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $31,013,756.
The average principal balance of the loans in this pool is
approximately $596,418.  The mortgage pool has a weighted average
OLTV of 62.93%. The weighted average FICO score is approximately
753.  The states that represent the largest portion of the
mortgage loans are California (31.67%), Washington (15.25%),
Tennessee (9.92%), and Maryland (7.46%).  All other states
represent less than 5% of the pool as of the cut-off-date.

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

All of 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
2005-4, 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.


HORSEHEAD INDUSTRIES: Selling Property to PASD for $350,000
-----------------------------------------------------------
HH Liquidating Corp., fka Horsehead Industries, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to sell their property located
at Fourth Street and Franklin Avenue in Palmerton, Pennsylvania,
to the Palmerton Area School District for $350,000, subject to
higher and better offers.

The Palmerton Area School District does not request any break-up
fee in the event another bidder tops its offer.

Keystone Heritage Group previously offered to buy the property for
$390,000 but withdrew the offer prior to a court hearing on
bidding procedures.

The Debtors also ask the Court to approve payment of a $24,500
commission to Christman Realty, the Debtors' real estate broker.

The sale of the Debtors' property is in accordance with the
liquidation of their remaining assets for the benefit of the
estates' creditors.

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

   http://www.researcharchives.com/bin/download?id=050801032559

Horsehead Industries, Inc., d/b/a Zinc Corporation of America, was
the largest zinc producer in the United States, and its affiliates
filed for chapter 11 protection on August 19, 2002 (Bankr.
S.D.N.Y. Case No. 02-14024).  Laurence May, Esq., at Angel &
Frankel, PC represents the Debtors in their restructuring efforts.
On December 12, 2003, the Court authorized the sale of the
Debtors' businesses and substantially all of their assets to
Horsehead Acquisition Corp.  The sale closed on Dec. 23 and 24,
2003.  The Debtors are in the process of selling their remaining
assets.  When the Company filed for protection from its creditors,
it listed $215,579,000 in assets and $231,152,000 in debts.


INTCOMEX INC: Moody's Junks $130 Mil. 2nd Priority Sr. Sec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Intcomex,
Inc. of Caa1 for its proposed offering of $130 million second
priority senior secured notes.  Intcomex is a U.S. based
distributor of computer and peripheral products to Latin American
and Caribbean markets.  Proceeds from the offering will be used to
refinance existing debt of $88 million, pay $25 million of
dividends to its private equity sponsor Citigroup Venture Capital
and to management shareholders, and for general corporate
purposes.  The rating outlook is stable.

These ratings were assigned:

   * Corporate Family rating (formerly Senior Implied rating)
     of B3

   * $130 million second priority senior secured notes due 2011
     rated Caa1

   * Speculative Grade Liquidity rating of SGL-3

The notes will be issued under rule 144A with registration rights.
The ratings are subject to review of final documentation that is
consistent with Moody's understanding of proposed transaction.

The ratings reflect:

   1) the company's high pro forma leverage (debt to EBITDA) of
      4.4 times and moderate interest coverage (EBIT to interest
      expense) of 2.0 times;

   2) substantial majority of revenues generated from countries in
      Latin America and the Caribbean that can be subject to
      political and economic volatility;

   3) the significant use of debt proceeds for shareholder
      dividend payments;

   4) the medium- to long-term potential risks of market entry by
      competitors with greater financial resources and by original
      equipment manufacturers selling direct to high volume
      markets;

   5) limited liquidity with approximately $19 million of pro
      forma cash and a new unrated $25 million asset-based first-
      priority senior secured revolver;

   6) limited integration risks associated with the June 2005
      acquisition of a Mexican distributor Centel;

   7) the company's exposure to credit risk associated with its
      reseller customers; and

   8) moderate vendor concentration with the company's top two OEM
      suppliers accounting for more than 25% of sales.

The ratings are supported by:

   1) the company's high current gross margins in excess of 10%;

   2) the company's diversified customer and country base;

   3) currently limited competition, leading to high market share
      within most of the company's target markets due to the
      difficulties of conducting business in Latin America; and

   4) the company's history of successfully increasing revenues
      and EBITDA at compounded annual growth rates in excess of
      19% and 27%, respectively, both organically and through
      entry into new geographic markets, despite a number of
      financial crises in Latin America.

The stable ratings outlook reflects the likelihood that the
company will not be able to materially delever through material
increases to free cash flow but will maintain adequate operating
margins to service interest expense.  The ratings could face
downward pressure should rapid growth constrain liquidity, if new
competitive entrants or OEMs begin competing directly with the
company in its target markets or if the company's key Latin
American markets undergo fiscal or political crises.

The ratings or outlook could face upward rating pressure if the
company is able to demonstrate sustained profitable revenue growth
and consistent cash flow generation, while materially improving
pro forma credit metrics.

The SGL-3 speculative grade liquidity rating reflects the
company's very low cash balances, expectations for modest free
cash flow generation in 2005, limited sources of committed
external liquidity and limited potential for asset sales due to
restrictions under the Notes indenture.  The company has access to
the $25 million asset-based first-priority senior secured
revolver, subject to asset eligibility.  Adjusted for the
transaction as of March 31, 2005, the company has $19 million of
cash and equivalents and debt of $114 million.  The company
maintains adequate liquidity to address near term funding
requirements.

The issuer of the Notes will be Intcomex, Inc., the U.S. based
holding company that holds all the capital stock of the company's
domestic and foreign subsidiaries.  The Notes are rated one notch
below the Corporate Family rating due to the second priority
position that ranks effectively junior to the unrated and undrawn
$25 million first-priority senior secured revolver at the domestic
operating company, Software Brokers of America, and to the
obligations of the company's foreign subsidiaries.

The Notes will be secured by:

   1) second priority liens on all material assets of the domestic
      operating company (SBA);

   2) 100% of the stock of direct and indirect subsidiaries of the
      domestic subsidiaries; and

   3) 65% of the stock of foreign subsidiaries.

Tangible assets at guarantor subsidiaries totaled approximately
$120 million at the close of fiscal 2004, which would provide de
minimus recovery in a distressed scenario.  Although the security
package includes 65% of the foreign subsidiaries' capital stock,
debt incurred at those subsidiaries (which are not Restricted
Subsidiaries) would rank senior to any second lien note claim.
Moody's notes that the indenture limits incurrence of additional
debt by Restricted Subsidiaries only when Consolidated Fixed
Charge Coverage falls below 2.0 times.

The company's margins are relatively higher than major broad line
IT systems distributors, reflective of the lower competition in
the company's geographic markets.  Moody's anticipates that the
company will continue to grow revenues rapidly through fiscal
2005, partially strengthened by increasing sales in Mexico due to
the acquisition of Centel, a Mexican-based IT distributor, in June
2005.

Within its Latin American markets, the company is relatively
diversified, with operations in 13 countries.  Chile, Peru and
Guatemala represent the top three Latin American markets,
respectively.  However, with the majority of its revenues
generated in Latin American markets, Moody's cites potential
concern over economic and political stability, the ability to
transfer funds to satisfy obligations by the US parent and the
primary subsidiary SBA, as well as risks of inventory and asset
devaluation and quality of accounting and financial reporting.
Despite the potential for revenue or profit volatility due to the
company's Latin America geographic focus; however, Intcomex has
established a solid track record for expanding its operations both
through new market entry and growth in sales within existing
markets.

Intcomex, Inc., headquartered in Miami, Florida, is a value-added
distributor of information technology products to Latin America
and the Caribbean.  Revenues in fiscal 2004 were approximately
$550 million.


IRVING TANNING: Can Use Banknorth's Cash Collateral Until Aug. 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave Irving
Tanning continued access to TD Banknorth, N.A.'s cash collateral
until August 31, 2005.  The cash collateral secures repayment of
the Debtor's $3.75 million prepetition debt to the Bank.

The Debtor will use the cash collateral to fund its operations
until the sale of its assets to Meriturn Partners LLC for $5.75
million is consummated.

Pursuant to the Debtor's confirmed plan of reorganization,
Banknorth is entitled to receive $3.75 million from the Debtor by
July 29, 2005, in satisfaction its claims.  The Debtor is obliged
to make the $100,000 adequate protection payment if Banknorth does
not receive payment for its claims by July 29.  Accordingly,
Irving made a $100,000 payment to Banknorth last Friday.
Banknorth has received adequate protection payments totaling $2.1
million since the petition date.

                       Sale to Meriturn

The salient terms of the asset purchase agreement between Irving
Tanning and Meriturn provide for:

  -- The transfer of ownership of two landfills from the company
     to the town of Hartland.

  -- Full payment of taxes and debts that Irving owes the town.

  -- Reduction in the payments the tannery makes each year toward
     the operating costs of one of the landfills and the town's
     wastewater treatment plant.

  -- Establishment of a land trust to help settle any
     environmental claims against Irving.

As previously reported, the Meriturn deal contemplates top-level
management changes but no reductions in Irving's operations or its
250-person staff.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


KALIMATA INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Kalimata Inc.
        dba Deluxe Mart Mobil
        6750 Greenville Avenue
        Dallas, Texas 75231-6402

Bankruptcy Case No.: 05-38641

Chapter 11 Petition Date: August 1, 2005

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, Texas 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KMART CORP: Wants to Settle Critical Vendor Adversary Cases
-----------------------------------------------------------
Pursuant to the U.S. Bankruptcy Court for the Northern District of
Illinois' directive at a status conference on June 27, 2005, Kmart
Corporation devised an alternative procedure for resolving
critical vendor claims.  Kmart proposes that the procedure be made
mandatory for claims less than $250,000, and optional for claims
greater than that amount.

Kmart, therefore, seeks the Court's authority to implement these
resolution procedures:

   (i) Each defendant will be notified by August 10, 2005,
       inviting them to request a settlement offer from Kmart;

  (ii) Within 14 days from receiving a request for a settlement
       offer, Kmart will respond in writing.  Kmart may place
       time limits on the acceptance of any settlement offer;

(iii) At an omnibus hearing on September 20, 2005, Kmart will
       report to the Court those cases for less than $250,000
       that have not been settled pursuant to the Procedure; and

  (iv) At the Omnibus Hearing, Kmart will ask the Court to set a
       whole day for settlement conferences before another judge.
       The conference will tackle 15 to 20 cases on the same day,
       in the light of the similarity of issues and terms for
       settlement of most cases.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that most claims
for more than $250,000 have been, or about to be, resolved.

Mr. Barrett adds that Kmart does not propose at this time to set
the cases for full mediation.  Kmart believes that requiring at
this point that the parties prepare the type of pleadings normally
required in mediation would place unnecessary burden to the
parties.  Rather, Kmart contemplates a process under which the
settlement judge will oversee face-to-face meetings of the parties
and offer suggestions where appropriate.

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)


KMART CORP: Walks Away from Eight Varilease Schedules
-----------------------------------------------------
With the U.S. Bankruptcy Court for the Northern District of
Illinois' permission, Kmart Corporation will walk away from eight
lease schedules for photographic processing equipment with
Varilease Technology Group, Inc.

Kmart entered into the Schedules in connection with its Master
Equipment Lease Agreement, dated October 25, 2000, with
Varilease.

Kmart will reject Schedules 1, 2, 6, 7, 9, 10, 17, and 23.

Kmart has not continued to use, and has no use for, the equipment
on the Rejection Schedules as a result of store closures, William
J. Barrett, Esq., at Barack, Ferrazzano, Kirschbaum, Perlman &
Nagelberg, in Chicago, Illinois, explains.

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)


KRISPY KREME: Inks Equity-Based Success Fee with Kroll Zolfo
------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) and Kroll Zolfo Cooper
LLC have agreed to the terms of the success fee under the Services
Agreement pursuant to which KZC is providing management services
to the Company.  The success fee is in the form of a warrant
issued to KZC.

The warrant will entitle KZC to purchase 1,200,000 shares of the
Company's common stock at a cash exercise price of $7.75 per
share.  The number of shares issuable upon exercise and the
exercise price are subject to adjustment pursuant to customary
anti-dilution adjustment provisions.  The warrant will become
exercisable on the later of:

     (i) Jan. 29, 2006, and

    (ii) 30 days following the public announcement of the
         appointment of a chief executive officer of the Company
         to succeed Stephen F. Cooper, unless, on or prior to such
         date, the Company terminates the Services Agreement with
         cause or KZC terminates the Services Agreement without
         good reason (in which event, the warrant will be
         forfeited).

The warrant will expire on Jan. 31, 2013.  The warrant is not
transferable except to certain related persons.  Shares issuable
upon exercise of the warrant will be subject to customary demand
and piggyback registration rights.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 370 factory stores and 40 satellites in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.

                         *     *     *

                     Internal Investigation

As reported in the Troubled Company Reporter on May 2, 2005,
Krispy Kreme Doughnuts, Inc., was unable to file its Form 10-K for
the fiscal year ended January 30, 2005, within the prescribed time
period and provided a financial update.

The Company is undergoing analysis related to the proper
application of generally accepted accounting principles to certain
transactions, which occurred in the fiscal year ended Feb. 1,
2004, and earlier years as well as in fiscal 2005.  Until that
analyses are complete, the Company is unable to finalize its
financial statements for fiscal 2005.  The Company's Audit
Committee and management have concluded that the Company's
financial statements for fiscal 2001, 2002 and 2003 and the first
three quarters of fiscal 2005, in addition to the financial
statements for fiscal 2004, should no longer be relied upon.

In December 2004, the Company's Board of Directors concluded that
the Company's previously issued financial statements for fiscal
2004 should be restated to correct certain errors.  The company
formed the special committee to investigate.

                   Lawsuits and Investigations

As reported in the Class Action Reporter on March 14, 2005, Krispy
Kreme workers, who say they lost retirement savings because the
Company executives hid evidence of declining sales and profits,
have initiated a class action lawsuit in Greensboro federal court.

Court documents reveal that the suit was filed on behalf of
workers who owned stock in the Company's retirement or stock
ownership plans after January 1, 2003, which was around the time
the Company's sales allegedly began to decline.  Specifically,
the workers are contending in their suit that because the
executives said nothing about the Company's troubles, workers
who bought Krispy Kreme stock for their 401(k) accounts, or were
paid stock in bonus plans, had no way of knowing what those
executives knew.  Former chief executive officer Scott
Livengood, who was forced out in January, is among those named
as defendants in the lawsuit.

As reported in the Troubled Company Reporter on Mar. 23, 2005,
Krispy Kreme Doughnuts, Inc.'s wholly owned subsidiary, Krispy
Kreme Doughnut Corporation, was served with a purported class
action lawsuit filed in the U.S. District Court for the Middle
District of North Carolina that asserts claims under Section 502
of the Employee Retirement Income Security Act against KKDC and
certain of its current and former officers, styled Smith v. Krispy
Kreme Doughnut Corporation et al., No. 1:05CV00187.

Company officers also were cooperating with the U.S. Attorney's
Office for the Southern District of New York and the Securities
and Exchange Commission in their separate investigations.


LESLIE COFFEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Leslie Dwight Coffey
        203 East Brow Road
        Lookout Mountain, Tennessee 37350

Bankruptcy Case No.: 05-14721

Chapter 11 Petition Date: August 1, 2005

Court: Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: Thomas E. Ray, Esq.
                  Samples, Jennings, Ray & Gibbons
                  130 Jordan Drive
                  Chattanooga, Tennessee 37421
                  Tel: (423) 892-2006

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Phil Brownrigg                Value of security:        $180,000
P.O. Box 987                  $170,000
Clarkesville, GA 30523

Talbot State Bank                                        $40,000
710 North Glynn
Fayetteville, GA 30214

Alec Garland                                                  $1
117 South Spring Street
Manchester, TN 37355

American Honda                                                $1

American Honda                                                $1

American Honda                                                $1

AMEX                                                          $1

Chase Auto                                                    $1

Dietrich, Evans, Scholz &                                     $1
Williams, LLC

Ford Motor Credit                                             $1

Komatsu Financial                                             $1

Komatsu Financial                                             $1

Komatsu Financial                                             $1

Komatsu Financial                                             $1

Kubota Credit                                                 $1

Kubota Credit                                                 $1

Kubota Credit                                                 $1

Kubota Credit                                                 $1

Kubota Credit                                                 $1

Regions Bank                                                  $1


LORAL SPACE: Inks Settlement Pact with Globalstar
-------------------------------------------------
Loral Space & Communications Ltd. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York
for authority to enter into a settlement agreement with Globalstar
LLC and Globalstar Canada Satellite Co.  The settlement resolves
Loral's satellite telephony operations in Brazil.

                      The Globalstar Note

The Globalstar entities and their affiliates operate a low-earth
orbit satellite-based wireless digital telecommunications system
which provides satellite telephone communications through various
service providers around the world.  When Globalstar filed for
bankruptcy on February 15, 2005, Loral was one of its creditors.
As a result of a settlement agreement between the parties, Loral
was given a $4,006,898 note.  Globalstar is in default of the note
on June 30, 2005.

                     Globalstar do Brasil

Globalstar do Brasil S.A., an affiliate of Loral, provides
satellite telephone and related services to about 6,000 customers
in Brazil.  Despite its $8.6 million revenue in 2004, the company
isn't financially self-sustaining.

Loral believes GdB is currently in need of additional financing to
become self-sufficient.  Loral estimates that GdB needs about $4
million in new capital contributions.

                   The Brazilian Satellite
                 Capacity Leasing Agreement

Under a satellite capacity leasing agreement, GdB transferred the
$1,020,000 balance of its mobile phone inventory to Globalstar in
exchange for service credits.  Based on actual usage, Globalstar
says that the credit expired in February 2005.  In addition, GdB
owes Globalstar $818,290.  The satellite agreement allows for the
termination of Globalstar's services to GdB in an event of
default.  The result of which is GdB's inability to provide
services to its customer base.

                  The Settlement Agreement

Under a settlement agreement, the parties agreed that Globalstar
will fund GdB's ongoing operations in Brazil.  In exchange,
Globalstar's obligations under the note held by Loral will be
extinguished.

In addition, Globalstar will issue three credit memos in favor of
loral, for:

   * $300,000 to purchase discounted gateway spare parts; this
     credit memo expires on Dec. 31, 2005;

   * $500,000 to purchase phones and related accessories not
     later than Dec. 31, 2005;

   * 1$1,809,026 to purchase: airtime, T3 support, phones,
     gateway and spare parts at standard pricing; Loral
     anticipates utilizing the credit memo from August 2005 to
     October 2006.

The Honorable Robert D. Drain will convene a hearing on August 19,
2005, to consider the Debtors' request.

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

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


MAILKEY CORP: Auditors Express Going Concern Doubt in Form 10-K
---------------------------------------------------------------
Bagell, Josephs & Company, L.L.C., expressed substantial doubt
about Mailkey Corporation's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended March 31, 2005, due to operating losses and capital
deficits.

At March 31, 2005, Mailkey Corporation's current liabilities
exceed current assets by $2,713,235.  The Company reported a
$417,085 net loss for the three months ended March 31, 2005.

                        Merger Agreement

In January 2005, MailKey Corporation closed its merger agreement
with IElement, Inc., a facilities-based nationwide
telecommunications service provider for services to small and
medium sized enterprises.  IElement will provide broadband data,
voice and wireless services using integrated T-1 lines with a
Layer 2 Private Network solution to provide dedicated Internet
access services, customizable business solutions for voice, data
and Internet, and secure communications channels between MailKey's
customers' offices, partners, vendors, customers and employees
without the use of a firewall or encryption devices.  As a result
of the merger, the Company issued 47,845,836 shares of Common
Stock of the Company.

                Liquidity and Capital Resources

MailKey does not currently maintain a line of credit or term loan
with any commercial bank or other financial institution. To date,
its capital needs have been principally met through the receipt of
proceeds from sales of its equity and debt securities.

The Company's management believes that the current cash resources
will not be sufficient to sustain current operations for the next
twelve months, and that MailKey will need to raise additional
capital to execute its business plan.  The Company anticipates,
based on currently proposed plans and assumptions relating to its
operations, that it is essential to secure additional working
capital.  Additionally, in the event that the Company's plans
change, its assumptions prove to be inaccurate, or its cash flow
proves to be insufficient, due to unanticipated expenses,
inadequate revenues, difficulties, problems or otherwise, the
Company may be required to seek additional financing or curtail
its activities.

The Company intends to obtain additional cash resources within the
next twelve months through sales of debt or equity securities.
The sale of any additional equity or convertible debt securities
will result in additional dilution to Company shareholders.  The
issuance of additional debt will result in increased expenses and
could subject the Company to covenants that may have the effect of
restricting its operations.

Mailkey Corporation offers telecommunications services.  The
Compan'y services include dedicated Internet access services,
customize business solutions for voice, data and Internet, and
secure communications channels between the customers' offices,
partners, vendors, customers and employees without the use of a
firewall or encryption devices.


MERIDIAN AUTOMOTIVE: Proposes De Minimis Asset Sale Procedures
--------------------------------------------------------------
Before filing for bankruptcy protection, Meridian Automotive
Systems, Inc., and its debtor-affiliates routinely and in the
ordinary course of business sold non-core assets that:

   -- they did not utilize in their operations;
   -- were underperforming; or
   -- had little or no value to their business operations.

In addition, the Debtors believe that they made need to sell or
effect some other disposition of assets during the pendency of
their Chapter 11 cases.  This will involve non-core assets of a
relatively de minimis value compared to the Debtors' total asset
base.

To minimize the administrative burdens and expenses and to
maximize the sale proceeds for the benefit of the Debtors'
estates, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware for authority to implement these procedures
for the sale of any De Minimis Asset with a value of up to but not
more than $1,000,000:

   (1) The Debtors will be authorized to consummate any Sale
       without further Court order;

   (2) Any Sale will be free and clear of all Liens with the
       Liens attaching only to the Net Proceeds to the extent of
       their validity and priority immediately prior to the Sale;

   (3) At least 10 days prior to the closing of any Sale, the
       Debtors will notify:

         (i) the U.S. Trustee;

        (ii) Credit Suisse, Cayman Island Branch, as
             administrative agent under the DIP Facility;

       (iii) the Official Committee of Unsecured Creditors;

        (iv) the administrative agent for the prepetition lenders
             under the First Lien Credit Agreement;

         (v) the administrative agent for the prepetition lenders
             under the Second Lien Credit Agreement;

        (vi) U.S. Bank National Association, as collateral agent
             for the subordinated noteholders; and

       (vii) any creditor who has a Lien on a De Minimis Asset to
             be sold;

   (4) The Sale Notice will, in reasonable detail:

         (i) identify the De Minimis Assets being sold;
        (ii) identify the purchaser;
       (iii) provide the purchase price; and
        (iv) provide the significant terms of the sale agreement;

   (5) A Sale Notice Party may object to a Sale within 10 days of
       the date of the Sale Notice;

   (6) If a Sale Notice Party objects to a Sale, the Sale will
       not proceed except upon (x) resolution of the objection by
       the parties in question or (y) further Court order after a
       hearing; and

   (7) If there are no objections, the Debtors may consummate a
       Sale without further notice or a hearing.

The Debtors also propose that the De Minimis Value of a De
Minimis Asset will be the dollar amount, including the amount of
any assumed liabilities, of the estimated selling price for each
De Minimis Asset, provided that parties-in-interest will in good
faith refrain from structuring transactions solely to cause a
Sale to fall within or outside of the Sale Procedures.

"Given the monetary value of such De Minimis Assets in relation
to the magnitude of the Debtors' overall operations and asset
base, it would not be an efficient use of estate resources to
seek Court approval each time the Debtors have an opportunity to
sell such assets," Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, explains.  "In
addition to proceeds to be generated by any Sales, the ability to
sell De Minimis Assets on an expedited basis will also help
defray any carrying, maintenance, storage or additional costs the
Debtors may incur which are associated with the De Minimis
Assets."

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).


MICHAEL DAWKINS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael Dawkins, Inc.
        419 LaFayette Street 6th Floor
        New York, New York 10003

Bankruptcy Case No.: 05-16019

Type of Business: The Debtor is a contemporary designer jewelry
                  company using silver, gold, diamonds, and
                  semi-precious stones.
                  See http://www.michaeldawkins.com/

Chapter 11 Petition Date: August 2, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Gary B. Sachs, Esq.
                  Hofheimer Gartlier & Gross, LLP
                  530 Fifth Avenue
                  New York, New York 10036
                  Tel: (212) 818-9000
                  Fax: (212) 869-4930

Financial Condition as of August 2, 2005:

      Total Assets:  $125,200

      Total Debts: $1,857,440

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         On all assets          $425,000
110 West 44th Street             except Bank
New York                         Account
                                 Value of Security:
                                 $125,000

Leo Wollman Inc.                                        $345,000
558 Fox Street
Bronx, NY 10455

Internal Revenue Service         Taxes                  $200,000
110 West 44th Street
New York

R & L Casting Inc.                                      $114,694
48 West 48th Street, Suite 1601
New York, NY 10036

Bay Pearl LLC                                           $106,928
37 West 47th Street
New York, NY 10036-2809

New York State Department of     Attached bank           $80,000
Taxation & Finance               account with
55 Hanson Plaza                  $30,000 as of
Brooklyn, NY 11217-1579          July 5, 2005
                                 Value of Security:
                                 $30,000

Exclusive Gems                                           $51,837
36 West 47th Street #603
New York, NY 10036

Triple Gems                                              $49,730
50 West 47th Street
New York, NY 10036

Far Atlantic                                             $49,568
P.O. Box 221
New York, NY 10185

HSBC Bank USA                    Business Line           $49,000
Suite 0627
Buffalo, NY 14270-0627

Royal India USA Inc                                      $36,695
10 West 46th Street, 7th Floor
New York, NY 10036

HSBC Bank USA                    Credit Card             $35,000
P.O. Box 37278
Baltimore, MD 21297

Lauren Tiffany Casting                                   $28,808
26 West 47th Street
New York, NY 10036

Premier Pearl                                            $27,443
10 West 46th Street, Suite 1702
New York, NY 10010

Gallatin & Socha Metals                                  $24,827
P.O. Box
Ann Arbor, MI 48107

Millenium                                                $20,064
22 West 48th Street, Suite 1200
New York, NY 10036

Lugo Caste                                               $18,184
558 Fox St
Bronx, NY 10455
Attn: Stephanie Rodriquez

Schofer Germany                                          $18,000
Eugen Schofer Gmbh
Freiburger Strabe 3
D75179
Pforzheim Germany

Colpo & Zilio                                            $17,000
Via Gorizia 2136040
Torri Di Quartesolo
Italy

New York State                                           $16,000
Department of Labor
Collection Section
Attn: Carol
State Campus Bldg 12 Room 256
Albany, NY 12240-0001


MIGHTY CONVENIENCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mighty Convenience, Inc.
        dba Tiger Mart #28
        4258 Lake Villas Drive
        Fort Worth, Texas 76137

Bankruptcy Case No.: 05-47707

Type of Business: The Debtor operates a grocery store.

Chapter 11 Petition Date: August 1, 2005

Court: Northern District of Texas (Fort Worth)

Judge: Russel F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75250
                  Tel: (972) 991-5591

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.


MIRANT CORP: Wants Court's Nod to Avoid Millions in Obligations
---------------------------------------------------------------
To facilitate the financing of certain equipment to be used by
Mirant Americas Development Capital, L.L.C., a participation
agreement was entered into among:

      1. MADC, as Contract Agent and Lessee;

      2. MC Equipment Revolver Statutory Trust;

      3. State Street Bank and Trust Company of Connecticut, N.A.,
         as Trustee of MC Trust;

      4. certain Note Holders and Certificate Holders; and

      5. Citibank, N.A., as Agent for the Note Holders and
         Certificate Holders.

The Equipment includes:

     (a) several GE model gas turbine or steam turbine generators;

     (b) two units of combustion turbine or generator along with
         the related ancillary equipment, pursuant to a contract
         with Mitsubishi Heavy Industries America, Inc.;

     (c) combustion turbines, steam turbine generators and heat
         recovery steam generators pursuant to contracts with
         Siemens Westinghouse Power Corporation; and

     (d) steam turbine generators along with the related ancillary
         equipment pursuant to contracts with Alstom Power, Inc.

The Participation Agreement initially consisted of a $700 million
"true-funding" tranche and a $1.1 billion "treasury-backed"
tranche.  The Participation Agreement provided that the MC Trust
would fund the acquisition of the Equipment by issuing notes and
certificates.

The $700 million "true funding" tranche was to be funded with
Series A1 and B1 Notes and C1 Certificates.

The $1.1 billion "treasury backed" tranche was to be funded with
Series A2 and B2 Notes and C2 Certificates, which were to be
collateralized.

The commitment to fund the "true-funding" tranche was reduced to
$500 million on December 20, 2002, and further reduced to $231
million on May 29, 2003.

The commitment to fund the "treasury-backed" tranche was
terminated on April 18, 2003.

                  The Lease and Agency Agreements

To facilitate the transactions contemplated by the Participation
Agreement, MC Trust, as lessor, and MADC, as lessee, entered into
a Lease Agreement.

MC Trust and MADC also entered into an Agency Agreement.

On December 20, 2000, MC Trust, MADC and GE entered into a Master
Equipment Purchase and Sale Agreement.  MC Trust assigned its
rights in the Master Purchase Agreement to Mirant Americas, Inc.,
with respect to certain gas turbine generators and the related
contract rights pursuant to the Master Purchase Agreement.

On January 30, 2002, MAI assumed certain obligations to General
Electric Company under the Master Purchase Agreement with respect
to the equipment subject to the Assignment.

Pursuant to an offset agreement among MAI, GE and MC Trust, GE
offset $3,562,320 owed by it to MAI against an obligation owed by
the MC Trust to GE.

On July 14, 2003, a Consent, Waiver and Amendment to Operative
Documents was executed among MADC, MC Trust, U.S. Bank, as
Trustee for MC Trust, and the various Defendants holding Notes or
Certificates pursuant to the Participation Agreement, consenting
to the termination of the Master Purchase Agreement.

                   Mirant's Guaranty and Payments

Mirant guaranteed the obligations pursuant to certain "Operative
Documents," including the Master Purchase Agreement and the
Participation Agreement.

On account of the Equipment Lease Transactions, Mirant made
various payments.  Mirant also transferred funds to its
subsidiaries to pay its obligations.

      Mirant Entity               Amount
      -------------               ------
      Mirant Americas, Inc.    $190,356,348
      Mirant Services, LLC       26,879,734
      Mirant Corp.                1,901,575

Mirant also paid $2,429,544 directly to Siemens.

In accordance with Sections 502, 544, 547 and 548 of the
Bankruptcy Code, Mirant asks the Court for permission to avoid:

    1. the Mirant Guaranty and the Assumption Agreement, and all
       obligations of Mirant, MAI or Mirant Services relating to
       the equipment lease transactions;

    2. the payments made by Mirant on account of the equipment
       lease transactions; and

    3. the transfers made to GE.

Mirant also seeks to recover all payments and transfers it made
pursuant to Section 550.

Pursuant to Sections 501(b)(1) and 502(d), Mirant asks the Court
to disallow any claims filed by MC Trust and its Trustee, certain
of the Note Holders and Certificate Holders, and their Agent.

The Debtors contend that they are entitled to avoidance and
recovery because at the time of the transfers:

    -- they were insolvent or rendered insolvent;

    -- they should have reasonably believed that they would incur
       debts beyond their ability to pay as they became due;

    -- they were engaged in transactions for which the remaining
       capital in their hands was unreasonably small.

The transfers all constitute fraudulent transfers, the Debtors
assert.

The Debtors further contend that they did not receive fair
consideration or reasonably equivalent value in exchange for the
alleged obligations.

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: Panel Wants $1.9B in Dividends to Ex-D&O Recovered
---------------------------------------------------------------
Nine former directors and officers of Mirant Corporation and its
debtor affiliates breached their fiduciary duties, Jason S.
Brookner, Esq., at Andrews Kurth LLP, in Dallas, Texas, alleges.

The directors are Elmer B. Harris, W. L. Westbrook, and H. Allen
Franklin.  The officers are Frederick D. Kuester, Barney S. Rush,
Gale E. Klappa, James A. Ward, Douglas L. Miller and Stephen A.
Wakefield.

Mr. Brookner relates that the directors and officers, except for
Mr. Rush, have had long-standing associations with The Southern
Company, or Southern's primary outside counsel.

Mr. Brookner informs Judge Lynn that at all relevant times Mirant
was insolvent, or in the zone of insolvency, the directors and
officers had a fiduciary duty to Mirant and its creditors to act
in their best interests.  "Instead of looking out for the
interests of Mirant and its creditors, however, the [directors
and officers] acted to benefit Southern at Mirant's expense,
including, without limitation, by the approval of transfers in
excess of $1.9 billion to Southern at a time when Mirant was
insolvent."

Mirant did not receive any value in exchange for these transfers,
Mr. Brookner contends.  "In approving these transfers and
participating in one or more of the underlying transactions, the
[directors and officers] violated their fiduciary duties to
Mirant and its creditors."

According to Mr. Brookner, the transfers in excess of $1.9 billion
constitute illegal dividends under Sections 170 and 173 of the
Delaware Code, thus, the directors and officers are liable for the
full amount of the dividend unlawfully paid.

On behalf of the estates of Mirant and its affiliates, the
Official Committee of Unsecured Creditors of Mirant Corporation,
et al., asks the Court to award it actual and consequential
damages against the directors and officers for their negligence
in the exercise of their duties.

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: Pact Providing Unitil with Replacement Guaranty OK'd
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement inked between Mirant Corporation
and its debtor-affiliates and Unitil Power Corp. and Unitil Energy
Systems, Inc.

On February 25, 2003, Mirant Americas Energy Marketing, LP,
entered into a Portfolio Sale and Assignment and Transition
Service and Default Service Supply Agreement with Unitil Power
Corp. and Unitil Energy Systems, Inc.

Under the Unitil Agreement, MAEM agreed to purchase certain
entitlements with respect to Capacity and Associated Energy and
MAEM agreed to sell to the Unitil Creditors certain wholesale
power supplies.  In connection with the Unitil Agreement, Mirant
Corp. executed a guaranty, dated May 1, 2003, in favor of UPC and
UES.

Pursuant to the Guaranty, Mirant Corp. guaranteed MAEM's
obligations to the Unitil Creditors under the Unitil Agreement for
an amount not to exceed $20,000,000.

MAEM assumed the Unitil Agreement pursuant to a Court-approved
settlement agreement.  MAEM provided adequate assurances of future
performance of its obligations under the Unitil Agreement.

Specifically, the Settlement Agreement provided that, in the event
that MAEM subsequently defaulted under the Unitil Agreement, UES
and UPC had the right to effect a triangular netting of the
amounts due to either UES or UPC by MAEM against the amounts due
from either UES or UPC to MAEM.  In exchange for the cross-netting
provision, the Unitil Creditors waived and released any and all
rights, including, but not limited to, common law, bankruptcy or
U.C.C. rights to request adequate assurances in connection with
the Unitil Agreement until May 1, 2006 -- or so long as UES and
UPC had the ability to effect a triangular netting of the amount
due to either UES or UPC by MAEM against amounts due from either
UES or UPC to MAEM.

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)


MULBERRY COURT: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mulberry Court LLC
        P.O. Box 15433
        Cincinnati, Ohio 45215-0433

Bankruptcy Case No.: 05-16541

Type of Business: The Debtor operates an apartment building
                  located in Lockland, Ohio.

Chapter 11 Petition Date: August 1, 2005

Court: Southern District of Ohio (Cincinnati)

Debtor's Counsel: Steven L. Schiller, Esq.
                  Law Office of Steven L. Schiller
                  200 Lawyers Building
                  Four West Fourth Street
                  Newport, Kentucky 41071
                  Tel: (859) 261-6811

Total Assets: $1,652,850

Total Debts:  $1,152,600

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lockland Water Department     Utilities                   $8,900
Lockland, OH 45215

Cinergy                       Utilities                   $7,400
139 East Fourth Street
Cincinnati, OH 45202

Rumpke Waste Disposal         Waste Disposal                $900
10777 Hughes Road
Cincinnati, OH 45251-4599

Ohio Bureau of Workers Comp.  Insurance                     $500
125 East Court Street
Cincinnati, OH 45202


NATIONSLINK FUNDING: Fitch Lifts Rating on $18.9MM Certs to BB+
---------------------------------------------------------------
Fitch Ratings upgrades NationsLink Funding Corporation's
commercial mortgage pass-through certificates, series 1999-SL:

    -- $18.9 million class B to 'AAA' from 'AA';
    -- $16.6 million class C to 'AA' from 'A';
    -- $15.4 million class D to 'A' from 'BBB';
    -- $8.3 million class E to 'A-' from 'BBB-';
    -- $18.9 million class F to 'BB+' from 'BB';
    -- $7.1 million class G to 'BB' from 'BB-'.

In addition, Fitch affirms these certificates

    -- $55.7 million class A-4 at 'AAA';
    -- $71.1 million class A-5 at 'AAA';
    -- $40.2 million class A-6 at 'AAA';
    -- $49.4 million class A-IV at 'AAA'.

Fitch does not rate the notional $316.0 million class X. Classes
A-1, A-2, and A-3 have been paid in full.

The upgrades are a result of significant paydown since issuance.
As of the July 2005 distribution date, the pool's collateral
balance has been reduced 74.4% to $301.8 million from $1.18
billion at issuance.  Although, the transaction has paid down
significantly, the pool still remains diverse with 777 loans
remaining of the original 2,755 at issuance.

The transaction's structure includes a trigger event that causes
the deal to revert to a standard sequential pay structure.  The
trigger occurs when the current collateral balance is less than
25% of the original collateral balance plus realized losses
(losses included only if they exceed 2.5% of the collateral
balance).  Fitch expects the transaction to meet this trigger and
revert to sequential pay with the August 2005 distribution or
shortly thereafter.

The transaction includes an overcollateralization feature which
creates a first loss piece that absorbs any losses that otherwise
would result in principal loss to the trust.  The current OC
amount is equal to $14.2 million (4.5% of the pool).  To date, the
OC structure of the pool has prevented any principal losses to the
trust.

Currently, eight loans (1.05%) are in special servicing. The
largest loan (0.3%) is secured by an industrial property located
in Montebello, CA and is current.  The second largest specially
serviced loan (0.1%) is secured by a retail property located in
Fair Oaks, CA and is in the process of being refinanced.


NEENAH FOUNDRY: Taps Citigroup Global to Sell Assets or Stock
-------------------------------------------------------------
Neenah Foundry Company and its indirect parent company, ACP
Holding Company reported that Citigroup Global Markets Inc. has
been engaged to assist in exploring the potential sale or merger
of the Company or a significant portion of its assets or capital
stock.  Although there have been preliminary contacts with a
number of potential purchasers, the process is in its early
stages, no sale agreement has been reached and there can be no
assurance as to whether, and if so when or at what price,
structure and other terms and conditions, a transaction may occur.

Neenah Foundry Company manufactures and markets a wide range of
iron castings and steel forgings for the heavy municipal market
and selected segments of the industrial markets.  Neenah is one of
the larger independent foundry companies in the country, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

                         *     *     *

Standard & Poor's Ratings Services affirmed its B/Stable/--
corporate credit rating on Neenah Foundry Co. Standard & Poor's
also affirmed its 'CCC+' senior secured and subordinated ratings
on the company.


NETEXIT INC: Files Amended Liquidating Plan & Disclosure Statement
------------------------------------------------------------------
Netexit, Inc., and its debtor-affiliates delivered their First
Amended and Restated Liquidating Plan of Reorganization and an
accompanying First Amended and Restated Disclosure Statement to
the U.S. Bankruptcy Court for the District of Delaware on July 28,
2005.

The Amended Plan provides for the liquidation and distribution of
all of the Debtors' assets to all holders of Allowed Claims.
Except as otherwise agreed, Allowed Administrative Claims, other
than Professional Fee Claims, and Allowed Priority Claims will be
paid in full on or after the Effective Date.

On the Effective Date of the Plan, a reserve of $22.9 million will
be set aside from the Debtors' Estate for payment of Allowed
Unsecured Claims, other than the NorthWestern Claims.
Distribution to Allowed Unsecured Claims will be made only upon
resolution and allowance of all Unsecured Claims.

While NorthWestern has agreed to accept a recovery on account of
the NorthWestern Claims, the agreement reached in the June 2005
Mediation and embodied in the Plan provides for a sliding scale
recovery to creditors holding Allowed Unsecured Claims, other than
NorthWestern, which depends upon the total aggregate of Unsecured
Claims that are ultimately Allowed, exclusive of the NorthWestern
Claims.

If total Allowed Unsecured Claims are less than or equal to
$12 million in the aggregate, then those Claims will receive 100%
recovery.  If Allowed Unsecured Claims exceed $12 million in the
aggregate, then those Claims will be paid in accordance with a
schedule agreed to by the parties, and incorporated into the Plan,
with the provision that maximum amount of dollars to be paid to
all Allowed Unsecured Claims in the aggregate as a class will be
$22.9 million.

The Plan groups claims and interests into six classes.

Unimpaired Claims consist of:

   1) Priority Claims will be paid in full on or after the
      Effective Date.

Impaired Claims consist of:

   1) General Unsecured Litigation Claims will receive recovery on
      a sliding scale depending on the total amount of all allowed
      Unsecured Claims.  The potential recovery is between 65% and
      100% depending on the total amount of Allowed Unsecured
      Claims.

   2) General Unsecured Contract Claims will receive recovery on
      a sliding scale depending on the total amount of all allowed
      Unsecured Claims.  The potential recovery is between 65% and
      100% depending on the total amount of Allowed Unsecured
      Claims.

   3) Northwestern Claims will receive an Allowed Claim in the
      amount of $184,700,000 and a payment of $20 million on
      account of its Allowed Claim as an initial distribution.  A
      reserve of $5 million will be set aside for an additional
      distribution to NorthWestern on account of its Allowed
      Claim.  After distributions have been made to Allowed
      General Unsecured Claims, any remaining Estate funds that
      are not paid to resolve Allowed Priority Claims will be
      paid to NorthWestern upon the filing of a motion to close
      the Debtors' chapter 11 cases.

   4) Security Class Action Claims, represented by the lead
      counsel to the Securities Class Action Claimants will
      receive on the Effective Date, $8 million on account of
      their Allowed Claim to be distributed in accordance with
      orders previously entered by the U.S. District Court for the
      District of South Dakota in the Securities Class Action.

   5) Equity Interests Holders will receive no distribution under
      the Plan.

Full-text copies of a blacklined version of the Amended Disclosure
Statement and Amended Plan are available at no charge at
http://www.kccllc.net/netexit

Headquartered in Sioux Falls, South Dakota, Netexit, Inc., fka
Expanets, Inc., and its debtor-affiliates filed for chapter 11
protection on May 4, 2004 (Bankr. D. Del. Case No. 04-11321).
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, and Scott D. Cousins, Esq.
Victoria Watson Counihan, Esq., and William E. Chipman, Jr., Esq.,
at Greenberg Traurig, LLP, represent the Debtors.  When the
company filed for chapter 11 protection, it estimated $50 million
in assets and more than $100 million in liabilities.


NORTHWEST: SAC Capital Buys 4,980,000 Common Shares
---------------------------------------------------
According to an SC 13G filing with the Securities and Exchange
Commission, Steven A. Cohen, owner of the hedge fund SAC Capital
Advisors LLC, purchased 4,980,000 shares of Northwest Airlines
Corp.  The shares represent a 5.7% stake in the financially
trouble airline.  The purchase marks the fund as a passive
investor that isn't interested in acquiring the carrier.

Northwest Airlines Corp. is the world's fifth largest airline with
hubs in Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,600 daily departures.  Northwest is
a member of SkyTeam, an airline alliance that offers customers one
of the world's most extensive global networks.  Northwest and its
travel partners serve more than 900 cities in excess of 160
countries on six continents.

At June 30, 2005, Northwest Airlines' balance sheet showed a
$3,752,000,000 stockholders' deficit, compared to a $3,087,000,000
deficit at Dec. 31, 2004.  The airline posted a $225 million
second quarter loss compared to a $182 million net loss for the
same period in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service downgraded the debt ratings of Northwest
Airlines Corporation and its primary operating subsidiary,
Northwest Airlines, Inc.  The Corporate Family Rating (previously
called the Senior Implied rating) was lowered to Caa1 from B2, and
the Senior Unsecured rating was downgraded to Caa3 from Caa1.
Ratings assigned to Enhanced Equipment Trust Certificates were
downgraded.

In addition, the company's Speculative Grade Liquidity Rating was
downgraded to SGL-3 from SGL-2.  The rating actions complete a
review of Northwest's ratings initiated April 8, 2005.  Moody's
said the outlook is negative.

Northwest Airlines Corp.'s common shares was trading below $5
on Friday.  The stock was at $11 per share in December.


OMNICARE INC: NeighborCare to Repurchase 6.875% Sr. Sub. Notes
--------------------------------------------------------------
NeighborCare, Inc., a subsidiary of Omnicare, Inc. (NYSE:OCR)
commenced a tender offer for cash to purchase any and all of the
$250 million outstanding principal amount of its 6.875% Senior
Subordinated Notes due 2013.  In connection with the tender offer,
NeighborCare is soliciting consents to effect certain proposed
amendments to the indenture governing the Notes.  The tender offer
and consent solicitation are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement dated Aug. 1, 2005,
and a related Consent and Letter of Transmittal, which more fully
set forth the terms and conditions of the tender offer and consent
solicitation.

The total consideration to be paid for each $1,000 principal
amount tendered will be determined using a yield equal to a fixed
spread of 50 basis points plus the bid side yield to maturity of
the 3.375% United States Treasury Note due Nov. 15, 2008.  The
pricing of the total consideration is expected to occur at 2:00
p.m., New York City time, Aug. 15, 2005.  The total consideration
includes a consent payment of $30.00 per $1,000 principal amount
of Notes payable only to holders who tender (and do not validly
withdraw) their Notes and validly deliver (and do not validly
revoke) their consents prior to the consent payment deadline.
Holders who tender (and do not validly withdraw) their Notes after
the consent payment deadline will be eligible to receive the total
consideration minus the consent payment.  Holders who tender (and
do not validly withdraw) their Notes will receive the accrued and
unpaid interest on such Notes through, but not including, the
applicable payment date in connection with the tender offer.  The
consent payment deadline is scheduled to be 5:00 p.m., New York
City time, on Aug. 12, 2005, unless terminated or extended.

The tender offer is scheduled to expire at midnight, New York City
time, on Aug. 26, 2005, unless terminated or extended.

The proposed amendments to the indenture governing the Notes would
eliminate most of the indenture's principal restrictive covenants
and certain events of default and would amend certain other
provisions contained in the indenture.  Adoption of the proposed
amendments requires the consent of the holders of at least a
majority of the aggregate principal amount of the Notes
outstanding.  Holders who tender their Notes will be required to
consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Notes
in the tender offer.  Tendered Notes may be withdrawn and consents
may be revoked at any time prior to the consent payment deadline,
but not thereafter.

The tender offer is conditioned upon, among other things, a
minimum tender condition and a supplemental indenture condition.

Lehman Brothers Inc. is acting as dealer manager and solicitation
agent for the tender offer and the consent solicitation.  The
information agent and tender agent for the tender offer is D.F.
King & Company, Inc. Questions regarding the tender offer and
consent solicitation may be directed to Lehman Brothers Inc.,
telephone number 800-438-3242 (toll free) and 212-528-7581 (call
collect), and D.F. King & Co., Inc. Requests for copies of the
Offer to Purchase and Consent Solicitation Statement and related
documents may be directed to D.F. King & Co., Inc., telephone
number 800-758-5378 (toll free) and 212-267-5550 (call collect).

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based in
Covington, Kentucky, is a leading provider of pharmaceutical care
for the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,090,000 beds in 47 states in
the United States and in Canada, making it the largest U.S.
provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 30 countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services 'BBB-' corporate credit rating
on Omnicare Inc. would remain on CreditWatch with negative
implications following its definitive agreement to purchase
NeighborCare Inc. (BB/Watch Pos/--) for $1.8 billion in cash.
Earlier this week, Omnicare also agreed to purchase RXCrossroads
L.L.C. (unrated) for $235 million in cash.  If these two
transactions were completely debt financed, there would be a
dramatic deterioration in credit quality.  However, in the past,
Omnicare has taken steps to rapidly restore a stronger credit
profile following similar, but smaller, acquisitions.
Accordingly, resolution of the CreditWatch awaits clarification of
the financial structure of the company following these
transactions.

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service changed the rating outlook for Omnicare,
Inc., to negative from stable.  At the same time, Moody's assigned
a Ba3 rating to Omnicare Capital Trust II's approximately
$334 million in new Trust Preferred Income Equity Redeemable
Securities.


PRIMARY ENERGY: S&P Rates $135 Million Senior Secured Loan at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Primary Energy Finance LLC's $135 million senior secured term
loan.  At the same time, Standard & Poor's assigned its '2'
recovery rating to the term loan.   The 'BB' rating and '2'
recovery rating indicate the expectation of substantial (80%-100%)
recovery of principal in the event of payment default.

PEF, a wholly owned subsidiary of Primary Energy Enterprises LLC,
which in turn is controlled by American Securities Capital
Partners, owns and operates five natural gas fired qualifying
facilities, Lakeside, a recycled energy power generation facility,
and two coal fired cogeneration plants it recently acquired from
Cogentrix Energy Inc.  PEF is also in the process of acquiring two
assets from another independent power producer.

"The stable outlook reflects our view that the project's credit
quality should not significantly deteriorate in the short term,"
said Standard & Poor's credit analyst Arleen Spangler.
The outlook will depend, to a large extent, on the dynamics of the
California power markets.

The proceeds of the term loan will be used to:

    * retire project level debt at Lakeside,

    * buy out the facility lease at Oxnard,

    * repay a bridge loan used to finance the acquisition of the
      Cogentrix assets,

    * fund another acquisition,

    * prefund a six month debt service reserve, and

    * return capital to its owners.


QUIGLEY COMPANY: Solicitation Period Intact Until November 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until November 30, 2005, Quigley Company, Inc., and its
debtor-affiliates' exclusive period to solicit acceptances of
their chapter 11 plan of reorganization.

As reported in the Troubled Company reporter on May 3, 2005, the
Debtor delivered its Plan of Reorganization and accompanying
Disclosure Statement in March 2005.  The primary purpose of the
Plan is to provide a fair, equitable and reasonable treatment of
creditors particularly of asbestos-related claimants.  The Plan
proposes to create an Asbestos Personal Injury Trust crafted under
11 U.S.C. Sec. 524(g) to resolve all asbestos-related
claims.  Pfizer, Inc., Quigley's sole shareholder, agreed to
contribute $405 million to the Asbestos Settlement Trust over 40
years through a note, contribute approximately $100 million in
insurance, and forgive a $30 million loan to Quigley.

Since the Debtor filed its plan and disclosure statement, it has
continued negotiations and information exchanges with Pfizer, the
Committee and Albert Togut, Esq., the representative of holders of
future asbestos personal injury claims against the Debtor,
regarding the more intricate terms of the plan and related
documents.

Lawrence V. Gelber, Esq., at Schulte Roth & Zabel LLP, explains
that the extension will allow the Debtor to resolve these issues.
Mr. Gelber believes that the extension will provide the Debtor
with sufficient time to complete the solicitation of votes to
accept or reject its plan of reorganization.

Additionally, Quigley has resolved most, if not all, of the
information gaps contained in the filed disclosure statement.
While the parties continue to make progress on outstanding issues,
there are a number of open items that still must be addressed.

The Debtor assures the Court that the requested extension will not
result in a delay of the plan process, but rather will permit the
parties to continue negotiating toward consensus.

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.


QUIGLEY COMPANY: Court Extends Removal Period to Nov. 7
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quigley Inc. and its debtor-affiliates until November 7,
2005, to remove pending civil actions from numerous courts to the
Southern District of New York for continued litigation.

As previously reported, Quigley was first named as a defendant in
asbestos-related personal injury claims in 1979 or 1980.  Although
Quigley ceased manufacturing any products containing asbestos in
the 1970s and closed its refractories business in 1992, it had
been named as a defendant in approximately 433,700 personal injury
claims in approximately 149,000 civil actions brought in federal
and state courts throughout the United States.  As of the petition
date, there were approximately 162,700 personal injury claims,
including 4,600 silica-related personal injury claims, pending
against Quigley in approximately 59,150 civil actions.

At the time of Quigley's chapter 11 filing, the company's
principal business was managing the defense and resolution of the
personal injury claims brought against it.

Lawrence V. Gelber, Esq., at Schulte Roth & Zabel LLP, in New
York, New York explains that it is prudent at this stage of
Quigley's case to seek an additional extension of the deadline to
remove the prepetition civil actions.  Mr. Gelber reminds the
Court that Quigley filed a plan of reorganization and related
disclosure statement on March 4, 2005.  Since that time, Quigley
has been involved in extensive negotiations and exchanges of
information with the interested parties, including Pfizer, the
Committee and the Futures Representative, aimed at reaching
consensus on the terms of the plan, the establishment of a trust
under sections 105(a) and 524(g) of the Bankruptcy Code and the
procedures to govern distributions by the trust.

In addition, Quigley and its professionals have been working
closely with the Committee's and the Representative's
professionals to complete the various expert valuations and
estimations necessary for Plan confirmation.  Quigley thus needs
additional time to review its pending non-personal injury
litigation to determine whether it makes sense to remove some or
all of those actions to federal court.

Mr. Gelber states that the extension sought will:

   a) allow Quigley and its professionals a chance to make fully
      informed decisions concerning the removal of each
      Prepetition Civil Action; and

   b) will assure that Quigley does not forfeit valuable rights
      afforded it under 28 U.S.C. Sec. 1452.

Furthermore, the rights of Quigley's adversaries in the
prepetition civil actions will not be prejudiced by this
extension, because any party to a removed action may seek remand
pursuant to 28 U.S.C. Section 1452(b).

                       Plan Progress

As reported in the Troubled Company Reporter on May 3, 2005,
Quigley delivered a chapter 11 plan of reorganization to the Court
that will create an Asbestos Personal Injury Trust crafted under
11 U.S.C. Sec. 524(g) to resolve all asbestos-related
claims.  Pfizer, Inc., Quigley's sole shareholder, agreed to
contribute $405 million to the Asbestos Settlement Trust over 40
years through a note, contribute approximately $100 million in
insurance, and forgive a $30 million loan to Quigley.

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.


RURAL CELLULAR: June 30 Balance Sheet Upside-Down by $637.6 Mil.
----------------------------------------------------------------
Rural Cellular Corporation (NASDAQ:RCCC) reported second quarter
2005 financial results.

"Our 2nd quarter results reflect the substantial progress we've
made on our networks, with related improvement in roaming revenue
and increases in service revenue and LSR, generating $52 million
in EBITDA," Richard P. Ekstrand, President and Chief Executive
Officer, said.

RCC's second quarter operating highlights reflect:

   -- Continued construction of next generation networks and
      handset transition,

   -- Growing number of next generation roaming minutes,

   -- Increased service revenue reflecting higher LSR and USF
      payments,

   -- Organization streamlining, and

   -- Subsequent signing of a next generation billing agreement
      with VeriSign Communications Services.

                       Revenue and Customers

RCC's service revenue increased 4.1% to $98.9 million for the
quarter.  This improvement resulted from LSR increasing to $50 for
the quarter compared to $47 last year.  Driving the higher LSR
were increased access and features revenue together with increased
USF payments.  USF payments were $11.1 million during the second
quarter of 2005 compared to $8.6 million last year.  The Company's
regulatory pass-through charges were $3.7 million during the
quarter compared to $2.4 million in 2004.

The Company's decline in customer retention continues to reflect
technology and service related issues encountered during the
commercial introduction of its GSM networks.  Customer migrations
this quarter were 45,000 while gross customer postpaid adds were
39,000.  RCC's total customers were 716,755 at June 30, 2005 and
726,747 at March 31, 2005.

Roaming revenue for the quarter was $25.1 million compared to
$26.3 million in the second quarter of 2004. Roaming yield was
$0.14 per minute in 2005 and $0.16 per minute in 2004.  During the
quarter, voice roaming minutes increased 13% over the second
quarter of 2004.  Additionally, 72% of the Company's roaming
minutes came from next generation technology compared to 32%
during the second quarter of the previous year.

Reflecting strong customer demand for next generation products,
the Company's net per customer subsidy this quarter declined 18%
to $59 compared to last year.  Equipment revenue increased 76.5%
to $9.4 million for 2005. Equipment cost increased 37.7% to $14.6
million for 2005.

                        Operating Costs

Network Cost

RCC's network cost for the second quarter of 2005 increased 11.5%
to $28.8 million, reflecting additional costs of operating
multiple networks (analog, TDMA and next generation networks),
increased incollect expense, and 135 newly activated cell sites
since June 30, 2004. Per minute incollect cost for the second
quarter of 2005 was approximately $0.11 per minute compared to
$0.12 last year.

Selling, General and Administrative

During the second quarter of 2005, SG&A increased 14.8% to $38.0
million. The increase primarily reflects sales and marketing costs
increasing 16.4% to $15.1 million from the market launch of next-
generation technology products. Also contributing to the increase
in SG&A was a 54.1% increase in regulatory pass-through fees to
$3.7 million.

Impairment of assets

Effective on June 28, 2005, the Customer Relationship Management
and Billing Managed Services Agreement between RCC and a billing
provider was mutually terminated. RCC's GSM customers are
currently being served through a transitional system implemented
earlier this year. Reflecting the termination of the Agreement,
the Company recorded a charge to operations during the three
months ended June 30, 2005 of $7.0 million, reflecting the write
down of certain development costs previously capitalized. Should
either party not meet certain performance requirements under the
termination agreement, the Company may incur additional charges by
year end.

Interest Expense

Interest expense for 2005 increased 17.7% to $37.6 million.
The increase primarily reflects a smaller gain on repurchase of
preferred shares repurchased in 2005 as compared to 2004.

Gain on Repurchase of Preferred Stock

During the three months ended June 30, 2005, the Company
repurchased 14,932 shares of 11-3/8% senior exchangeable preferred
stock for $13.4 million.  These shares had accrued $4.0 million in
unpaid dividends.  The resulting $5.6 million gain on the
repurchase of preferred shares, not including transaction
commissions and other related fees, was recorded as a reduction of
interest expense.  During the three months ended June 30, 2004,
RCC repurchased 42,750 shares of its 11 3/8% senior exchangeable
preferred stock for $36 million resulting in a resulting gain of
$12.1 million.

Network Construction and Capital Expenditures

Capital expenditures for the second quarter were approximately
$26.4 million, reflecting the activation of new cell sites for
next-generation networks together with other network overlay,
edge-out and expansion efforts in all regions.  RCC continues to
anticipate total capital expenditures for 2005 to be approximately
$100 million.

Organization Streamlining

The Company has decided to centralize and streamline its business
systems in order to redeploy resources to better support its new
products and services. RCC's sales, customer service, network
operations, and financial functions will now be centrally managed.
The Company believes this change should allow it to more
efficiently apply best practices company-wide, streamline
decision-making and reframe its relationship with customers.

Next Generation Billing Solution Agreement

On July 21, 2005, RCC signed an agreement with VeriSign
Communications Services to be its billing provider for GSM
customers, which will be transitioned by the end of the year.
VeriSign has been one of the Company's TDMA billing providers for
more than five years and has the Company's confidence to meet
future requirements.

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 15 states.

At June 30, 2005, Rural Cellular's balance sheet showed a
$637,599,000 stockholders' deficit, compared to a $596,338,000
deficit at Dec. 31, 2004.


SEABULK INT'L: S&P Ups Rating on $150 Million Senior Notes to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oilfield services company SEACOR Holdings Inc. to 'BBB-'
from 'BBB' and removed the rating from CreditWatch with negative
implications following a review of its acquisition of Seabulk
International Inc.

At the same time, Standard & Poor's raised its rating on Seabulk's
$150 million senior unsecured notes due 2013 to 'BB+' from 'B' and
removed the rating from CreditWatch with positive implications.
Standard & Poor's also withdrew its corporate credit rating on
Seabulk.

The outlook is negative.  As of June 30, 2005, the Houston, Texas-
based company had about $1 billion of debt outstanding pro forma
for the Seabulk acquisition.  The ratings on SEACOR and Seabulk
were originally placed on CreditWatch March 17, 2005 when the
acquisition was announced.

"The rating actions reflect the SEACOR's aggressive acquisition
strategy," said Standard & Poor's credit analyst Paul Harvey.
"Notably, the acquisition of Seabulk followed close on the heals
of the late 2004 acquisition of ERA Aviation Inc., both of which
have raised debt leverage and heightened concern about the
integration of two large acquisitions at the same time."

In addition, SEACOR faces near- and medium-term spending needs to
rejuvenate Seabulk's aging marine services fleet, as well as
replace five single-hulled product tankers required to be retired
between 2007 to 2015.

On the other hand, SEACOR's exposure to the very volatile offshore
marine services segment should be buffered by the current recovery
of that market, combined with the business diversification
provided by the ERA acquisition, the increased size of its inland
barge business, and Seabulk's U.S.-flagged product tanker
business.


SECOND CHANCE: Armor Holdings Completes $45 Million Acquisition
---------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) completed its previously announced
acquisition of substantially all of the domestic assets of Second
Chance Body Armor, Inc.  Founded in 1970, Second Chance
manufactures concealable and tactical body armor for the law
enforcement and military markets worldwide.  The acquired assets
will be integrated into Armor Holdings' Products Division and are
expected to be meaningfully accretive to Armor Holdings earnings
per share in 2006.

"We are delighted to welcome Second Chance to the Armor Holdings
team, and we believe this transaction creates a fresh start for
Second Chance," Scott O'Brien, President of the Armor Holdings
Products Division, said.  "We expect the purchase to allow Second
Chance to move beyond the recent issues that have clouded its
reputation in the market.  With this new beginning, we intend to
invest in the Second Chance brand, to restore its reputation,
renew its presence on the U.S. military's Outer Tactical Vest
program and expand its distribution internationally."

Armor Holdings paid $45 million in cash for substantially all of
the assets of Second Chance, including substantially all
intellectual property, free and clear of all liens, claims and
encumbrances, and assumed certain trade liabilities.  The
acquisition specifically excluded any Zylon(R) or Zylon(R) related
assets and all outstanding claims related to Zylon(R), including
those related to Ultima, Ultimax, and Triflex model vests.  The
United States Bankruptcy Court, Western District of Michigan,
confirmed the transaction on Wednesday, July 27, 2005.

Robert R. Schiller, President of Armor Holdings, Inc., added, "The
fact that Second Chance is still operating in spite of what it has
been through during the last several years, is a credit to the
quality of its brand.  By restoring Second Chance's financial
position, we hope to provide a much needed boost to the Company's
employees, suppliers and customers, primarily those law
enforcement officers who have been such loyal supporters of the
Second Chance brand for many years."

                        DIP Financing

As reported in the Troubled Company Reporter on July 14, 2005, the
Debtor asked the Court to extend and modify its debtor-in-
possession financing agreement with Comerica Bank.  The DIP
financing will help Second Chance market and sell its assets, free
and clear of all liens, pursuant to Section 363 of the U.S.
Bankruptcy Code.

The modification to the additional financing allows the Debtor to
consummate a sale of its assets by July 29, 2005.  Under the
agreement, Comerica will provide postpetition advances to the
Debtor under a postpetition note to pay budgeted expenses from
May 14, 2005, through July 29, 2005.

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/
-- is a diversified manufacturer of branded products for the
military, law enforcement, and personnel safety markets.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SHEEHAN MEMORIAL: Looks at Possible Partnership With Grace Manor
----------------------------------------------------------------
Sheehan Memorial Hospital, a preventive health services provider,
is eyeing a possible partnership with Grace Manor Health Care
Facility, a 167-bed skilled nursing facility, Business First of
Buffalo reports.  The partnership will allow each organization to
harness advantages afforded by their similar missions, cultures
and client base, the weekly newspaper says.

The Buffalo News reports that Sheehan and Grace's boards voted
unanimously to form a joint effort to determine the feasibility of
a partnership, the non-profits announced this week.  June
Hoeflich, board chairman for both organizations, reportedly leads
the study being conducted to assess the strengths and weaknesses
of the partnership and recommend a possible joint venture between
the two healthcare providers.

Business First says Grace Manor would benefit from the partnership
as it is currently operating under budget constraints due to the
State of New York's drive to reconfigure and consolidate its
health care system.

Sheehan CEO Sheila K. Kee said in a release that the deal would
create financial opportunities to help lift Sheehan out of its
financial woes.  "Structural collaboration among nonprofit
organizations has become an important strategy for dealing with a
dynamic market and changing fiscal environment," The Buffalo News
quotes Ms. Kee as saying.

Headquartered in Buffalo, New York, Sheehan Memorial Hospital
caters to a largely poor, African-American population of patients.
The Debtor filed for bankruptcy protection (Bankr. W.D. N.Y. Case
No. 04-11548) on March 8, 2004. David D. MacKnight, Esq., at Lacy
Katzen LLP represents the Debtor in its chapter 11 proceedings.
When the Debtor filed for protection from its creditors, it listed
$2,000,000 million in assets and $1,969,756 in debts.


SOFIA INDICO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sofia Indico Restaurants, Inc.
        221 West 46th Street
        New York, New York 10036

Bankruptcy Case No.: 05-15997

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: August 2, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Richard L. Koral, Esq.
                  60 East 42nd Street, Suite 1136
                  New York, New York 10165
                  Tel: (212) 682-1212
                  Fax: (212) 687-2084

Financial Condition as of August 2, 2005:

      Total Assets: $2,000,000

      Total Debts:  $1,500,000

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


SOLUTIA INC: JPMorgan Asks Court to Compel Document Production
--------------------------------------------------------------
In its adversary proceeding against Solutia, Inc., JPMorgan Chase
Bank served Solutia with its first request for production of
documents.  However, JPMorgan points out, Solutia refused to
produce documents in an organized manner.  Andrew L. Morrison,
Esq., at Reed Smith LLP, in New York, explains that the documents
had no labels that correspond to each document request.  Instead,
Solutia points to a haystack comprised of almost 1,000,000 pages
of documents previously produced by Solutia on a rolling and
haphazard basis and invites JPMorgan to "find the needles."  In
addition, Solutia has asserted unsustainable privilege objections
to the requests, which mirror objections previously raised by the
Debtors.

The Debtors also refused to produce 271 documents prepared for
Rothschild, Inc., asserting that those documents are protected by
virtue of an "attorney-client" privilege or the work product
doctrine.  Mr. Morrison contends that there is no privilege
applicable to the Disputed Documents because:

    * There is no "financial advisor privilege";

    * Rothschild's engagement with Solutia confirms expressly that
      Rothschild is a business consultant to Solutia and a
      complete stranger to any attorney-client relationship
      between Solutia and its counsel;

    * Rothschild was not retained by the Debtors "in anticipation
      of litigation"; and

    * Solutia has affirmatively waived any protection afforded by
      work product doctrine.

Mr. Morrison adds that the Disputed Documents cannot be shielded
from production under the work product doctrine because they were
not created in anticipation of litigation and, in any event, the
Debtors' production of documents has waived the work product
doctrine.

The Disputed Documents are highly relevant as they may establish
a roadmap for the Debtors' unlawful conduct, Mr. Morrison
asserts.  The U.S. Bankruptcy Court for the Southern District of
New York should not permit Solutia to insulate these documents
from proper discovery demands, Mr. Morrison contends.  Attempts to
resolve the discovery disputes on a consensual basis have failed.

Accordingly, JPMorgan asks the Court to compel the Debtors to
label and organize all documents responsive to the Discovery
Demands and to produce all of the documents requested.

                          Debtors Respond

"This Motion is the latest in a series of disputes arising from a
continuing effort of [JPMorgan] . . . to force the Debtors to
provide JPMorgan a secured claim in these chapter 11 cases to
which it is not entitled and that would significantly harm the
Debtors' other unsecured creditors," Richard M. Cieri, Esq., at
Kirkland & Ellis LLP, in New York, asserts.

According to Mr. Cieri, JPMorgan has engaged in a multi-track
strategy to obtain secured status, which involve:

    a. participation by JPMorgan on the Official Committee of
       Unsecured Creditors for more than a year, even though
       JPMorgan claims that it has only secured claims;

    b. engaging in a lengthy and costly Rule 2004 Examination of
       the Debtors; and

    c. pursuing an Adversary Proceeding against the Debtors.

Mr. Cieri argues that JPMorgan's motion should be denied because:

    -- The Motion fails to comply with Local Bankruptcy Rule
       7007-1 with respect to motions to compel and is based on a
       number of factual errors.  Under Local Rule 7007-1, no
       discovery-related motion will be entertained by the Court
       unless the moving party confers with opposing counsel "in
       a good faith effort to resolve by agreement the issues
       raised by the motion" and requests an informal conference
       with the Court.  JPMorgan has done neither;

    -- The Debtors' production of documents, including electronic
       documents, in both the Rule 2004 Examination and the
       Adversary Proceeding fully complied with their obligations
       under the applicable Federal Rules of Civil Procedure and
       Federal Rules of Bankruptcy Procedure.  JPMorgan's attempt
       to further deplete the Debtors' resources by requiring them
       to reorganize and label more than 1.3 million pages of
       responsive documents is contrary to law, and would be
       extraordinarily wasteful; and

    -- The limited collection of documents withheld by the Debtors
       are protected by the attorney-client privilege and the work
       product doctrine.  The Debtors retained Rothschild to
       provide confidential advice concerning restructuring
       options available to the Debtors.  The documents that have
       been withheld as privileged were prepared to assist the
       Debtors' counsel in providing advice to the Debtors.
       Accordingly, they have properly been withheld as
       privileged.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Nitro Creditors Want to Conduct Rule 2004 Examination
------------------------------------------------------------------
On November 18, 2004, about 2,300 residents of Nitro, in West
Virginia filed proofs of claim against Solutia Inc. and its
debtor-affiliates asserting that they have a right to payment for
property damages, personal injuries, and medical monitoring.

Stuart Calwell, Esq., in New York, explains that the Nitro
Residents' claims arose from the Debtors' operation of a facility
in Nitro, West Virginia.  The Nitro Residents believe that the
Nitro Plant have contaminated their properties with 2,3,7,8-
tetrachlorodibenzodioxin and related compounds.   The Nitro
Residents assert that their health has been endangered by dioxin
releases resulting from the Debtors' tortuous conduct at the
Nitro plant site.

According to Mr. Calwell, the Nitro Residents may also have
claims against the Debtors as third-party beneficiaries of
certain indemnity agreements entered into among Monsanto Company,
Pharmacia Corporation, and the Debtors.

The Nitro Residents ask the U.S. Bankruptcy Court for the Southern
District of New York to compel the Debtors to produce documents,
which concern three overlapping categories of information:

    (1) the extent of the Debtors' total financial exposure to
        environmental legacy liabilities, including the grounds
        for any estimates;

    (2) agreements between the Debtors, Monsanto and Pharmacia,
        and any combination of these ore related entities
        concerning or referring to environmental legacy
        liabilities; and

    (3) information in the Debtors' possession relevant to the
        resolution of any dispute as to the merits of the Nitro
        Residents' claims.

The Nitro Residents further ask Judge Beatty to compel the
Debtors to:

    -- produce the results of any soil sampling and other
       environment tests conducted, and produce the actual soil
       samples from the Nitro plant site used in those tests;

    -- permit them access to the Nitro plant site to conduct their
       own soil sampling and environmental testing;

    -- make available for examination three officers, one who has
       knowledge of the subject matter for each of the three
       categories of information; and

    -- make available someone to sit for examination 20 days after
       the completion of the document production to determine
       compliance with document requests.


Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPECTRASITE INC: Posts $1.4 Million Net Loss in Second Quarter
--------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI), one of the largest wireless tower
operators in the United States, reported results for the quarter
ended June 30, 2005.

Total revenues for the second quarter of 2005 were $97.7 million
as compared to revenues of $87.6 million for the second quarter of
2004, representing an increase of 11.6%.  Operating income for the
second quarter of 2005 was $22.5 million as compared to operating
income of $14.7 million for the same period in 2004, representing
an increase of 53.5%.

Other expense during the second quarter of 2005 was $10.5 million
as compared to other expense of $500,000 during the second quarter
of 2004.  Other expense items during the second quarter of 2005
primarily related to a $6 million decrease in the fair value of
the Company's five-year interest rate hedge agreement and
$4.5 million of expense associated with the proposed merger with
American Tower Corporation.

The Company's income from continuing operations was $400,000 for
the second quarter of 2005 as compared to income from continuing
operations of $2.9 million for the same period in 2004.  The
Company's net loss was $1.4 million for the second quarter of 2005
versus net income of $2.9 million during the second quarter of
2004.

"While we clearly posted strong financial results during the
second quarter, I am perhaps even more pleased with the current
level of demand we are seeing on our towers," Stephen H. Clark,
President and CEO, said.  "Our backlog of new lease applications
continues to remain robust, which bodes well for the remainder of
the year and into 2006."

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

At June 30, 2005, the Company had $88.6 million of cash on hand
and $748 million of debt.  The Company owned or operated 7,834
towers and in-building systems as of June 30, 2005.

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

                        *     *     *

As reported in the Troubled Company Reporter on July 29, 2005,
Standard & Poor's Ratings Services raised its ratings for Cary,
North Carolina-based wireless tower operator SpectraSite Inc.  The
corporate credit rating was raised to 'BB+' from 'B+', and the
rating on its secured bank loan was raised to 'BBB' from 'BB-';
the recovery rating for this loan remains at '1', indicating
expectations of a 100% recovery of principal in the event of a
payment default.

All ratings are removed from CreditWatch, where they were placed
with positive implications on April 21, 2005.  The outlook is
stable.  About $749 million of total debt is outstanding.


SPILLMAN DEVELOPMENT: Case Summary & 14 Largest Creditors
---------------------------------------------------------
Debtor: Spillman Development Group, Ltd.
        aka Falconhead Golf Club
        15201 Falconhead Boulevard
        Austin, Texas 78738

Bankruptcy Case No.: 05-14415

Type of Business: The Debtor operates a golf course
                  located in Austin, Texas.  See
                  http://www.falconheadaustin.com/

Chapter 11 Petition Date: August 1, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Eric J. Taube, Esq.
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Avenue, 18th Floor
                  Austin, Texas 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fire Eagle, L.L.C.                                    $4,100,000
2705 Old Spanish Trail
Slidell, LA 70461

Phillips & Jordan, Inc.       Judgment                  $819,598
P.O. Box 2295
Zephyrhills, FL 33539

Spillman Investment Group     Loan                      $818,000
P.O. Box 342437
Austin, TX 78734

Prosperity Bank               Line of Credit            $350,000
1415 RR 620 South
Austin, TX 78734

Ingersol Rand Financial       Contract/Lease            $216,960
Services
Div. of CitiCapital
Comm. Leasing
P.O. Box 6229
Carol Stream, IL 60197

Ford, Nassen, Bladwin         Services                  $145,290

Armbrust & Brown, L.L.P.      Attorney Fees              $67,223

Murfee Engineering            Services                   $41,190

Caterpillar Financial         Contract/Lease             $36,631
Services

Palisades Developers LTD      Services                   $35,939

CSCI                          Services                   $15,677

Erickson Demel & Co., P.C.    Services                   $11,100

Next Jump, Inc.               Services                    $1,500

Enjoy Magazine                Services                      $300


STEVEN GILBERT: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steven Joseph Gilbert
        2420 Enterprise Road, Suite 100
        Clearwater, Florida 33763

Bankruptcy Case No.: 05-15187

Chapter 11 Petition Date: August 1, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Daniel J. Herman, Esq.
                  Pecarek & Herman, Chartered
                  200 Clearwater Largo Road, South, Suite 1
                  Largo, Florida 337700
                  Tel: (727) 584-8161
                  Fax: (727) 586-5813

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of America, NA           Credit line               $100,034
Credit Line
P.O. Box 30521
Tampa, FL 33630-3521

SunTrust Credit Line          Credit line                $93,099
P.O. Box 305053
Nashville, TN 37230-5265

Norma Gilbert                 Personal loan              $80,000
7455 Granville Drive
Fort Lauderdale, FL 33321

Chase Bank/Bank One           Credit card debt           $77,400

MBNA America                  Credit card debt           $56,645

American Express              Credit card debt           $25,663

CitiPlatinum Card             Credit card debt           $24,328

Prime Funding Corp.                                      $18,784

American Express              Credit card debt           $16,911

Levine, Hirsch, Segall,       Charging lien for          $15,189
Mackenzie, Friedsam, PA

Briggs Stahl, CPA             Accounting services        $13,731

Bankcard Service              Credit card debt           $12,110

Saks Fifth Avenue             Credit card debt            $6,000

CitiFinancial  Retailk        Credit card debt            $3,531

ADT Security Services         Security services           $2,383

Angelo Spoto, PA MA, LMHC     Medical debt                $2,383

Sprint                        Credit card debt              $449

National City                 Credit card debt              $268


STONERIDGE INC: Earns $2.8 Million in Second Quarter 2005
---------------------------------------------------------
Stoneridge, Inc. (NYSE: SRI) reported net sales of $180.3 million
and net income of $2.8 million for the second quarter ended July
2, 2005.

Net sales increased $2.2 million, or 1 percent, to $180.3 million
compared with $178.1 million for the second quarter of 2004.  The
increase in sales was primarily due to increased commercial
vehicle production, which offset the decline in North American
traditional domestic light vehicle production.  The effect of
foreign currency translation added approximately $1.4 million to
second-quarter 2005 sales compared with the same period in 2004.

Net income for the second quarter of 2005 was $2.8 million,
compared with $9.3 million for the second quarter of 2004.  The
decrease in net income was primarily due to the Company's
previously disclosed restructuring activities and related
operating inefficiencies, the decrease in North American
traditional domestic light vehicle production, product price
reductions and increased product development activities.

The Company recorded a pre-tax restructuring charge of
$1.7 million in the second quarter of 2005, primarily related to
severance costs, asset-related impairment charges, and facility
closure costs associated with previously announced plant
consolidations.  These consolidations are part of the Company's
cost-reduction initiatives.

"Stoneridge's North American automotive business continues to be
faced with significant challenges," said Gerald V. Pisani,
president and chief executive officer.  "As a result, we remain
committed to our current restructuring plan and investment in
product development, which will enable the Company to maintain its
competitive position as we become a leaner, more flexible and more
efficient organization."

For the six months ended July 2, 2005, net sales were
$361.1 million, an increase of 2 percent, compared with $354.1
million for the six months ended June 30, 2004.  Net income for
the first six months of 2005 was $7.2 million, compared with $18.5
million in the comparable 2004 six-month period.

Net cash provided by operating activities for the six months ended
July 2, 2005 was $5.0 million, compared with $19.4 million for the
six months ended June 30, 2004.  The decrease in cash provided by
operating activities was primarily due to the decrease in net
income and higher uses of cash for working capital requirements.

Stoneridge, Inc. -- http://www.stoneridge.com/-- headquartered in
Warren, Ohio, is a leading independent designer and manufacturer
of highly engineered electrical and electronic components, modules
and systems principally for the automotive, medium- and heavy-duty
truck, agricultural and off-highway vehicle markets.  Net sales in
2004 were approximately $682 million.

                         *      *      *

As reported in the Troubled Company Reporter on May 3, 2005,
Standard & Poor's Ratings Services revised its outlook on
Stoneridge Inc. to stable from positive, following the company's
announcement that 2005 earnings will fall well short of previous
guidance.  Because of the lower earnings target, it is unlikely
the company will achieve and sustain credit statistics
sufficiently improved to support a ratings upgrade in the next
year or two.  At the same time, Standard & Poor's affirmed its
'BB-' corporate credit, 'BB' senior secured debt, and 'B+' senior
unsecured debt ratings on Stoneridge.


STRUCTURED ASSET: Fitch Rates Two Certificate Classes at Low-B
--------------------------------------------------------------
Structured Asset Investment Loan Trust's $820 million mortgage
pass-through certificates, series 2005-HE2, are rated by Fitch
Ratings:

     -- $680.8 million classes A1-A3 'AAA';
     -- $30.7 million class M1 'AA+';
     -- $24.4 million class M2 'AA';
     -- $15.2 million class M3 'AA-';
     -- $13.9 million class M4 'A+';
     -- $11.8 million class M5 'A';
     -- $10.1 million class M6 'A-';
     -- $7.6 million class M7 'BBB+';
     -- $7.6 million class M8 'BBB';
     -- $9.3 million class M9 'BBB';
     -- $8.8 million class M10 'BBB-';
     -- $6.3 million class B1 'BB+';
     -- $5.9 million class B2 'BB'.

The 'AAA' rating on the class A1 through A3 certificates reflects
the 19.15% total credit enhancement provided by the 3.65% class
M1, 2.90% class M2, 1.80% class M3, 1.65% class M4, 1.40% class
M5, 1.20% class M6, 0.90% class M7, 0.90% class M8, 1.10% class
M9, 1.05% class M10,0.75% non-offered class B1, 0.70% non-offered
class B2, and 0.65% non-offered unrated class B3, as well as the
0.50% initial and target overcollateralization.  All certificates
have the benefit of monthly excess cash flow to absorb losses.
The ratings also reflect the quality of the loans, the soundness
of the legal and financial structures, and the capabilities of
Aurora Loan Services as master servicer. U.S. Bank, N.A. (rated
'AA-' by Fitch) will act as trustee.

On the closing date, the trust fund will consist of a mortgage
pool of conventional, first and second lien, adjustable- and
fixed-rate, fully amortizing and balloon, residential mortgage
loans with a total principal balance as of the cut-off date of
approximately $842,052,005.  Approximately 20.40% of the mortgage
loans are fixed-rate mortgage loans and 79.60% are adjustable-rate
mortgage loans.  The weighted average loan rate is approximately
7.268%.  The weighted average remaining term to maturity is 353
months.  The average principal balance of the loans is
approximately $161,777.  The weighted average combined loan-to-
value ratio (CLTV) is 87.73%.  The properties are primarily
located in California (37.79%), Florida (6.51%), and Ohio (5.90%).

Approximately 52.08% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from Own It and 45.75% from Ameriquest.

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


SUPER VENTURES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Super Ventures, Inc.
        dba J-Mart
        4505 East Highway 377
        Granbury, Texas 76049

Bankruptcy Case No.: 05-38625

Type of Business: The Debtor operates a convenience store.

Chapter 11 Petition Date: August 1, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  Arthur I. Ungerman, Esquire
                  One Glen Lakes Tower,
                  8140 Walnut Hill Lane, No. 301
                  Dallas, Texas 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SWEET FACTORY: Court Formally Closes Chapter 11 Case
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final decree on July 26, 2005, closing Sweet Factory Group Inc.
and its debtor-affiliates' chapter 11 cases.

The Court confirmed the Debtors' liquidating plan of
reorganization on August 5, 2002.  The plan became effective on
August 7, 2002.  The Plan provided for the liquidation of the
Debtors' businesses pursuant to a sale and the distribution of the
sale proceeds and other assets to the Debtors' creditors.

The creditor constituencies identified in the Plan include:

    a) an informal committee of holders of a majority of
       outstanding 10.25% senior secured note obligation of the
       Debtors' parent company, Archibald Candy Corporation, in
       the aggregate amount of $170 million; and

    b) the Official Committee of Unsecured Creditors

Two disbursing agents were created to pay, object to or settle all
claims against the Debtors' estate.  The Debtors' Disbursing Agent
administered all administrative and priority claims while the
Class 5 Disbursing Agent administered all general unsecured
claims.

In a status report submitted on May 12, 2005, Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintruab PC
tells the Court that both agents have completed the disbursement
process.  Ms. Jones adds that Archibald Candy has also been
liquidated through its own chapter 11 case.

Sweet Factory Group Inc. and its debtor-affiliates filed for
chapter 11 protection on November 15, 2001 in the U.S. Bankruptcy
Court for the District of Delaware.  Laura Davis Jones at
Pachulski, Stang, Ziehl, Young & Jones represented the Debtors in
their restructuring efforts.


TITAN CRUISE: Files for Chapter 11 Protection in M.D. Florida
-------------------------------------------------------------
Titan Cruise Lines and its wholly owned subsidiary, Ocean Jewel
Casino & Entertainment, filed for chapter 11 protection in the
U.S. Bankruptcy Court for the Middle District of Florida.

The Company tells the Court that its original business plan was
unable to address or provide sufficient financial reserves to
solve ten business problems:

    * The distance required to transport customers to the
      offshore vessel;

    * The cost of operating high speed shuttles to transport
      customers to the offshore vessel;

    * Reduced days and hours of operation due to weather issues;

    * Higher than anticipated maintenance costs on the Ocean
      Jewel;

    * Higher than anticipated maintenance costs on the shuttles;

    * Required Coast Guard minimum staffing levels on the offshore
      vessel;

    * Higher than anticipated overhead costs;

    * Issues associated with transferring customers from the high
      speed shuttle to the offshore vessel;

    * Providing adequate parking for customers; and

    * High costs of servicing larger than anticipated debt levels.

Although gaming operations began in late 2004, the Debtors have
yet to achieve a profitable month of operations and has not been
able to successfully raise sufficient funding to adequately
capitalize their businesses.

The Debtors' primary assets are the gaming ship, "The Ocean Jewel
of St. Petersburg," and two shuttle catamarans that are currently
not being used in operations.

The Debtors estimate $34 million in secured claims, $171,000 in
priority tax claims and $4.6 million in unsecured claims against
their estates.  First American Bank, the Debtors' principal
secured creditor, asserts a first priority lien on all of the
Debtors' business assets, except for certain leased gaming
equipment.  The Debtors are currently leasing their onboard gaming
equipment from PDS Gaming.  The PDS lease is in default.

As of Aug. 1, 2005, the Debtor has approximately 500 employees,
and owes approximately $315,000 in accrued but unpaid wages.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors' in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 Million to
$50 Million.


TITAN CRUISE: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Titan Cruise Lines
             100 First Avenue South, Suite 200
             Saint Petersburg, Florida 33701

Bankruptcy Case No.: 05-15154

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ocean Jewel Casino & Entertainment         05-15188

Type of Business: The Debtor owns and operates an offshore
                  casino gaming operation.

Chapter 11 Petition Date: August 1, 2005

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtors' Counsel: Gregory M. McCoskey, Esq.
                  Glenn Rasmussen & Fogarty, P.A.
                  P.O. Box 3333
                  Tampa, Florida 33601-3333
                  Tel: (813) 229-3333

                           Total Assets         Total Debts
                           ------------         -----------
Titan Cruise Lines         $10 Million to       $10 Million to
                           $50 Million          $50 Million

Ocean Jewel Casino &       Less than $50,000    $100,000 to
Entertainment                                   $500,000

A. Titan Cruise Lines' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Arkady Vaygensberg            VTM Stock               $3,210,000
17555 Collins Ave. APP:2208
Sunny Isles Beach, FL 33160

Gear Services, Inc.           Goods or services         $268,342
P.O. Box 3073
Harvey, LA 70059

Shamrock                      Goods or services         $202,467
P.O. Box 22123
Saint Petersburg, FL 33742

Internal Revenue Service      Excise taxes              $171,801

IGT                           Goods or services         $143,199

Security Services of America  Goods or services         $126,171

Bally Gaming, Inc.            Goods or services         $117,408

City of St. Petersburg        Goods or services         $116,851
Attn: Joe Zeoli

Premium Assignment Corp.      Goods or services          $94,321

Tampa Bay Shipbuilding &      Goods or services          $92,600
Repair Co.

Sandra Santerelli             Unsecured note             $91,431

Emperor Maritime-Trust Co.    Goods or services          $78,780
Complex

Agnes E. Rice Enterprises     Goods or services          $75,975

Marine Towing of Tampa, LLC   Goods or services          $71,817

Atronic Americas, LLC         Goods or services          $70,050

Flagship Group, Ltd.          Goods or services          $70,000

Eastern Shipbuilding Group    Goods or services          $65,763

Clear Channel Operator        Goods or services          $64,677

SWS Environmental First       Goods or services          $58,543

InfoGenesis                   Goods or services          $55,094



B. Ocean Jewel Casino & Entertainment's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
City of St. Petersburg        Goods and services        $116,851
P.O. Box 2842
St. Petersburg, FL 33731-2842

Tampa Bay Shipbuilding &      Goods and services         $92,600
P.O. box 75498
1130 McClosky Blvd.
Tampa, Fl 33675

Lancaster Oil Company         Goods and services         $51,537
P.O. Box 14556
St. Petersburg, FL 33733

Grainger                      Goods and services         $30,252

Donovan Marine, Inc.          Goods and services         $11,628

ExxonMobil Marine Lubricants  Goods and services         $11,496

First Look, Inc               Goods and services          $9,862

Jet Age Fuel, Inc             Goods and services          $8,986

Millennium Marine Repairs     Goods and services          $8,892
Inc.

Marine Electrical Solutions   Goods and services          $8,825
Inc.

Atlantic Crew Services, Inc.  Goods and services          $8,581

Rhode Island Fast Ferry,      Goods and services          $6,500
Inc.

McMaster-Carr                 Goods and services          $5,476

US Filter Recovery Services   Goods and services          $3,468

Mackay Marine Tampa           Goods and services          $3,145

GMN Fisher                    Goods and services          $3,000

Suncoast Electrical Supply    Goods and services          $2,203

Gladding-Hearn Shipbuilding   Goods and services          $2,082

Florida Detroit Diesel -      Goods and services          $1,782
Allison - Tampa

Waco                          Goods and services          $1,722


TOUCH AMERICA: Plan Trustee Wants More Time to Remove Actions
-------------------------------------------------------------
Brent C. Williams, the Plan Trustee appointed under the
Liquidating Trust established pursuant to the confirmed Amended
Liquidating Plan of Reorganization of the Touch America Holdings,
Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court
for the District of Delaware, for more time to file notices of
removal with respect to pre-petition Civil Actions.

Mr. Williams asks the Court that the period within which he can
file notices of removal be extended to Feb. 24, 2006 (or 30 days
after the entry of an order terminating the automatic stay with
respect to a particular pre-petition civil action).

Mr. Williams explains that as Plan Trustee and successor to the
Debtors, he is a party to numerous civil actions currently pending
in various state courts.

Mr. Williams gave the Court four reasons in support of the
extension:

   a) he has not had sufficient time to fully evaluate certain
      pending  state court actions or conduct an analysis whether
      certain of those state court actions should be removed to a
      federal court;

   b) the requested extension is in the best interests of the
      Debtors' estates, their creditors and other parties-in-
      interest;

   c) the requested extension will give him more opportunity to
      make fully informed decisions concerning the removal of each
      state court action to ensure that he does not forfeit
      valuable rights under 28 U.S.C. Section 1452(a); and

   d) the extension will not prejudice the Debtors' adversaries
      because any party to a state court action that is removed
      may seek to have that action remanded to the state court
      pursuant to 28 U.S.C. Section.

The Court will convene a hearing at 1:00 p.m., on Aug. 18, 2005,
to consider the Debtor's request.

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.


TRUMP HOTELS: Court Nixes Connectiv Thermal's $2.8 Million Claim
----------------------------------------------------------------
Conectiv Thermal Systems, Inc., or Atlantic Jersey Thermal
Systems, Inc. filed Claims Nos. 1792 and 1920, each asserting
$2,784,852 for prepetition goods and services.

Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates asked the U.S. Bankruptcy
Court for the District of New Jersey to expunge Claim No. 1792 as
duplicative of Claim No. 1920.  Subsequently, the Debtors asked
the Court to expunge Claim No. 1792 due to full payment of the
claim.

In a Court-approved stipulation, the Debtors and Thermal
stipulate that:

   1. The Claims will be expunged in their entirety; and

   2. In the event that any of the Debtors seek repayment or
      disgorgement of any sums paid to Thermal, Thermal reserves
      and retains its rights to assert a claim against the
      Debtors' estates for any amounts that it is required to
      repay or disgorge.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Files Audited 2004 Financials for Accumulation Plan
-----------------------------------------------------------------
On June 29, 2005, Trump Entertainment Resorts, Inc., filed with
the Securities and Exchange Commission the audited financial
statements of the Trump Capital Accumulation Plan as of
December 31, 2004, and 2003, and for the year ended December 31,
2004.

The Accumulation Plan is a defined contribution plan.  The
participating employers under the Plan are Trump Taj Mahal
Associates, LLC, Trump Marina Associates, LLC, Trump Plaza
Associates, LLC, and Trump Indiana, Inc.

Craig D. Keyser, executive vice president of Human Resources and
Administration of the Accumulation Plan, relates that Merrill
Lynch Trust Company was the trustee of the Plan through
December 31, 2004.  On January 1, 2005, Fidelity Management Trust
Company became the trustee of the Plan.

                  Trump Capital Accumulation Plan
           Statements of Assets Available for Benefits
                    December 31, 2004 and 2003

                                       2004            2003
Assets                             ------------    ------------
   Investments                     $217,337,984    $200,385,993

   Receivables:
      Participants' contributions             -         301,802
      Employer's contributions                -          83,010
                                   ------------    ------------
   Total receivables                          -         384,812

   Cash                                       -          74,289
   Accrued income                        30,874          31,119
                                   ------------    ------------
Assets available for benefits      $217,368,858    $200,876,213
                                   ============    ============

                  Trump Capital Accumulation Plan
       Statement of Changes in Assets Available for Benefits
                  Year ended December 31, 2004

Additions:

   Investment income:

   Net appreciation in fair value of investments    $11,183,060
   Interest                                           2,625,340
   Dividends                                          3,518,238
                                                   ------------
                                                     17,326,638
                                                   ------------
   Contributions:

   Participants                                      14,083,803
   Employer, net of forfeitures                       4,217,570
   Rollovers                                            103,238
                                                   ------------
                                                     18,404,611
                                                   ------------
Total additions                                      35,731,249

Deductions:
   Benefits paid directly to participants            19,164,560
   Administrative expenses                               74,044
                                                   ------------
Total deductions                                     19,238,604
                                                   ------------
Net increase                                         16,492,645

Assets available for benefits:
   Beginning of year                                200,876,213
                                                   ------------
   End of year                                     $217,368,858
                                                   ============

A full-text copy of the Trump Capital Accumulation Plan Financial
Results is available for free at:

      http://ResearchArchives.com/t/s?9e

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


UAL CORP: Delays Plan Filing to Continue Review with Committee
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates will delay the filing of
their chapter 11 Plan of Reorganization and an accompanying
disclosure statement at the behest of the Official Committee of
Unsecured Creditors.

"United and the Committee have agreed, at the Committee's request,
that the Company will not file its Disclosure Statement, Plan of
Reorganization and supplements at this time in order to provide an
additional opportunity to continue collaborating on and reviewing
the complex, extensive documents as part of the overall
confirmation process," the Debtors and the Committee said in a
joint statement.  "Both parties agree that this approach and
timing can help facilitate an even smoother exit process."

The Debtors previously disclosed that they would file a Plan of
Reorganization and Disclosure Statement by Aug. 1, 2005.

The Debtors' exclusive plan filing period will expire on Sept. 1,
2005.  They have until Nov. 1, 2005, to solicit acceptances to
that Plan.

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 COMPANIES: Fitch Junks Rating on Class M Loans
-----------------------------------------------------
Fitch Ratings has downgraded 12 classes (approximately $208
million in outstanding principal) and affirmed nine classes
(approximately $58 million) of United Companies Financial Corp.
manufactured housing transactions.  The negative rating actions
are taken due to the continued poor performance of the collateral.

The loans were originated by United Companies Funding, Inc., which
was formed in 1995 and was a wholly-owned manufactured housing
lending subsidiary of UCFC.  In 1998, UCFI announced plans to
close down its manufactured housing business.  In 1999, UCFC filed
for Chapter 11 bankruptcy protection and in December 2000, the
manufactured housing portfolio, servicing rights and residual
interests were acquired by EMC, a wholly-owned subsidiary of the
Bear Stearns Companies, Inc. EMC is currently rated 'RPS1' by
Fitch.

The following rating actions have been taken by Fitch:

   Series 1996-1

     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 downgraded to 'AA-' from 'AAA';
     -- Class M downgraded to 'C' from 'B-';
     -- Class B-1 remains at 'C'.

   Series 1996-2

     -- Class A affirmed at 'AAA'.

   Series 1997-1

     -- Class A-4 affirmed at 'AAA';
     -- Class M downgraded to 'C' from 'B-';
     -- Class B-1 remains at 'D'.

   Series 1997-2

     -- Class A-4 affirmed at 'AAA';
     -- Class M affirmed at 'B-';
     -- Class B-1 remains at 'C';
     -- Class B-2 remains at 'D'.

   Series 1997-3

     -- Class A-4 downgraded to 'BBB' from 'AA+';
     -- Class M downgraded to 'C' from 'CCC';
     -- Class B-1 remains at 'C'.

   Series 1997-4

     -- Class A-4 downgraded to 'A-' from 'AA';
     -- Class M downgraded to 'C' from 'B-';
     -- Class B-1 remains at 'C'.

   Series 1998-1

     -- Class A-3 downgraded to 'AA-' from 'AA';
     -- Class M affirmed at 'B-';
     -- Class B-1 remains at 'C'.

   Series 1998-2

     -- Class A-3 affirmed at 'AA';
     -- Class A-4 downgraded to 'BB' from 'AA-';
     -- Class M-1 downgraded to 'B' from 'BB-';
     -- Class M-2 affirmed at 'B-';
     -- Class B-1 remains at 'C'.

   Series 1998-3

     -- Class A-1 downgraded to 'BB' from 'A+';
     -- Class M-1 downgraded to 'B' from 'BB-';
     -- Class M-2 affirmed at 'B-';
     -- Class B-1 remains at 'C'.

Fitch will continue to closely monitor these transactions.
Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
website at http://www.fitchratings.com/


UNISYS CORP: Moody's Reviews Ba1 Senior Unsecured Rating
--------------------------------------------------------
Moody's Investors Service placed the credit ratings of Unisys
Corporation on review for possible downgrade following continued
declining performance and lowered expectations for operational and
financial results for the remainder of the year.  The ratings
outlook had been negative.

Ratings under review include:

   * Corporate Family rating (formerly Senior Implied rating)
     at Ba1

   * Senior unsecured rating at Ba1

   * Shelf registration for senior unsecured debt at (P)Ba1,
     subordinated debt at (P)Ba2 and preferred stock at (P)Ba3

The review is prompted by sustained declines in the company's
profitability and weakened credit protection measures due to
ongoing decreases in Technology segment revenue and operational
difficulties the company has faced in recent quarters.  The
company faces continued decline in its Technology segment,
particularly with its high margin legacy ClearPath large
enterprise servers.

Profitability has also been challenged by higher than expected
costs related to several large business process outsourcing
contracts, which the company has been addressing over the past few
quarters.  Remediation of the underperforming contracts may
ultimately result in a write down of up to $235 million of related
outsourcing assets.  In addition, operating profits have been
negatively impacted by increases in pension expenses.

The ratings review will focus on the company's competitive
positioning across its markets and its strategy for improving
market share and profitability within its business segments.  The
review will assess the company's prospects for offsetting
contraction in operating income in the Technology segment, given
continued fall off in revenue and high research and development
costs relative to segment revenue.

In 2004, the Technology segment represented 19% of total revenue,
while contributing over 75% of total operating income (prior to
consolidated asset impairment and restructuring charges).  The
review will also consider the likelihood for improving operating
income in the Services segment through the remediation of its
underperforming contracts and the impact of any potential asset
write downs and restructuring charges.

Moody's will also look to assess the quality of the company's
backlog of IT services contracts and margin and cash flow impact.
The company expects to achieve $50 million of free cash flow (cash
flow from operations less capital expenditures and capitalized
costs) for 2005.  In the first six months of 2005, the company had
negative free cash flow of $118 million, while in the second
quarter, the company received an income tax refund of $39 million.

In the second quarter ended June 30, 2005, the company reported an
operating loss of $27 million on revenue of $1.4 billion.  Pension
expense was $46 million.  The company has a $510 million valuation
allowance against net deferred tax assets of $1.6 billion, based
on its evaluation of the realizability of its deferred tax assets
at quarter end.  Ultimately, $4.9 billion of future taxable income
(predominately in the U.S.) would be needed to realize the net
deferred tax asset.  As a result of declines in profits and cash
flow, interest coverage and leverage metrics have weakened
considerably.

Based on Moody's standard adjustments to $901 million of reported
debt as of June 30, 2005, adjusted debt of $3.0 billion results in
adjusted debt to EBITDA leverage of 5.8 times (versus 2.5 times
based on reported figures).  Moody's adjustments to reported debt
include $844 million of pension, $1.1 billion present value of
operating lease adjustments and $217 million of securitization
outstandings.

Accordingly, adjusted free cash flow to debt stood at -1.1%
(versus -10.3% based on reported figures).  Adjusted EBITDA of
$518 million leads to adjusted EBITDA to interest coverage of 2.5
times (versus 6.0 times based on reported figures).

Unisys, based in Blue Bell, Pennsylvania, is a worldwide provider
of IT services and technology hardware.  The company generated
$5.8 billion of revenue in 2004.


US AIRWAYS: Court Okay Sale of 10 Jets to Jet Partners for $5.2MM
-----------------------------------------------------------------
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia gave US Airways, Inc., and its debtor-
affiliates permission to sell 10 Boeing Aircraft and three Spare
Engines to Jet Partners and approved a Purchase Agreement on the
deal.  The key terms of the Purchase Agreement are:

The modified terms of the Purchase Agreement includes a purchase
price of $52,000,000, a deposit of $5,200,000, and a waiver by
Jet Partners of all inspection rights other than the Final Ground
Inspection, the Final Records Inspection, and the Full Power
Assurance Run.

The sale to Jet Partners is free and clear of all liens, claims
and encumbrances, including the liens held by the lenders under
the ATSB Loan and any taxing authorities.  The proceeds from the
sale will be applied in accordance with the Supplemental Cash
Collateral Order.

                       About Jet Partners

Jet Partners, LLC, headquartered in Cleveland, Ohio, is the parent
company of Avbase Aviation and Avbase Flight Services, growing
corporate aircraft management and Part 135 charter companies
offering services to a client base throughout the United States.
Avbase was the first domestic operator to place the Gulfstream 200
into charter service and to offer worldwide transportation with
this aircraft type. The company offers its UltraJet membership and
on-demand charter programs as well as an affiliate charter program
for Mercury Air Centers.

                        About US Airways

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Equity Committee Wants to Hire NERA as Asbestos Expert
----------------------------------------------------------------
On Aug. 22, 2001, USG Corporation and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the District of
Delaware's authority for themselves and the Committees to retain
experts without further court approval.  The Debtors described the
various types of experts they anticipated retaining to assist them
in evaluating their asbestos tort liability.  The Debtors
justified that those experts are not "professionals" under Section
327 of the Bankruptcy Code.  Hence, court authorization for their
retention is not required.

The Committees consist of:

   -- the statutory committee of asbestos personal injury
      claimants;

   -- the statutory committee of asbestos property damage
      claimants; and

   -- the Official Committee of Unsecured Creditors.

The Expert Order further provides, inter alia, that the experts
retained by the Debtors and the Committees are not required to
file fee applications with the Court, but may have any expert
they employ file a fee application.

The Debtors engaged Lexecon as their asbestos valuation expert
without further Court approval.

Subsequently, on June 21, 2004, the Court issued an order
requiring any experts utilized by the Debtors, any statutory
committee, or the Futures Claimants Representative to estimate
the Debtors' alleged asbestos personal injury liability to file
monthly fee statements and fee applications with the Court.

Pursuant to the Expert Order, the Statutory Committee of Equity
Security Holders intends to retain NERA Economic Consulting as
its asbestos valuation expert in connection with the estimation
proceedings before Judge Conti in the United States District
Court for the District of Delaware.  The Equity Committee may
also engage other experts for assistance.

By this motion, the Equity Committee asks the Court to amend the
Expert Order and include it as an additional statutory committee
for which identical relief is granted.

Consistent with the June 2004 Order, NERA will file monthly fee
statements and interim fee applications with the Court, in
accordance with the Court's orders governing the filing of those
applications.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, points out that the Equity Committee was
not yet appointed at the time the Expert Order was entered in
August 2001; the Equity Committee likely would have been included
in the Order with the other two statutory committees.

Mr. Butz asserts that that the request will put the Equity
Committee on an equal footing with all parties to the estimation
proceedings, thus reducing the burden on the Court and saving the
Debtors' estates the costs generated from additional and
unnecessary retention applications.

Mr. Butz assures the Court that no party-in-interest will be
prejudiced by that request because the Court will review NERA's
fee applications with the same standard applied to other experts.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/ -- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARTEC TELECOM: Court Approves Settlement Pact with Aegis Comms.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas put
its stamp of approval on a Master Teleservices Agreement between
VarTec Telecom Inc. and Aegis Communications Group.

As previously reported, VarTec's wireless customer calls have been
routed to their call center in Reno, Nevada, afer walking away
from an executory contract with Afni, Inc., in April 2005.  The
Debtors determined that once again, they should outsource services
relating to wireless customer calls.  Accordingly, the Debtors
want to enter into a new contract with Aegis under which the
company will serve as the new third-party provider for wireless
call center support services to the Debtors.

Pursuant to the Agreement, Aegis will provide telecommunications-
based call center functions to support the Debtors' customer
service, order entry, collections and back-office programs.
The Debtors will pay a minimum of 85% of forecasted volumes,
updated every two weeks.

The Debtor will pay Aegis' service fees and charges set forth on
detailed work statements.  Taxes payable by the Debtors will be
itemized as separate items on Aegis' invoices and will not be
included in Aegis' prices.

The terms of the Agreement will result in savings to the Debtors
of approximately $500,000 annually based on current call volumes.
Additional savings in fixed costs are also anticipated to result
from entering into this Agreement.

The Agreement is perpetual but may be terminated by either party
on 90 days notice.

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.


VARTEC TELECOM: Gets Court Nod to Hire Rosen Systems as Auctioneer
------------------------------------------------------------------
The Honorable Judge Steven A. Felsenthal of the U.S. Bankruptcy
Court for the Northern District of Texas gave VarTec Telecom Inc.
and its debtor-affiliates permission to employ Rosen Systems,
Inc., to auction their real property located in DeSoto, Texas.

The property is a 4.1686-acre tract of vacant land located at
1006 East Pleasant Run Road in DeSoto, Texas.

The Debtors previously retained Rosen in connection with the sale
of personal property located at their former corporate
headquarters at 1600 Viceroy Drive in Dallas and as auctioneer for
the sale of personal property at the corporate location in
Addison, Texas.

Abigail B. Willie, Esq., at Vinson & Elkins LLP in Dallas, Texas
tells the Court that Rosen will be the exclusive agent to
publicize the auction and sell the property.  The property's sale
will not affect the Debtors' operations because the property is
currently unused and undeveloped.

Rosen will receive:

   -- $4,500 for advertising expenses;
   -- 3% commission of the gross sales price at the auction; and
   -- 3% commission of the gross sales price in cash at closing.

The professional in-charge of the engagement is:

      Kyle Rosen
      Rosen Systems, Inc.
      17744 Preston Road, Suite 100
      Dallas, Texas 75252-5736
      Tel: (972) 248-2266 extension 12
      Fax: (972) 248-6887

The Debtor believes that Rosen Systems, Inc., is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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 LLP, 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.


VERILINK CORP: Posts $8.2 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Verilink Corporation (Nasdaq: VRLK) reported its financial results
for the fourth quarter and fiscal year ended July 1, 2005.

Net sales for the quarter were $13.9 million as compared to
$13.8 million in the previous quarter and $13.9 million in the
year ago quarter.   Net loss computed in accordance with generally
accepted accounting principles for the fourth quarter of fiscal
2005 was $8.2 million, compared to a net loss of $2.6 million or
for the previous quarter and a net loss of $538,000 in the same
quarter of fiscal 2004.  For full-year fiscal 2005, revenues were
$53.3 million and GAAP net loss was $37.5 million, compared to
full year fiscal 2004 revenues of $46.2 million and GAAP net loss
of $26,000.

Fourth quarter GAAP results included acquisition-related and other
items totaling $6.7 million, which includes impairment charges
related to goodwill and intangible assets of $6.5 million,
intangible assets amortization of $645,000, credit to
restructuring charges of $(417,000), and change in valuation of
warrants liability issued in connection with the March 2005 senior
convertible notes of $(15,000).  Excluding the effects of these
items, non-GAAP loss was $1.5 million, compared to a non-GAAP loss
for the previous quarter of $2.3 million.  For the previous
quarter, the net adjustments to reconcile to the GAAP loss were
intangible assets amortization of $645,000, credit to
restructuring charges of $(42,000), compensation expense related
to restricted stock awards of $207,000, and change in valuation of
warrants liability issued in connection with the March 2005 senior
convertible notes of $(528,000). Fourth quarter fiscal 2004 non-
GAAP income was $205,000 or $0.01 per share. For the year-ago
quarter, the net adjustment to reconcile to GAAP net loss
consisted of $314,000 of intangible assets amortization and
compensation expense related to restricted stock awards of
$439,000, net of a reduction in restructuring charges of $10,000

On an annual basis, GAAP results for fiscal 2005 included
acquisition- related and other items totaling $29.5 million, which
includes impairment charges related to goodwill and intangible
assets of $26.5 million, intangible assets amortization of $2.5
million, compensation expense related to restricted stock awards
of $476,000, change in valuation of warrants liability issued in
connection with the March 2005 senior convertible notes of
$(543,000), direct acquisition costs paid and expensed of
$287,000, and restructuring charges of $275,000.  Excluding the
effects of these items, non-GAAP loss was $7.9 million or $(0.36)
per share, compared to non-GAAP income for fiscal 2004 of $3.2
million or $0.21 per share.  For fiscal 2004, net adjustments to
reconcile to the GAAP loss totaled $3.3 million, including $1
million of intangible assets amortization, compensation expense
related to expenses associated with the XEL acquisition of $1.85
million, and restructuring charges of $390,000 related to the
consolidation of certain XEL functions into Madison, Alabama.

"Our fiscal year ended with revenues up 15% to $53.3 million, the
third consecutive year of increased revenues," said Leigh S.
Belden, President and CEO of Verilink.  "For the fourth quarter,
revenues were $13.9 million.  During the quarter, we continued to
streamline our business following acquisitions completed during
calendar 2004 and continued to position the company for growth as
our carrier customers deploy the next generation of converged
services.  During the quarter, we announced a wireless access
device, strengthening our position in the anticipated high-growth
segments of the broadband access market."

               Verilink Fiscal Year 2005 Highlights

   -- Achieved revenues of $53.3 million for the fiscal year, an
      increase of 15% year-over-year and the third consecutive
      year of revenue growth

   -- Completed the acquisition of Larscom, broadening product
      lines and expanding the customer base

   -- Revenue growth and market expansion internationally within
      Asia Pacific and Europe

   -- Achieved record shipments of SHARK IADs and increased
      Professional Services business related to a large RBOC
      customer

   -- Engaged with over fifty carrier customers in evaluations
      and/or trials for the VoIP-enabled IADs

   -- Significant interoperability certification activities with
      Broadsoft, General Bandwidth, Metaswitch, Nortel, Sylantro,
      and VocalData (Tekelec) and others

   -- 8000 Series IAD awarded "Product of the Year" for 2004 by
      Internet Telephony Magazine; "Hot Products for 2005" by
      Xchange Magazine

Verilink Corporation -- http://www.verilink.com/-- is a leading
provider of next-generation broadband access solutions for today's
and tomorrow's networks.  The company develops, manufactures and
markets a broad suite of products that enable carriers (ILECs,
CLECs, IXCs, and IOCs) and enterprises to build converged access
networks to cost-effectively deliver next-generation
communications services to their end customers.  The company's
products include a complete line of VoIP, VoATM, VoDSL and TDM-
based integrated access devices (IADs), optical access products,
wire-speed routers, and bandwidth aggregation solutions including
CSU/DSUs, multiplexers and DACS.  The company also provides
turnkey professional services to help carriers plan, manage and
accelerate the deployment of new services. Verilink is
headquartered in Centennial, CO (metro Denver area) with
operations in Madison, AL and Newark, CA and sales offices in the
U.S., Europe and Asia.

                         *     *     *

                       Going Concern Doubt

PricewaterhouseCoopers LLP, Verilink's registered independent
public accounting firm on the Company's financial statements as of
July 2, 2004, express substantial doubt about the Company's
ability to continue as a going concern due to uncertain revenue
streams and a low level of liquidity and notes.


W.R. GRACE: Wants to Participate in Marsh & NY State Settlement
---------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's permission to
participate in a settlement between:

    1.  Marsh & McClennan Companies, Inc., Marsh, Inc., and their
        subsidiaries and affiliates; and

    2.  the Attorney General of the State of New York and the
        Superintendent of Insurance of the State of New York.

Marsh & McClennan Companies is a global professional services
firm with annual revenues exceeding $11 billion.  It is the
parent company of:

    -- Marsh Inc., a risk and insurance services firm;

    -- Putnam Investments, one of the largest investment
       management companies in the United States; and

    -- Mercer Inc., a global provider of consulting services.

In October 2004, New York Attorney General Eliot Spitzer
commenced actions against Marsh before the Supreme Court of the
State of New York, charging the insurance brokerage firm of
fraudulent and anti-competitive practices in connection with the
brokering of insurance business in violation of the New York
Executive Law, the General Business Law and common law.

The New York Superintendent of Insurance also issued a citation,
charging Marsh with having used fraudulent, coercive and
dishonest practices, having demonstrated untrustworthiness,
violating Section 340 of the General Business Law, and having
engaged in determined violations of the Insurance Law.

The Attorney General and the Superintendent accused Marsh of
deceiving clients by:

     -- steering the clients' insurance business to favored
        insurance companies; and

     -- soliciting fictitious bids to assure that insurance
        policies were placed to benefit favored insurers.

They argued that Marsh received contingent commissions from
favored insurers, which Marsh failed to adequately disclose.  The
complaint alleged that Marsh collected approximately $800,000,000
in contingent commissions in 2003.

On January 30, 2005, Marsh agreed to settle the complaint by
establishing an $850,000,000 settlement fund to compensate U.S.
policyholder clients who retained Marsh to place, renew, consult
on or service insurance between January 1, 2001, and December 31,
2004, where the placement, renewal, consultation or servicing
resulted in contingent commissions or overrides Marsh recorded
during the period.  The fund is payable in four annual
installments over the next four years.

Marsh entered into the settlement agreement without admitting or
denying anything.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, LLP, in
Chicago, Illinois, tells Judge Fitzgerald that from 2001 to 2004,
the Debtors purchased insurance policies from various insurance
carriers for which Marsh acted as the Debtors' broker.  From 2001
to 2003, the Debtors also purchased surety bonds from various
surety companies through Marsh.

Mr. Sprayregen says W.R. Grace & Co. and W.R. Grace & Co.-Conn.
have received offer letters dated May 20, 2005, from Marsh
setting forth the amounts the Debtors are eligible to receive
from the Fund and the related terms and conditions of the
settlement offer.

The first Offer Letter relates to insurance policies as to which
Marsh had acted as the Debtors' broker.  The first Offer Letter
indicates that the Debtors paid on the policies $48,605,602 in
premiums or consulting fees, and Marsh recorded $2,680,608 in
attributed contingent commissions or overrides.

The second Offer Letter relates to surety bonds the Debtors
procured through Marsh.  The second Offer Letter indicates that
the Debtors paid on the bonds $109,027 in premiums, and Marsh
recorded $7,644 in attributed contingent commissions or
overrides.

The premium amounts stated in the Offer Letters are substantially
consistent with the Debtors' own records.

The Debtors are eligible to receive $1,385,307 to be paid in four
annual installments beginning November 1, 2005, Mr. Sprayregen
says.  The next payments are due June 30, 2006, June 30, 2007,
and June 30, 2008.

The deadline for electing to participate in the Settlement Fund
is September 20, 2005.

Mr. Sprayregen relates that the Debtors have decided to accept
the settlement offers.  By electing to receive cash, the Debtors
will tender a release and waiver of all claims and causes of
actions against Marsh relating to the Complaint or the Citation,
except for claims relating to the purchase or sale of Marsh
securities.

Mr. Sprayregen notes that any eligible client that elects not to
participate in the Settlement Fund will retain any rights to
pursue an individual or class against the brokerage firm,
including participating in a putative class action entitled In
re: Insurance Brokerage Antitrust Litigation, Civil No. 04-5148
(FSH), MDL No. 1663, against Marsh and other companies pending in
the U.S. District Court for the District of New Jersey.

The Class Action asserts numerous violations of federal and state
statutory and common law, and seeks various forms of damages and
other relief on behalf of policyholders.

Mr. Sprayregen, however, points out that Marsh is permitted under
the Settlement to use the non-participating client's allocated
share of the Fund to satisfy any pending or other claims by
policyholders.  No distribution will be made to non-participating
policyholders until all participating policyholders have been
paid their full aggregate amount due as calculated under the
Settlement Agreement.

In addition, any payment to non-participating policyholders will
not exceed 80% of the policyholder's original allocated share.
Any amounts that remain in the Fund as of June 20, 2008, will be
distributed on a pro rata basis to participating policyholders.
In no event will any of the funds be used to pay attorney's fees.

Because the Complaint and the Citation were settled with findings
of fact or conclusions of law against Marsh, Mr. Sprayregen says
the Debtors have little, if any, information by which they can
determine whether or not they have a claim against Marsh, much
less by which they can estimate the claim amount.  Any
investigation to obtain the necessary information would be costly
and entirely speculative as to its results.

Participation in the Class Action would not involve the same
burden as pursuing an individual action.  Mr. Sprayregen,
however, informs the Court that the consolidated complaint in the
action has not been filed yet, and the class has not been
certified.  Any reasonable estimate of the prospects of this
litigation cannot be obtained until long after the September 20,
2005 deadline.

"[P]articipation in the Settlement Fund provides a specified
settlement amount for the Debtors without any obligation to
demonstrate that they suffered any actual harm or injury," Mr.
Sprayregen points out.

Moreover, if the full settlement amounts are not paid, the
Release will be deemed null and void, and the Debtors may pursue
litigation against Marsh for any damages in excess of the amounts
the debtors received from the fund.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 92; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Wants to Enter into Multi-Million Tax Settlement Pacts
------------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's permission to
enter into settlement agreements with certain state and local tax
authorities.

David W. Carickhoff, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, tells the Court
that the Settlement Agreements concern the Debtors' tax years
beginning in January 1, 1988, through December 31, 1996.

The Settlement Agreements relate to these state or local taxes:

    * Massachusetts Corporation Excise Tax,
    * Wisconsin Corporation Franchise Tax, and
    * New York City General Corporation Business Tax.

               Massachusetts Corporation Excise Tax

Mr. Carickhoff relates that the Massachusetts General Law Act
imposes an annual corporation excise tax on every foreign
corporation authorized to do business in the Commonwealth of
Massachusetts.

Under the Law Act, corporations must file an annual corporation
excise tax return and may file on a combined basis.  The tax is
imposed at a rate of 9.5% for the years at issue and is
administered by the Massachusetts Department of Revenue.

In 1998, the MDR issued assessments against W.R. Grace & Co.-
Connecticut aggregating $823,871 in additional tax plus interest
for the 1988 through 1990 tax years.  The assessments relate to
the taxation of capital gains and stock sales in 1988 and
investment income, which was primarily received from an 80% owned
subsidiary of Grace-Conn. during that period.

Mr. Carickhoff states that Grace-Conn. allocated those items of
passive income to New York State, which was the Debtors'
commercial domicile during those tax periods, and took the
position that certain non-business income was not subject to tax
by Massachusetts.

Under Massachusetts law, a taxpayer could not dispute an unpaid
tax assessment at that time.  Accordingly, Grace-Conn. paid the
assessments of tax plus interest and filed abatement claims on
February 17, 2000, for the entire tax assessment even though all
assessed issues were not subsequently contested.

After years of negotiations, the state offered to settle the
dispute on April 11, 2005.  Under the settlement, Grace-Conn.
would be entitled to a $567,979 refund, plus accrued interest
through June 30, 2005, of $1,941,092, for a total refund of
$2,509,071.

With respect to the Proposed Tax Refund, the Debtors do not
believe that further negotiations with MDR will elicit a better
settlement offer.

Mr. Carickhoff notes that if no negotiated settlement is reached,
then the claims will be argued before the Appellate Tax Board, in
which there is no certainty that the conclusion will be more
favorable than the Proposed Tax Refund.

                Wisconsin Corporation Franchise Tax

The State of Wisconsin imposes a franchise tax on foreign
corporations for the privilege of doing business in the state.
The tax is imposed at the rate of 7.9% of Wisconsin net income.

The Wisconsin Department of Revenue administers the corporation
franchise tax.

Mr. Carickhoff explains that there are three different sets of
WFT assessments relating to the tax periods of two different
taxpayers: Grace-Conn. and WR Grace Inc. (Delaware), a wholly
owned subsidiary of Grace-Conn, during the tax periods in
dispute.  However, because on September 23, 1996, VIRG Inc. was
merged into Grace-Conn., which is a successor-in-interest to the
assets and liabilities of Grace (Delaware) and, therefore,
responsible for the WFT assessments against the Debtors.

Mr. Carickhoff recounts that an assessment was made against Grace
on March 15, 2000, for the 1993 through September 1996 tax years
totaling $14,737,541 tax and interest.  The assessment represents
a general unsecured claim against the Debtors' estates.
Assessments were made against Grace-Conn. on August 22, 2000, for
the 1988-1996 tax years aggregating $5,638,054 and constitute
priority claims against the Debtors' estates.

Accordingly, assessments aggregating $20,375,595 were issued for
the 1988 through 1996 tax years.  The primary issues on audit
were the taxation of investment income and capital gains plus the
computation of related expenses, Mr. Carickhoff points out.

Wisconsin has agreed to a global settlement where:

    (1) the assessments aggregating $14,737,541 against Grace
        (Delaware) constituting general unsecured claims will be
        settled for an agreed claim of $1,794,231; and

    (2) the assessments aggregating $5,638,054 against Grace-Conn.
        constituting priority claims will be resolved for an
        immediate payment of $1,267,854.

Mr. Carickhoff maintains that the Wisconsin Settlement Agreement
represents a concession by Grace of around 85% of the original
aggregate assessments.

                      W. R. Grace & Co.-Conn.
             Wisconsin Franchise Tax -Years 1988-1996
                        (Priority Claims)

                            Initial      Revised        Total
                           Assessment   Assessment   Concessions
                           ----------   ----------   -----------
1988-1991   Tax           $1,202,153     $518,355      $683,798
             Interest       2,237,609      749,499     1,488,110
1992-1996   Tax              957,062            -       957,062
             Interest       1,241,230            -     1,241,230

             Total         $5,638,054   $1,267,854    $4,370,200
             (Immediate
      Payment)

                     WR Grace (Delaware) Inc.
                Wisconsin Franchise Tax Assessment
              Periods December 1993 to September 1996
                        (Unsecured Claim)

                          Initial       Revised         Total
                         Assessment    Assessment    Concessions
                         ----------    ----------    -----------
    Tax             $6,811,811   $1,087,000     $5,724,811
    Interest              7,925,730       707,231      7,218,499
                         ----------    ----------    -----------
    Total (Agreed Claim) 14,737,541     1,794,231     12,943,310
                         ----------    ----------    -----------
    Total               $20,375,595    $3,062,085    $17,313,510
                         ==========    ==========    ===========

Mr. Carickhoff contends that the Wisconsin Settlement Agreement
is particularly favorable to the Debtors in that it resolves all
of the Wisconsin tax disputes for 15% of the contested amounts
and requires an immediate payment with respect to around 6% of
the aggregate contested amounts.

According to Mr. Carickhoff, if that settlement is not approved,
the Debtors will likely incur substantial legal fees and expenses
litigating the assessments to final judgment, with no assurance
of a more favorable resolution.

In addition, the interest would likely begin to accrue on the
contested amounts in excess of the interest rate charged under
the Debtors' DIP facility or earned by the Debtors on their cash
deposits.

          New York City General Corporation Business Tax

Mr. Carickhoff says that the New York City General Corporation
Business Tax is imposed on every corporation if it is doing
business, employing capital, or owning or leasing property in the
city in a corporate capacity.

The NY Business Tax is imposed at whichever of these rates will
produce the greatest tax:

    -- 8.85% of allocated entire net income;

    -- 1.5 mills for each dollar of the taxpayer's total business
       and investment capital allocated within New York City,
       subject to a maximum tax of $350,000;

    -- 8.85% of the allocated income-plus-compensation base; or

    -- $300.

The New York City Commissioner of Finance administers the NY
Business Tax.

For the 1991-1994 tax years, the New York City Commissioner of
Finance issued assessments on July 29, 2004, currently
aggregating $423,083 in tax, interest and penalties against W.R.
Grace & Co.

W.R. Grace was a New York corporation and the parent of the
Debtors' federal consolidated group from May 25, 1988, until
September 29, 1996, at which time it ceased to be a member of the
Debtors' federal consolidated group and changed its name to
Fresenius Medical Care Holdings, Inc.

Mr. Carickhoff ascertains that the primary issues on audit
include the fair market value of investments in subsidiaries and
the imposition of penalties.

Accordingly, the NYC Finance Commissioner has tentatively agreed
to these concessions:

                     NYC Initial      NYC Revised        NYC
                     Assessment       Assessments    Concessions
                     -----------      -----------    -----------
Tax on Capital         $143,388          $43,981        $99,407
Interest                233,249           73,550        159,699
Penalty                  37,074                -         37,074
                     -----------      -----------    -----------
Sub-total               413,711          117,531        296,180

Income Tax                9,372            9,372              -
                     -----------      -----------    -----------
Total                  $423,083         $126,903       $296,180
                     ===========      ===========    ===========

On February 6, 2003, the Debtors entered into a Settlement
Agreement and Release of Claims with Fresenius.  The Fresenius
Group agreed to make certain payments if certain preconditions
are met.

Mr. Carickhoff says that one of the preconditions for the
Fresenius Payment is that Fresenius be released from all
"Indemnified Taxes."

The NY Business Tax assessments are Indemnified Taxes under the
Fresenius Agreement.

The Fresenius Agreement, Mr. Carickhoff ascertains, gives Grace-
Conn. the sole authority to act with respect to the Indemnified
Taxes.  However, none of the Debtors may voluntarily agree to the
payment, assessment or other resolution of any Indemnified Taxes
unless:

    (a) the Debtors have obtained Court's authorization to pay in
        full any Indemnified Taxes pursuant to a final
        determination; or

    (b) Fresenius has consented in writing to that agreement by
        the Debtors.

Therefore, in accordance with the Fresenius Agreement, the
Debtors intend to immediately pay the Indemnified Taxes to NY
Business Tax.

The Debtors believe that the proposed payment will reduce
interest expense with respect to those Indemnified Taxes.
Interest is currently accruing on the NYC tax liability at 8%
rate that is in excess of the rate charged under the Debtors' DIP
facility and in excess of the amounts earned by the Debtors on
cash deposits.

The Debtors also contend that resolution of that tax dispute by
an immediate payment of $126,903 will obtain release for the
Debtors from $296,180 of assessed taxes, interest and penalties
representing a concession by the NYC Finance Commissioner of 70%
of the contested amounts.

              Proposed Tax Settlements Are Beneficial

By this motion, the Debtors ask the Court to permit them to:

    (i) make immediate payments aggregating approximately
        $1,394,757 pursuant to the Settlement Agreements; and

   (ii) agree to a general unsecured claim of approximately
        $1,794,231 with the Wisconsin Department of Revenue to be
        paid on the Debtors' emergence from bankruptcy.

Furthermore, the Debtors ask Judge Fitzgerald to direct the MDR
to immediately pay them the $2,509,071 Proposed Tax Refund,
pursuant to their Settlement Agreement.

Mr. Carickhoff asserts that approval of the tax settlement
agreements will yield an immediate net refund of about $1.11
million and an overall tax settlement at 15% of the total
assessed amounts.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 92; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Beal Bank Balks at Disclosure Statement
----------------------------------------------------------
Beal Bank, S.S.B., is the successor first lien agent and
collateral trustee for the lenders under the Amended and Restated
Credit Agreement dated June 9, 1998, among the Debtors, Bank of
America, N.A., as administrative agent, and the related Collateral
Trust Agreement.

Beal Bank objects WestPoint Stevens, Inc. and its debtor-
affiliates' Proposed Disclosure Statement because:

   a. The Disclosure Statement does not identify Beal Bank as
      both the successor First Lien Administrative Agent under
      the First Lien Credit Agreement, as well as the successor
      Collateral Trustee under the Collateral Trust Agreement.
      Currently, Beal Bank is identified solely as the First Lien
      Lender Administrative Agent under the Credit Agreement, and
      there is no reference in the Disclosure Statement to Beal
      Bank's role as Collateral Trustee;

   b. The Disclosure Statement indicates that "[t]he majority of
      administrative expenses will be assumed by the Purchaser or
      will be paid on the Effective Date.  Any property remaining
      with the Debtors after the sale will be liquidated and
      distributed to holders of unpaid and unassumed
      administrative expenses and priority Claims and unsecured
      creditors. . . ."  On its face, this statement does not
      appear to be accurate.  It is not clear from the Disclosure
      Statement why the remaining property would not first be
      subject to the claims of secured creditors before it could
      then be subsequently liquidated and used to pay
      administrative claims;

   c. The Disclosure Statement's description of the First Lien
      Lender Claims does not provide for the payments of the
      First Lien Agent's fees and expenses in cash;

   d. The Disclosure Statement needs to be updated to reflect the
      outcome of the Auction and Purchaser Selection Hearing.
      Further information is necessary regarding those items as
      the terms of the winning bid, the going concern of the
      valuation of the Debtors' business, who will be handling
      the proceeds of the sale, and when the closing is
      anticipated to occur.  Essentially, until this information
      is updated and incorporated, the First Lien Agent will be
      unable to adequately evaluate the Disclosure Statement;

   e. The Disclosure Statement provides for the establishment of
      a Liquidating Trust Series A Beneficial Interest to be
      created for the benefit of Second Lien Lender Claims on
      account of any superpriority Administrative Expense Claim
      awarded to the Second Lien Lenders by the Bankruptcy Court.
      The First Lien Lenders, not the Second Lien Lenders, should
      have first rights to any superpriority claims that awarded,
      and this should be reflected in the Disclosure Statement;

   f. The Collateral Trustee needs to be added to the
      Exculpation provision; and

   g. The Disclosure Statement does not currently contain any
      information as to how the Debtors' plan to proceed in the
      event the Plan is not confirmed.

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)


WESTERN WATER: Taps Trout Raley & Kronick Moskovitz as Counsel
--------------------------------------------------------------
Western Water Company sought and obtained authority from the U.S.
Bankruptcy Court for the Northern District of California to employ
and retain Trout, Raley, Montano, Witwer & Freeman, P.C. and
Kronick Moskovitz Tiedemann & Girard, A Professional Corporation,
as its water rights counsel.

                          Trout Raley

Robert V. Trout, Esq., a member at Trout Raley, told the Court
that the Firm has represented the Debtor since 1992.  The Firm
currently represents the Debtor in their proposed development of
water rights in Cherry Creek, Colorado.  Of the three current
cases, only one is active.

The Debtor is appealing to the Water Court for Water Division
No. 1, Colorado (Case No. 05CW4), a denial by the State Engineer
of a substitute water supply plan for the Cherry Creek project.
The review is being treated as an appellate proceeding.

Mr. Trout disclosed that the Debtor owes the Firm $4,003 for work
performed prior to the petition date.  The amount was to have been
paid by a check delivered prior to the petition date but the check
did not clear and was dishonored.

Mr. Trout charges $200 per hour for his services.  Mr. Trout
reports Trout Raley's professionals bill:

     Professional              Hourly Rate
     ------------              -----------
     Doug Sinor                       $150
     Gabe Racz                        $135

     Designation               Hourly Rate
     -----------               -----------
     Attorneys                 $105 - $250


                        Kronick Moskovitz

Scott A. Morris, Esq., a member at Kronick Moskovitz, told the
Court that the Firm has represented the Debtor since 1989 with
regard to the Debtor's proposed development of water rights in
Yuba, California.

Mr. Morris disclosed that the Debtor owes the Firm $2,688 for
unbilled work performed prior to the petition date.  Mr. Morris
also told the Court that a shareholder emeritus of the Firm, Mr.
Lloyd Hinkelman, also owns five shares of stock in the Debtor.
Mr. Morris assures the Court that Mr. Hinkelman will not be
working on matters for the Debtor.

Mr. Morris charges $200 per hour for his services.  Mr. Morris
reports Kronick Moskovitz 's professionals bill:

     Professional              Hourly Rate
     ------------              -----------
     Edward Tiedemann                 $225

     Designation               Hourly Rate
     -----------               -----------
     Attorneys                 $150 - $350


Messrs. Trout and Morris assure the Court that their Firms do not
represent any interest adverse to the Debtor or its estate and
both Firms remain a "disinterested person" as defined in Section
101(14) of the U.S. Bankruptcy Code.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster ,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 Million and $50 Million.


WESTERN WATER: Citywide Bank Extends $1 Million DIP Facility
------------------------------------------------------------
Western Water Company asks the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, for authority
to enter into a $1,040,000 DIP financing agreement with Citywide
Banks.  The Debtor needs an infusion of fresh capital to fund its
operations while in chapter 11.

The loan carries a 10.5% annual interest rate.

The Debtor also asks the Court to approve the execution of a Deed
of Trust as a security for the loan.  The collateral includes all
of the Debtors right, title and interest in and to the Cherry
Creek Water Project located in Colorado, and other assets.

Duncan E. Barber, Esq., at Bieging Shapiro & Burrus LLP represents
Citywide Banks.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
Western United States.  The Debtor filed for chapter 11 protection
on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).  Adam A.
Lewis, Esq., at the Law Offices of Morrison and Foerster.  When
the Debtor filed for protection from its creditors, it listed $10
million to $50 million in assets and debts.


WESTERN WIRELESS: Launches Cash Tender Offer for 9-1/4% Sr. Notes
-----------------------------------------------------------------
Western Wireless LLC commenced a cash tender offer to purchase any
and all of its outstanding 9-1/4% percent Senior Notes due 2013,
as well as a related consent solicitation to amend the indenture
governing the Notes.  The Notes were originally issued by the
company's predecessor, Western Wireless Corporation -- which was
acquired by Alltel (NYSE:AT).

The total consideration to be paid for each validly tendered Note,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the yield on the 3-3/4 percent U.S. Treasury Note due
May 15, 2008, which yield will be calculated as of 2 p.m. EDT, on
Aug. 12, 2005, assuming that the Consent Date (as defined below)
is not extended.  The total consideration for each Note will be
equal to the sum of:

     (i) the product of 65 percent and the present value of
         scheduled payments up to the initial redemption date on
         the Note based on a fixed spread pricing formula
         utilizing a yield equal to that of the Reference
         Security, plus 50 basis points; plus

    (ii) the product of 35 percent and $1,092.50 of the principal
         amount of the Note, which is equal to the equity clawback
         price at which the Company is permitted to redeem up to
         35 percent of the Notes with the proceeds of an equity
         offering or capital contribution.

Pursuant to the terms of the Notes, Alltel will have the right to
make a capital contribution to the Company, the proceeds of which,
together with the net proceeds from prior equity issuances by
Western Wireless Corporation, could be used to redeem up to 35
percent of the original face amount of the Notes at the equity
clawback price. Any Notes that remain outstanding after the
completion of the tender will remain subject to the equity
clawback redemption provisions.

The detailed methodology for calculating the total consideration
for Notes is outlined in the Offer to Purchase and Consent
Solicitation Statement dated Aug. 1, 2005, relating to the tender
offer and the consent solicitation.

The Company is also soliciting consents from holders of the Notes
for certain amendments which would eliminate substantially all of
the restrictive covenants and certain of the events of default
contained in the Indenture and the Notes.  Adoption of the
proposed amendments requires the consent of holders of at least a
majority of the aggregate principal amount of Notes outstanding.

The consent solicitation will expire at 5 p.m. EDT, on Thursday,
Aug. 11, 2005, unless earlier terminated or extended.  Holders who
validly tender their Notes by the Consent Date will be eligible to
receive the total consideration. Holders who validly tender their
Notes after the Consent Date, and on or prior to midnight EDT,
Aug. 26, 2005, will be eligible to receive the total consideration
less a consent fee of $45.00 per $1,000 principal amount.

Notes validly tendered and not withdrawn prior to the Consent Date
will have a settlement date of Aug. 15, 2005, assuming the Consent
Date is not extended. Notes validly tendered after the Consent
Date and on or prior to the Expiration Date will have a settlement
date one business day following the expiration of the tender
offer.  In either case, holders whose Notes are purchased will be
paid accrued and unpaid interest up to, but not including, the
applicable settlement date.

Holders who tender their Notes must consent to the proposed
amendments to the Indenture and the Notes.  Holders must validly
tender their Notes and deliver their consents on or prior to the
Consent Date in order to be eligible to receive the total
consideration; holders tendering Notes after the Consent Date will
only be eligible to receive the total consideration less the
Consent Fee.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Date.  The tender offer and the
consent solicitation are subject to the satisfaction of certain
conditions, including receipt of consents in respect to at least a
majority of the principal amount of Notes on or prior to the
Consent Date.

Barclays Capital and JPMorgan are the Dealer Managers for the
tender offer and the consent solicitation.  Barclays Capital can
be contacted at (866) 307-8991 (toll free) or by calling collect
at (212) 412-4072. JPMorgan can be contacted at (866) 834-4666
(toll free) or by calling collect at (212) 834-4388.  Georgeson
Shareholder Communications, Inc. is the Information Agent for the
tender offer and the consent solicitation and can be contacted at
(866) 357-4027 (toll free).

Western Wireless LLC, a wholly owned subsidiary of Alltel, serves
over 1.5 million subscribers in 19 western states under the
Cellular One(R) and Western Wireless(R) brand names.  Western
Wireless LLC, through its subsidiary, Western Wireless
International Corporation, currently serves over 1.9 million
customers in six international markets, and owns a minority
interest in a seventh market.

                        *     *     *

Western Wireless' 9-1/4% senior notes due 2013 and 4-5/8%
convertible subordinated notes due 2023 carry Standard & Poor's
junk ratings.


WINN-DIXIE: Court Approves Store Sales to 10 Purchasers
-------------------------------------------------------
As reported in the Troubled Company Reporter on July 20, 2005, the
Debtors have reached agreement to sell 102 stores to 30 purchasers
on July 19, 2005, the substantial majority of which intend to
operate these locations as food and beverage stores.

The asset purchase agreements for the 102 stores are subject to
the approval of the U.S. Bankruptcy Court for the Middle District
of Florida.

Full-text copies of the asset purchase agreements for the 102
stores are available for free at:

          http://ResearchArchives.com/t/s?9c

                            Objections

At least 115 parties filed objections to the Debtors' grocery
store sales.  Most of the objections pertain to cure amounts.
The store lessors dispute the cure amounts listed in the Debtors'
Sale Motion and request a hearing to resolve them.  Furthermore,
the Lessors assert that the correct cure amounts should be paid
prior to the assumption and assignment of the store leases.

                           *     *     *

The U.S. Bankruptcy Court for the Middle District of Florida
approved the Asset Purchase Agreements entered between the Winn-
Dixie Stores, Inc., debtors, and certain purchasers with respect
to these stores:

      Purchaser                  Store No.
      ---------                  ---------
      Alma Corporation             0332

      Calhoun Enterprises, Inc.    0465
                                   0468

      Food Lion, LLC               0133
                                   2038
                                   2040
                                   2056
                                   2068
                                   2076

      Harris Teeter, Inc.          0851
                                   2014
                                   2022
                                   2039
                                   2061
                                   2104

      Ingles Markets, Inc.         2090

      Oga's Enterprises, Inc.      2725

      Publix Super Markets         0603
                                   2724
                                   2726

      Star Market, Inc.            1914

      Tom-Tom Foods, Inc.          0126

      Y.M. Lee, Inc.               2731

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).


WINN-DIXIE: Wants to Renew ACE Insurance Programs
-------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to:

    -- renew insurance programs and related agreements with ACE
       American Insurance Company; and

    -- assume a Workers' Compensation Insurance Program with ACE.

The Debtors maintain various insurance policies and programs
through several different insurance carriers, including ACE, and
through self-insurance.  Cynthia C. Jackson, Esq., at Smith
Hulsey & Busey, in Jacksonville, Florida, relates that the
Debtors' insurance programs are extensive.  In addition to their
self-insurance costs, the Debtors spend about $27 million
annually on insurance premiums.

ACE provides the Debtors with a casualty insurance program for
workers' compensation, general liability and automobile
liability.

The Debtors have maintained both primary first layer excess
coverage packaged with one insurer and maintain large deductible
and self-retention programs.  The primary package with ACE
includes $3.5 million of coverage including the first layer of
excess insurance risk transfer above retentions and deductibles.
The Debtors also have $300 million additional excess coverage
above the primary package.  The Debtors want to continue the
primary casualty Insurance Programs with ACE.

                   Workers' Compensation Program

The Debtors are required by state law to maintain workers'
compensation policies and programs to provide their employees
with coverage for claims arising from or related to their
employment with the Debtors.  Under the Workers' Compensation
Program, the Debtors maintain workers' compensation in each of
the states in which they operate to cover their statutory
obligations and also employers' liability policies.

The Debtors self-insure for workers' compensation coverage in the
states of Alabama, Louisiana, Georgia, South Carolina,
Mississippi and North Carolina.  The Debtors maintain through ACE
excess coverage above their self-insured retention limit of $1.5
million per accident or per employee.

The Debtors also have a deductible workers' compensation program
in the states of Florida, Indiana, Kentucky, Tennessee and
Virginia.  In January 2005, the Debtors transferred the other
four states to the deductible program due to insufficient payroll
in those states to maintain self-insurance.  Under the Workers'
Compensation Program, the deductible is $1.5 million per accident
for bodily injury and per person for injury by disease and the
policy limit is according to statutory limits above the $1.5
million deductible.  The annual premium for the 2004 Workers'
Compensation Program is $2,158,438.

                      General Liability Program

Under the General Liability Program, ACE provides the Debtors
with excess commercial general liability coverage.  The coverage
is in excess of amounts that the Debtors retain in states where
they are self-insured.  The self-insured retention amounts are
about $2 million.  The policy limit is also $1.5 million per
occurrence subject to an aggregate of $5 million.  The annual
premium of the 2004 General Liability Program is $1,418,540.

                       Auto Liability Program

Under the Auto Liability Program, ACE provides the Debtors with
excess automobile liability coverage.  The coverage is in excess
amounts that the Debtors retain in states where they are self-
insured.  The self-insured retention is $2 million.  The auto
policy limit is $1.5 million per occurrence.  The annual premium
for the 2004 Auto Liability Program is $520,332.

                 Insurance Programs Must be Renewed,
            Workers' Compensation Program Must be Assumed

Ms. Jackson states that under the Insurance Programs, the Debtors
posted $23.5 million in letters of credit to maintain the
Insurance Programs.

The Insurance Programs are renewable.  On June 28, 2005, the
Debtors and ACE agreed to renew the Insurance Programs.  ACE's
Proposal requires the Debtors to post $65 million in letters of
credit, and contains these premium modifications:

    a. Workers' Compensation Program: $1,946,028 -- a decrease of
       $212,410;

    b. General Liability Program: $1,032,461 -- a decrease of
       $386,079; and

    c. Auto Liability: $373,855 -- a decrease of $146,477

Other than these modifications, the terms of the Insurance
Programs are virtually the same from last year, Ms. Jackson
explains.  The Insurance Programs actually cost the Debtors less
money -- by about 10% -- this year than last year.

Absent Bankruptcy Court approval by August 4, 2005, Ms. Jackson
says, the insurance policies will be cancelled.

The assumption of the Workers' Compensation Program is also an
express condition to the continuation of the Insurance Programs,
Ms. Jackson adds.  No additional liability will be incurred by
the Debtors' assumption.

"Cancellation of the programs would force the Debtors to seek
replacement insurance coverage because state laws mandate
coverage, and Section 959(b) of the Judiciary Code requires the
Debtors to comply with valid state laws.  Replacement insurance
will be at a much higher cost for the estates and would create a
risk of a gap in coverage."

According to Ms. Jackson, the Debtors, together with their
insurance broker March USA, Inc., have researched the insurance
markets and available programs and have been unable to locate
another insurer willing and able to provide insurance coverage on
the same or better terms as ACE.

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).


XYBERNAUT CORP: Court Okays Donlin Recano as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave Xybernaut Corporation and its debtor-affiliate permission to
employ Donlin, Recano & Company as their claims, noticing and
balloting agent.

Donlin Recano will:

   1) prepare and serve required notices in the Debtors' chapter
      11 cases, including:

      a) a notice of the initial meeting of creditors under
         section 341(a) of the Bankruptcy Code and a notice of the
         claims bar date, and

      b) notices of objections to claims, notices of any hearings
         on a disclosure statement and confirmation of a plan or
         plans of reorganization, and other miscellaneous notices
         as the Court or the Debtors may deem necessary for an
         orderly administration of their chapter 11 cases;

   2) maintain copies of all proofs of claim and proofs of
      interest filed in the Debtors' chapter 11 cases and maintain
      official claims registers in their chapter 11 cases by
      docketing all proofs of claim and proofs of interest in a
      claims database;

   3) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      that list available upon request to the Bankruptcy Clerk's
      Office or any party-in-interest;

   4) Implement necessary security measures to ensure the
      completeness and integrity of the claims registers, and
      provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Debtors' chapter 11 cases;

   5) record all transfers of claims and provide the required
      notice of those transfers, and provide and maintain website
      access on a full time basis for all documents and pleadings
      as requested; and

   6) provide all other claims processing, noticing, balloting and
      related administrative services as may be requested from
      time to time by the Debtors.

Louis A. Recano, the Chairman of Donlin Recano, disclosed that his
Firm received a $10,000 retainer.

Mr. Donlin reports Donlin Recano's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Data Input Staff             $125
      Programmers                  $125
      Data Entry Staff              $35

Donlin Recano assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


* AlixPartners Adds New Talent To New York Office
-------------------------------------------------
AlixPartners, the international corporate turnaround, performance
improvement, and financial advisory firm, announced the
appointment of Jason Fensterstock, Randolph Floyd, Susan Hartman,
Brian Janelle, and Richard Vitaro as Directors.  They will be
based in the New York office.

Fensterstock has over 25 years of experience assisting a full
range of constituencies including corporate management, senior and
junior lenders and debt investors, existing and potential equity
investors, and committees with a broad array of financial and
operational issues involved in out-of- court restructurings and
Chapter 11 proceedings.

Prior to joining AlixPartners, he was with Sasco Hill Advisors,
Inc., in Westport, Connecticut, a financial advisory and
restructuring firm.  He also formerly held positions with Dillon,
Read & Co., Inc.; Shearman & Sterling; and Weil, Gotshal & Manges.
He holds a bachelor's degree in economics and government from
Bowdoin College, and MBA and JD degrees from Columbia Business
School and Columbia Law School, respectively.

Floyd is an innovative leader of business transformations with
expertise in operations management, strategy formulation, and
product development.  He is particularly adept at succeeding in
the most complex and difficult corporate change initiatives.

Prior to joining AlixPartners, he held several positions with
Merck & Co. in New Jersey, including Director, Operational
Excellence in the manufacturing division, and Vice President,
Project Planning and Development in the pharmacy benefit
management subsidiary.  Prior to his work at Merck, he held
positions with Gemini Consulting, Deloitte & Touche, Pepsico, and
Unilever.  He holds an MBA and bachelor's degree in chemistry from
the University of Chicago.  He is a Six Sigma Black Belt and
certified in Production and Inventory Management.

Hartman is an experienced financial and accounting expert with a
background in business valuations, financing, due diligence, and
mergers and acquisitions.  Before joining AlixPartners, she was
Vice President of Corporate Development for DoubleClick, Inc. in
New York City, and completed the sale of that firm to Hellman and
Friedman.  Prior to this, she was the Vice President of Mergers
and Acquisitions for McCann Erickson, a division of the
Interpublic Group of Companies.  Additionally, she was previously
the CFO and Controller of Owners.com, Inc. and an investment
banker at Merrill Lynch and Lehman Brothers.  She holds a
bachelor's degree in accounting from Tulane University and an MBA
from the Wharton School of the University of Pennsylvania.  She is
a Certified Public Accountant.

Janelle has over 21 years of professional services experience,
including securities litigation consulting, forensic and
regulatory investigation, and public and private industry
accounting and auditing experience.  Prior to joining
AlixPartners, he was a Director with BDO Seidman in the firm's
litigation and fraud investigation services practice based in New
York.  He also held positions with PricewaterhouseCoopers, the
Federal Deposit Insurance Corporation, and Arthur Andersen.  He
holds a bachelor's degree in accountancy from Bentley College.  He
is also a Certified Public Accountant and Certified Fraud
Examiner.

Vitaro brings a unique combination of deep strategic and
operations consulting knowledge coupled with P&L experience to
AlixPartners.  He has spent nearly 10 years as a consultant,
serving in client leadership positions with Booz Allen Hamilton
and The Parthenon Group.  He has worked with clients ranging in
size from $100 billion+ companies to start-ups in industries such
as airlines, automotive/engineered products, distribution, food
and agriculture, technology and service businesses.  He has
focused on strategy formulation, mergers and
acquisitions/strategic alliance evaluation, growth initiative
development, company-wide profit improvement programs, supply
chain efficiency, and post-merger integration.  Additionally, he
led a mid-sized food business for a private equity firm.  He holds
an MBA with honors from the University of Chicago, and a Bachelor
of Science degree from the United States Naval Academy.

                   About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is internationally
recognized for its hands-on, results-oriented approach to solving
operational and financial challenges for large and middle market
companies globally.  Since 1981, the firm has become the "industry
standard" for performance improvement aimed at producing bottom-
line results quickly and helping clients achieve a more positive
outcome during times of transition.  The firm has over 350
professionals in its Chicago, Dallas, Detroit, Dusseldorf, London,
Los Angeles, Milan, Munich, New York, and Tokyo offices.


* AlixPartners Adds Two Supply Chain Management Executives
----------------------------------------------------------
AlixPartners, the international corporate turnaround, performance
improvement, and financial advisory firm, announced the
appointment as Directors of two versatile, seasoned supply chain
management executives, Mark Moon and David Peck.

Moon, who will be based in AlixPartners' Southfield office, has 15
years of project management experience, including expertise in
process and systems implementation and operations management.  He
has worked with companies throughout Europe, Mexico, and the Asia
Pacific region, serving in key leadership roles in program
management, operations improvement, network optimization, supply
chain integration, 3PL outsourcing, enterprise transformation,
logistics, and sales and inventory planning.  Prior to joining
AlixPartners, he was a Principal in Operations Services with A.T.
Kearney in Atlanta.  He was also formerly a Senior Manager in the
Global Supply Chain Practice of Deloitte & Touche.  He holds a
bachelor's degree in industrial engineering from Georgia Institute
of Technology, and is a member of the Warehousing Education and
Research Council and the Council of Logistics Management.

Peck has over 12 years of experience in operations consulting and
management.  He has worked on major engagements in strategic
sourcing, supply chain management, complexity management and
product development in industries such as automotive, technology,
and oil and gas.  He will be based in AlixPartners' Los Angeles
office.  Prior to joining AlixPartners, he served as a Senior
Manager with A.T. Kearney's Operations Consulting practice.  In
that role, he led numerous consulting engagements in strategic
sourcing and product development focused on driving results, such
as cost reductions and operational improvements.  He holds a
bachelor's degree and a master's degree in mechanical engineering
from Cornell University, and an MBA with high distinction from the
University of Michigan.

                      About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is internationally
recognized for its hands-on, results-oriented approach to solving
operational and financial challenges for large and middle market
companies globally.  Since 1981, the firm has become the "industry
standard" for performance improvement aimed at producing bottom-
line results quickly and helping clients achieve a more positive
outcome during times of transition.  The firm has over 350
professionals in its Chicago, Dallas, Detroit, Dusseldorf, London,
Los Angeles, Milan, Munich, New York, and Tokyo office.


* Finance Partner John Ferrell Joins Sheppard Mullin's N.Y. Firm
----------------------------------------------------------------
John Ferrell, Esq., has joined the New York office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Finance &
Bankruptcy practice group.  Mr. Ferrell, most recently with White
and Case in New York, has represented a wide variety of commercial
and investment banks and other financial institutions, ranging
from Citigroup, Merrill Lynch & Co. and CIT Group, to several
local and regional banks.

Mr. Ferrell has been a managing director of Investment Banking at
Merrill Lynch and has also headed his own investment banking firm,
specializing in private equity transactions.  His non-U.S. clients
have included Banco Urjuijo, the largest private bank in Spain,
and Banca Leonardo, the largest independent broker-dealer on the
Milan Stock Exchange.

James J. McGuire, partner-in-charge of the firm's New York office,
said, "I practiced with John at White & Case and am thrilled to
have him at Sheppard Mullin.  John is an excellent addition to the
office and allows us to grow the practice group nationally.  He
brings a substantial background in finance, both in private
practice and in-house experience."

Additionally, Finance & Bankruptcy partner Bill Wyatt, Esq., is
relocating to the New York office from San Francisco to team with
Ferrell on the national expansion of the practice.  Mr. Wyatt
started as an associate at Sheppard Mullin in 1982 and became a
partner in January 1990.  He specializes in finance transactions
and workouts.

"Sheppard Mullin has a top-notch finance group. I am excited to
build its presence on the East Coast and look forward to working
with firm veteran Bill Wyatt on expanding the practice group,"
commented Mr. Ferrell.  "I am very pleased to be rejoining Jim and
other attorneys I worked with at White & Case who now practice in
Sheppard Mullin's New York office."

In addition to the arrival of Messrs. Ferrell and Wyatt,
Entertainment and Media partner Ben Mulcahy has joined the New
York office full-time.  Mr. Mulcahy was recently ranked as one the
country's leading attorneys by The National Law Journal, which
named him to its annual "40 Under 40" list of leading lawyers
under the age of 40, and had been dividing his time between the
firm's New York and Century City offices since last September.
Mr. Mulcahy will build on the firm's prominence in the areas of
entertainment and advertising, which practice currently includes
representation of Paramount Pictures Corp., New Line Cinema, Lions
Gate, Focus Features, Sony Pictures Entertainment and The
Marketing Store Worldwide.  Similarly, Finance and Bankruptcy
special counsel Greg Mendenhall is now based in New York and was
previously based in the firm's Washington, D.C. office.

Mr. Ferrell received his law degree from Columbia University
School of Law School in 1969 and a B.A., cum laude, from Harvard
University, as a National Merit Scholar, in 1966.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax/Employee Benefits/Trusts & Estates; and White Collar Defense.
The firm was founded in 1927.


* Fried Frank Names Ten New Partners to Firm
--------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP elected ten lawyers
to the Firm's partnership.  As of Sept. 1, 2005, the new partners
are:

   -- Emil Buchman, Esq.
   -- Israel David, Esq.
   -- Michael B. de Leeuw, Esq.
   -- Michelle B. Gold, Esq.
   -- Gary L. Kaplan, Esq.
   -- Walid Khuri, Esq.
   -- J. Christian Nahr, Esq.
   -- Harry R. Silvera, Esq.
   -- Paul D. Tropp, Esq., and
   -- Teresa M. Venezia, Esq.

"We are pleased to welcome these outstanding attorneys to the
partnership.  They represent a cross section of our practice areas
and demonstrate the growth of the firm as a global business," said
Valerie Ford Jacob, Fried Frank's Chairperson.

"Each of our new partners embodies Fried Frank's culture of
excellence, imagination and achievement.  We congratulate them
today and look forward to their continued success and contribution
to the firm," said Justin Spendlove, Fried Frank's Managing
Partner.

                   About the New Partners

Emil Buchman, an attorney in the New York Corporate Department,
focuses his practice on a wide variety of financing transactions
for financial institutions and corporations including the
representation of commercial and investment banks in syndicated
senior financings, mezzanine investors in mezzanine financings and
private equity sponsors, their portfolio companies and public
companies as borrowers in financing transactions. Mr. Buchman
joined the firm in 1996 and became special counsel in 2004. He
received his JD, summa cum laude, from Brooklyn Law School and his
BA, summa cum laude, from Azerkaijan Civil Engineering Institute
in Baku.  He is admitted to the bar in New York.

Israel David, an attorney in the New York Litigation Department,
focuses his practice on the litigation of complex corporate and
commercial disputes, with an emphasis on securities, shareholder,
derivative and class action litigation, corporate control
disputes, and white-collar criminal proceedings. Mr. David joined
the firm in 1996. He received his JD, cum laude, from Fordham
University School of Law, where he was elected to the Order of the
Coif and his BA from Beth Medrash Govoha. He is admitted to the
bar in New York and to practice before the United States District
Courts for the Southern and Eastern Districts in New York.

Michael B. de Leeuw, an attorney in New York Litigation
Department, focuses his practice on complex commercial litigation
for major corporations and institutions involving a broad range of
issues, including contract, intellectual property, securities,
business tort and antitrust law.  Mr. De Leeuw joined the firm in
1997. He received his JD from Rutgers University School of Law,
Newark and his BA from Montclair State University. He is admitted
to the bar in New York and New Jersey.

Michelle B. Gold, an attorney in the Washington Tax Department,
focuses her practice in the area of federal income taxation,
including the use of pass-through entities, the structuring of
taxable and tax-free acquisitions and dispositions,
reorganizations of ongoing business enterprises and tax planning
for financings and other capital formation transactions. Ms. Gold
joined the firm in 1997.  She has a JD, magna cum laude, from
Georgetown University Law Center, where she served as articles
editor of the Law and Policy International Business Journal.  She
received an MBA from Georgetown University and a BA from Brandeis
University. She is admitted to the bar in the District of Columbia
and Virginia.

Gary L. Kaplan, an attorney in the New York Bankruptcy and
Restructuring Department, focuses his practice on the
representation of debtors, creditors' committees, significant
creditors and third-party purchasers in connection with chapter 11
cases and restructuring situations.  Mr. Kaplan joined the firm in
1998.  He received his JD, with honors, from Rutgers University
School of Law and his BA from the University of Maryland at
College Park.  He served as a law clerk to the Hon. Marie
Garibaldi, New Jersey Supreme Court. He is admitted to practice in
federal and state courts in New York and New Jersey.

Walid Khuri, an attorney in the Washington Corporate Department,
focuses primarily on fund-related work and other transactional and
securities law matters, including the structuring and offering of
hedge funds and funds of hedge funds, swaps and derivate
transactions.  He also regularly advises hedge fund advisers and
other clients on issues of governance, business planning and
securities law compliance.  Mr. Khuri joined the firm in 2000. He
received his JD, with honors, from George Washington University,
where he was an editor of the Law Review, and a BA from Brown
University.  He is admitted to the bar in the District of Columbia
and New York.

J. Christian Nahr, an attorney in the London Corporate Department,
focuses his practice on cross-border mergers and acquisitions,
acquisition finance and U.S. securities and corporate law. Mr.
Nahr joined the firm's New York office in 1997, transferred to the
Paris office in 1999, and has been based in London since 2002.  He
received his LLM from New York University School of Law and his
LLB, with honors, from the Freie Universitat Berlin.  Mr. Nahr
served as a law clerk to the Court of Appeals, Berlin.  He is
admitted to the bar in New York and in Germany.

Harry R. Silvera, an attorney in the New York Real Estate
Department, focuses his practice on a wide range of real estate
matters and transactions including sales and acquisitions,
financing, leasing and joint ventures.  Mr. Silvera joined the
firm in 1995 as member of the Tax Department, later moving to the
Real Estate Department in 1998.  He received his JD from Columbia
University School of Law and his BA from the University of
California, Los Angeles.  He is admitted to the bar in New York.

Paul D. Tropp, an attorney in the New York Corporate Department,
focuses his practice on capital markets and corporate finance
transactions including the representation of issuers, underwriters
and lenders in domestic and international public and private debt
and equity securities offerings and related capital markets
transactions.  Mr. Tropp joined the firm's London office in 2001
and has been based in New York since 2002.  He received his JD
from New York University School of Law and his BA from Harvard
College. He is admitted to the bar in New York.

Teresa M. Venezia, an attorney in the New York Litigation
Department, focuses her practice on Securities Regulation and
Enforcement representing parties in investigations conducted by
the United States Securities and Exchange commission, the National
Association of Securities Dealers, the New York Stock Exchange or
state securities regulators; conducting internal investigations;
providing crisis management advice to public and private
companies; counseling public companies and regulated entities on
their obligations under the federal securities laws; and
counseling public companies and regulated entities on the
implementation and maintenance of compliance programs.  Ms.
Venezia joined the firm in 2000 and became special counsel in
2004.  She received her JD, magna cum laude, from St. John's
University School of Law and her BS from St. John's University.
She is admitted to the bar in New York and to practice before the
United States District Court for the Southern and Eastern
Districts of New York.

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is a leading international law firm
with more than 520 attorneys in offices in New York, Washington,
D.C., London, Paris and Frankfurt.  Fried Frank lawyers represent
clients in corporate transactions, including mergers and
acquisitions and private equity, securities offerings and
financings, international transactions, asset management and
corporate governance; litigation, including general commercial
litigation, securities and shareholder litigation, white-collar
criminal defense and internal investigations, intellectual
property litigation, qui tam and RICO defense matters, takeover
and proxy fight litigation, environmental matters and domestic and
international arbitration and alternative dispute resolution;
antitrust counseling and litigation; bankruptcy and restructuring;
real estate; securities regulation, compliance and enforcement;
government contracts compliance and litigation; benefits and
compensation; intellectual property and technology; tax; financial
institutions; and trusts and estates.


* Lazard Hires Jonathan Shi to Expand China Advisory Business
-------------------------------------------------------------
Lazard Ltd. (NYSE: LAZ) named Jonathan Shi (Shi Jin Jing) as
Managing Director-Asia to expand its China advisory business,
effective Aug. 1, 2005.

Mr. Shi will lead Lazard's relationships with Chinese clients
looking to expand beyond their borders, as well as helping to
identify opportunities in China for clients abroad, working with
the CEO of Lazard Asia, David Timblick.

Mr. Shi has worked as Managing Director of Global Industries China
at ABN-AMRO in Shanghai and as Head of its China corporate finance
group.  Before joining ABN-AMRO in 1997, he practiced law with
Slaughter and May, in both London and Hong Kong. Mr. Shi is a
graduate of the University of International Business and Economics
in Beijing, and obtained an LLM from the University of London.

"We are delighted that Jonathan has joined the firm," said Lazard
President Charles Ward.  "His experience and understanding of the
Chinese corporate market adds further capabilities to Lazard's
activities there.  China is an increasingly important part of the
world economy and of our advisory business.  This hire is a
significant step in expanding our existing franchise in China."

Lazard, which launched its China practice with the opening of its
investment banking office in Hong Kong in 2001, is in the process
of expanding its existing successful China M&A team.  Key recent
transactions on which Lazard has advised include:

   -- Texas Pacific Group, together with a group of buy out firms,
      on a $350 million PIPE investment in Lenovo, in connection
      with Lenovo's $1.2 billion purchase of IBM Corp.'s personal
      computer division;

   -- Asia Global Crossing, a major Asian telecom provider, on its
      $1.3 billion sale to China Netcom;

   -- Gillette on the purchase of a controlling stake in China's
      leading alkaline battery manufacturer;

   -- Baosteel Group, China's largest steel company, in its
      acquisition of 50% of Niagara Machine Products, Baosteel's
      first overseas investment; and the establishment of a joint
      venture in Shanghai with COURT Group;

   -- CITIC Ka Wah, a member of CITIC Group, on its $540 million
      acquisition of Hongkong Chinese Bank; and

   -- Maytag in its consideration of an acquisition bid from the
      Chinese company Haier.

"Hiring a professional of Jonathan's caliber to run our advisory
business in China clearly demonstrates Lazard's resolve to
participate in the financial growth of Greater China," said Mr.
Timblick, who oversees the firm's regional business of advising
large multinational corporations on mergers and acquisitions,
restructuring and corporate finance.  "With offices in China,
Seoul and Singapore, Lazard is well situated to respond to client
needs and identify opportunities throughout Greater China, Korea
and Southeast Asia."

In addition to its China practice, Lazard is active across the
region with offices in Tokyo, Mumbai, New Delhi and Sydney.

On May 5, 2005, Class A common stock of Lazard Ltd began trading
on the New York Stock Exchange under the trading symbol "LAZ."  In
addition, Lazard Ltd equity security units also began trading on
the NYSE under the trading symbol "LDZ."

Lazard Ltd. -- http://www.lazard.com/-- one of the world's
preeminent financial advisory and asset management firms, operates
from 29 cities across 16 countries in North America, Europe, Asia,
Australia and South America.  With origins dating back to 1848,
the firm provides services including mergers and acquisitions
advice, asset management, and restructuring advice to
corporations, partnerships, institutions, governments, and
individuals.


* SEC Trial Attorney Larry Ellsworth Joins Jenner & Block
---------------------------------------------------------
Larry P. Ellsworth has joined Jenner & Block as a Partner in the
Firm's Securities Litigation Practice.  Most recently Assistant
Chief Litigation Counsel for the U.S. Securities and Exchange
Commission's Trial Unit, Mr. Ellsworth is the 2004 winner of the
prestigious Stanley Sporkin Award, the highest award for
enforcement efforts at the SEC.  Mr. Ellsworth brings more than 20
years of regulatory experience to the Firm.  He will be located in
Jenner & Block's Washington, D.C. office.

In awarding the Sporkin Award, the SEC recognized Mr. Ellsworth as
one of the best trial counsel to ever represent it.  During his
12-year career at the SEC, Mr. Ellsworth never lost a case, even
though he carried one of the heaviest caseloads and tried a number
of the SEC's most difficult cases.

For example, in 2004 Mr. Ellsworth completed a remarkable hat
trick of superb litigation victories. Most notably, a litigation
team under his supervision won a landmark decision following a
2-1/2 week trial in the auditor independence proceeding that
resulted in the longest suspension ever of a major audit firm.
Also, Mr. Ellsworth won - for the second time - a jury verdict in
a difficult circumstantial case of insider trading.  He
additionally captained the team that won a precedent-setting
summary judgment in a major market manipulation case against 55
defendants.

"We are delighted that Larry is joining us," said Managing Partner
Gregory S. Gallopoulos.  "As one of the nation's top securities
trial lawyers, who has led many of the most important SEC
enforcement actions over the past decade, Larry brings a wealth of
experience and talent to our already strong securities and
litigation practice."

Among Mr. Ellsworth's numerous victories in prior years at the SEC
was an unprecedented order prohibiting joint trading arrangements
among a major investment company's affiliates, where the company
was charged with directing investment opportunities from mutual
funds to a private retirement fund for management and employees.
In the broker-dealer area, Mr. Ellsworth was a lead litigator for
the Enforcement Division in the only temporary cease-and-desist
proceeding ever brought.  The result was the shutting down and
liquidation of A.R. Barron and subsequent criminal conviction of
all of its principal officers for fraud.  Additionally, Mr.
Ellsworth won summary judgments for fraud in some of the earliest
cases finding joint and several liability among defendants,
rejecting credits for business expenses in calculating
disgorgement, and justifying suits against relief defendants.

Mr. Ellsworth also had an illustrious career before joining the
SEC in 1993. From 1990 to 1993, he was a Vice President and
Director of Litigation for a Fortune 50 Company.  From 1985 to
1990, he was a partner in two prominent Washington, D.C., law
firms, where he represented a number of financial institutions.
From 1978 to 1985, he was head of Federal Court litigation
regarding petroleum price and allocation controls at the U.S.
Department of Energy.  During his service at the Energy
Department, he was the lead litigator in U.S. v. Exxon Corp., in
which the Court ordered the largest judgment ever entered in a
case brought by the United States -- over $2 billion.  Earlier in
his career, Mr. Ellsworth practiced public interest law and served
on the staff of the Senate Ethics Committee for a special
investigation of bribery and influence peddling in the U.S.
Senate.

Mr. Ellsworth obtained his law degree from Harvard Law School
where he was an editor on the Harvard Civil-Rights and Civil
Liberties Law Review. He additionally obtained a graduate law
degree from the Georgetown University Law Center.  His
undergraduate degree is in Economics from Michigan State
University.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Networking Event
         Continental Midtown Restaurant, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, California
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, New York
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Carolinas
            Contact: 704-926-0359 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Northeast Regional Conference Sponsorship Opportunities
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-440-6615 / 516-465-2356 or
                     http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, Clifornia
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Viginia
            Contact: 703-912-3309 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, Arizona
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.com/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***