TCR_Public/050810.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 10, 2005, Vol. 9, No. 188

                          Headlines

ACE AVIATION: Aeroplan Fund to Make Cash Distribution on Aug. 15
ALLIED HOLDINGS: Hires Mercer Human Resource As Consultant
ALLIED HOLDINGS: Hires Ogletree Deakins as Labor Counsel
ALLIED HOLDINGS: US Trustee Appoints Official Creditors' Committee
AMERICAN BUSINESS: Ch. 7 Trustee Wants to Sell Whole Loan Assets

AMERICAN BUSINESS: Chapter 7 Trustee Inks Clearwing Settlement
AMERICAN BUSINESS: Trustee Submits Whole Loan Assets Bid Protocol
AMERICAN WAGERING: Court Authorizes Issue of 250,000 New Shares
AMERIGAS PROPANE: Elects Jerry Sheridan as Chief Financial Officer
AOL LATIN AMERICA: Can Continue Hiring Ordinary Course Profs.

AOL LATIN AMERICA: Has Until Nov. 23 to Decide on Unexpired Leases
ARMSTRONG WORLD: Court Allows Interface to Consummate Merger Pact
ATA AIRLINES: Gets Court Nod to Enter Into Boeing Aircraft Leases
ATKINS NUTRITIONAL: Taps Jefferies & Company as Financial Advisors
BALLY TOTAL: S&P Lowers Corporate Credit & Sr. Debt Ratings to CCC

CADMUS COMMS: Earns $1.2 Million of Net Income in Fourth Quarter
CAMCO INC: June 25 Balance Sheet Upside-Down by $13.9 Million
CATHOLIC CHURCH: Spokane Exclusive Period Stretched to January 6
CATHOLIC CHURCH: Tucson Wants Catholic Foundation Deal Approved
CENTRAL PARKING: S&P Affirms BB- Bank Loan Ratings

CENTURY/ML CABLE: Files Chapter 11 Plan to Implement Interest Sale
CHEMRITE INDUSTRIES: Case Summary & 28 Largest Unsecured Creditors
CHEMTURA CORP: Will Redeem $110 Million 7.75% Debentures Due 2023
CIRTRAN CORP: Cornell Capital Returns 38.2 Mil. Escrowed Shares
CMS ENERGY: Earns $27 Million of Net Income in Second Quarter

COMM 2004-RS1: Fitch Affirms Low-B Ratings on Six Cert. Classes
CONCENTRA OPERATING: June 30 Balance Sheet Upside-Down by $28 Mil.
CREDIT SUISSE: Fitch Rates $7 Million Class B Certificates at BB+
CUMULUS MEDIA: Reports Second Quarter Financial Results
DAVIS PIPELAYER: Case Summary & 31 Largest Unsecured Creditors

DIVINE INC: Trustee Wants Until Sept. 19 to Object to Claims
DOMTAR INC: S&P Rates US$400 Million Sr. Unsecured Notes at BB+
DPAC TECH: Development Capital Commits $500,000 Bridge Financing
E*TRADE FINANCIAL: Moody's Affirms B1 Senior Unsecured Rating
E*TRADE FINANCIAL: S&P Affirms B+ Counterparty Credit Rating

FIDELITY NATIONAL: Fitch Holds Sr. Secured Credit Facility at BB-
FLINTKOTE COMPANY: Court Okays Asbestos PI Settlement Fund
FLINTKOTE COMPANY: Wants More Time to File Chapter 11 Plan
FLINTKOTE COMPANY: Wants Removal Period Extended to February 27
GENESIS WORLDWIDE: Hires Forensic Accounting as Consultant

GENESIS WORLDWIDE: Wants Plan Filing Period Stretched to Dec. 30
GENEVA STEEL: Utah Lake Advances $44.5MM Stalking-Horse Bid
GEORGE COLEMAN: Case Summary & 20 Largest Unsecured Creditors
GOODYEAR TIRE: Earns $69 Million of Net Income in Second Quarter
GRAY TELEVISION: Moody's Lifts $258.5 Million Notes' Rating to Ba3

IMPAX LABORATORIES: Nasdaq Halts Common Stock Trading
INTEGRATED SECURITY: Closes $3MM New Financing Pact with Laurus
IPC ACQUISITION: 96.35% of Noteholders Tender $144.5 Million Notes
IPC ACQUISITION: Completes $485 Million Debt Refinancing
KASPER A.S.L.: Court Formally Closes Chapter 11 Proceedings

KMART CORP: Court Approves Shelby County Tax Claims for $458,877
KMART CORP: Ct. OKs Stipulation Resolving Photo Equipment Dispute
MARJORIE GREGORY: Case Summary & 9 Largest Unsecured Creditors
MCI INC: Inks $70 Million Outsourcing Agreement With Danka
METROMEDIA FIBER: Files Post-Confirmation Report

MIRANT CORP: Court Okays Multi-Million Enron Settlement Agreement
MIRANT CORP: Court Okays Settlement Agreement on Kendall Station
MIRANT CORP: Judge Lynn Supplements June 30 Valuation Ruling
NEXTEL COMMS: Completes Exchange Offer and Consent Solicitation
NORTHWEST AIRLINES: Mechanics Return to NMB Negotiating Table

PANTRY INC: Lenders Agree to Amend Loan Agreement
PANTRY INC: S&P Raises Senior Sub. Debt Rating to B- from CCC
PAUL MEYLIKER: Case Summary & 14 Largest Unsecured Creditors
PORTRAIT CORP: Jan. 31 Balance Sheet Upside-Down by $171 Million
PRICELINE.COM: Earns $16.8 Million of Net Income for 2nd Quarter

PRIMEDIA INC: Moody's Reviews $212MM Series H Stock's Junk Rating
QUALITY DISTRIBUTION: June 30 Balance Sheet Upside-Down by $28.2MM
QWEST COMMS: Union Members Authorize CWA Leaders to Call Strike
REAL MEX: Second Quarter Net Income Climbs to $5.1 Million
RICKY STAFFORD: Case Summary & 20 Largest Unsecured Creditors

ROGERS TELECOM: S&P Ups Ratings to BB & Lifts CreditWatch
SAINT VINCENTS: Court Allows DASNY to Withdraw from Reserve Funds
SAINT VINCENTS: RCG Wants Adequate Protection of Security Interest
SALEM COMMS: Earns $3.6 Million of Net Income in Second Quarter
SFOGHI CONSTRUCTION: Case Summary & 2 Largest Unsecured Creditors

SHOPKO STORES: Extends Offer for 9-1/4% Senior Notes to Aug. 10
SOUTHERN RESORTS: Case Summary & 20 Largest Unsecured Creditors
STRATOS GLOBAL: S&P Revises Outlook to Negative from Stable
STRUCTURED ASSET: Moody's Rates $928,000 Class B4 Certs. at Ba2
SUITLAND EAST: List of Five Largest Unsecured Creditors

TELIGENT INC: Claims Rep. Asks Court to Appoint a Mediator
TERESA ELLIS: List of Six Largest Unsecured Creditors
TEXAS STATE: Moody's Junks Subordinate Series 2001C Revenue Bonds
THAMES INVESTMENT: Has No Unsecured Creditors Who Aren't Insiders
TITAN CRUISE: Court Okays Dennis Shepard as Chief Restr. Officer

TITAN CRUISE: Wants to Hire Cascade Capital as Financial Advisors
TOM'S FOODS: Former Employees Want Special Committee
TONY COURY: List of Six Largest Unsecured Creditors
UAL CORP: Nears Aircraft Lease Restructuring Closing with PDG Pact
US AIRWAYS: Court Approves Second Amended Disclosure Statement

VALHI INC: Earns $34.1 Million of Net Income in Second Quarter
VIKING METAL: Case Summary & 19 Largest Unsecured Creditors
W.R. GRACE: Court to Appoint Mediator for PI Discovery Disputes
WATTSHEALTH FOUNDATION: Court Denies Retention of Danning Gill
WATTSHEALTH FOUNDATION: Court Denies Retention of FTI Consulting

WATTSHEALTH FOUNDATION: Files Schedules of Assets and Liabilities
WAYNE HARTKE: List of 20 Largest Unsecured Creditors
WESTPOINT STEVENS: GSC Partners Wants Satellite Fund Sanctioned
XOMA LTD: June 30 Equity Deficit Narrows to $2 Million

* Alvarez & Marsal Acquires Initium LLC Professionals
* Alvarez & Marsal Tax Advisory Services Adds New Professionals
* Mark Miller Joins Alvarez & Marsal As Managing Director
* Sheppard Mullin Welcomes Kevin Goering as New York Partner
* Upcoming Meetings, Conferences and Seminars

                          *********

ACE AVIATION: Aeroplan Fund to Make Cash Distribution on Aug. 15
----------------------------------------------------------------
Aeroplan Income Fund relates that its cash distribution of $0.0622
per Fund unit covering the period from June 29 to July 31, 2005,
will be paid on August 15, 2005, to unitholders of record at the
close of business on July 29, 2005.  This represents a monthly
cash distribution of $0.0583 per Fund unit.

In June 2005, ACE Aviation Holdings, Inc., and Aeroplan
successfully completed the first-ever monetization of an airline
frequent flyer loyalty program with an initial public offering of
the Fund, which represented a $2 billion equity valuation for
Aeroplan.  The IPO constituted a 14.4% divesture of Aeroplan with
ACE holding the balance 85.6% interest in Aeroplan LP.  The
aggregate gross proceeds from the IPO totaled $287.5 million.

In connection with the offering, Aeroplan LP established
$475 million in senior secured syndicated credit facilities, of
which $318 million was drawn on June 29, 2005.

                    About Aeroplan Income Fund

The Fund is an unincorporated, open-ended trust established under
the laws of the Province of Ontario, created to indirectly acquire
an interest in the outstanding limited partnership units of
Aeroplan LP.  After completion of the Offering, ACE will continue
to hold the remaining 87.5% (85.6 % assuming full exercise of the
overallotment option) of the outstanding LP Units.

                          About Aeroplan

Aeroplan -- http://www.aeroplan.com/-- is Canada's premier
loyalty marketing company, with approximately 5 million active
members.  Aeroplan benefits from its unique strategic relationship
with Air Canada, in addition to its contractual arrangements with
leading financial and commercial partners.

Aeroplan provides its commercial partners with loyalty marketing
services to attract and retain customers and stimulate demand for
these partners' products and services.  The Aeroplan Program
offers its approximately 5 million active members the ability to
accumulate Aeroplan Miles through a network of more than 60
commercial partners, representing more than 100 brands, in the
financial, retail and travel sectors and redeem those miles for
rewards, including airline seats to more than 700 destinations
worldwide, other travel rewards such as hotel rooms and car
rentals, selected electronics merchandise and a diversified
selection of experiential and specialty rewards.  Aeroplan was
founded in 1984 by Air Canada, Canada's largest domestic and
international full-service airline, to manage the airline's
frequent flyer program.

Together with its partners, Aeroplan develops and executes
innovative and appealing member-targeted marketing programs
designed to engage the loyalty of this affluent segment of
Canadian consumers.

                   About Ace Aviation Holdings

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

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

                         *     *     *

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


ALLIED HOLDINGS: Hires Mercer Human Resource As Consultant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved Allied Holdings, Inc., and its debtor-affiliates' request
to employ Mercer Human Resource Consulting, Inc., as their human
resource consultant.

Mercer Human Resource will review existing key employee retention
programs as well as to provide assistance and support in the
approval of related processes.

Mercer focuses on assisting with the implementation of human
resources policies to enhance financial and retirement security,
health, productivity, and employment relationships in the global
workplace.  

The Debtors selected Mercer as its human resource consultants
because of the firm's diverse experience and extensive knowledge
in the field of bankruptcy and human resource consulting.

As human resource consultant, Mercer will:

   1. advise and assist the Debtors' management in the review and
      preparation of key employee retention programs; and

   2. provide services as a consulting or testifying expert at
      any bankruptcy court hearings seeking approval for the key  
      employee retention program services.

Before the Petition Date, Mercer received retainer payments
totaling $50,000 from the Debtors.  A portion of the retainer has
been applied toward fees and expenses incurred by Mercer
prepetition.

John Dempsey, a member of the firm, informs the Court that Mercer
is a "disinterested person," as defined in Section 101(14) of the
Bankruptcy Code.

In addition, Mr. Dempsey relates that Mercer, its members and
associates:

   (a) are not creditors, equity holders, or insiders of the
       Debtors;

   (b) are not and were not investment bankers for any
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition
       Date, (i) investment bankers for a security of the
       Debtors, or (ii) an attorney for an investment banker
       in connection with the offer, sale, or issuance of a
       security of the Debtors;

   (d) are not and were not, within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       an investment banker; and

   (e) have not represented any party in connection with matters
       relating to the Debtors.

Mercer's Fees and Expenses are:

         Level                          Hourly Rate
         -----                          -----------
         Principal                      $500 - $700
         Associate                      $250 - $450
         Consulting Analysts            $150 - $300

Administrative Support fees will be included in the Consultants'
Billing Rates.

The parties agreed that the costs for the Services are not
expected to exceed $50,000.  Mercer will not exceed the fee
without discussing the scope and fees in advance.

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 No. 05-12515).  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 Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Hires Ogletree Deakins as Labor Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved, on an interim basis, Allied Holdings, Inc., and its
debtor-affiliates' request to employ Ogletree, Deakins, Nash,
Smoak & Stewart, P.C., as their Labor Counsel

The Debtors want Ogletree Deakins to:

   (i) handle and maintain the administration of their
       current collective bargaining agreements and employee
       benefit and retirement plans;

  (ii) perform legal analysis and provide them counsel and advice
       with respect to any labor and employment or employee
       benefits matters arising in connection with their Chapter
       11 cases; and

(iii) advise and represent them in negotiations and
       litigation, if any, related to their collective bargaining
       agreements with its union employees or their employee
       benefits and retirement plans, effective as of the
       Petition Date.

The Debtors assure the Court that the functions to be performed
by Ogletree Deakins will not be duplicative of those performed by
the Debtors' other counsel.

The Debtors selected Ogletree Deakins to serve as their special
labor counsel because it has significant experience in labor and
employment matters, including administration and negotiation of
collective bargaining agreements, and the design, establishment,
and maintenance of retirement plans and health and welfare plans
for employers.

Ogletree Deakins has served as counsel to the Debtors with
respect to labor and employment matters since 1989.  The Debtors
believe that as a consequence of the firm's representation,
Ogletree Deakins is very familiar with their business and affairs
and many of the potential legal issues that may arise in the
context of their Chapter 11 cases.

Specifically, the Debtors expect Ogletree Deakins to advise and
represent them in:

   (a) labor and employment matters, including
       their current collective bargaining agreements and
       employee benefit and retirement plans;

   (b) labor and employment matters arising out of and
       relating to their bankruptcy cases; and

   (c) the performance of other legal services, including
       litigation, as may be requested and is appropriate and
       necessary.

Ogletree Deakins' present fee rates, subject to an annual
adjustment, are:

      Professional                 Hourly Rate
      ------------                 -----------
      Attorneys                    $160 - $525
      Clerks & Legal Assistants     $80 - $200  

Lewis T. Smoak, a founding shareholder of Ogletree Deakins,
informs the Court that the firm has no connection with the
Debtors, their significant creditors, the United States Trustee,
or other Interested Parties in their Chapter 11 cases, or their
attorneys or accountants, except that:

   (a) Ogletree Deakins may have appeared from time to time in
       the past, and may appear in the future, in other cases or
       matters unrelated to the Debtors or their Chapter 11 cases
       where one or more of the parties may have been or may be
       involved; and

   (b) Ogletree Deakins may have been retained by certain
       creditors and other Interested Parties or their attorneys,
       accountants, or professionals in other cases or matters
       unrelated to the Debtors or their Chapter 11 cases.

Notwithstanding, Ogletree Deakins is a "disinterested" person as
the term is defined in Section 101(14) of the Bankruptcy Code.

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 No. 05-12515).  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 Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: US Trustee Appoints Official Creditors' Committee
-----------------------------------------------------------------
Pursuant to 11 U.S.C. Section 1102, Felicia S. Turner, the United
States Trustee for Region 21, appointed seven creditors to serve
on the Official Committee of Unsecured Creditors:

       A. Wells Fargo Bank, as Indenture Trustee
          Attn: Thomas M. Korsman, Vice President
          Sixth & Marquette
          Mac # N9303-120
          Minneapolis, MN 55479
          Phone: (612) 466-5890 Fax: (612) 667-9825

       B. International Brotherhood of Teamsters
          Attn: Frederick Perillo, Counsel
          Previant, Goldberg, Uelmen, Gratz,
          Miller & Brueggeman, S.C.
          l555 North RiverCenter Drive
          Suite 202, P.O. Box 12993
          Milwaukee, WI 53212
          Phone: (414) 271-4500 Fax: (414) 271-6308

       C. Cummins South, Inc.
          Attn: Susan Stephens, Controller
          5125 Highway 85
          Atlanta, Georgia 30349
          Phone: (404) 765-5104 Fax: (404) 766-2132

       D. Exotic Auto Transport, LLC
          Attn: Bradley M. Segebarth, President
          P.O. Box 72, 500 W. Elm
          Lebanon, MO 65536
          Phone: (417) 532-9808 Fax: (417) 532-9815

       E. D. E. Shaw Laminar Portfolios, LLC
          Attn: John Chiang
          120 West 45th Street
          New York, NY l0036
          Phone: (212) 487-0685 Fax: (212) 845-1685

       F. Eton Park Capital Management, L.P., as representative
             and Manager of Eton Park Funds
          Attn: Joshua Astrof, Representative
          825 Third Avenue, 8th Floor
          New York, New York 10022
          Phone: (212) 756-5300 Fax: (212) 756-5361

       G. Stanfield Capital Partners, LLC
          Attn: Robert Paine, Partner and Portfolio Manager
          430 Park Avenue
          New York, New York 10022
          Phone: (212) 891-9641 Fax: (212) 891-9625

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 No. 05-12515).  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 Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Ch. 7 Trustee Wants to Sell Whole Loan Assets
----------------------------------------------------------------
American Business Financial Services Inc. and its debtor-
affiliates' business strategy primarily involved the origination
of loans and the subsequent sale of originated loans through
securitizations and, to a lesser extent, through whole loan
sales.  Generally, after they originated a pool of loans, the
Debtors would sell those loans to a special purpose entity
created to facilitate a securitization.  The Securitization SPE
would then sell the pool of Loans to a mortgage loan trust not
controlled by the Debtors.

JPMorgan Chase Bank, N.A., and The Bank of New York serve as the
trustees for the Securitizations.

John T. Carroll, Esq., at Cozen O'Connor, in Wilmington,
Delaware, relates that to raise the cash purchase price for the
loans, the Securitization Trusts issued notes or trust
certificates to various third-party investors entitling the
holders to receive certain priority distributions.

In most of the Securitizations, payments on some or all of the
classes of notes and trust certificates are insured by a
financial guaranty policy issued by MBIA Insurance Corporation,
AMBAC Assurance Corporation, Radian Asset Assurance, Inc., or
Financial Security Assurance, Inc.

In addition to the cash consideration received for the Loans, the
Debtors received one or more certificates evidencing beneficial
residual interests in the Securitization Trusts.  Those
certificates, generally referred to as "IO Strips," entitled the
holders to receive certain cash flows generated by the
securitized Loans.

In connection with a Securitization, the Debtors usually retained
the right to service the pools of securitized Loans for a fee and
other compensation.

In contrast to Securitizations, servicing rights are transferred
to the purchaser of the Loans, and IO Strips are not created in
Whole Loan Sale transactions.

Mr. Carroll informs the Court that the Debtors' determination as
to whether to dispose of Loans through securitization
transactions or Whole Loan Assets depended on a variety of
factors, including market conditions, profitability and cash flow
considerations.

Before June 2003, the Debtors elected to utilize securitization
transactions extensively due to favorable market conditions.  The
Debtors generally realized higher gain on the sale of Loans in
the Securitizations.  In Whole Loan Sales, the gain on sale for
the Debtors is significantly lower than the gain received in
Securitization transactions, but the Debtors immediately receive
all of the gain in cash.

Due to their inability to securitize loans in the fourth quarter
of fiscal 2003, the Debtors were forced to adjust their business
strategy to emphasize Whole Loan Sales.

Mr. Carroll notes that of the $982.7 million of loans originated
during 2004, only 10% originated during the period were
securitized, and 60% were sold in Whole Loan Sales, with the
balance remaining on the Debtors' consolidated balance sheet at
June 30, 2004, as available for future sale.

Furthermore, around 52% were sold in Whole Loan Sales out of the
$629.7 million of loans originated during the three months ended
September 30, 2004.  The balance remained on the Debtors'
consolidated balance sheet as available for future sale.

                   Sale of Whole Loan Assets

George L. Miller, the Chapter 7 Trustee overseeing the
liquidation of the Debtors' estate, tells Judge Walrath that
Whole Loan Sales are generally conducted via a bidding process
wherein Loans are sold in the secondary mortgage market pursuant
to various sale contracts usually at a selling price above the
par value of the Loans.

Whole Loan Sales may involve individual or pools of Loans and
typically include the sale of all rights to service the Loans.

Against this backdrop, the Trustee seeks the Court's authority to
sell two groups of Loans still owned by the Debtors upon the
conversion of their cases to one under Chapter 7.

The Loans consist of:

   (i) 221 first and second lien residential mortgage Loans
       having an approximate aggregate unpaid principal balance
       of $30.2 million -- Tape No. 1; and

  (ii) eight first and second lien residential mortgage Loans
       having an approximate aggregate unpaid principal balance
       of $1.2 million -- Tape No. 2.

The Trustee will sell the Tape No. 1 and Tape No. 2 Whole Loans
separately through an auction to get the best value out of the
Whole Loan Assets.  The sale will be free and clear of all liens,
claims, interests, and encumbrances.

The Trustee also asks Judge Walrath to terminate the automatic
stay to permit distribution of the Sale proceeds to Greenwich
Capital at closing date.

The Trustee believes that selling the Whole Loan Assets pursuant
to Sections 363(b) and (f) of the Bankruptcy Code is the best way
to ensure an orderly and equitable sale process and distribution
of proceeds.

                        Marketing Efforts

Through a process of collaboration with Greenwich Capital, the
Trustee notes that around 50 potential purchasers of the Whole
Loan Assets were identified and provided with both the Tape No. 1
and Tape No. 2 Whole Loans containing description of the Whole
Loan Assets.

Eight have expressed interest in the Whole Loan Assets; They have
been provided with confidentiality and letter agreements for
execution in connection with obtaining access to additional files
and information pertaining to the Whole Loan Assets as part of
due diligence.

Upon execution of the Confidentiality Agreements, the Potential
Purchasers along with any other interested parties will be
allowed to conduct due diligence until a bid deadline.

Any and all parties interested in purchasing the Whole Loan
Assets may seek to do so in accordance with certain sale
procedures.

The Trustee intends to sell the Whole Loan Assets to the bidder
making the highest and best offer at the Auction in accordance
with the terms of the Sale Procedures.

However, before the Auction, the Trustee, in consultation with
Greenwich Capital, reserves the right to amend or otherwise
change the terms of any purchase agreement in a manner as the
Trustee deems to be in the best interests of the Debtors'
estates.

The Trustee will further permit existing interested parties and
any new prospective purchasers to perform reasonable due
diligence with respect to the Whole Loan Assets, provided the
prospective purchaser has entered into the Confidentiality
Agreements, and will assist them with those efforts, including
providing those potential purchasers with reasonable access to
the Debtors' books and records relating to the Whole Loan Assets.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.  (American Business
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Chapter 7 Trustee Inks Clearwing Settlement
--------------------------------------------------------------
George L. Miller, the duly appointed Chapter 7 Trustee in American
Business Financial Services Inc. and its debtor-affiliates' cases,
seeks the U.S. Bankruptcy Court for the District of Delaware's
authority to enter into a
settlement with ABFS Warehouse Trust 2003-1, ABFS Warehouse Trust
2003-2, Chrysalis Warehouse Funding, LLC, and Clearwing Capital,
LLC.

John T. Carroll, Esq., at Cozen O'Connor, in Wilmington,
Delaware, recounts that in October 2003, Chrysalis provided a
$250,000,000 revolving credit facility to Warehouse Trust 2003-2.

On March 9, 2005, the Bankruptcy Court authorized the Debtors to
obtain credit and incur debt secured by senior liens on property
of the Debtors' estates that is subject to a lien.

Mr. Carroll relates that in connection with the DIP Facility, the
Debtors entered into the DIP Loan and Security Agreement dated as
of February 22, 2005, and held harmless from and indemnified
Clearwing, Chrysalis and their lenders, on an after-tax basis,
against all liabilities which may be imposed on, incurred by or
asserted against each Clearwing Indemnified Party, relating to or
arising out of the Clearwing Transaction Documents, or any of the
transactions contemplated under the Clearwing Transaction
Documents or the DIP Loan Agreement.  In addition, in connection
with the DIP Facility, the Debtors became obligated to pay the
Clearwing Deferred Payoff Obligations, as defined in the DIP Loan
Agreement.

To ensure the Clearwing Indemnification Liabilities and the
Clearwing Deferred Payoff Obligations, the Debtors agreed to
include Clearwing under the DIP Priority Lien, giving Clearwing a
senior security interest in and lien on the Collateral, as
defined in the Final DIP Financing Order.

On May 2, 2005, pursuant to the Court's Order dated April 27,
2005, the Official Committee of Unsecured Creditors filed a draft
complaint where it sought authority to pursue claims on behalf of
the Debtors' estates against Clearwing, Chrysalis and The Patriot
Group, LLC.  At a hearing held on May 11, 2005, the Court ruled
that the Creditors Committee could pursue claims in connection
with approximately $5.1 million of fees paid to Clearwing and
Chrysalis and in connection with approximately $1.9 million of
fees paid to Patriot Group.

Subsequently, the ABFS Trustee, the ABFS Warehouse Trusts,
Clearwing and Chrysalis have agreed that:

   (a) Clearwing and Chrysalis will assign the Clearwing Deferred
       Payoff Obligations and Clearwing Lien to the ABFS Trustee;

   (b) Clearwing and Chrysalis will release all prior claims
       against the Debtors' estates including the Clearwing
       indemnification Liabilities;

   (c) The Debtors' bankruptcy estates will pay Clearwing and
       Chrysalis a sum not to exceed $200,000, in full and
       complete satisfaction of attorney's fees and expenses;

   (d) Clearwing and Chrysalis will receive a release from the
       ABFS Warehouse Trusts; and

   (e) The ABFS Trustee will receive an accounting from Clearwing
       and Chrysalis for the attorney's fees and expenses they
       incurred in connection with the Chrysalis Facility.

The ABFS Trustee believes that the Settlement Agreement is in the
best interests of the estate and its creditors, and is fair and
equitable because it will result in the Debtors' estates
receiving an assignment from Clearwing and Chrysalis of the
$750,000 Clearwing Deferred Obligation and the related Clearwing
Lien which is pari passu with the DIP Priority Liens.

Moreover, Mr. Carroll tells Judge Walrath that the Settlement
will result in the release of all claims by Clearwing and
Chrysalis against the Debtors' estates, including the Clearwing
Indemnification Liabilities and any additional amounts which
could accrue.  The Settlement will further eliminate any legal
fees and expenses which the ABFS Trustee would otherwise incur in
litigating its claims against Clearwing and Chrysalis while
eliminating the possibility that he would not be successful
pursuing those claims and while eliminating the potential for a
resulting increase in the Clearwing Indemnification Liabilities.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.  (American Business
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Trustee Submits Whole Loan Assets Bid Protocol
-----------------------------------------------------------------
To maximize the value of the Whole Loan Assets, George L. Miller,
the duly appointed Chapter 7 Trustee in the Debtors' cases, will
subject the Whole Loan Assets to competitive bidding through a
public auction process pursuant to a Court-approved sale
procedures:

   (1) The Trustee will send notice of the auction and sale
       hearing by first class mail to:

       * the Debtors' counsel;

       * the United States Trustee;

       * counsel to Greenwich Capital Financial Products, Inc.;

       * counsel to Wells Fargo Bank, N.A.;

       * counsel to U.S. Bank, Indenture Trustee;

       * counsel to Law Debenture Trust Company of New York;

       * counsel to Clearwing Capital LLC;

       * counsel to The Patriot Group;

       * the Debtors' 20 largest unsecured creditors;

       * all parties-in-interest having requested notice
         pursuant to Rule 2002;

       * creditors who appear as lien holders on the Whole Loan
         Assets on UCC financing statements filed against the
         Debtors in Pennsylvania, Delaware and New Jersey; and

       * the Potential Purchasers.

   (2) The Whole Loan Assets will be sold for cash at closing,
       free and clear of all liens, claims, interests and
       encumbrances.  Bids will be taken separately on the Tape
       No. 1 Whole Loans and Tape No. 2 Whole Loans with the
       winning bidder being that party which makes the highest
       and best offer on each group.  Any party wishing to bid on
       the Whole Loan Assets must deliver that bid in writing
       or via facsimile to the Trustee at:

          -- Miller Coffey Tate
             Attn: George L. Miller
             1628 John F. Kennedy Boulevard
             Philadelphia, Pennsylvania 19103
             Fax No. 215-561-0330

          -- John T. Carroll, Esq.
             Cozen O'Connor
             1201 N. Market Street, Suite 1400
             Wilmington, Delaware 19801
             Fax No. 302-295-2013

       The bid should be actually received by the Trustee and his
       counsel no later than 4:00 p.m. on August 8, 2005.

       A qualified bidder must include with its bid specific
       evidence of its financial capacity, which at a minimum,
       will require that the bidder has sufficient cash on hand
       or a binding financial commitment from an established
       financial institution to meet its commitment pursuant to
       its bid and ability to perform immediately without any
       conditions precedent and must otherwise comply with all of
       the Sale Procedures.

   (3) A bid for the Whole Loan Assets will consist of:

       -- an executed version of the Purchase Agreement proposed
          by the Debtors with marked alterations, if desired, but
          containing conditions at least as favorable to the
          seller; and

       -- an earnest money deposit amount equal to 5% of the
          bid's proposed purchase price through wire transfer to
          the Trustee, as escrow agent.

       A bid must also:

       * provide sufficient indicia that the Qualified Bidder or
         representative is legally empowered and financially
         capable of bidding and completing and signing a binding
         and enforceable asset purchase agreement; and

       * not contain any contingencies to the validity,
         effectiveness, or binding nature of the offer,
         including, without imitation, contingencies for
         financing, due diligence, or inspection.

       Greenwich will have all rights to credit bid on the Whole
       Loan Assets.

   (4) An Auction will be conducted at the offices of the
       Trustee's counsel or at other location disclosed by the
       Trustee to the Qualified Bidders on August 9, 2005, at
       10:00 a.m.  The Auction will be conducted only if a timely
       bid is submitted by a Qualified Bidder on or before the
       Bid Deadline.  Qualified Bidders who have complied with
       the Sale Procedures may improve their bids at the Auction.
       Any subsequent bids submitted at the Auction by a
       Qualified Bidder will be in minimum monetary increments of
       one basis point of unpaid principal of the Whole Loan
       Assets being sold that is:

       * a minimum monetary increment of $30,200 for Tape No. 1
         Whole Loans; and

       * a minimum monetary increment of $1,200 for the Tape
         No. 2 Whole Loans.

       The Trustee, in consultation with Greenwich Capital, will
       select the highest and best bids at the conclusion of the
       Auction, subject to Court approval at the Sale Hearing,
       and the Successful Bidder will be required to enter
       into a definitive agreement within one day of the time
       the Auction is adjourned.

   (5) All objections must be in writing and filed so as to be
       actually received by the Trustee's counsel on August 10,
       2005, at 4:00 p.m.

   (6) An evidentiary hearing to confirm the results of the
       Auction will be held before Judge Walrath on August 12,
       2005, at 9:30 a.m.

   (7) The closing of the sale will occur promptly after
       satisfaction of all conditions precedent in the Agreement
       and in any event no later than August 19, 2005.

   (8) If a Successful Bid is approved by the Court, but that bid
       does not result in the closing of the sale of the Whole
       Loan Assets on the "Closing Date" specified in the
       Agreement other than because of a default by the Trustee,
       the Trustee may close on the second highest and best bid
       as determined by the Trustee, and that closing will
       require no further Court order.  The Trustee will
       determine the second highest and best bid submitted at the
       Auction the based on the same criteria, which he may use
       in determining the Successful Bidder.  The Back-up Bidder
       will have two business days to consummate the purchase of
       the Whole Loan Assets at closing after written notice of
       the Successful Bidders' failure to close is given by the
       Trustee to the Back-up Bidder.  The Earnest Money Down
       Payment of the Back-up Bidder will be held by the Trustee
       until closing has occurred with the Successful Bidder.
       The Trustee will refund the Earnest Money Down Payment
       without interest within one day of closing with the
       Successful Bidder to consummate the sale of the Whole Loan
       Assets.

       In the event the Back-up Bidder also fails to close, then
       the Earnest Money Down Payment of the Back-up Bidder will
       also be forfeited to the Trustee once he specifically
       reserves the right to seek all available damages from the
       defaulting Back-up Bidder.

The Trustee asserts that the Sale Procedures provide an
appropriate framework for selling the Whole Loan Assets in a
fashion that will enable him to review, analyze and compare all
bids received to determine which bid is in the best interests of
the Debtors' estates and creditors.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.  (American Business
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN WAGERING: Court Authorizes Issue of 250,000 New Shares
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada
authorized American Wagering, Inc. (OTC Bulletin Board: BETM) and
its subsidiary, Leroy's Horse & Sports Place, Inc., to issue
250,000 shares of the Company's common stock to Michael Racusin
pursuant to a settlement agreement between the Debtors and Mr.
Racusin.

As reported in the Troubled Company Reporter on Apr. 19, 2005, the
Bankruptcy Appellate Panel for the 9th Circuit Court of Appeals
ruled in favor American Wagering regarding the Racusin
subordination matter.

On April 14, 2005, the Panel reversed a bankruptcy court order and
ruled that the debt owed to Michael Racusin dba M. Racusin & Co.
is subordinated pursuant to the provisions of Section 510(b) of
the U.S. Bankruptcy Code.  As a result, the debt to Racusin will
be paid in the form of 250,000 shares of the Company's common
stock rather than $2.8 million in cash.

As a result of the issuance of these shares, the Company has
reduced the Racusin judgment liability to $0 (zero), increased
shareholders' equity by $1,343,625, and recognized other income of
$328,624.  These changes will be reflected in the Company's
financial statements for the second quarter.  Mr. Racusin, though,
is appealing the ruling that authorized this resolution of the
judgment liability.

Headquartered in Reno, Nevada, American Wagering, Inc. --
http://www.americanwagering.com/main.html-- owns and operates a   
number of subsidiaries including, but not limited to, (1) Leroy's
Horse and Sports Place, which operates 47 race and sports books
licensed by the Nevada Gaming Commission, giving it the largest
number of books in the state; (2) Computerized Bookmaking Systems,
the dominant supplier of computerized sports wagering systems in
the state of Nevada; and (3) AWI Manufacturing (formerly AWI Keno)
is licensed by the Nevada Gaming Commission as a manufacturer and
distributor, and has developed a self-service race and sports
wagering kiosk.  The Company filed for chapter 11 protection on
July 25, 2003 (Bankr. D. Nev. Case No. 03-52529).  Thomas H. Fell,
Esq., at Gordon & Silver, Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed $13,694,623 in total assets and $13,688,935 in total debts.

The Company and its wholly owned subsidiary, Leroy's Horse &
Sports Place, Inc., consummated the Restated Amended Joint
Plan of Reorganization and have formally emerged from Chapter 11
in March 2005.  AWI and Leroy's officially concluded the process
after completing all required actions and satisfying all remaining
conditions of the Plan, which was confirmed by the U.S. Bankruptcy
Court for the District of Nevada on Feb. 28, 2005.


AMERIGAS PROPANE: Elects Jerry Sheridan as Chief Financial Officer
------------------------------------------------------------------
AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P.
(NYSE:APU) elected Jerry E. Sheridan to the position of vice
president, finance and chief financial officer effective Aug. 15,
2005.  Mr. Sheridan, 40, will replace acting chief financial
officer Michael J. Cuzzolina, who will continue his role as vice
president of accounting and financial control of parent company
UGI Corporation (NYSE:UGI).  

In addition to the full range of responsibilities generally
associated with the chief financial officer position, Mr. Sheridan
will be responsible for AmeriGas Partners' corporate development
program and for operation of its two West Coast customer service
centers.

Mr. Sheridan was most recently president and chief executive
officer of Potters Industries, the engineered glass materials
division of PQ Corporation.  He joined PQ in 1996 as a manager of
operations support, rising through various management positions,
including four years as vice president and chief financial officer
of PQ.

Prior to joining PQ, Mr. Sheridan was a finance manager with
Otsuka America Pharmaceutical of Rockville, Maryland, a
biotechnology company headquartered in Japan. Earlier, he was a
general practice manager with the accounting firm of
PricewaterhouseCoopers in Philadelphia.

Sheridan holds a bachelors degree in accounting from the
University of Delaware and an MBA from the University of Maryland.
He is a certified public accountant.

Through its subsidiaries, AmeriGas Partners, L.P. (NYSE:APU) --
http://www.amerigas.com/-- is the largest retail propane  
distributor in the United States.  The Partnership serves
residential, commercial, industrial, agricultural and motor fuel
customers from over 650 retail locations in 46 states.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
AmeriGas Partners, L.P.'s -- APU -- $400 million senior notes due
2015, issued jointly and severally with its special purpose
financing subsidiary Amerigas Finance Corp., are rated 'BB+' by
Fitch Ratings.  The Rating Outlook is Stable.  An indirect
subsidiary of UGI Corp. is the general partner and 44% limited
partner for APU, which, in turn, is a master limited partnership
for AmeriGas Propane, L.P., an operating limited partnership.  
Proceeds from the new senior notes will be utilized to repurchase
outstanding 8.875% APU senior notes pursuant to an ongoing tender
offer.


AOL LATIN AMERICA: Can Continue Hiring Ordinary Course Profs.
-------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave
America Online Latin America, Inc., and its debtor-affiliates,
permission to continue to retain, employ and pay professionals
they turn to in the ordinary course of their business without
bringing formal employment applications to the Court.

The Debtors explain that the continued employment of their
Ordinary Course Professionals is necessary to avoid any disruption
to their businesses and their ability to supervise the day-to-day
operations of their Non-Debtor Foreign Subsidiaries.

It will be burdensome on the part of the Debtors to submit
separate employment and compensation applications to the Court for
each of the Ordinary Course Professionals since the amount of fees
will be relatively small and it will avoid the incurrence of
additional fees related to preparing and prosecuting interim fee
applications for those Professionals.

The Debtors assure the Court that:

   1) no Ordinary Course Professional will be paid in excess of
      $35,000 per month, and the aggregate monthly payments for
      all the Professionals will not exceed $250,000 per month;

   2) they will file with the Court every 90 days while their
      chapter 11 cases are pending, a quarterly statement
      containing:

      a) the name of each Ordinary Course Professional and the
         amount paid as compensation for services rendered and
         reimbursement of expenses incurred for that Professional,

      b) the aggregate amount paid as compensation for services
         rendered and reimbursement of expenses for all the
         Ordinary Course Professionals, and

      c) a general description of the services rendered by each
         Ordinary Course Professional during the 90-day period.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest materially adverse to the Debtors, their
creditors and other parties-in-interest.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc., -- http://www.aola.com/-- offers AOL-branded  
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


AOL LATIN AMERICA: Has Until Nov. 23 to Decide on Unexpired Leases
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware extended,
until Nov. 23, 2005, the period within which America Online Latin
America, Inc., and its debtor-affiliates can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors told the Court that they commenced their chapter 11
cases to implement the proposed wind down of their businesses.

The Debtors relate that they are parties to a number of
nonresidential real property lease agreements.  Some of those
lease agreements include their administration officers and various
premises leased by AOL Puerto Rico in shopping areas in Puerto
Rico in connection with its marketing services for the AOL branded
services.

The Debtors gave the Court four reasons in support of the
extension:

   1) since the Petition Date, their management and professionals
      have been preoccupied with:

      a) obtaining interim and final approval of the first day
         motions and responding to information requests and
         concerns of the U.S. Trustee, and

      b) preparing their Schedules and Statements and handling the
         typical business emergencies that immediately occur after
         the commencement of their chapter 11 cases;

   2) they have not had sufficient time to formulate and prosecute
      a plan that they will use to implement the proposed wind
      down of their businesses;

   3) the extension will give them more opportunity to analyze
      each location of the unexpired nonresidential real property
      lease and its purpose in the wind down process; and

   4) the extension will not prejudice the landlords of the
      unexpired leases as the Debtors are current on all post-
      petition obligations to those landlords as required by
      Section 365(d)(3) of the Bankruptcy Code.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc., -- http://www.aola.com/-- offers AOL-branded  
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


ARMSTRONG WORLD: Court Allows Interface to Consummate Merger Pact
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation inked between Armstrong World Industries, Inc.,
and its debtor-affiliates and Interface Solutions Holdings, Inc.,
modifying the automatic stay to effectuate a merger agreement.  

As reported in the Troubled Company Reporter on July 7, 2005,
Interface Solutions was formed in July 1999, when Armstrong World
sold a 65% interest in Armstrong Industrial Specialties, Inc. --
presently Interface Solutions, Inc. -- to senior management and a
private equity fund in a transaction referred to as the "1999
Transaction."  The Fund is not affiliated with AWI or any of its
affiliated debtors.

In the 1999 Transaction, AWI retained an approximately 35%
minority equity interest in Interface, consisting of 34.7% of
ISH's common stock -- both Series A and Series B common stock --
and 38.9% of ISI's non-voting preferred shares.  ISH's remaining
common stock and ISI's non-voting preferred shares are held by
entities and persons that are not affiliated with AWI.  ISI's
voting common stock is wholly owned by ISH.

To protect ISI's value, and to avoid the uncertainties, risks,
costs and expenses that might be associated with possible
asbestos-related personal injury claims being asserted against ISI
or any of its affiliates, AWI proposed to treat ISI as a "PI
Protected Party" under the terms of a plan of reorganization for
AWI.  Accordingly, ISI, ISH, and one of the entities associated
with the 1999 Transaction -- AISI Acquisition Corporation --
agreed to, among other things, withdrew claims filed against AWI,
including, but not limited to, Claim No. 3421, on the effective
date of AWI's Plan.

                        The Merger Agreement

ISI and ISH as well as a strategic financial party identified by
Interface as a "preferred merger candidate" and two merger
subsidiaries of the Buyer are entering into an Agreement and Plan
of Merger.  The Buyer is a private equity fund that is not
affiliated with AWI, the Fund or Interface.

Under the Agreement, the Buyer's subsidiary will merge with ISH.  
ISI's common stockholders, including AWI, will have their stock
cancelled, in which non-management stockholders will have the
right to receive cash and notes.  Management stockholders will
have the right to receive the Buyer's cash and stock, as well as
one of the notes.

Pursuant to the terms of the Agreement, a second subsidiary of the
Buyer will merge with ISI, and the holders of non-voting preferred
shares in ISI, including AWI, will have that stock cancelled,
wherein stockholders will have the right to receive cash.  The
mergers must close on or before September 30, 2005.

If the mergers close, the Buyer will pay an aggregate purchase
price equal to $82.5 million, which will consist of about
$72.5 million in cash and $10 million in the form of two notes.  
Interface estimates that based on the $82.5 million purchase
price, AWI will receive around $23.2 million, consisting of
$16.6 million for its common stock in ISH and $6.6 million for its
non-voting preferred shares in ISI.  The $16.6 million portion of
the AWI Payment will be paid through a combination of cash and a
proportional share of the Seller Notes.

Under Delaware law, after ISI and ISH execute the Agreement, they
will solicit stockholder approval of it.  While the Fund and its
present or former employee investors hold a sufficient number of
shares to vote to approve the Agreement irrespective of how AWI
votes, Interface intends to send proxy materials to AWI related to
the Agreement.

AWI believes the transaction reflected in the Agreement is fair,
but AWI does not intend to vote its shares.

             ISH and ISI Stocks Get Cancelled Upon Merger

On the approval of the Agreement by stockholders holding a
majority of Interface's common stock, every Interface stockholder,
including AWI, will have its stock in ISH and ISI cancelled on the
filing of a merger certificate with the Delaware Secretary of
State.  Each of the non-management stockholder will then be
entitled to receive its portion of cash and its share of the
Seller Notes provided under the Agreement on submission of its
cancelled stock certificates to Interface, accompanied by a
transmittal letter.  AWI intends to transmit its cancelled stock
certificates to Interface so that it can receive the AWI Payment
under the Agreement.

To transmit its cancelled stock certificates, AWI must execute
transmittal letters, which will include ordinary and customary
provisions typical to those transmittal letters.  Under the
transmittal letters, AWI will represent and warrant that
immediately prior to the cancellation of its stock, it had title
to that stock and that it has the authority to surrender the
cancelled stock certificates of Interface and that stock is free
of any liens or claims.  AWI will also irrevocably waive any
dissenters' rights, appraisal rights or similar rights that it may
have arising out the Agreement.

The Court modified the automatic stay to permit these conduct or
actions:

   (1) ISH and ISI may each submit appropriate proxy materials
       to AWI related to the Agreement.

   (2) ISH and ISI may each file a certificate of merger and all
       other necessary documents with the Delaware Secretary of
       State, which will result in the cancellation of AWI's
       equity interests in ISH and ISI and the creation of AWI's
       corresponding right to receive the AWI Payment on
       tendering cancelled stock certificates accompanied by the
       appropriate transmittal letter.

   (3) ISH and ISI will have the right to submit a transmittal
       letter to AWI which, as a condition to payment, will
       require AWI to transmit its cancelled stock certificates
       and that will require AWI to represent and warrant title
       of that cancelled stock and release dissenters' and
       appraisal rights.

   (4) ISH, ISI and AWI ratify and reaffirm the PI Protected
       Party Stipulation.  AWI will continue to use its
       reasonable "best efforts" to continue to provide
       Interface, its successors and assigns, with the same
       treatment AWI provides Interface in the Fourth Amended
       Plan and any subsequently filed plan, and as contemplated
       by the PI Protected Party Stipulation if AWI proposes a
       plan of reorganization that provides for an injunction
       under Section 524(g) of the Bankruptcy Code.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 80; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Gets Court Nod to Enter Into Boeing Aircraft Leases
-----------------------------------------------------------------
Judge Lorch authorizes ATA Airlines, Inc. and its debtor-
affiliates to enter into aircraft leases based on the Amended
Letter of Intent.

As previously reported in the Troubled Company Reporter on May 6,
2005, the Debtors negotiated the return of several leased Boeing
737-800 aircraft.  The Debtors also held extensive discussions
with various potential lessors to replace a portion of the
Returned Aircraft with older Boeing 737 "classic," aircraft to
meet ATA Airlines' postpetition fleet plan and operational needs.

With the consent of the Official Committee of Unsecured
Creditors, the Debtors and Q Aviation, LLC, executed a letter of
intent pursuant to which Q Aviation will lease five to 12 Boeing
737 classic aircraft to ATA Airlines.

The Letter of Intent contains the financial details of the Leases
that are confidential in nature.  The Letter of Intent has been
filed under seal pursuant to Section 1110 of the Bankruptcy Code.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATKINS NUTRITIONAL: Taps Jefferies & Company as Financial Advisors
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
gave Atkins Nutritionals, Inc., and its debtor-affiliates
permission to retain and employ Jefferies & Company, Inc., as
their financial advisors.

The Debtors have employed Jefferies & Company since Jan. 3, 2005,
assisting them in connection with their restructuring efforts and
the Firm is therefore well acquainted with the Debtors' capital
structure, financial affairs and related matters.

Jefferies & Company will:

   1) advise the Debtors on the current state of the restructuring
      market;

   2) assist and advise the Debtors in their general strategy for
      accomplishing in restructuring their businesses and in
      structuring and implementing any sale transactions;

   3) assist and advise the Debtors in structuring and
      implementing any proposed chapter 11 plan;

   4) assist and advise the Debtors in connection with the
      confirmation process of a proposed chapter 11 plan,
      including the valuation of securities that may be issued
      under a restructuring plan or plans and provide any
      necessary testimony; and

   5) render all other financial advisory services that maybe
      agreed from time to time by the Debtors and Jefferies.

Thane W. Carlston, a Managing Director of Jefferies & Company,
discloses that his Firm will be paid:

   1) a Monthly Fee of $125,000;

   2) a Success Fee of $1.8 million payable upon the consummation
      of a restructuring of the Debtors.  If a pre-negotiated
      chapter 11 plan is confirmed and consummated, the Success
      Fee is deemed to have been earned in full upon receipt by
      the Debtors of pre-petition lock-up agreements or other
      commitments from holders of at least 66.67% of the Debtors'
      Senior Loans to vote in favor of an acceptable plan; and

   3) with Reimbursement of Expenses for all substantiated
      disbursements and out-of-pocket expenses incurred by
      Jefferies in connection with its services rendered to the
      Debtors.

Jefferies & Company assures the Court that it does not represent
any interest materially adverse to the Debtors or their estates.

Headquartered in New York, New York, Atkins Nutritionals, Inc. --  
http://atkins.com/-- sell nutritional supplements based on its     
founder, Dr. Robert C. Atkins' nutritional philosophy of  
controlled-carbohydrate lifestyle.  The Debtors also sell more  
than 100 food products and nutritional supplements, as well as  
informational products such as diet books and cookbooks. Atkins'  
products are sold in more than 30,000 stores in North America  
under numerous trademarks.  The Company along with Atkins  
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,  
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter  
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &  
Manges LLP, represents the Debtors in the United States, while  
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors  
in Canada.  As of May 28, 2005, they listed $265.6 million in  
total assets and $323.2 million in total debts.


BALLY TOTAL: S&P Lowers Corporate Credit & Sr. Debt Ratings to CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Bally Total Fitness Holding
Corp. to 'CCC' from 'CCC+' and placed them on CreditWatch with
negative implications.  At the same time, Standard & Poor's also
lowered its senior unsecured debt rating to 'CCC-' from 'CCC' and
subordinated debt rating to 'CC' from 'CCC-' and placed them on
CreditWatch with negative implications.
      
"The action is based on the commencement of the 10-day period
after which time an event of default occurs under Bally's $275
million secured credit agreement's cross-default provision and
debt becomes immediately due and payable," said Standard & Poor's
credit analyst Andy Liu.
     
Chicago-based Bally is the largest fitness club operator in North
America, with more than 400 clubs in the U.S. and Canada and about
four million members.  Total debt outstanding was about $757
million as of March 31, 2005.
     
The rating action reflects a potential acceleration of Bally's
total debt obligations.  Bally received notices of default under
the indentures governing its 9 7/8% senior subordinated notes due
2007 and its 10 1/2% senior notes due 2011 following the
expiration of the waiver of the financial reporting covenant
default on July 31, 2005.  The notices commence a 30-day cure
period during which Bally must either secure an extension to the
waiver or remedy default.  More important, the delivery of the
notices could result in more than $700 million of debt obligations
becoming immediately due and payable on or after Aug. 14, 2005.
     
The company currently has received consent of 96.3% of the senior
notes and 42.9% of senior subordinated notes outstanding.  S&P
will continue to monitor Bally's progress in obtaining the waiver
extension.  If the company is unable to secure the waiver
extension, the ratings will likely be lowered to 'D'.


CADMUS COMMS: Earns $1.2 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
Cadmus Communications Corporation (Nasdaq: CDMS) reported net
sales of $111.1 million for the fourth quarter of its fiscal year
2005, an increase of 1% from $109.6 million in last year's fourth
quarter.  

Operating income was $4.4 million and net income was $1.2 million
for the fourth quarter of fiscal 2005, compared to operating
income of $8.9 million and a net loss of $2.1 million in the
fourth quarter of fiscal 2004. For the full year, net sales were
$436.4 million, down 2% from fiscal 2004 net sales of
$445.4 million, operating income was $30.1 million compared to
$33.9 million last year, and net income was $15.0 million, or
$1.60 per share, compared to net income of $6.7 million, or $0.72
per share, last year.

"I am pleased with our performance this quarter, as we again
delivered solid year over year improvement," Bruce V. Thomas,
president and chief executive officer, said.  "From a revenue
perspective, there were several positive signs. We reversed recent
trends to post top line growth on a consolidated basis, we
sustained exceptional growth in our Specialty Packaging segment,
and we saw better trends in revenues in our core STM journal
division. Those results are encouraging. From a margin
perspective, we continue to do very well, with operating margins
rising to 8.4% and EBITDA margins holding at a solid 12.8% for the
quarter. Finally, as we have done all year, and despite continued
investment to enter new markets and add to our resources and
capabilities around the world, we continue to do a very good job
of controlling our costs and managing SG&A expense. For the
quarter, SG&A declined to 9.2% of net sales, a percentage that we
believe to be among the strongest in the industry."

Mr. Thomas continued, "While we posted steady and improving
financial performance, we also accomplished many initiatives key
to strengthening and positioning our business going forward.
During the quarter, we:

     (i) expanded our Chennai operations and won new business from
         both new and existing educational customers;

    (ii) relocated and expanded our Dominican Republic operations
         and won new health care-related packaging business for
         that plant;

   (iii) won several new and prestigious customers for our
         Emerging Solutions products; and

    (iv) completed a comprehensive review of our paper programs,
         making several changes in our mill and merchant
         relationships to achieve cost reduction, improved
         service, and better opportunities for revenue growth.

"In addition, and obviously most importantly, we completed our
planning for our comprehensive equipment upgrade of both our
Specialty Packaging and Publisher Services segments and we placed
orders for packaging and publication presses and related equipment
that is in every respect state of the art. This equipment will
begin arriving in the Fall and should give us enormous
improvements both in our competitiveness from a pure print
perspective and in our overall cost structure and manufacturing
efficiency. In short, we are proud of the solid financial
performance we have delivered and excited about the opportunities
we have created for our business going forward as a result of
these key initiatives and achievements."

Paul K. Suijk, senior vice president and chief financial officer,
noted, "For the quarter, our overall debt increased by
$1.5 million. During the quarter, we paid our semi-annual interest
payment of $5.2 million on the senior subordinated notes. In
addition, we also paid approximately $0.9 million in down payments
on presses and other equipment related to our equipment upgrade
plan and we paid a $1.0 million settlement related to discontinued
operations. For the year, however, we reduced debt by $10.8
million, to bring our total debt to $157.0 million (excluding the
fair market value of interest rate swap agreements) as of June 30,
2005. All in all, from a debt reduction and cash flow perspective,
it was another solid quarter and another strong year."

             Fourth Quarter Operating Results Review

Net sales for the fourth quarter totaled $111.1 million compared
with $109.6 million last year, an increase of 1%. Specialty
Packaging segment net sales were $19.8 million, an increase of 22%
from $16.2 million last year. Publisher Services segment net sales
were $91.4 million, a decrease of 2% from $93.3 million last year,
as a result of lower freight and postage (which are pass through
costs for the Company) and continued pricing pressures in certain
markets.

Operating income for the quarter was $9.3 million or 8.4% of net
sales in the fourth quarter, compared to $9.1 million, or 8.3% of
net sales last year, adjusted as described above.(4) Specialty
Packaging operating income rose 26% to $1.6 million and operating
income margins increased to 8.0% from 7.7% last year as the
business continued to benefit from higher overall volume, improved
business mix, and efficiencies derived from new and more efficient
technology and work flows. Publisher Services operating income
declined 14% to $8.9 million and operating income margins declined
to 9.7% from 11.0% last year due to:

     (i) costs incurred to support our educational and Emerging
         Solutions initiatives;

    (ii) severance and related costs incurred in connection with
         content-related capacity rationalization; and

   (iii) continued pricing pressures in certain markets.

Cash generated from operations, offset by the $5.2 million semi-
annual interest payment on the senior subordinated notes, the $0.9
million down payments on presses and related equipment related to
our equipment upgrade plan and the $1 million lease guaranty
settlement resulted in an increase in total debt of $1.5 million
for the quarter, excluding the fair market value of interest rate
swap agreements.  The Company repurchased approximately 45,000
shares of its common stock during the fourth quarter under our
previously announced stock repurchase program, which resulted in a
net cash outflow of approximately $0.2 million for the quarter.
The additional minimum liability related to the Company's frozen
defined benefit pension plan and other pension plans increased
based on the latest valuation reports resulting in a decrease in
shareholders' equity of $8.4 million, net of tax.

             Fiscal Year Operating Results Review

Net sales for fiscal year 2005 totaled $436.4 million compared
with $445.4 million last year, a decrease of 2%. Specialty
Packaging segment net sales were $78.2 million, an increase of 20%
from $65.2 million last year. Publisher Services segment net sales
were $358.3 million, down 6% from $380.2 million last year. For
fiscal year 2005, operating income was $35.3 million, or 8.1% of
net sales, compared to $34.3 million, or 7.7% of net sales last
year, adjusted as described above.  For fiscal year 2005,
Specialty Packaging operating income rose 71% to $7.4 million and
operating income margins increased to 9.4% from 6.6% last year.
Publisher Services operating income declined 8% to $35.8 million
and operating margins declined to 10.0% from 10.2% last year.

Cash generated from operations resulted in a decrease in total
debt of $10.8 million for fiscal year 2005, excluding the fair
market value of interest rate swap agreements. The Company has
repurchased approximately 260,000 shares of its common stock
during fiscal year 2005 under our previously announced stock
repurchase program, which resulted in a net cash outflow of
approximately $1.2 million for fiscal year 2005.

                           Outlook

Commenting on the Company's outlook for fiscal 2006 and fiscal
2007, Mr. Thomas stated, "Obviously, the equipment upgrade plan
that we recently announced is the big news for both fiscal 2006
and fiscal 2007.  This plan will help us in three key ways.  
First, it will provide the capacity we need to continue to grow
our business in our target publishing markets, particularly the
attractive STM and educational markets.  Second, it will add a
second in-line folding carton production system in our Charlotte
facility, adding needed capacity there and also permitting us to
relocate existing equipment to expand our highly successful Global
Packaging Services capabilities with new facilities in the
Dominican Republic and in Honduras.  Finally, and most
importantly, it will permit us to streamline our existing print
operations -- eliminating older and less efficient equipment and
significantly improving our manufacturing efficiencies.  Capital
spending will increase to just over $50 million in fiscal 2006 --
as we have accelerated the delivery and installation of all
equipment in fiscal 2006 -- before returning to the more normal
$13-15 million range in fiscal 2007.  We continue to believe that
the plan will add at least an additional $12-15 million in EBITDA
annually, with the full benefit being obtained in fiscal 2007."

Cadmus Communications Corporation -- http://www.cadmus.com/--   
provides end-to-end, integrated graphic communications services to
professional publishers, not-for-profit societies and
corporations.  Cadmus is the world's largest provider of content
management and production services to scientific, technical and
medical journal publishers, the fifth largest periodicals printer
in North America, and a leading provider of specialty packaging
and promotional printing services.  

                          *     *     *

Moody's Rating Services and Standard & Poor's assigned its
single-B rating to Cadmus Communications' 8-3/8% senior
subordinated notes due 2014 last year.


CAMCO INC: June 25 Balance Sheet Upside-Down by $13.9 Million
-------------------------------------------------------------
Camco Inc. (TSX:COC) reported net income of $3.7 million for the
second quarter ending June 25, 2005, compared to a $1.9 million
net loss for the same period last year, due to significant
provisions for Hamilton plant closure costs.  Total sales for the
second quarter amounted to $170 million, up 2% from sales of
$167 million for the second quarter of 2004.

Closure-related expenses of $200,000 million related to final
dismantling associated with the Hamilton plant, were recorded in
the second quarter of 2005 compared to closure costs of $6.5
million for the same period last year.  Income from operations,
before closure costs and write-downs, in the second quarter rose
to $6.0 million, compared to $4.2 million in 2004.

For the first half of 2005, the Company recorded net income of
$9.0 million on sales of $302 million compared to a net loss of
$5.6 million on sales of $290 million in 2004.  Income from
operations, before closure costs and write-downs, were $3.9
million, compared to $4.8 million in 2004 as a result of recent
increases in commodity prices, especially steel and plastic.

                       Mabe Agreement

As reported on July 25, 2005, Controladora Mabe S.A. de C.V. of
Mexico and the Company have entered into a Support Agreement
pursuant to which 6295053 Canada Inc, a wholly owned subsidiary of
Mabe, will make an offer to purchase all of the common shares of
the Company at a price of $3.52 per share for an aggregate value
of approximately $70.4 million.

"The market for home appliances was quite robust during the first
half of the year, and this was a major contributor to Camco's
strong performance," James Fleck, President and CEO, said.  
"Material cost inflation continued to be a critical issue for the
Company, and as a result price increases were implemented in
Canada and the US.  Most significantly, Camco reached an agreement
with GE that effectively increases dryer prices retroactively for
the first half of 2005.  In the event that the Mabe transaction
does not close in the third quarter, the dryer supply agreement
with GE will need to be renegotiated".

Camco Inc. -- http://www.geappliances.ca/-- is the largest  
Canadian manufacturer, marketer and service provider of home
appliances.  The Company's product line includes such popular
names as GE, Profile, Monogram, Hotpoint, Moffat, and BeefEater.
Camco manufactures clothes dryers and dishwashers at its Montreal
Plant, and is the primary supplier of clothes dryers to GE in the
US.

At June 25, 2005, Camco Inc.'s balance sheet showed a $13,911,000
stockholders' deficit, compared to a $22,879,000 deficit at
Dec. 31, 2004.


CATHOLIC CHURCH: Spokane Exclusive Period Stretched to January 6
----------------------------------------------------------------
Judge Williams extends the period within which the Diocese of
Spokane has the exclusive right to file a plan until January 6,
2006, and the exclusive right to solicit acceptance of the plan
until March 10, 2006.

The exclusivity period will terminate 45 days after the entry of
the U.S. Bankruptcy Court for the Eastern District of Washington's
Memorandum Decision concerning the property of the estate issues.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Wants Catholic Foundation Deal Approved
---------------------------------------------------------------
In 1993, the Catholic Foundation made a $1,500,000 unsecured loan
to the Diocese of Tucson.  Tucson assured the Catholic Foundation
that the Diocese would pay the obligation from proceeds of the
sale of lease of the Regina Cleri Center, or alternatively from
the sale of other property owned by the Diocese or from any
surplus funds.  Over the succeeding decade, the Diocese paid
interest regularly on the obligation, but it did not reduce the
principal balance of the loan.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that in 2002 Tucson encumbered the
Regina Cleri Center with a trust deed in favor of those persons
who settled their claims against the Diocese in 2002.  The trust
deed secured a promissory note for the principal sum of
$3,000,000, and was recorded at Docket 11805, Page 519 on May 22,
2002, in the official records of Pima County, Arizona.

After learning that the Diocese had encumbered the Regina Cleri
Center, eliminating it as a possible source for the repayment of
the loan, the Catholic Foundation asked the Diocese to provide it
with a plan for repayment of the loan.  The Diocese subsequently
proposed to satisfy the debt in connection with the Catholic
Foundation's purchase of real property from the Diocese.

On June 26, 2003, the Catholic Foundation purchased a building now
known as the Bishop Moreno Pastoral Center from the Diocese for
$1,635,000, with the price based on a contemporaneous appraisal of
the Pastoral Center.  The Diocese conveyed the Pastoral Center to
the Catholic Foundation by a special Warranty Deed, which was
recorded in the office of the Recorder of Pima County on August
12, 2003.

In connection with the sale, the Catholic Foundation executed a
promissory note to the Diocese for the principal sum of $369,490.  
The Foundation's debt will bear interest until the obligation is
paid in full.

Subsequently, the Catholic Foundation agreed to lease the
Pastoral Center back to the Diocese on a long-term basis, with the
Catholic Foundation subleasing space back from the Diocese as long
as space was available.  The parties entered into a written lease,
with a term of 50 years, through June 30, 2053.  The Diocese is
obligated to pay monthly rent to the Catholic Foundation.  The
Diocesan obligation to pay rent is reduced by credits based on the
Diocese maintaining the Pastoral Center for the Catholic
Foundation and based on the Foundation's obligation to pay rent
under its sublease.  In addition, the Diocesan obligation to pay
rent to the Foundation is reduced by monthly credits, which
represent the Foundation's payments on the $369,490 Debt.

On August 19, 2004, certain Tort Claimants filed an action against
the Diocese, the Catholic Foundation and certain other defendants,
captioned as Case No. C2004-4539, in the Superior Court of Arizona
in Pima County.  The Action alleges that certain transfers of the
Diocese's property, including the sale of the Pastoral Center,
were fraudulent in nature.

The Diocese's Chapter 11 petition has stayed the Action.  Mr.
Boswell informs the U.S. Bankruptcy Court for the District of
Arizona that the Diocese and the Catholic Foundation dispute the
allegations made in the Action concerning the transfer of the
Pastoral Center.

Ms. Boswell asserts that the Diocese has the right to avoid
certain types of transfers, including fraudulent transfers,
pursuant to Sections 544, 545, 547, 548, 549 and 550 of the
Bankruptcy Code.  The Diocese's Third Amended and Restated Plan of
Reorganization further provides that upon confirmation, the
Diocese, as the Reorganized Debtor, will retain Avoidance Actions
for the benefit of its creditors.  The Avoidance Actions held by
the Diocese include any and all potential actions related to the
transfer of the Pastoral Center.

On June 16, 2005, the Diocese sought to assume the Lease with the
Catholic Foundation.  No party-in-interest has objected to the
assumption request, and the Order allowing assumption of the
Lease was entered on July 25, 2005.

                        The Settlement

The Diocese and the Catholic Foundation are well aware of the
risks associated with litigating the potential avoidance action
and indemnity claims although the parties are confident:

   -- that none of the elements of a fraudulent transfer are
      applicable to the Foundation's purchase of the Pastoral
      Center; and

   -- of the separate corporate identity of the Foundation.

Accordingly, the Diocese and the Foundation entered into a
settlement.

By this motion, Tucson asks the Court to approve the Settlement.

The salient terms of the Settlement are:

   (a) The Catholic Foundation will contribute $300,000 to the
       Diocese in annual installments of $100,000 over a three-
       year period beginning on the Plan Effective Date.  The
       Foundation Contribution is restricted to use for resolving
       certain parishes' indebtedness to the Diocese for services
       and advances, which were provided before the Petition Date
       Case and that the Diocese believes is unlikely to be
       repaid in the foreseeable future;

   (b) The parties exchange mutual releases from any and all
       claims, including avoidance actions held by the Diocese
       and indemnity and contribution claims held by the
       Catholic Foundation in relation to Tort Claims.  The
       the releases do not apply to any claims arising out
       of the Lease or to any current accounts payable owed by
       either party to the other; and

   (c) The Catholic Foundation will be deemed to be a
       Participating Third Party under the Plan, so that the
       Foundation will have the benefit of being a Released
       Party, as those terms are used in the Plan.

A full-text copy of the Settlement is available for free at:

  http://bankrupt.com/misc/catholic_foundation_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. 37
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTRAL PARKING: S&P Affirms BB- Bank Loan Ratings
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit and 'BB-' bank loan ratings.
     
At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 16, 2005.
The CreditWatch listing followed the company's announcement that
it had engaged Morgan Stanley to assist in pursuing various
strategic alternatives, including the possible sale or
recapitalization of the company.  The CreditWatch listing also
reflected Standard & Poor's concern over management turnover
following the resignation of the company's former Chief Financial
Officer.
     
The outlook is negative.  Total debt outstanding as of
June 30, 2005, was $245 million, excluding operating leases.
      
"The rating actions follow recent announcements by Central Parking
that the company is no longer for sale, will implement a strategic
plan to streamline operations, and divest unprofitable
facilities," said Standard & Poor's credit analyst Mark Salierno.

In addition, Central Parking announced that the position of Chief
Financial Officer has been filled internally by Jeff Heavrin.  The
company will also repurchase $70 million of the company's stock
via a "Dutch auction" tender offer.  The stock repurchase is
expected to be funded through a combination of proceeds received
from a recent sale of leased property (the company sold its
leasehold interest on a parking garage in New York City net after-
tax proceeds of which were $23 million, a $26.4 million note
receivable due during the current quarter, and approximately $20
million drawn under the company's revolving credit facility).
Standard & Poor's expects that the incremental debt on the
revolver will be substantially repaid by the end of the calendar
year through additional asset sales.
     
Central Parking is a private owner, operator, and manager of
surface lots and multilevel garages.


CENTURY/ML CABLE: Files Chapter 11 Plan to Implement Interest Sale
------------------------------------------------------------------
Century/ML Cable Venture, a joint venture between Century
Communications Corporation and ML Media Partners, L.P., filed its
Plan of Reorganization and accompanying Disclosure Statement with
the United States Bankruptcy Court for the Southern District of
New York, on Aug. 9, 2005.  

The Plan will implement the sale of the ownership of ML Media and
Century Communications to San Juan Cable, LLC, for $520 million,
pursuant to an Interest Acquisition Agreement dated June 3, 2005.  
MidOcean Partners LP, Crestview Capital Partners, LP, and other
investors will be members as of the closing date of the
transaction.

                        Terms of the Plan

The Plan provides that all allowed third-party claims will either
be paid in full or assumed by the Purchaser under the terms set
forth in the Interest Acquisition Agreement.  Upon the effective
date of the Plan, cash sufficient to pay all allowed claims in all
Classes in full will be placed in the Plan Funding Reserve and
then distributed to creditors in accordance with the terms of the
Plan.

The sole equity interest holders, ML Media and Century, are
impaired under the Plan.  These creditors will receive
distributions after disputed claimholders will get paid.  Each
creditor will equally share in whatever's left of the Sellers
Escrow Account and the Plan Funding Reserve of an amount not more
than $70 million.  

The cash necessary to fund the Plan will come from:

     (i) cash on hand in the Debtor's accounts;

    (ii) cash to be generated from operations through the
         Effective Date of the Plan; and

   (iii) approximately $520 million of sales proceeds to be paid
         by the Buyer.

At present, the Debtor estimates that the aggregate total of all
allowed and disputed claims is approximately $415 million -- less
than the sales proceeds to be received under the Acquisition
Agreement.  This amount is comprised of:

       * ML Media's $370 million claim;
       * Adelphia's $30 million claim;
       * Highland Holdings' $10 million claim;
       * Daniels' $1.7 million claim;; and
       * the balance of administrative and other claims.

The Plan, if consummated, would not resolve the outstanding
litigation between Century and ML Media concerning the Debtor's
management, the buy-sell rights of ML Media and various other
matters, but would permit the continued litigation of the dispute.  

Consummation of the plan is subject to the approval of the
Bankruptcy Court and other conditions, including the concurrent
sale of the Century/ML interests.  Consummation of the sale is
subject to bankruptcy court approval, the receipt of financing by
the Purchaser and other customary conditions, many of which are
outside the control of the sellers and the Debtor.  

The Court will convene a hearing to consider approval of the
Debtor's Disclosure Statement on Aug. 18, 2005.

A full-text copy of Century/ML Cable Venture's Plan of
Reorganization is available at no charge at :

            http://ResearchArchives.com/t/s?b6

A full-text copy of Century/ML Cable Venture's Disclosure
Statement is available at no charge at:

            http://ResearchArchives.com/t/s?b7

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


CHEMRITE INDUSTRIES: Case Summary & 28 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: ChemRite Industries, LLC
             88 Inverness Circle East, Building A101
             Englewood, Colorado 80112

Bankruptcy Case No.: 05-29922

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ChemRite Holding Company, LLC              05-29924
      Race Glaze, LLC                            05-29925
      19725 West Edgewood Drive, LLC             05-29926
      7424 Circle Drive, LLC                     05-29927           
    
Type of Business: The Debtor is a private labeler, formulator,
                  blender, tube and bottle filler.  ChemRite  
                  specializes in liquids, creams and pastes
                  and offers a full range of existing formulas
                  in categories such as Personal Care, Topical
                  Health Care, Household Cleaning, Auto
                  Appearance, Institutional, Industrial, Laundry
                  & Fabric Care.  See
                  http://www.chemriteindustries.com/

Chapter 11 Petition Date: August 9, 2005

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtors' Counsel: Christian C. Onsager, Esq.
                  1873 South Bellaire Street, Suite 1401
                  Denver, Colorado 80222
                  Tel: (303) 512-1123

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
ChemRite Industries, LLC     $1 Million to       $1 Million to
                             $10 Million         $10 Million

ChemRite Holding Company,    $1 Million to       $1 Million to
LLC                          $10 Million         $10 Million

Race Glaze, LLC              $500,000 to         $1 Million to
                             $1 Million          $10 Million              

19725 West Edgewood Drive,   $1 Million to       $1 Million to
LLC                          $10 Million         $10 Million

7424 Circle Drive, LLC       $1 Million to       $1 Million to              
                             $10 Million         $10 Million

A. ChemRite Industries, LLC's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Brownstein Hyatt & Farber                       $137,321
   Twenty-Second Floor
   410 Seventeenth Street
   Denver, CO 80224

   Illinois Bottle Mfg. Co.                         $86,566
   701 East Devon Avenue
   Elk Grove, IL 60007

   Univar USA Inc.                                  $66,831
   1707 South 101st Street
   Milwaukee, WI 53214

   Hydrite Chemical Co.                             $62,517

   Rieke Corporation                                $57,600

   Plastic Container Corp.                          $50,231

   Continental Pkg. Solutions                       $49,094

   Arrow Carton Company                             $48,790

   KDV Label Co. Inc.                               $37,602

   ChemCentral/Milwaukee                            $35,219

   Brenntag Great Lakes, LLC                        $34,052

   Hein + Associates LLP                            $22,450

   Business Controls, Inc.                          $19,310

   A.I. Credit Corp.                                $19,255

   Kaufman Container                                $16,375

   Archway Sales                                    $15,592

   Total Water Treat. Systems                       $15,392

   Crompton (WITCO)                                 $14,221

   Bobolink Storage LLC                             $14,030

   KOLB + Co. S.C.                                  $13,113     


B. Race Glaze, LLC's 7 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Brownstein Hyatt & Farber                       $137,321
   Twenty-Second Floor
   410 Seventeenth Street
   Denver, CO 80224

   Cessna Aircraft Company                          $34,649
   Milw. Citation Serv. Center
   210 East CITA
   Milwaukee, WI 53207

   ChemRite Industries LLC                           $5,264
   19725 West Edgewood Drive
   Lannon, WI 53046

   Lake Country Manufacturing Inc.                   $3,441

   USF Holland                                         $410

   Pendergast Printing, Inc.                           $232

   N & M Transfer Co., Inc.                             $67


C. Largest Unsecured Creditor of:

       --- ChemRite Holding Company, LLC
       --- 19725 West Edgewood Drive, LLC
       --- 7424 Circle Drive, LLC

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Brownstein Hyatt & Farber     Trade debt                $137,321
Twenty-Second Floor
410 Seventeenth Street
Denver, CO 80224


CHEMTURA CORP: Will Redeem $110 Million 7.75% Debentures Due 2023
-----------------------------------------------------------------
Chemtura Corporation (NYSE: CEM), which was formed on July 1,
2005, by the merger of Crompton Corporation and Great Lakes
Chemical Corporation, called for redemption all of its outstanding
$110 million aggregate principal amount of 7.75% Debentures due
2023.  The Debentures will be redeemed at a redemption price of
103.021% of the principal amount thereof, plus accrued interest to
the redemption date, which is Sept. 6, 2005.  Chemtura will
finance the redemption with available cash and borrowings under
its revolving credit facility.

"This action is in line with our plan to reduce debt beginning
with the highest cost debt that we are contractually able to
redeem," said Karen R. Osar, executive vice president and CFO.

Chemtura Corporation -- http://www.chemtura.com/-- is a global  
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  Headquartered in
Middlebury, Connecticut, the company has approximately 7,300
employees around the world.

                          *     *    *

As reported in the Troubled Company Reporter on July 7, 2005,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.
(fka Crompton Corp.).  The ratings are removed from CreditWatch
with positive implications, where they were placed on March 9,
2005.  The outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's
recently completed acquisition of Great Lakes Chemical Corp. for
approximately $1.6 billion in common stock, plus the assumption of
debt.  The upgrades reflect an immediate strengthening of
Chemtura's business mix and cash flow protection and debt leverage
measures as a result of the equity-financed acquisition of a much
higher-rated company.


CIRTRAN CORP: Cornell Capital Returns 38.2 Mil. Escrowed Shares
---------------------------------------------------------------
CirTran Corporation (OTCBB:CIRT) received back 38,280,000 shares
previously held in escrow by Cornell Capital Partners LP.

Iehab J. Hawatmeh, CirTran's founder and president, said the
returned shares "significantly reduce the float of CirTran stock
and marks the end of financial agreements with and obligations to
Cornell," as announced two months ago.

At that time, Mr. Hawatmeh said that CirTran had successfully
negotiated and completed issuance of a $3.75 convertible debenture
"at far more favorable rates" as the latest step in its strategic
financial plan.

"The shares received back from Cornell are being retired," he
said.

"Over the past year, CirTran has adhered to a plan to reduce and
control obligations, including conversion of some debt to equity,
while moving toward profitability.  The termination of our
relationship with Cornell and the return of these shares is an
important step in the recovery and resurgence of CirTran, with
business growing in the U.S. and through our CirTran-Asia
subsidiary."

Mr. Hawatmeh said CirTran is "on target" with its projection of
reporting record sales for the second straight quarter when it
files a 10-Q later this month, and that it will also report its
first profitable quarter since becoming a public company in 2000.

CirTran-Asia -- http://www.CirTran-Asia.com/-- was formed in 2004  
as a high-volume manufacturing arm and wholly owned subsidiary of
CirTran Corp. with its principal office in ShenZhen, China.
CirTran-Asia operates in three primary business segments: high-
volume electronics, fitness equipment and household products
manufacturing, focusing on being a leading manufacturer for the
multi-billion dollar Direct Response Industry, which sells through
infomercials, print and Internet advertisements.  

Founded in 1993, CirTran Corp. -- http://www.CirTran.com/-- is a  
premier international full-service contract manufacturer of low to
mid-size volume contracts for printed circuit board assemblies,
cables and harnesses to the most exacting specifications.  
Headquartered in Salt Lake City, CirTran's modern 40,000-square-
foot non-captive manufacturing facility -- the largest in the  
Intermountain Region -- provides "just-in-time" inventory
management techniques designed to minimize an OEM's investment in
component inventories, personnel and related facilities, while
reducing costs and ensuring speedy time-to-market.

                        *     *     *

                       Going Concern Doubt  

Hansen, Barnett & Maxwell, CirTran's accountants, raised
substantial doubts about the Company's ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended Dec. 31, 2004, citing continuing losses
and negative cash flows from operations, and pointing to the
company's accumulated deficit, equity deficit and working capital
deficit.


CMS ENERGY: Earns $27 Million of Net Income in Second Quarter
-------------------------------------------------------------
CMS Energy (NYSE: CMS) reported its second quarter net income of
$27 million compared to net income of $16 million in the same
quarter of 2004.

The second quarter 2005 results include income tax benefits of $24
million available this year under the American Jobs Creation Act
and higher electric deliveries at CMS Energy's principal
subsidiary, Consumers Energy, because of warmer than normal summer
temperatures.  Those were offset partially by mark-to-market
adjustments related to interest rate and gas price hedging
derivative instruments.

For the first half of 2005, CMS Energy reported net income of
$177 million up from $7 million for the comparable period of 2004.
Major differences in net income between the two periods are higher
mark-to-market gains in 2005 of $43 million and impairment and
other charges in 2004 of $85 million.

CMS Energy is increasing both its reported and adjusted 2005
earnings guidance from about $0.90 per share to about $0.95 per
share, based on results for the first two quarters and a stronger
second-half forecast.

"Our utility-plus strategy and focus on our core business,
Consumers Energy, continue to show positive results, assisted by
good performance from our CMS Enterprises businesses," said CMS
Energy's Chief Executive Officer David Joos.

The Company's recent highlights include:

   -- An International Centre for the Settlement of Investment
      Disputes tribunal found in favor of CMS Energy's subsidiary,
      CMS Gas Transmission, in its claim against Argentina.

      The tribunal, which operated under the auspices of the World
      Bank, awarded $133 million in compensation, plus interest,
      which could increase the total to $150 million. However, the
      government of Argentina is contesting the claim and award.

   -- The unions representing operations, maintenance, and
      construction employees and call center employees have
      ratified new five-year contracts with Consumers Energy.

   -- Settlement of a shareholder derivative lawsuit linked to
      round-trip energy trading.  The settlement, which remains
      subject to court approval, eliminates a major legal
      uncertainty for the Company.

   -- The Jubail Cogeneration Plant, of which CMS Energy holds a
      25 percent interest, began commercial operation on June 23.
      The plant - the first independent power plant in Saudi
      Arabia - can produce up to 250 megawatts of power and 510
      tons of industrial steam per hour.  The entire output of the
      plant is under a long-term contract.


CMS Energy is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

As reported in the Troubled Company Reporter on April 4, 2005,
Fitch Ratings affirmed the outstanding ratings of CMS Energy
Corporation and primary subsidiary Consumers Energy Co. following
the issuance of 20 million shares of common stock by CMS (total
gross proceeds of $245 million).  Proceeds of this latest stock
sale will be downstreamed into Consumers and for general corporate
purposes.  The infusion of equity into Consumers fulfills a
requirement for the utility to have $2.3 billion in equity by
year-end 2005, as required by the Michigan Public Service
Commission in Consumers' recent gas rate order.

Fitch affirms these ratings with a Positive Outlook:

   CMS Energy Corporation

      -- Secured bank loan 'BB';
      -- Senior unsecured 'B+';
      -- Preferred stock 'B'.

Fitch affirms these ratings with a Stable Outlook:

   Consumers Energy Co.

      -- Secured and first mortgage bonds 'BBB-';
      -- Senior unsecured 'BB';
      -- Preferred stock 'BB-'.

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service upgraded the ratings of CMS Energy
Corporation, including its Senior Implied rating to Ba3 from B2,
senior unsecured debt to B1 from B3, subordinated debt to B3 from
Caa2, and preferred stock to Caa1 from Ca.  Moody's also upgraded
CMS' Speculative Grade Liquidity rating to SGL-2 from SGL-3.  In
addition, Moody's assigned a Ba3 rating to CMS' $300 million
secured bank credit facility.  This action concludes the review of
CMS' ratings for possible upgrade.  Moody's says the rating
outlook is stable.


COMM 2004-RS1: Fitch Affirms Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by COMM 2004-
RS1.  These affirmations are the result of Fitch's annual review
process and are effective immediately:

     -- $220,587,345.78 class A at 'AAA';
     -- $314,291,345.78 class XP at 'AAA';
     -- $345,383,874.25 class IO-1 at 'AAA' (Interest Only);
     -- $39,020,000 class B1 at 'AA';
     -- $41,298,000 class B2 at 'AA';
     -- $13,386,000 class C at 'AA-';
     -- $12,955,000 class D at 'A';
     -- $4,318,000 class E at 'A-';
     -- $3,023,000 class F at 'BBB+';
     -- $2,056,000 class G at 'BBB-';
     -- $2,176,000 class H at 'BB+';
     -- $725,000 class J at 'BB';
     -- $1,313,000 class K at 'BB-';
     -- $1,520,000 class L at 'B+';
     -- $622,000 class M at 'B';
     -- $2,384,528.47 class N at 'B-'.

COMM 2004-RS1 is a collateralized debt obligation which closed
Nov. 4, 2004.  The collateral of the deal was selected by Deutsche
Bank.  COMM 2004-RS1 is supported by a static pool of 75.3% Re-
REMIC (Marquee 2004-1 Ltd.; see pre-sale report dated Oct. 13,
2004 for more information) and 24.7% CMBS assets.

Since close, the collateral has continued to perform.  The
weighted average rating factor has stayed the same at 2.46 ('A-
/BBB+').

The ratings of the classes A, B-1, and B-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes D, E, F, G, H, J, K, L, M, and N notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The ratings of the classes XP and IO notes only
address the likelihood of receiving interest payments while
principal on the related certificates remains outstanding.

Based on the stable performance of the underlying collateral,
Fitch affirms all rated liabilities issued by COMM 2004-RS1.

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


CONCENTRA OPERATING: June 30 Balance Sheet Upside-Down by $28 Mil.
------------------------------------------------------------------
Concentra Operating Corporation reported results for the second
quarter ended June 30, 2005.  The Company reported consolidated
Adjusted Earnings Before Interest Taxes Depreciation and
Amortization of $44,825,000 for the quarter, which compared to
$44,318,000 in EBITDA reported for the same period in 2004.
Concentra computes Adjusted EBITDA in the manner prescribed by its
bond indentures.  

Revenue for the second quarter of 2005 increased to $286,914,000
from $281,450,000 in the year-earlier period.  Operating income
grew 11% to $37,335,000 from $33,616,000 in the second quarter of
last year.  This increase in operating income primarily related to
a gain on the sale of certain assets of $1,426,000 during the
quarter and the fact that results for the prior year included
$2,502,000 in general and administrative expenses incurred in
connection with the Company's refinancing and dividend
transactions.

During the quarter, in connection with an audit of prior tax
years, Concentra also received a tax benefit of $10,217,000
associated with the resolution with the Internal Revenue Services
of an issue relating to the deductibility of previously incurred
transaction costs.  Including this benefit, net income for the
quarter was $23,628,000.  This compares with net income of
$3,590,000 for the same period in 2004.  The Company's prior-year
results included a loss on the early retirement of debt of
$11,815,000 related to the retirement of the majority of
Concentra's 13% Senior Subordinated Notes during the second
quarter of last year.

Concentra's revenue on a year-to-date basis increased to
$561,843,000 from $551,603,000 in the same period of 2004.
Including the charges and gains described above, operating income
increased 9% to $68,210,000 from $62,431,000 for the first six
months of 2004.  Net income for the first half of the year was
$32,811,000 versus $11,763,000 in the first half of 2004.  For the
year-to-date period, Adjusted EBITDA was $84,335,000, which
compares to $83,322,000 in the comparable period last year.

"During the quarter, our Health Services segment continued to
provide us with strong growth in revenue and earnings," said
Daniel Thomas, Concentra's President and Chief Executive Officer.
"Same-center visits increased 4.8% and, after considering
increases in our average revenue per visit, we were pleased to
achieve a same-center revenue growth rate of 6.6% during the
quarter.  These organic increases continue to be complemented by
exceptional levels of growth in our ancillary services and the
beneficial effects of our acquisitions.  When considering the
value that we believe our recently announced acquisition of
Occupational Health + Rehabilitation Inc ("OH+R") will bring to
this segment of our business, we are excited about our growth
prospects during coming years.

"Due primarily to the effects of the California Fee Schedule
change put into effect in early 2004, the loss of a significant
Network Services customer, which we reported last December, and
the other factors that we have previously discussed, our positive
Health Services results continue to be offset by a year-over-year
decrease in the revenue and earnings from our Network Services
segment.  Despite these current year trends, we are increasingly
optimistic about our long-term prospects in this portion of our
business.  In particular, we feel that our recently announced
acquisition of Beech Street Corporation and its preferred provider
organization offers us the opportunity to achieve significant new
revenue growth in both the group health and workers' compensation
portions of our Network Services segment," said Thomas.

Concentra recently announced that it had entered into definitive
agreements to acquire Beech Street and OH+R.  Beech Street is one
of the country's leading preferred provider organizations and has
approximately 400,000 physicians, 52,000 ancillary healthcare
providers and 3,800 acute-care hospitals within its provider
network.  OH+R is a publicly held corporation that provides
occupational health care services through 35 health centers
located predominately in the northeastern United States.  The
closings of both of these acquisitions, which are expected to
occur later this year, are subject to further documentation, the
satisfaction of pre-closing conditions, and the receipt of
required approvals.

Concentra currently anticipates that it will raise approximately
$157,500,000 in additional senior indebtedness during the third
quarter, will assume approximately $1,100,000 in capital leases,
and will utilize an estimated $59,400,000 of available cash to
finance its recently announced acquisitions of OH+R and Beech
Street.  On a combined basis, and excluding non-recurring items,
these companies reported approximately $128,600,000 in revenue and
$17,500,000 in EBITDA for the twelve-month period ending June 30,
2005.

At June 30, 2005, Concentra had $58,819,000 in unrestricted cash
and investments.  At the conclusion of the second quarter, the
Company had a Days Sales Outstanding of 57 days, which represented
the lowest level achieved in the Company's history.  For the
trailing twelve-month period ending June 30, 2005, Concentra had
net cash provided by operating activities of $115,122,000.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is the comprehensive outsource solution for
containing healthcare and disability costs. Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services.  Concentra
provides its services to approximately 136,000 employer locations
and 3,700 insurance companies, group health plans, third-party
administrators and other healthcare payors. T hrough its health
centers, Concentra has approximately 680 affiliated primary-care
physicians.  The Company also operates the FOCUS network, a
national workers' compensation provider network that includes
544,000 individual providers and over 4,400 acute-care hospitals
nationwide.

At June 30, 2005, Concentra Operating Corporation's balance sheet
showed a $28,842,000 stockholders' deficit, compared to a
$62,866,000 deficit at Dec. 31, 2004.


CREDIT SUISSE: Fitch Rates $7 Million Class B Certificates at BB+
-----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. home equity
mortgage trust 2005-3, is rated by Fitch Ratings:

     -- $300,120,300 class A-1, A-R, A-RL, and non-offered class P
        certificates 'AAA';

     -- $21,730,000 class M-1 certificates 'AA+';

     -- $10,870,000 class M-2 certificates 'AA';

     -- $18,860,000 class M-3 certificates 'A+';

     -- $9,840,000 class M-4 certificates 'A';

     -- $10,050,000 class M-5 certificates 'A-';

     -- $8,820,000 class M-6 certificates 'BBB+';

     -- $9,020,000 class M-7 certificates 'BBB';

     -- $6,760,000 class M-8 certificates 'BBB-';

     -- $7,170,000 class B-1 non-offered certificates 'BB+';

     -- $6,760,000 class B-1 non-offered certificates 'BB'.

The 'AAA' rating on the senior certificates reflects the 31.70%
total credit enhancement provided by the 5.30% class M-1, the
2.65% class M-2, the 4.60% class M-3, the 2.40% class M-4, the
2.45% class M-5, the 2.15% class M-6, the 2.20% class M-7, the
1.65% class M-8, the non-offered 1.75% class B-1, the non-offered
1.65% class B-2 and the 4.90% target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the primary servicing capabilities of Wilshire Credit
Corporation and Ocwen Loan Servicing, LLC and JPMorgan Chase Bank,
National Association as Trustee.

The mortgage pool consists of second lien fixed-rate subprime
mortgage loans with a cut-off date aggregate principal outstanding
balance of $383,440,579.  As of the cut-off date (July 1, 2005),
the weighted average loan rate is approximately 9.905%.  The
weighted average original term to maturity is 224 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $51,663.  The weighted average combined original
loan-to-value ratio is 97.4% and the weighted average Fair, Isaac
& Co. score was 683.  The properties are primarily located in
California (42.50%), Florida (6.97%) and Arizona (6.75%).

On the closing date, the depositor will deposit approximately
$26,559,721 into a pre-funding account.  The amount in this
account will be used to purchase subsequent mortgage loans after
the closing date and on or prior to Oct. 24, 2005.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


CUMULUS MEDIA: Reports Second Quarter Financial Results
-------------------------------------------------------
Cumulus Media Inc. (NASDAQ:CMLS) reported financial results for
the three and six months ended June 30, 2005.

                      Results of Operations

Net revenues for the second quarter of 2005 increased $1.1 million
to $87.4 million, a 1.3% increase from the second quarter of 2004,
primarily as a result of a 5.2% increase in local advertising
revenue, offset by a 17.7% decrease in national advertising
revenue.  For the quarter, revenue grew in 33 of the Company's
61 markets.

Station operating expenses increased $1.9 million to
$54.5 million, an increase of 3.6% over the second quarter of
2004.  During the second quarter of 2005, the Company launched its
second station in Houston, Texas (acquired on March 31, 2005).  
The increased expenses associated with the new Houston station,
coupled with promotional expenses associated with the first
quarter launch of the Company's rock station in Houston, were
significant drivers of the second quarter station operating
expense increase.  Excluding the effect of expenses attributable
to the Houston, Texas market, station operating expenses would
have increased by $1.1 million or 2.2% for the quarter.

Station operating income (defined as operating income before
depreciation and amortization, LMA fees, corporate general and
administrative expenses, non-cash stock compensation and
restructuring charges (credits)) decreased $0.8 million to
$32.9 million, a decrease of 2.3% from the second quarter of 2004.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions completed during the period as
if each were consummated at the beginning of the periods presented
and excludes the results of Broadcast Software International, net
revenues for the second quarter of 2005 increased $1.0 million to
$86.8 million, an increase of 1.1% from the second quarter of
2004.  In terms of revenue composition, pro forma local
advertising revenues increased approximately 5.2%, offset by a
17.7% decrease in pro forma national advertising revenues.

Pro forma station operating expenses increased $1.7 million to
$53.9 million, an increase of 3.2% over the second quarter of
2004.  This increase was primarily due to:

   1) expenses incurred associated with the second quarter launch
      of the Company's new station in Houston, Texas;

   2) promotional expenses incurred in the second quarter
      associated with the first quarter launch of the Company's
      rock station in Houston; and

   3) general expense increases associated with operating the
      Company's station portfolio.

Excluding the effect of expenses attributable to the Houston,
Texas market during the second quarter, pro forma station
operating expenses would have increased by $0.9 million or 1.8%
for the second quarter.

Pro forma station operating income (defined as operating income
(loss) before depreciation, amortization, LMA fees, corporate
general and administrative expenses, non-cash stock compensation
and restructuring charges (credits); and excluding the results of
Broadcast Software International) decreased $0.7 million to
$32.9 million, a decrease of 2.1% from the second quarter of 2004.

Non-cash stock compensation expense increased to $1.7 million for
the second quarter of 2005, as compared with a $0.1 million non-
cash stock compensation credit in the prior year. Non-cash stock
compensation recorded in the current period is primarily comprised
of:

   1) expense associated with 250,000 restricted shares of Class A
      Common Stock awarded to Lewis W. Dickey, Chairman and CEO,
      in April 2005, pursuant to his employment agreement dated
      October 14, 2004 ;

   2) expense associated with the additional 250,000 restricted
      shares of Class A Common Stock to be awarded to Mr. Dickey
      in each of 2006 and 2007, again pursuant to his employment
      agreement dated October 14, 2004; and

   3) expense associated with 145,000 restricted shares of
      Class A Common Stock issued to certain other officers of the
      Company during the second quarter of 2005.

Interest expense increased by $2.0 million or 43.2% to
$6.6 million for the three months ended June 30, 2005 as compared
with $4.6 million in the prior period.  This increase was
primarily due to:

   1) a $0.8 million loss recorded in the current quarter as an
      increase to interest expense related to the adjustment of
      the fair value of certain derivative instruments; and

   2) a higher average cost of bank debt and increased levels of
      bank debt outstanding during the current quarter.  

The current quarter interest expense increase is also amplified by
the effect of a $0.8 million gain recorded in the prior year as a
reduction of interest expense related to the adjustment of the
fair value of certain derivative instruments during that period.

Income tax expense increased by $0.5 million or 6.9% to
$7.0 million for the three months ended June 30, 2005 as compared
with $6.6 million in the prior period.  Tax expense in the current
and prior year is comprised entirely of deferred tax expense and
relates primarily to the establishment of valuation allowances
against net operating loss carry-forwards generated during the
periods.

Excluding the effects of non-cash stock compensation expense,
basic income per common share was $0.15 for the three months ended
June 30, 2005.  Diluted income per common share, excluding the
effect of non-cash stock compensation, was also $0.15. As-reported
basic income per common share was $0.13 for the three months ended
June 30, 2005, as compared with basic income per common share of
$0.19 during the prior year.  As-reported diluted income per
common share was $0.12 for the three months ended June 30, 2005 as
compared with diluted income per common share of $0.18 in the
prior year.

                 Six Months Ended June 30, 2005

Net revenues for the six months ended June 30, 2005 increased
$7.8 million to $159.6 million, a 5.1% increase from the same
period in 2004, primarily as a result of revenues associated with
station acquisitions completed in March 2004 (Rochester, Minnesota
and Sioux Falls, South Dakota).

Station operating expenses increased $6.1 million to
$105.0 million, an increase of 6.2% over the same period in 2004,
primarily as a result of expenses associated with station
acquisitions completed in March 2004.  Station operating expenses
also increased due to:

   1) expenses incurred associated with the second quarter launch
      of the Company's new station in Houston, Texas;

   2) promotional expenses incurred in the second quarter
      associated with launch of the Company's rock station in
      Houston, Texas; and

   3) general expense increases associated with operating the
      Company's station portfolio.

Excluding the effect of expenses attributable to the Houston,
Texas market, station operating expenses would have increased by
$5.4 million or 5.6% for the six months ended June 30, 2005.

Station operating income (defined as operating income before
depreciation and amortization, LMA fees, corporate general and
administrative expenses, non-cash stock compensation and
restructuring charges (credits)) increased $1.7 million to
$54.5 million, an increase of 3.2% from the same period in 2004.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions completed during the six month
period as if each were consummated at the beginning of the periods
presented and excludes the results of Broadcast Software
International, net revenues for the six months ended June 30, 2005
increased $3.2 million to $158.5 million, an increase of 2.1% from
the same period in 2004.  In terms of revenue composition, pro
forma local advertising revenues increased approximately 5.4% for
the period, offset by a 11.3% decrease in pro forma national
advertising revenues.

Pro forma station operating expenses increased $2.2 million to
$104.1 million, an increase of 2.2% over the same period in 2004.
This increase was primarily due to:

   1) expenses incurred associated with the second quarter launch
      of the Company's new station in Houston, Texas;

   2) promotional expenses incurred in the second quarter
      associated with the first quarter launch of the Company's
      rock station in Houston, Texas; and

   3) general expense increases associated with operating the
      Company's station portfolio.

Excluding the effect of expenses attributable to the Houston,
Texas market, pro forma station operating expenses would have
increased by $1.6 million or 1.6% for the six months ended June
30, 2005.

Pro forma station operating income (defined as operating income
(loss) before depreciation, amortization, LMA fees, corporate
general and administrative expenses, non-cash stock compensation
and restructuring charges (credits); and excluding Broadcast
Software International) increased $1.0 million to $54.5 million,
an increase of 1.8% from the same period in 2004.

Non-cash stock compensation expense increased to $1.7 million
for the six months ended June 30, 2005, as compared with a
$0.2 million non-cash stock compensation credit in the prior year.
Non-cash stock compensation recorded in the current period is
primarily comprised of:

   1) expense associated with 250,000 restricted shares of Class A
      Common Stock awarded to Lewis W. Dickey, Chairman and CEO,
      in April 2005, pursuant to his employment agreement dated
      October 14, 2004;

   2) expense associated with the additional 250,000 restricted
      shares of Class A Common Stock to be awarded to Mr. Dickey
      in each of 2006 and 2007, again pursuant to his employment
      agreement dated October 14, 2004; and

   3) expense associated with 145,000 restricted shares of Class A
      Common Stock issued to certain other officers of the Company
      during the second quarter of 2005.

Interest expense increased by $1.7 million or 16.4% to
$11.8 million for the six months ended June 30, 2005 as compared
with $10.1 million in the prior period. This increase was
primarily due to:

   1) a higher average cost of bank debt and increased levels of
      bank debt outstanding during the current year; and

   2) a $0.7 million loss recorded in the current year as an
      increase to interest expense related to the adjustment of
      the fair value of certain derivative instruments.  

The current year interest expense increase is also amplified by a
$0.4 million gain recorded in the prior year as a reduction of
interest expense related to the adjustment of the fair value of
certain derivative instruments during the period.

Income tax expense increased $0.7 million to $13.5 million during
the six months ended June 30, 2005, as compared with $12.8 million
during the prior year.  Tax expense incurred in the current and
prior year, comprised entirely of deferred tax expense, was
recorded to establish valuation allowances against net operating
loss carry-forwards generated during the periods.

Excluding the effects of non-cash stock compensation expense,
basic and diluted income per common share was $0.16 for the six
months ended June 30, 2005.  As-reported basic and diluted income
per common share was $0.14 for the six months ended June 30, 2005
as compared with as-reported basic and diluted loss per common
share of $0.16 during the prior year.

                    Share Repurchase Program

On September 28, 2004, the Company announced that its Board of
Directors had authorized the purchase, from time to time, of up to
$100 million of its Class A Common Stock.

Since March 31, 2005, the Company completed the repurchase of
2,452,159 shares of Class A Common Stock for $30.0 million, at an
average repurchase price per share of $12.21. Including
repurchases completed in prior periods, the Company has
cumulatively repurchased a total of 3,456,588 shares of Class A
Common Stock for $44.6 million under the Board authorized program.

                New $800 Million Credit Facility

On July 14, 2005, the Company completed the arrangement and
syndication of a new $800.0 million credit facility with J.P.
Morgan Securities Inc. and Bank of America Securities LLC as joint
arrangers.

The new credit facility provides for a revolving credit commitment
of $400.0 million and a $400.0 million term loan.  The proceeds of
the term loan facility, fully funded on July 14, 2005, and
drawings on that date of approximately $123.0 million on the
revolving credit facility, were used primarily to refinance
amounts outstanding under the Company's pre-existing credit
facility.

                 Leverage and Financial Position

Capital expenditures for the three months ended June 30, 2005
totaled $1.9 million and were comprised entirely of maintenance
related capital expenditures.  For the full year of 2005, we
continue to expect capital expenditures to total approximately
$7.0 million.

Leverage, defined under the terms of the Company's credit facility
as total indebtedness divided by trailing 12-month Adjusted EBITDA
as adjusted for certain non-recurring expenses, was 4.9x at
June 30, 2005.

Including borrowings to fund the share repurchases completed in
July and August 2005, the ratio of net long-term debt to trailing
12-month pro forma Adjusted EBITDA as of June 30, 2005 is
approximately 5.2x.

                             Outlook

Cumulus expects third quarter 2005 pro forma net revenue to grow
2% versus the prior year.  The Company also expects third quarter
2005 pro forma station operating expenses to grow by 2%.  Further,
the following table summarizes selected projected financial
results for the third quarter of 2005 (dollars in thousands):


                                                 Estimated
                                                  Q3 2005
                                                -----------
      Depreciation and amortization               $5,600
      LMA fees                                     $150
      Non-cash stock compensation                  $850
      Interest expense                            $6,100
      Interest income                             $(100)
      Loss on early extinguishments of debt       $1,300
      Income tax expense (non cash)               $7,200

Cumulus Media Inc. is the second largest radio company in the
United States based on station count.  Giving effect to the
completion of all announced pending acquisitions and divestitures,
Cumulus Media Inc. will own and operate 310 radio stations in 61
mid-size and smaller U.S. media markets.  The Company's
headquarters are in Atlanta, Georgia, and its web site is
http://www.cumulus.com/ Cumulus Media Inc. shares are traded on  
the NASDAQ National Market under the symbol CMLS.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's Investors Service assigned Ba3 ratings to Cumulus Media's
$75 million senior secured term loan F and $75 million increase to
its existing revolving credit facility.  Moody's also assigned Ba3
ratings to $415 million in senior secured term loans.  This rating
assignment incorporates Cumulus' amendment to its bank credit
facilities, which redistributed debt between existing term loans.  
Moody's affirmed all existing ratings, and changed the outlook to
positive.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services assigned a 'B+' rating to
Cumulus Media Inc.'s $150 million increase to its bank credit
facility, consisting of a $75 million addition to its existing
revolving credit loan maturing March 2009 and a $75 million term
loan F maturing March 2010.  

Borrowings under the loans will be used to fund the company's
$100 million share buyback program.  A recovery rating of '3' was
also assigned to the company's proposed and existing credit
facilities, indicating the likelihood of a meaningful recovery of
principal (50%-80%) in the event of bankruptcy or default.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on Cumulus.  S&P says the outlook is
stable.


DAVIS PIPELAYER: Case Summary & 31 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Davis Pipelayer, Inc.
             5221 E. Harrison
             Harlingen, Texas 78550

Bankruptcy Case No.: 05-21192

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
Daniel Edward Davis                              05-21194

Type of Business: The Debtor designs and sells cranes.
                  See http://www.davispipelayer.com/

Chapter 11 Petition Date: August 8, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Shelby A. Jordan, Esq.
                  Jordan Hyden Womble and Culbreth, P.C.
                  500 North Shoreline, Suite 900 North
                  Corpus Christi, Texas 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

                            Total Assets             Total Debts
                            ------------             -----------
Davis Pipelayer, Inc.       $12,884,960                 $890,771

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Daniel Edward Davis         $1 Million to        $500,000 to
                            $10 Million          $1 Million

A. Davis Pipelayer, Inc.'s 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Harlingen Steel, L.L.C.       Goods and/or services     $298,276
5201 E. Harrison
Harlingen, TX 78550

Alamo Bank of Texas           MDL# 3900                  $45,000
2318 E. Harrison              Manitowoc 60 Ton
Harlingen, TX 78550           Crane S/N #3990
                              Value of security:
                              $35,000

Robway Crane Safety, Inc.     Goods and/or services      $32,916
5221 E. Harrison
Harlingen, TX 78550

MPC Studios                   Goods and/or services      $16,616

Feroy Company                 Goods and/or services       $1,265

American Coating              Goods and/or services       $1,182

McMasters-Carr                Goods and/or services         $612

UPS Supply Chain Solutions    Goods and/or services         $210

Amigo Bolt & Supply Company   Goods and/or services         $180

UPS                           Goods and/or services         $107

Valley Payroll Services       Payroll Services               $66

B. Daniel Edward Davis's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Alamo Bank of Texas           Personal guarantee        $320,184
2318 E. Harrison              on Note of Davis
Harlingen, TX 78550           Pipelayer, Inc.

D.E.R. Auctions, Ltd.         Promissory Note           $300,000
Attn: David E. Ritchie
6500 River Road
Richmond, B.C, Canada V6X4G5

Oilfield Power & Supply Co.   Unsecured Note to         $237,717
P.O. Box 79241                Davcrane, Inc. and
Houston, TX 77279             Daniel E. Davis

Laney, J. Marcus              Personal loan             $230,000
2031 Humble Place Drive
Humble, TX 77338

Texas State Bank              Guarantee on Note         $204,204
3900 North 10th, 3rd Floor    of Davcrane, Inc.
Mcallen, TX 78501

Alamo Bank of Texas           Personal guarantee        $121,500
                              on Note of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee         $71,447
                              on Note of Davis
                              Pipelayer, Inc.

Alamo Bank of Texas           Personal guarantee         $45,160
                              on Note of Davis
                              Pipelayer, Inc.

Sanchez, Dennis               Personal Loan              $40,000

Alamo Bank of Texas           Personal guarantee         $38,000
                              on Note of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee         $32,143
                              on Note of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee         $30,000
                              on Note of
                              Harlingen Steel, L.L.C.

Texas State Bank              Guarantee on Note          $24,791
                              of Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee         $15,543
                              on Note of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee         $11,976
                              on Note of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee         $10,000
                              on Note of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee          $6,450
                              on Note of
                              Davcrane, Inc.

Texas State Bank              Guarantee on Note           $4,699
                              of Davcrane, Inc.

Office Depot Credit Plan      Guarantee on                $1,646
                              account of
                              Davcrane, Inc.

Alamo Bank of Texas           Personal guarantee             $57
                              on Note of
                              Davcrane, Inc.


DIVINE INC: Trustee Wants Until Sept. 19 to Object to Claims
------------------------------------------------------------
James B. Boles, the Liquidation Trustee of Divine, Inc., n/k/a
Enivid, Inc., and its debtor-affiliates, asks the U.S. Bankruptcy
Court for the District of Massachusetts to extend until September
19, 2005, his deadline to object to claims filed by creditors in
the companies' chapter 11 proceedings.

To date, the Trustee has filed eleven omnibus objections and
several individual objections to claims.  Mr. Boles is currently
involved in on-going negotiations with several claimants,
including taxing authorities, and resolving outstanding issues
regarding their claims.  The Trustee may need to file further
claim objections if the negotiations prove unsuccessful.

Divine, Inc., an affiliate of RoweCom Inc., is an extended
enterprise company, serving to make the most of customer,
employee, partner, and market interactions, and through a holistic
blend of technology, services, and hosting solutions, to assist
its clients in extending their enterprise.  The Company filed for
chapter 11 protection on February 25, 2003 (Bankr. Mass. Case No.
03-11472).  Christopher J. Panos, Esq., at Craig and Macauley,
P.C., represents the Official Committee of Unsecured Creditors.
Richard E. Mikels, Esq., Kevin J. Walsh, Esq., Adrienne K. Walker,
Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo and J.
Douglas Bacon, Esq., Stephen R. Tetro, Esq., and Adam R. Skilken,
Esq., represent the Debtors.  When the Debtors filed or protection
from their creditors, they listed $271,372,593 in total assets and
$191,957,065 in total debts.


DOMTAR INC: S&P Rates US$400 Million Sr. Unsecured Notes at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to paper producer Domtar Inc.'s new US$400 million senior
unsecured notes due in 2015.  Proceeds from the new issue will be
used to refinance existing debt and improve liquidity.  The
outlook on Domtar is stable.
     
The ratings on Montreal, Quebec-based Domtar reflect the company's
exposure to:

   * cyclical paper prices,
   * aggressive debt leverage, and
   * a declining cost position due to a stronger Canadian dollar.

These risks are partially offset by good fiber and energy
integration, and some revenue diversity.
     
"Domtar's credit metrics are not recovering as much as we had
originally expected, and demand for uncoated freesheet paper
appears weak," said Standard & Poor's credit analyst Daniel
Parker.  "Domtar's earnings have been materially affected by the
appreciation of the Canadian dollar, and other cost pressures
such as fiber, freight, and energy.  Softwood lumber duties have
been an additional burden," Mr. Parker added.
     
At June 30, 2005, trailing 12-month EBITDA to interest coverage
was 3.3x, while funds from operations to total debt was about 14%.
Total debt to capital is about 56% (adjusted for operating leases
and off-balance-sheet receivables securitizations) and total
adjusted debt to EBITDA is about 4.9x.  Standard & Poor's expects
these measures will improve in 2005, as pricing is expected to be
better than full-year 2004.  The company is also targeting C$100
million in cost improvements, and has already achieved C$60
million toward this goal.
     
The company's profitability has been weak for several years
(return on capital has averaged about 6% in the past five years).
The company has focused on reducing costs and has limited capital
spending to about C$225 million per year for the past three years,
which is about 60% of depreciation.  Despite the spending
discipline, Domtar has struggled to generate free cash flow
(negative C$63 million in the past 12 months).  The company has
some financial flexibility with assets that could be sold to
reduce debt.  S&P believes, however, that Domtar will not sell
assets for the sole purpose of reducing debt.  Standard & Poor's
expects leverage to be modestly reduced in 2005, and the company's
medium-term target is a debt-to-capital ratio of 45%.
     
With 50% of its production located in Canada and 75% of its sales
to the U.S., Domtar's cost position is materially affected by the
foreign exchange rate of the Canadian dollar.  The relatively high
Canadian dollar (currently about 83 U.S. cents) represents about a
15% increase on the Canadian export margins; the Canadian dollar
averaged 70 U.S. cents to 2005 from 2000.  Domtar recently
announced the temporary closure of 150,000 tonnes of pulp and
85,000 tonnes of paper capacity in Canada, and will eliminate
about 790 jobs.  These initiatives are intended to improve
profitability by about C$100 million in 2005.  Nevertheless, other
cost pressures including fiber, freight, and energy continue to
pressure operating margins.
     
The outlook is stable.  If uncoated freesheet prices slide in the
second half of 2005 and the Canadian dollar appreciates, Domtar
will be severely challenged to improve its earnings and cash flow.
The current ratings can tolerate several quarters of weak earnings
and cash flow generation, but any further deterioration in
operating margins, or negative free cash generation would pressure
the ratings or outlook, however.


DPAC TECH: Development Capital Commits $500,000 Bridge Financing
----------------------------------------------------------------
Development Capital Ventures LP has provided DPAC Technologies
Corp. (Pink Sheets:DPAC) with a $500,000 secured, convertible
loan.  DCV holds 100% of the preferred stock of QuaTech.  
Simultaneously, DPAC has made QuaTech, through a license with DCV,
the exclusive worldwide licensee for Airborne(TM) wireless
products and the parties have amended their previously announced
definitive merger agreement to remove certain conditions to close
the transaction and to fix the exchange ratio between the parties.

                       Bridge Financing

The DCV loan carries an annual interest rate of 12%, is secured by
all the assets of DPAC and is due in full at the end of six
months, or Feb. 3, 2006.  The note is convertible at DCV's option
into 3,289,473 shares of DPAC common stock.  The note
automatically converts into DPAC common stock upon the closure of
the merger with QuaTech.  An additional 1,644,736 shares of DPAC
common stock are issuable upon the closure of the merger with
QuaTech and the conversion of the note to common stock.

                        Merger Update

DPAC intends to move forward to complete the merger with QuaTech
as soon as possible.  To facilitate the closing of the merger, the
amendment to the merger agreement provides for the removal of
certain conditions to closing the merger, including provisions
related to additional financing terms, minimum cash and working
capital requirements and Nasdaq listing efforts.  The amendment
also fixes the final exchange ratio for the issuance of DPAC
shares such that DPAC's current shareholders will own
approximately 34% of the post merger company, while QuaTech
shareholders, including DCV, will own approximately 66% of the
combined company.  DCV will own approximately 50% of the post
merger company.  The parties intend to file an S-4 registration
statement with the SEC within the next several weeks.  Upon the
registration statement being declared effective by the SEC, the
documents will be mailed to shareholders to seek shareholder
approval of the merger, along with other related proposals related
to the merger.

                        License Agreement

The license agreement is effective Aug. 5, 2005, and, pending the
anticipated merger, provides QuaTech, as the sub-licensee of DCV,
the exclusive worldwide right to sell, distribute and manufacture
DPAC's Airborne(TM) wireless products, to create and develop
additional wireless products using DPAC's technology and to use
the DPAC and Airborne(TM) names in exchange for a royalty to DPAC
on each unit sold.  Also on Aug. 5, 2005, in conjunction with the
license, QuaTech will hire certain existing DPAC sales and
engineering and management employees.  DPAC will retain three
employees, including CEO Kim Early and CFO Steve Vukadinovich, who
will oversee the process of seeking shareholder approval and
completion of the merger.

Kim Early, DPAC's Chief Executive Officer, commented, "DPAC has
encountered a number of challenges over the past several months
with respect to the sufficiency of our financial resources and our
Nasdaq listing status, among others.  This bridge loan, license
agreement and accompanying amendment to the merger agreement
demonstrates the commitment of DPAC, DCV and QuaTech to address
those challenges and complete the merger.  We believe these
actions best serve all the constituencies of DPAC and enable us to
move forward quickly and aggressively to focus on completing the
merger and growing the combined business," concluded Mr. Early.

QuaTech, Inc., -- http://www.quatech.com/-- a privately-held  
company, is an industry performance leader in device networking
and connectivity solutions.  Through design, manufacturing and
support, QuaTech maintains the highest levels of reliability and
performance. Satisfied customers include OEMs, VARs and System
Integrators, as well as end-users in many industries, including
banking, retail/POS, access control, building automation and
security, and energy management.  QuaTech is a leading supplier of
data connectivity products to financial institutions, serving five
of the top 10 U.S. banks.  Founded in 1983 and headquartered in
Hudson, Ohio, QuaTech sells and supports its solutions both
directly and through a global network of resellers and
distributors.

Headquartered in Chantilly, Virginia, Development Capital Ventures
is a Small Business Investment Company licensed and regulated by
the Small Business Administration under the Small Business Act of
1958 as amended.  Development Capital Ventures provides financing
to manufacturing, distribution, and business-to-business service
companies.

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.


E*TRADE FINANCIAL: Moody's Affirms B1 Senior Unsecured Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all outstanding ratings of
E*Trade Financial Corporation ("E*Trade"; long-term senior debt at
B1) and its lead bank subsidiary, E*Trade Bank (long-term deposits
at Ba2; other senior obligations at Ba3).  The rating outlooks
remain stable.  

The rating actions were prompted by E*Trade's announcement that it
had agreed to acquire for $700 million in cash the Harrisdirect
on-line brokerage operation of the Bank of Montreal.  The company
is expected to fund the acquisition with $250 million of its
current cash balances and $450 million of additional debt or
hybrid securities.  E*Trade will be targeting annualized pre-tax
operating synergies of $186 million, including $114 million of
cost saves.

The rating agency believes that the acquisition is consistent with
E*Trade's retail-oriented strategy and hybrid broker/bank business
model.  Before possible attrition, Harrisdirect will add 430,000
active accounts with attractive customer demographics and $32
billion in customer assets, including $5 billion of customer cash
that E*Trade will look to profitably leverage within its retail
bank.

Moody's noted that although the acquisition will result in a
material increase in debt, parent-company leverage and double
leverage, E*Trade's overall credit metrics and debt-service
capacity remain acceptable for the current ratings level.  

However, the rating agency cautioned that E*Trade's role as an
industry consolidator could potentially result in degradation of
the firm's credit metrics in the future.  To mitigate downward
rating pressure, future acquisitions must include a material
component of equity within the funding structure.  The rating
agency also said that for the ratings to go up, E*Trade must
demonstrate progress reducing its post-acquisition leverage,
continue to reduce cross-cycle earnings volatility and effectively
manage the inherent interest rate risk of its growing bank balance
sheet.

Ratings affirmed include:

E*Trade Financial Corporation:

   * Senior Unsecured B1
   * LT Issuer Rating B1

E*Trade Bank:

   * LT Bank Deposits Ba2
   * LT OSO Ba3
   * LT Issuer Rating Ba3
   * Bank Financial Strength D
   * ST Bank Deposits NP
   * ST OSO NP

E*TRADE Financial Corporation, a financial holding company
headquartered in New York, New York reported $34.9 billion in
assets at June 30, 2005.  The company is one of the largest on-
line securities brokerage firms in the U.S. and offers retail
banking products to its on-line customers through its E*Trade
Bank, a federal savings bank regulated by the Office of Thrift
Supervision.


E*TRADE FINANCIAL: S&P Affirms B+ Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on E*TRADE
Financial Corp. (E*TRADE) to stable from positive.  At the same
time, Standard & Poor's affirmed its 'B+' long-term counterparty
credit rating on E*TRADE Financial Corp and its 'BB/Stable/B'
counterparty credit rating on E*TRADE Bank.
      
"The outlook change reflects E*TRADE's increased financial
leverage and decreased liquidity as a result of the company's
announced acquisition of Harrisdirect for $700 million," said
Standard & Poor's credit analyst Helene De Luca.

The transaction funding includes the use of cash and debt, which
greatly curtails financial flexibility at E*TRADE.  Financial
leverage (adjusted net assets-to-adjusted total equity) is
expected to increase to approximately 28x on a pro forma basis
from 20x at June 30, 2005, as E*TRADE takes on more assets and
tangible equity declines due to acquired goodwill and intangibles.
After funding the transaction and excluding cash at regulated
entities, free cash at the holding company is expected to drop
significantly relative to historic levels and as a result,
contribute to the lowered liquidity.

Additionally, S&P believes that E*TRADE will have limited capacity
to issue debt for future acquisitions in this intensely
competitive industry where competitors are seeking scale and
strength through consolidation plays.
     
These negative factors are partially offset by the positive
aspects of the strategic gains provided by the Harrisdirect
acquisition.  Additional positive factors include E*TRADE's
diversified revenue streams and improving consolidated operating
margins, which hit a high during the quarter ended June 30, 2005,
reflecting the benefits of E*TRADE's integrated model and leverage
of technology.
     
Further declines in capital adequacy or liquidity measures could
put additional pressure on the company's ratings.  Conversely,
restoration of these measures with continuing improvement of
operating margins would be viewed positively.


FIDELITY NATIONAL: Fitch Holds Sr. Secured Credit Facility at BB-
-----------------------------------------------------------------
Fitch Ratings affirmed the 'A-' insurer financial strength ratings
of the title insurance underwriting subsidiaries of Fidelity
National Financial, Inc. and the 'BBB-' long-term issuer rating of
FNF, removing the ratings from Rating Watch Negative.  In
addition, Fitch affirmed the 'BB-' rating to the senior secured
credit facility entered into by FNF's subsidiary, Fidelity
National Information Services.  All ratings have a Stable Rating
Outlook.

The rating action that placed FNF's ratings on Stable Outlook was
based on the company's capitalization plans for the title
insurance operation.  During the third quarter of 2005, FNF will
restructure its title operations by forming a downstream title
holding company, Fidelity National Title Group.  FNF will
distribute a minority interest of 17.5% to existing FNF
stockholders while maintaining the majority 82.5% interest in FNT.

The capitalization plan for FNT includes $150 million of bank debt
and $500 million in intercompany debt, effectively pushing down
FNF's debt obligations to FNT.  Pro forma debt-to-total capital as
of June 30, 2005 is expected to be 22%, otherwise the title
operations will be unchanged by the restructuring.  The title
insurance operations represent the largest business for FNF at
approximately 70% of total revenue.

FNF's title operations have national scope and industry leading
market share at approximately 30% at year-end 2004.  The company
also has leading market share in the four states producing the
greatest title insurance revenue, California, Florida, Texas, and
New York.  Fidelity Title has historically shown better than
industry average profitability, which is both a product of strong
market share and attention to expense control.  The company's
expenses as a percentage of premium are the best among national
title insurers.

After the FNT spin off, FNF will effectively have no debt and
approximately $600 million in cash.  Consequently, future rating
actions could potentially be influenced by acquisitions at FNF and
added leverage.

In March 2005, FNF segregated its information services from its
title operations in an effort to bring clarity and possibly
improve the stock valuation.  In the recapitalization, FIS
borrowed $2.8 billion on a secured basis from a consortium of
lenders and distributing nearly all the proceeds to FNF.

Additionally, FNF sold a 25% interest in FIS to Thomas H. Lee
Partners and Texas Pacific Group, allowing FNF to maintain
controlling interest in FIS and establish a valuation of FIS.  
Currently, FIS has a debt-to-total capitalization in excess of
80%.

FIS provides technology solutions, processing services, and
information services to the financial services and real estate
industries.  Favorable considerations in the FIS rating included
the company's leading market share in core processing systems to
large banks, good retention over a diversified base of customers,
and expectations for strong cash flow generation.

The following are removed from Rating Watch Negative and have a
Stable Rating Outlook by Fitch:

    Fidelity National Title Insurance Co.
    Ticor Title Insurance Co. of FL
    Alamo Title Insurance Co. of TX
    Nations Title Insurance of NY
    Chicago Title Insurance Co.
    Chicago Title Insurance Co. of OR
    Security Union Title Insurance Co.
    Ticor Title Insurance Co.
    National Title Insurance Co. of NY

       -- Insurer financial strength affirmed at 'A-'.

   Fidelity National Financial Inc.

       -- Long-term issuer affirmed at 'BBB-'.

   Fidelity National Information Services, Inc.

       -- Senior secured credit facility affirmed at 'BB-'.


FLINTKOTE COMPANY: Court Okays Asbestos PI Settlement Fund
----------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware gave her stamp of approval to The
Flintkote Company and Flintkote Mines Limited's request to
establish a qualified settlement fund pursuant to Section 468B
of the Internal Revenue Code and Treasury Regulation Section
1.468B-1-4.  The fund will serve as a repository of certain funds
which will ultimately be paid to holders of allowed asbestos
claims.

                 Fund Purpose and Need

As previously reported, Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., in Wilmington,
Delaware, told the Court that the establishment of the Fund may
also facilitate insurance coverage settlement negotiations with
Flintkote's insurers by providing a mechanism to assure that funds
paid under certain settlement circumstances will be used for
claims resolutions costs.  

The Debtors, the Asbestos PI Committee and the Futures
Representative intend to file a chapter 11 plan that will provide
for the amounts in the Fund to be assigned or contributed into a
trust established pursuant to Sec. 524(g) of the Bankruptcy Code
to resolve asbestos personal injury claims.

Ms. Jones asserted that the Debtors need the Fund because certain
funds received from insurers is considered income for federal and
state tax purposes.  In tax years prior to 2005, expenditures made
to resolve claims were available as deductions from the taxable
insurance recovery income.  Having filed for bankruptcy
protection, however, and absent a confirmed plan or
reorganization, Flintkote cannot yet expend funds to resolve
claims to get deductions from insurance proceeds income.  As a
general rule, a taxpayer is not permitted to take a deduction for
amounts paid to defend or satisfy tort-based liabilities until the
taxpayer actually pay those liabilities.  

Without the court's order, the Debtors would likely have
to recognize the receipt of insurance funds as income and pay
taxes on those funds.  

            Asbestos Claims & Insurance Settlement Fund

There are currently in excess of 155,000 asbestos personal injury
claims asserted against the Debtors.  The Debtors, the Asbestos PI
Committee, and the Futures Representative, anticipate that the
Debtors' aggregate liability for asbestos personal injury claims
is likely to exceed their aggregate assets, including rights to
insurance.

In Nov. 2004, the Debtors received cash and marketable securities
with a market value of approximately $90 million pursuant to a
prepetition insurance coverage settlement.

                       Fund Administration

The Debtors will establish the Fund as a segregated account at
Wachovia Bank Safekeeping.  The Debtors will deposit the Insurance
Settlement and other subsequently received Fund Assets into the
Fund.  The Debtors want Eric Bower, their Executive Vice President
and Chief Financial Officer, and David Gordon, Flintkote's Chief
Executive Officer and Mines' President and Secretary, to
administer the Fund.  The Administrators can invest the amounts
deposited in the Fund  

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.


FLINTKOTE COMPANY: Wants More Time to File Chapter 11 Plan
----------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file and solicit acceptances of a chapter 11
plan.  The Debtors want until Dec. 29, 2005, to file a plan and
until Feb. 27, 2006, to solicit acceptances of that plan.

The Official Committee of Asbestos Personal Injury Claimants and
James J. McMonagle, Esq., at Vorys, Sater, Seymour and Pease LLP,     
the legal representative for future asbestos personal injury
claimants, support the Debtors' request.

The Debtors relate that they are working closely with the Asbestos
Committee and Mr. McMonagle to design and propose a joint plan of
reorganization which will be beneficial to all parties-in-
interest.  On July 8, the Debtors presented a draft of a proposed
chapter 11 plan to the Committee and the Futures Representative
for review and input.

The Debtors are currently waiting to receive comments from the two
parties.  The Flintkote entities say they are willing to negotiate
and modify, if necessary, the content of the proposed plan.

In addition, the Committee and Mr. McMonagle have agreed to
prepare drafts of the Section 524(g) trust agreement and related
trust distribution procedures to be incorporated in the proposed
joint plan.

Flintkote adds that it is working diligently to collect
outstanding insurance receivables from solvent and insolvent
insurers.  The Debtors are also investigating the nature and
extent of other potential estate assets that may be available for
distribution to creditors.  At the same time, the Debtors are also
assessing the validity and amount of their non-asbestos
liabilities.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on April
30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E. O'Neill,
Esq., Laura Davis Jones, Esq., and Sandra G. McLamb, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represent
the Debtors in their restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of more than $100 million.


FLINTKOTE COMPANY: Wants Removal Period Extended to February 27
---------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited, ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
extend the time within which they can remove actions through and
including February 27, 2006.  This is Mine's third and Flintkote's
fourth request for an extension.

As previously reported in the Troubled Company Reporter on June 3,
2005, Judge Judith K. Fitzgerald extended the removal period to
Aug. 30, 2005.

The Debtors believe that the extension to remove pre-petition
actions will preserve the estates' existing rights while the
Debtors, the Official Committee of Asbestos Personal Injury
Claimants and the Future Claimants Representative can work
together to fashion the joint plan of organization, disclosure
statement and related trust documents, that will determine the
treatment accorded to all of the Debtors' creditors.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.


GENESIS WORLDWIDE: Hires Forensic Accounting as Consultant
----------------------------------------------------------
Genesis Worldwide, Inc., its debtor-affiliates and the Official
Committee of Unsecured Creditors in their chapter 11 cases, ask
the U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, for permission to employ Forensic Accounting
Consultants, PC, as a consultant, nunc pro tunc to August 3, 2005.

Forensic Accounting will assist the Debtors and the Committee in
analyzing evidence regarding accounting and other issues related
to the Debtor's acquisition of Precision Industrial Corporation.

Genesis Worldwide purchased all of outstanding capital stock of
Precision Industrial, a supplier of capital equipment for
processing metal, on June 30, 1999, for:

      * $39,295,000 in cash;

      * 500,000 common shares of the Company;

      * a 12% Junior Subordinated Note in the principal amount of
        $15,000,000 due on December 31, 2007; and

      * an 8% Special Junior Subordinated Note in the principal
        amount of $840,000 due June 30, 2002.

In June 2003, the Debtors and the Committee jointly filed an
adversary proceeding against Three Cities Research, Inc., the
representative of Precision Industrial's selling stockholders.  
The lawsuit seeks damages arising from a leveraged buy-out
transaction.  The adversary case remains pending with the
Bankruptcy Court.

The hourly rates for Forensic Accounting's professionals are:

        Designation                     Hourly Rate
        -----------                     -----------
        Principals                         $250
        Senior Staff                       $150
        Staff                              $100

Victor C. Moore, a principal at Forensic Accounting and the lead
professional in this engagement, assures the court that his firm
does not hold or represent any interest adverse to Debtors or
their estates, and that his Firm is a "disinterested persons" as
that term is defined in section 101(14) of the Bankruptcy Code.

Forensic Accounting Consultants, PC, is a professional service
company in the growing field of forensic accounting consulting and
investigation.  With a consulting team that has a combined
experience of several hundred years, the Firm brings together the
most comprehensive forensic accounting services in the industry.

Mr. Moore has more than 25 years experience in professional
services, finance and management.  His professional services
experience includes attest services, consulting and litigation
support.  His litigation consulting and expert witness work has
included areas such as securities fraud, professional malpractice,
business fraud, and calculation of and refuting of damage claims.

Headquartered in Dayton, Ohio, Genesis Worldwide Inc., fka The
Monarch Machine Tool Company, engineers and manufactures high
quality metal coil processing and roll coating and electrostatic
oiling equipment.  Genesis Worldwide and its debtor-affiliates
filed for chapter 11 protection on September 17, 2001 (Bankr. S.D.
Ohio Case No. 01-36605).  Nick V. Cavalieri, Esq., at Bailey
Cavalieri LLC, represents the Debtors in their chapter 11
proceedings.


GENESIS WORLDWIDE: Wants Plan Filing Period Stretched to Dec. 30
----------------------------------------------------------------
Genesis Worldwide, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, to extend until December 30, 2005, the time within which
they have the exclusive right to file a plan of reorganization and
disclosure statement.  The Debtors also wants the Court to extend
their exclusive period to solicit plan acceptances through
February 23, 2006.

The Debtors report that they have achieved significant progress in
their chapter 11 cases:

     1) they have completed the sale of substantially all of their
        assets to Pegasus Partners II, L.P., and KPS Special
        Situations Fund, L.P.    

     2) they have settled more than 250 preference claims,
        resulting in payments due of approximately $2 million and
        claims waivers of $2.5 million.  

Twenty-six adversary proceedings remain pending on the Court's
docket.  The adversary proceeding against Three Cities Research,
Inc. is the single largest single asset remaining in the Debtor's
estate.

The Debtors tell the Court that no reorganization plan can be
formulated and confirmed until the Three Cities litigation is
resolved.  Any recovery for the creditors of the estate, the
Debtors say, depends on the outcome of the litigation.

The Debtors add that they presently cannot confirm a plan of
reorganization because of cash constraints.  As of June 30, 2005
the Debtors have cash on hand of approximately $540,000.  Their
administrative claims, however, total nearly $800,000.  The
Debtors are marshalling all remaining assets for the benefit of
their creditors.

The Debtors assure the Court the extensions are in the best
interest of the Creditors.  The extensions, they say, will
conserve the Debtors' limited assets and enhance the possibility
of recovery for the unsecured creditors.

Headquartered in Dayton, Ohio, Genesis Worldwide Inc., fka The
Monarch Machine Tool Company, engineers and manufactures high
quality metal coil processing and roll coating and electrostatic
oiling equipment.  Genesis Worldwide and its debtor-affiliates
filed for chapter 11 protection on September 17, 2001 (Bankr. S.D.
Ohio Case No. 01-36605).  Nick V. Cavalieri, Esq., at Bailey
Cavalieri LLC, represents the Debtors in their chapter 11
proceedings.


GENEVA STEEL: Utah Lake Advances $44.5MM Stalking-Horse Bid
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, approved uniform bidding and auction procedures related
to the sale of substantially all of Geneva Steel LLC's remaining
assets, including approximately 1,700 acres of real property in
Vineyard, Utah and certain related personal property, contracts
and leases.

Utah Lake Development, LLC, has presented a $44.5 million
stalking-horse bid to James T. Markus, the chapter 11 trustee of
Geneva Steel LLC.

The bid and auction procedures call for:

    - the Trustee to solicit competing bids for the assets before
      the Nov. 7, 2005, auction.  Competing bids must be at least
      105% higher than Utah Lake's $44.5 million bid and must be
      received by the trustee by Oct. 31, 2005.   

    - bidders must make a $5 million good faith deposit in cash or
      in other forms of immediately available funds.

    - a $1.34 million break-up fee is payable to Utah Lake in the
      event that the assets are sold to another bidder or the
      Debtor withdraws the sale.  The break-up fee will be funded
      from the winning bidder's good faith deposit.  The break-up
      fee will be treated as an allowed super-priority
      administrative claim, senior to all other super-priority
      claims in the Bankruptcy Proceeding.

The assets will be auctioned as a single lot.  The successful
bidder is entitled to purchase the assets even if another bidder
may attempt to offer more for the Debtor's entire estate or any
other combination of lots the includes the bid lot for the
remaining assets.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceedings.  When the Company filed for protection
from its creditors, it listed $262 million in total assets and
$192 million in total debts.


GEORGE COLEMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George R. Coleman
        aka Randy Coleman
        16 Cascades Drive
        Little Rock, Arkansas 72212

Bankruptcy Case No.: 05-20236

Chapter 11 Petition Date: August 9, 2005

Court: Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Kevin P. Keech, Esq.
                  Keech Law Firm, PLLC
                  1429 Merrill Drive, Suite 3A
                  Little Rock, Arkansas 72211
                  Tel: (501) 221-3200
                  Fax: (501) 221-3201

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Arkansas Insurance Dept.      Bowman v. American      $7,800,000
c/o Friday, Eldridge &        Investors Life
Clark                         Insurance Company,
Attn: Guy Wade, Esq.          et al, Pulaski
400 W. Capitol, Ste. 2000     County Circuit Court
Little Rock, AR 72201         Case No. CV2000-5833

IRS                           2002 Federal Income        $46,139
700 West Capitol              Taxes
Little Rock, AR 72201

MBNA                          Consumer Goods             $33,739
P.O. Box 15137                Various
Wilmington, DE 19886-5137

MBNA                          Consumer Goods             $26,864
                              Various

IRS                           2003 Federal Income        $21,086
                              Taxes

American Express              Consumer Goods             $20,770
                              Various

American Express              Consumer Goods             $20,695
                              Various

MBNA                          Consumer Goods             $17,300
                              Various

GMAC                          2003 Buick Rendevous       $13,447
                              Location: 16
                              Cascades Drive,
                              Little Rock, AR
                              Value of security:
                              $13,000

MBNA                          Consumer Goods              $8,991
                              Various

DFA State Income tax          2003 State Income           $7,954
                              Taxes

Bank of America               Consumer Goods              $6,405

Dillards'                     Consumer Goods              $4,723
                              Various

Pulaski County Treasurer      2004 Real Property          $4,405
                              Taxes

MBNA                          Consumer Goods              $3,977
                              Various

Citi/Shell                                                $1,171

Shell                         Consumer Goods                $930
                              Various

Pulaski County Treasurer      2004 Personal                 $491
                              Property Taxes

Gemb/Exxonmobil               Charge Account                $401

Amex                                                        $381


GOODYEAR TIRE: Earns $69 Million of Net Income in Second Quarter
----------------------------------------------------------------
The Goodyear Tire & Rubber Company reported net income of
$69 million for the second quarter of 2005, reflecting record
sales and increased unit volume.  In the second quarter of 2004,
the company had net income of $30 million.

Sales of $5 billion were a record for any quarter, and a 10
percent increase from $4.5 billion during the 2004 period.  The
increase reflects improved pricing, product mix and volume, as
well as the favorable impact of currency translation.

Tire unit volume in the second quarter of 2005 was 56.4 million
units, up from 55.0 million units in the 2004 period.  Volume
increases were driven by gains in the European, Latin American and
Asia/Pacific markets.

""Five of our businesses had record second quarter sales, and
margins improved in our North American and European Union tire
businesses," said Robert J. Keegan, Goodyear chairman and chief
executive officer.  "This success is further evidence that our
strategies are working, and that our unwavering focus on key
products, customers and markets is paying off.  We continue to
gain share in targeted markets," he said.

"We have been successful in offsetting the impact of record high
raw material costs through strategic pricing actions and by
driving product mix enhancement.  We will continue to concentrate
on these areas to address the inevitable raw material cost
increases that we expect in the second half of 2005," Mr. Keegan
added.

Raw material costs increased by approximately $133 million during
the quarter, compared to a year ago.  The company said it expects
raw material costs to grow by approximately 10 percent for the
full year of 2005 compared to 2004.

The company estimates the effects of currency translation had a
positive net impact on 2005 second quarter sales of approximately
$108 million.

The second quarter of 2005 includes net after-tax charges of
$47 million related to financing fees, and $7 million primarily
related to the settlement of prior-years tax liabilities.  The
quarter also included after-tax gains of $19 million from a
previously disclosed environmental insurance settlement,
$6 million related to fire loss recoveries, $5 million in net
rationalization reversals, and $8 million related to general and
product liability - discontinued products.

The second quarter of 2005 also included $8 million in after-tax
expense relating to prior periods.

The 2004 second quarter included after-tax rationalization charges
of $9 million and an after-tax charge of $9 million related to
external professional fees associated with the previously
disclosed accounting investigation, and $8 million related to
general and product liability - discontinued products.

The company anticipates continued year-over-year gains in
operating performance during the second half of 2005, however the
rate of those gains is expected to be less than they were in the
first half.

                        Business Segments

Second quarter total segment operating income was $316 million, an
increase of 24 percent compared to $254 million in the 2004
period.  All of Goodyear's tire businesses reported higher segment
operating income compared to the year-ago period.

North American Tire sales reached a record for any quarter,
increasing 6 percent compared to the 2004 period.  The increase
was driven by improved pricing and product mix, and higher volume
in the consumer replacement and commercial original equipment
markets.  These increases were offset by an 8 percent decrease in
shipments to consumer OE customers, reflecting a slowdown in the
U.S. automotive industry and Goodyear's selective fitment strategy
in this market.

Second quarter segment operating income increased 34 percent
compared to the 2004 period due to improved pricing and product
mix, lower manufacturing costs and higher chemical and off-highway
sales partially offset by higher raw material costs of
approximately $75 million.
                                  
European Union Tire sales were a second quarter record and
increased 11 percent over the 2004 quarter as a result of strong
price and product mix, volume increases driven by the consumer
replacement and commercial OE markets, and a favorable impact from
currency translation of approximately $26 million.

Segment operating income increased 49 percent to a second quarter
record primarily due to improved pricing and product mix, which
offset higher raw material costs of approximately $11 million
compared to the year-ago period.
                                  
Eastern Europe, Middle East and Africa Tire's sales were up 14
percent and a second quarter record.  The increase resulted from
the favorable impact of currency translation, estimated at
$12 million, improved volume, and price and product mix related to
growth in replacement markets, price increases in emerging markets
and continued growth in premium brands.

Segment operating income improved 9 percent, reaching a second-
quarter record due to improved pricing and product mix, foreign
currency translation of approximately $7 million, and strong
volume.  Higher raw material costs of approximately $7 million had
a negative impact on results.
                                  
Latin American Tire sales increased 31 percent from the second
quarter of 2004 due to higher volume, price increases and improved
product mix, as well as the favorable impact of currency
translation of approximately $37 million.  Sales were the highest
for any second quarter in the last seven years.

Segment operating income was a second quarter record, and a
26 percent increase from 2004 due to improved pricing and product
mix, volume and approximately $15 million in favorable currency
translation, resulting from certain currency revaluations.  Higher
raw material costs of approximately $20 million had a negative
impact on segment operating income.
                                  
Asia/Pacific Tire sales were a record for any quarter and 12
percent higher than the 2004 quarter due primarily to favorable
currency translation of approximately $21 million, and higher
volume, particularly in OE markets.

Segment operating income increased 18 percent in the 2005 quarter,
reaching a record for any quarter due to improved pricing and
product mix, which partially offset raw material cost increases of
$13 million.
                                  
Engineered Products' sales in the second quarter of 2005 were a
record for any quarter and increased 16 percent compared to the
2004 period as a result of higher volume, mainly in the industrial
channel, and the favorable effect of currency translation of
approximately $11 million.

Segment operating income decreased 9 percent due primarily to
higher raw material costs of approximately $6 million, and higher
administrative and manufacturing costs.

                      Year-to-Date Results

Sales for the first six months of 2005 were a record $9.8 billion,
an increase of 11 percent from $8.8 billion in the 2004 period.
Tire unit volume was 112.3 million units, up from 110.7 million
units a year ago.

Net income for the first six months of 2005 was $137 million,
compared to a loss of $48 million during the year-ago period.

Total segment operating income was $608 million in the first half
of 2005, an increase of 40 percent from $435 million in the first
six months of 2004.

First-half 2005 raw material costs increased approximately
$252 million compared to the year-ago period.

In addition to the items listed for the second quarter, the first
six months of 2005 includes net after-tax gains of $7 million from
reversals of rationalization charges, and net after-tax charges of
$12 million related to general and product liability -
discontinued products.

The first six months of that year also included these after-tax
items:

   * a rationalization charge of $20 million;

   * a charge of $15 million related to external professional fees
     associated with the previously disclosed accounting
     investigation;

   * an expense of $12 million relating primarily to a fire at a
     European tire manufacturing facility and $4 million for
     accelerated depreciation primarily related to the closure of
     a Latin American tire manufacturing facility.

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's  
largest tire company.  Headquartered in Akron, Ohio, the company  
manufactures tires, engineered rubber products and chemicals in  
more than 90 facilities in 28 countries.  It has marketing  
operations in almost every country around the world.  Goodyear  
employs more than 80,000 people worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,  
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.

The rating reflects the substantial amount of senior secured debt
relative to the planned notes.  It also incorporates Fitch's
concerns about GT's high leverage, high-cost structure, and weak
profitability and cash flow.  In addition, GT's pension plans,
which were underfunded by $3.1 billion at the end of 2004, are
likely to require substantially higher contributions over the near
term.


GRAY TELEVISION: Moody's Lifts $258.5 Million Notes' Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service affirmed today Gray Television, Inc.'s
Ba2 corporate family rating and the Ba1 rating on its senior
secured credit facilities, following the company's announcement
that it intends to spin-off its newspaper publishing and wireless
segments and use the $40 million in proceeds to reduce debt.
Additionally, Moody's upgraded its rating on the $258.5 million of
senior subordinated notes to Ba3 from B1.  The rating outlook is
stable.

The upgrade is based on Moody's research on high yield issuers
rated Ba2 and better which reflects that senior subordinated notes
do not perform markedly different when compared to higher ranking
debt.  As such, given the absence of any senior notes, the
subordinated note rating is compressed to only one notch below the
corporate family rating.

The affirmation of the ratings and stable outlook reflect Gray's
renewed focus on its core broadcast television operations and
Moody's understanding that the lower margin, newspaper publishing
and wireless segments were becoming a less significant part of the
overall business.  Additionally, the ratings incorporate Moody's
expectation that the debt reduction from the proceeds of the spin-
off will be offset to some extent by the loss of cash flow from
these segments.  Pro forma for the expected spin-off, Gray's
leverage (measured as total debt plus preferred-to-EBITDA) remains
high, in excess of 5 times in part due to the more challenging
operating environment in 2005 given the off-year in political
advertising spending.

Moody's has upgraded these rating:

   -- $258.5 million of senior subordinated notes due 2011 to Ba3
      from B1.

Moody's has affirmed these ratings:

   -- Ba1 ratings on its $400 million of senior secured credit
      facilities, and

   -- the company's Ba2 corporate family rating.

The rating outlook is stable.

The ratings will remain constrained by the likelihood that the
company will continue its acquisition strategy and Gray's
willingness to return capital to shareholders ($32 million in form
of dividends and share repurchases in 2004).  The ratings also
reflect the increasing business risk of the broadcast television
industry with declining broadcast audiences and diversification of
advertising spend over a growing number of mediums (e.g. Internet,
satellite radio and outdoor).

The ratings are supported by the meaningful asset value present in
Gray's portfolio of mid-market television stations.  The ratings
also reflect the company's dominant position within its markets
(23 of its 31 stations rank #1 in its news markets, and 21 of its
31 stations rank #1 in sign-on and sign-off) that continue to
capture a larger share of revenues in their regions (averages
approximately 40% in-market revenue), diversity of network
affiliations, and cash flows and operating metrics that are at or
above industry broadcasting peers.  Mood's also notes that Gray
benefits from operating in markets with less television broadcast
competition (74% of its markets have three or less local
television station competitors).

The stable outlook incorporates our belief that absent additional
broadcast acquisitions, the company has the ability to organically
delever through free cash flow.  Going forward, Moody's expects
free cash generation to improve as the company has largely
completed the digital upgrade of its facilities.  Given the weaker
expected operating environment in 2005, Moody's does not expect
the ratings to move up in the near-term.  Conversely, further
significant distributions to shareholders or a sizeable debt-
financed acquisition could cause downward ratings pressure.

Gray Television, Inc. is a diversified media company with
interests in:

   * TV broadcasting,
   * newspaper publishing,
   * paging, and
   * satellite uplink services.

The company is headquartered in Atlanta, Georgia.


IMPAX LABORATORIES: Nasdaq Halts Common Stock Trading
-----------------------------------------------------
IMPAX Laboratories, Inc. (NASDAQ:IPXLE) received notification from
The Nasdaq Stock Market, Inc., that the Nasdaq Listing
Qualification Panel has determined to delist IMPAX's common stock
from The Nasdaq National Market, effective with the opening of
business on Monday, Aug. 8, 2005.  

As previously reported, IMPAX has been unable to file its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2004, and
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2005.  IMPAX's failure to file these periodic reports violated
Nasdaq Marketplace Rule 4310(c)(14), compliance with which is
required for continued listing on Nasdaq.

The notification of delisting included provision for relisting
IMPAX's common stock provided the Company becomes current in its
filings within 90 days and demonstrates compliance with the
listing requirements.  Assuming it is able to meet this schedule,
IMPAX believes this provision will expedite the relisting process.

IMPAX expects that quotations for its common stock will appear in
the Pink Sheets(R), where subscribing dealers can submit bid and
ask prices on a daily basis beginning Monday, August 8.  The
Company expects its trading symbol to revert to IPXL effective
with the move to the Pink Sheets.

IMPAX remains committed to regaining compliance with all filing
requirements and obtaining relisting of its common stock as soon
as possible and continues to work diligently toward completing and
filing its delinquent reports.  As previously reported, IMPAX has
submitted a request for advice to the Office of the Chief
Accountant of the Securities and Exchange Commission, in the
expectation that OCA's response will enable the Company to
complete its financial statements and file its Form 10-K and its
Form 10-Q reports. As of August 5, 2005, however, IMPAX is unable
to predict the date on which these reports will be filed.

IMPAX Laboratories, Inc. -- http://www.impaxlabs.com/-- is a  
technology-based specialty pharmaceutical company applying its
formulation expertise and drug delivery technology to the
development of controlled-release and specialty generics in
addition to the development of branded products.  IMPAX markets
generic products through its Global Pharmaceuticals division and
intends to market its products through the IMPAX Pharmaceuticals
division.  Additionally, where strategically appropriate, IMPAX
has developed marketing partnerships to fully leverage its
technology platform.  IMPAX Laboratories is headquartered in  
Hayward, California, and has a full range of capabilities in its
Hayward and Philadelphia facilities.  

                        *     *     *  

                Notice of Default from Debtholder    

IMPAX received a notice, dated April 22, 2005, from a holder of
more than 25% aggregate principal amount of its 1.250% Convertible    
Senior Subordinated Debentures due 2024, stating that the Company
failed to file its Annual Report on Form 10-K for the year ended    
December 31, 2004 with the SEC as required by the governing    
Indenture and requiring that the Company remedy such default
forthwith.  Under the Indenture, if the Company fails to file the    
Annual Report within 60 days after the date of the notice, it will
constitute an "event of default" under the Indenture and
thereafter either the Trustee or the holders of 25% in aggregate
principal amount of the Debentures then outstanding, by notice to
the Company, may declare the principal of and premium, if any, on
all the Debentures then outstanding and the interest accrued
thereon to be due and payable immediately.    

As reported in the Troubled Company Reporter on May 25, 2005, the   
Company received a Nasdaq Staff determination letter indicating
that IMPAX failed to comply with the requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) because   
IMPAX failed to file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005.  As previously reported, on April 5,   
2005 IMPAX received a Nasdaq Staff determination letter indicating
that IMPAX failed to comply with the requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) because   
IMPAX failed to file its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 with Nasdaq and, therefore, IMPAX's
common stock would be subject to delisting from The Nasdaq Stock   
Market.


INTEGRATED SECURITY: Closes $3MM New Financing Pact with Laurus
---------------------------------------------------------------  
Integrated Security Systems, Inc. (OTCBB Symbol: IZZI), reported a
new financing arrangement with Laurus Master Fund, Ltd.  This
agreement provides for refinancing of the existing asset based
line with higher availability coupled with a lower rate and
certain equity provisions.  

The loan facility, initially with a $3 million cap, is convertible
into ISSI common stock at an 8.7% premium to market as of close.
There are also warrants representing a call on another
approximately 1.7 million in ISSI common stock at higher prices.

"This unique financing facility makes Laurus Funds an equity
partner and gives them incentive to help us meet our growth
objectives," said C. A. Rundell, Jr., Chairman and CEO of ISSI.  
"They seem not only willing, but anxious to provide additional
financing to meet our acquisition and corporate development
goals."

                          About Laurus

Laurus Master Fund, Ltd. Is a New York-based institutional fund
that specializes in direct investments in small cap companies.

                    About Integrated Security

Headquartered in Irving, Texas, Integrated Security Systems, Inc.,
is a technology company that provides products and services for
homeland security needs.  ISSI also designs, develops and markets
safety equipment and security software to the commercial,
industrial and governmental  marketplaces.  ISSI's Intelli-Site(R)
provides users with a software solution that integrates existing
subsystems from multiple vendors without incurring the additional
costs associated with upgrades or replacement.

Intelli-Site(R) features a user-defined graphics interface that
controls various security devices within one or multiple
facilities.  ISSI is a leading provider of anti-terrorist
barriers, traffic control and safety systems within the road and
bridge and perimeter security gate industries.  ISSI designs,
manufactures and distributes warning gates, lane changers, airport
and navigational lighting and perimeter security gates and
operators.  ISSI conducts its design, development, manufacturing
and distribution activities through three wholly owned
subsidiaries:  B&B ARMR, Intelli-Site, Inc., and DoorTek
Corporation.  For more information, visit  
http://www.integratedsecurity.com/, http://www.bb-armr.com/,  
http://www.intelli-site.com/, or http://www.doortek.com/

As of March 31, 2005, ISSI's balance sheet reflected a $1,627,002
stockholders' deficit compared to a $171,948 positive equity at
June 30, 2004.


IPC ACQUISITION: 96.35% of Noteholders Tender $144.5 Million Notes
------------------------------------------------------------------
IPC Acquisition Corp. completed its previously announced Offer and
Consent Solicitation for its outstanding 11.50% Senior
Subordinated Notes due 2009.  The Offer expired last Aug. 5, 2005,
as of 10:00 a.m., New York City time.  IPC has accepted for
purchase $144,525,00 in principal amount of Notes, representing
96.35% of the outstanding Notes.  

IPC has received the requisite consents to adopt its proposed
amendments with respect to the Notes.  As a result, the previously
executed supplemental indenture containing such amendments has
become operative.  The Offer and Consent Solicitation were
commenced pursuant to IPC's Offer to Purchase and Consent
Solicitation Statement dated June 17, 2005.  Goldman, Sachs & Co.
acted as the exclusive dealer manager and solicitation agent for
the Offer and Consent Solicitation.

IPC Acquisition Corporation -- http://www.ipc.com/-- is a leading  
provider of mission-critical communications solutions to global
enterprises.  With more than 30 years of expertise, IPC provides
its systems and services to the world's largest financial services
firms, as well as to public safety; government; power, energy and
utility; and transportation organizations.  IPC offers its
customers a suite of products and enhanced services that includes
advanced Voice over IP technology, and integrated network and
management services to 40 countries.  Based in New York, IPC has
over 800 employees throughout the Americas, Europe and the Asia
Pacific regions.

                         *     *     *

As reported in the Troubled Company Reporter on July 6, 2005,
Moody's Investors Service assigned a B2 rating to IPC Acquisition
Corporation's proposed $50 million senior secured first lien
revolving credit facility and $285 million senior secured first
lien term loan and a B3 rating to its proposed $150 million senior
secured second lien term loan.  Proceeds from the credit
facilities will be used repurchase approximately $210 million of
shares outstanding, tender for existing 11.5% senior subordinated
notes ($165 million), and refinance the existing credit facility
($48 million).

Additionally, Moody's has downgraded IPC's corporate family rating
(formerly known as the senior implied rating) to B2 from B1.  The
ratings broadly reflect IPC's decision to recapitalize the company
by using its free cash flow generating ability to increase
leverage and to repurchase equity.  Pro forma for this
recapitalization transaction, leverage will have more than doubled
(from 2.8x to nearly 6.2x).


IPC ACQUISITION: Completes $485 Million Debt Refinancing
--------------------------------------------------------
IPC Acquisition Corp., disclosed that it has completed its debt
refinancing.  The Company has entered into new Senior Credit
Facilities providing for an aggregate amount of $485 million,
consisting of:

    * a $50 million first lien revolving facility,
    * a $310 million first lien term loan and
    * a $125 million second lien term loan.

Goldman Sachs Credit Partners L.P. and Lehman Brothers Inc. acted
as joint lead arrangers and joint bookrunners for the new Senior
Credit Facilities.  Goldman Sachs Credit Partners L.P. and Lehman
Commercial Paper Inc. acted as co-syndication agents for the new
Senior Credit Facilities.  General Electric Capital Corporation
acted as administrative agent and collateral agent and CIT Lending
Services Corporation acted as documentation agent for the first
lien facilities.  Heritage Bank, SSB acted as administrative agent
and collateral agent for the second lien term loan.

The proceeds of the term loans under the new Senior Credit
Facilities are being used:

    (a) to repay IPC's existing credit facility,

    (b) to purchase tendered Notes pursuant to the Offer,

    (c) to discharge the $5,475,000 in principal amount of the
        untendered Notes,

    (d) to make certain payments with respect to the equity
        securities, and

    (e) to pay related fees and expenses.

The proceeds of the new revolving credit facility will be used for
general corporate purposes.

IPC Acquisition Corporation -- http://www.ipc.com/-- is a leading  
provider of mission-critical communications solutions to global
enterprises.  With more than 30 years of expertise, IPC provides
its systems and services to the world's largest financial services
firms, as well as to public safety; government; power, energy and
utility; and transportation organizations.  IPC offers its
customers a suite of products and enhanced services that includes
advanced Voice over IP technology, and integrated network and
management services to 40 countries.  Based in New York, IPC has
over 800 employees throughout the Americas, Europe and the Asia
Pacific regions.

                         *     *     *

As reported in the Troubled Company Reporter on July 6, 2005,
Moody's Investors Service assigned a B2 rating to IPC Acquisition
Corporation's proposed $50 million senior secured first lien
revolving credit facility and $285 million senior secured first
lien term loan and a B3 rating to its proposed $150 million senior
secured second lien term loan.  Proceeds from the credit
facilities will be used repurchase approximately $210 million of
shares outstanding, tender for existing 11.5% senior subordinated
notes ($165 million), and refinance the existing credit facility
($48 million).

Additionally, Moody's has downgraded IPC's corporate family rating
(formerly known as the senior implied rating) to B2 from B1.  The
ratings broadly reflect IPC's decision to recapitalize the company
by using its free cash flow generating ability to increase
leverage and to repurchase equity.  Pro forma for this
recapitalization transaction, leverage will have more than doubled
(from 2.8x to nearly 6.2x).


KASPER A.S.L.: Court Formally Closes Chapter 11 Proceedings
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a final decree formally closing Kasper A.S.L., Ltd., and
its debtor-affiliates' chapter 11 cases in accordance with the
requirements of Rule 3022-1 of the Local Bankruptcy Rules for the
Southern District of New York.

The Court confirmed the Debtors' Third Amended and Restated Joint
Plan of Reorganization on Nov. 19, 2003.  The Plan became
effective on Dec. 1, 2003.  Under the confirmed Plan, KCC
Liquidation Company LLC became a successor-in-interest to the
Debtors.

Since then, KCC made distributions to creditors in accordance with
the terms of the Plan.  KCC has also resolved all disputed claims
asserted against the Debtors' estates, filed a final report and
paid all fees to the bankruptcy professionals as well as the U.S.
Trustee.

Kasper A.S.L., Ltd., was one of the leading women's branded
apparel companies in the United States.  The Company along with
its affiliates filed for chapter 11 protection on February 5,
2002, (Bankr. S.D.N.Y. Case No. 02-10497).  Alan B. Miller, Esq.,
at Weil, Gotshal & Manges, LLP, represents the Debtors.  When the
Company filed for protection from its creditors, it listed
$308,761,000 in assets and $255,157,000 in debts.


KMART CORP: Court Approves Shelby County Tax Claims for $458,877
----------------------------------------------------------------
The Office of the Shelby County, Tennessee Trustee filed Claim
Nos. 10041 and 10042 for $270,106 and $234,146 for real and
business personal property taxes owed by Kmart Corporation for tax
year 2001.

Shelby County amended Claim Nos. 10041 and 10042 with Claim No.
48280 for $285,801 and Claim No. 48281 for $363,173 to include tax
year 2002.  Shelby County subsequently amended Claim No. 4281 with
Claim No. 48500 for $363,173 to include Kmart's further tax
obligations.

Kmart objected to the claims.

To settle the issues, the parties agree that Shelby County will be
granted a secured claim for $458,877, which will be paid not later
than August 31, 2005.  Upon receipt of payment, Shelby County will
promptly furnish Kmart with valid, fully executed paid receipts
concerning the taxes for 2001 and 2002.

The U.S. Bankruptcy Court for the Northern District of Illinois
approves the stipulation.

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: Ct. OKs Stipulation Resolving Photo Equipment Dispute
-----------------------------------------------------------------
On May 10, 2002, Noritsu America Corporation filed a complaint
against Kmart Corporation asserting ownership of 102 mini-labs
that it delivered to Kmart before the Petition Date.  Noritsu
sought recovery of the mini-labs.

On April 30, 2003, Kmart rejected the lease for Kmart Store No.
3639 located in Inglewood, California.  Upon vacating the
Premises and returning its possession to Mirasa, LLC, Kmart left
behind one of the Mini-Labs.

On December 15, 2003, the U.S. Bankruptcy Court for the Northern
District of Illinois warned Mirasa from taking any action against
the Mini-Lab that will violate the Permanent Injunction under
Kmart's Plan of Reorganization.

On November 16, 2004, the Court approved Kmart and Noritsu's
stipulation resolving the Complaint, and vesting Noritsu's rights
and interest to the Mini-Labs to Kmart.

Mirasa has been forced to possess and store the Mini-Lab since
April 30, 2003, and the cost of storage due to Mirasa is in excess
of the value of the equipment.

In this regard, the parties agree that:

   (a) Kmart forever disavows and relinquishes any right, title,
       and interest in and to the Mini-Lab currently in Mirasa's
       possession;

   (b) Mirasa may dispose of the Mini-Lab as it deems necessary
       in its sole discretion, without any liability whatsoever
       to Kmart; and

   (c) Mirasa waives any claim against Kmart related to costs
       that it may have incurred with regard to storage of the
       the Mini-Lab.

The Court approves the stipulation.

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)


MARJORIE GREGORY: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Marjorie Parrish Gregory
             617 Queens Highway
             Carlsbad, New Mexico 88220

Bankruptcy Case No.: 05-16255

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Deborah Lyn Gregory                        05-16261

Type of Business: The Debtors are affiliated with Gregory Ranch.
                  Gregory Ranch filed for chapter 11 protection on
                  July 1, 2005, and the case is pending before
                  Hon. Mark B. McFeeley (Bankr. D. N.M. Case No.
                  05-15405).  Gregory Ranch's assets and debts
                  are under $1 million.  A copy of Gregory
                  Ranch's petition is available for a fee at
                  http://researcharchives.com/t/s?b3

Chapter 11 Petition Date: August 5, 2005

Court: District of New Mexico

Judge: James S. Starzynski

Debtors' Counsel: Louis Puccini, Jr., Esq.
                  Puccini & Meagle, P.A.
                  P.O. Box 30707
                  Albuquerque, New Mexico 87190-0707

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Marjorie Parrish Gregory    $1 Million to        $100,000 to
                            $10 Million          $500,000

Deborah Lyn Gregory         $1 Million to        $100,000 to
                            $10 Million          $500,000

A. Marjorie Parrish Gregory's 3 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
MasterCard                                        $9,531
P.O. Box 60069
City Of Industry, CA 91716-0069

VISA                                              $5,574
P.O. Box 44167
Jacksonville, FL 32231-4167

Sears                                             $5,235
P.O. Box 6563
The Lakes, NV 88901-6563

B. Deborah Lyn Gregory's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Carlsbad National Bank        2003 Ford Expedition       $22,469
P.O. Box 1359                 Location: 1707
Carlsbad, NM 88221-1359       Watson Court,
                              Carlsbad, NM 88220
                              Value of security:
                              $20,000

CitiMastercard                Credit card                 $7,663
Box 630919
Irving, TX 750630919

Carlsbad National Bank        Signature loan              $3,777
P.O. Box 1359
Carlsbad, NM 88221-1359

Access One                    Medical bills               $2,487
P.O. Box 6437
Carol Stream, IL 60197-6437

Internal Revenue Service      Federal income             Unknown
210 East Earll Drive          taxes
Phoenix, AZ 85012

NM Taxation & Revenue Dept.   State income taxes         Unknown
P.O. Box 8575
Albuquerque, NM 87198-8575


MCI INC: Inks $70 Million Outsourcing Agreement With Danka
----------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) reported a five-year agreement with Danka
Business Systems PLC (Nasdaq: DANKY) in which Danka Business
Systems will outsource the balance of its U.S. information
technology (IT) operations to MCI.  As Danka's primary technology
provider, MCI will manage all of Danka's core network services,
including its IT operations and applications support, Wide Area
Network, Local Area Network, IP services, servers, desktops and
phone systems, as well as oversee Danka's network of ancillary
technology vendors and partners.

As part of this $70 million agreement, Danka will transition more
than 60 employees to MCI and its application support provider,
Titan Technology Partners.  Danka expects to generate substantial
yearly savings once the agreement is fully implemented, enabling
Danka to drive productivity and enable further growth of its
business.

"This agreement with MCI is another step forward in our Vision 21
program to reduce our costs and improve our business practices.  
MCI is providing a fully managed, integrated IP-based IT
infrastructure, scalable to our current and future needs which
will enable us to elevate our IT environment," said Todd Mavis,
Danka's chief executive officer.  "At the same time, we are able
to substantially reduce our IT costs.  We view MCI as a world-
class technology company, and this new agreement builds on an
existing relationship under which we provide services to them."

"Providing MCI's Managed Services expertise to meet Danka's
advanced IP requirements, we were able to showcase our complete
portfolio of services, from the desktop to the network," said
Wayne Huyard, president of MCI U.S. Sales and Service.  "As
Danka's network and systems integrator, we will deliver best-in-
class IT processes and resources to create an operating model
where MCI manages a continuum of technology service across
multiple technology vendors."

                            About Danka

Danka delivers value to clients worldwide by using its expert
technical and professional services to implement effective
document information solutions.  As one of the largest independent
providers of enterprise imaging systems and services, the company
enables choice, convenience, and continuity.  Danka's vision is to
empower customers to benefit fully from the convergence of image
and document technologies in a connected environment.  This
approach will strengthen the company's client relationships and
expand its strategic value.  For more information, visit Danka at
http://www.danka.com/

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 96; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

*     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


METROMEDIA FIBER: Files Post-Confirmation Report
------------------------------------------------
Lawrence C. Gottlieb, Esq., and Richard S. Kanowitz, Esq.,
at Kronish Lieb Weiner & Hellman LLP, delivered Reorganized
Metromedia Fiber Network, Inc., and its debtor-affiliates
post-confirmation report to the U.S. Bankruptcy Court for the
Southern District of New York.  Metromedia is now known as
AboveNet Inc.

The report describes the actions taken and the progress made
toward consummation of the Reorganized Debtors' Second
Amended Plan of Reorganization.  The Plan became effective on
Sept. 8, 2003.

AboveNet's report discloses that:

     -- the Kluge Equitization (as defined in the Plan) took place
        on the Effective Date;

     -- the New Senior Secured Note (as defined in the Plan) has
        been issued to the Class 1(a) creditors in full
        satisfaction of the Class 1(a) Claims; and

     -- a trustee has been agreed upon by the Reorganized
        Debtors, the Committee (as defined in the Plan) and the
        prospective trustee for the Litigation Trust.  The
        Litigation Trust was formed on or before Oct. 15, 2003.

The Reorganized Debtors completed its Initial Distribution and a
second Interim Distribution pursuant to the terms of the Plan.  
They were able to distribute:

     -- 7,899,238 shares of common stock;
     -- 621,730 Five Year Warrants; and
     -- 731,435 Seven Year Warrants.

Metromedia Fiber Network, Inc., and most of its domestic
subsidiaries commenced voluntary Chapter 11 cases (Bankr. S.D.N.Y.
Case No. 02-22736) on May 20, 2002.  When Metrodmedia filed for
protection form its creditors, it listed $7,024,208,000 in total
assets and $4,262,000,000 in total debts.  Metromedia Fiber
emerged from chapter 11 on Sept. 8, 2003, and changed its name to
AboveNet Inc.


MIRANT CORP: Court Okays Multi-Million Enron Settlement Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a settlement agreement between Enron Corp. and Enron
Asset Holdings, LLC, on one hand, and Mirant Corp., Mirant
EcoElectrica Investments I, Ltd., and Puerto Rico Power
Investments, Ltd., on the other hand.

As reported in the Troubled Company Reporter on June 28, 2005,
Mirant sought to obtain the controlling interest, in 2001, in
EcoElectrica L.P., a special purpose limited partnership, whose
principal asset was a 540-megawatt electric generation facility
in Puerto Rico.  The acquisition was to take place pursuant to two
separate, but cross-contingent, stock purchase agreements with:

    (a) Enron Asset, pursuant to which Enron Asset agreed to sell
        to Mirant a 47.5% indirect ownership interest in
        EcoElectrica; and

    (b) Edison Mission Energy and EME del Caribe, pursuant to
        which Enron agreed to sell to Mirant a 50% indirect
        ownership interest in EcoElectrica.

In December 2001, Enron Corp. and certain of its affiliates
sought bankruptcy relief.

Neither the Enron SPA nor the Edison SPA were required to be
consummated unless all conditions precedent to each stock
purchase agreements were met or waived prior to December 31,
2001, the Termination Date.

On the Termination Date, Mirant terminated the SPAs asserting that
certain conditions to the closing of the acquisition had not been
satisfied or waived as of the Termination Date.  The Enron
entities disputed that the closing conditions were not satisfied,
waived or excused as of the Termination Date, and contended that
Mirant was not entitled to terminate the Enron SPA.

In October 2002, Mirant filed Claim Nos. 13016, 13086 and
13098 in Enron's bankruptcy proceeding and asserted damages
arising from the failed Enron SPA.  Enron objected to Mirant's
Claims.

Enron filed Claim Nos. 6862, 6863, 6864, 6865, 6866, and 6867 in
Mirant's Chapter 11 case seeking damages arising from the failed
Enron SPA and sought declaratory relief with respect to the
Mirant SPA Claims.  Mirant objected to Enron's Claims.

In November 2004, the Mirant Bankruptcy Court transferred the
venue for the Enron Claims and the Mirant Objections to the Enron
Bankruptcy Court subject, however, to the Mirant Bankruptcy
Court's retention of jurisdiction to estimate the Enron Claims
pursuant to Section 502(c) of the Bankruptcy Code.

A month later, the Enron Bankruptcy Court set a trial date for
resolution of the Enron Claims, the Mirant SPA Claims, the Mirant
Objections, the Enron's Omnibus Objection, and the Request for
Declaratory Relief, and established interim deadlines with
respect to discovery and pre-trial submissions.

On January 3, 2005, Mirant filed an application with the Mirant
Bankruptcy Court to estimate, among other things, the Enron
Claims.

Before January 2005 ended, Mirant and Enron reached an agreement
in principle to settle the Pending Litigation and agreed, among
other things, to immediately suspend all discovery and other
pretrial activities and deadlines relating to their pending
actions in both bankruptcy cases.

The substantial terms of the Settlement Agreement provides that
the Enron Claims and the Mirant SPA Claims will be resolved.  The
parties agree that:

    (a) Claim No. 6862 will be allowed as a general unsecured
        claim against Mirant Corp. in its Chapter 11 case, for
        $12,250,000;

    (b) Claim Nos. 6863, 6864, 6865, 6866 and 6867 will be
        disallowed and expunged in its entirety; and

    (c) The Mirant SPA Claims, Claims Nos. 13016, 13086 and 13098
        filed against Enron will be disallowed and expunged.

                 Stipulation Resolving More Claims

Enron Corp., Enron North America Corp., Enron Capital & Trade
Resources International Corp., Enron Energy Marketing Corp.,
Enron Energy Services Operations, Inc., Enron Power Marketing,
Inc., Enron Upstream Company LLC and Enron Energy Services,
Inc., and certain of their affiliates entered into a stipulation
settling claims with:

    -- Mirant Corporation,
    -- Mirant Americas Energy Marketing, LP,
    -- Mirant Americas Inc.,
    -- Mirant California, LLC,
    -- Mirant Americas Energy Capital, LP,
    -- Mirant Europe B.V., and
    -- Mirant Canada Energy Marketing, Ltd.

The stipulation is filed with the U.S. Bankruptcy Court for the
Southern District of New York, where Enron's bankruptcy cases are
pending.

The Reorganized Enron Debtors and the Mirant Entities have been
parties to financial and physical trading contracts relating to
the purchase or sale of energy products and services.  Enron
Corp. issued guaranties for the Contracts in favor of the Mirant
Entities.

In connection with the Enron Debtors' Chapter 11 cases, the
Mirant Entities filed numerous claims including:

    Mirant Entity      Enron Entity    Claim No.    Claim Amount
    -------------      ------------    ---------    ------------
    MAEM               Enron             13001       $72,441,204
    MAEM               ENA               13003        63,290,996
    Mirant Europe      ECTRIC            13015         7,709,672
    Mirant Europe      Enron             13038         7,709,672
    MAEM               EES               13002      undetermined
    Mirant Corp.       EPMI              13017      unliquidated
    Mirant Corp.       ENA               13018      unliquidated
    MAEM               EPMI              13037         9,138,180
    Mirant Corp.       ECTRIC            13039      undetermined
    Mirant Canada      ENA               13087         1,170,707
    Mirant Canada      Enron             13099         1,840,000
    Mirant Americas    EPMI              13101      undetermined
    Mirant California  EPMI              13102      undetermined
    Mirant Corp.       EES               13121      undetermined
    MAEC against       ENA               13122      undetermined
    MAEM               EEMC              13123      undetermined
    MAEM               EESO              15097      undetermined

As previously reported, ENA objected to Claim No. 13003 and
sought its disallowance.

The Reorganized Enron Debtors also filed various claims in the
Mirant Entities' Chapter 11 cases in the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  Among
these are:

    Enron Entity       Mirant Entity    Claim No.    Claim Amount
    ------------       -------------    ---------    ------------
    ENA Upstream       MAEM                6289        $5,786,198
    EPMI               MAEM                6292      undetermined
    EES                MAEM                6288      undetermined
    ENA                MAEM                6290      undetermined
    ENA                Mirant Corp.        6291      undetermined

After engaging in extensive, arm's-length and good faith
negotiations, the Parties reached an agreement on the Mirant
Claims and Enron Claims.  The Parties stipulated and agreed that:

    1. Four of the Mirant Claims will be allowed:

          -- Claim No. 13001 will be allowed as a class 185
             general unsecured guaranty claim against Enron for
             $50,000,000;

          -- Claim No. 13003 will be allowed as a class 5 general
             unsecured claim against ENA for $53,401,574;

          -- Claim No. 13015 will be allowed as a class 42 general
             unsecured claim against ECTRIC for $7,709,762; and

          -- Claim No. 13038 will be allowed as a class 185
             general unsecured guaranty claim against Enron for
             $3,854,881.

    2. Two Enron Claims will be allowed:

          -- Claim No. 6289 will be allowed as a general unsecured
             claim against MAEM for $5,786,198; and

          -- Claim No. 6292 will be allowed as general unsecured
             claim against MAEM for $10,111,687.

    3. Except for the Allowed Mirant Claims, all Mirant Claims,
       including scheduled claims, will be disallowed and
       expunged; provided that the portion of Claim No. 13037
       related to certain actions pending before the Federal
       Energy Regulatory Commission will not be deemed withdrawn
       and expunged.

    4. Except for the Allowed Enron Claims, all remaining Enron
       Claims, including scheduled claims, will be disallowed and
       expunged.

    5. Within 30 days from the approval of the settlement, EPMI
       will be entitled to file a proof of claim with the Mirant
       Bankruptcy Court against MAEM for refunds that MAEM may be
       determined to owe to EPMI by the FERC arising out of sales
       made by MAEM in the markets administered by the California
       Independent System Operator and the California Power
       Exchange from October 2, 2000, to June 20, 2001.

    6. The Parties will mutually release one another with respect
       to obligations under the Mirant Contracts, Guarantees,
       Mirant Claims and Enron Claims.

    7. The settlement will be binding on the Parties, subject to
       the entry of an order approving the terms of the Settlement
       Agreement by the Enron Bankruptcy Court and the Mirant
       Bankruptcy Court.

    8. ENA's Objection will be deemed resolved and withdrawn.

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: Court Okays Settlement Agreement on Kendall Station
----------------------------------------------------------------
Cambridge Electric Light Company, Boston Edison Company, NSTAR
Gas Company, NSTAR Steam Corporation and Mirant Kendall LLC are
parties to multiple agreements associated with the re-powering
and operation of the Kendall Station in Cambridge, Massachusetts,
as well as multiple gas, electric and steam utility service
provider agreements and arrangements.

Commonwealth Electric Company and Mirant Canal LLC are parties to
agreements associated with the re-powering of the Canal Station
in Sandwich, Massachusetts, as well as multiple electric utility
service provider agreements and arrangements.

On September 12, 2003, NSTAR filed Claim Nos. 2173 and 2174 for
$71,658 and $6,563, asserting claims for unpaid invoices to
Mirant Kendall and Mirant Canal for electricity provided by
Cambridge Electric Light Company and Commonwealth Electric
Company.

On December 15, 2003, NSTAR filed an amended proof of claim,
Claim No. 6259 for $6,368,411, asserting seven independent
claims:

    (1) Claims under the Kendall Interconnection Agreement;

    (2) Claims under the Oak Bluffs and West Tisbury
        Interconnection Agreements;

    (3) Claims under the Edison Related Facilities Agreement;

    (4) Claims under the Gas Transportation Agreements;

    (5) Claims for Electric Utility Services;

    (6) Claim for Steam Service to Kendall Station; and

    (7) Canal Unit 3 Impact Study.

The Debtors objected to the Claims.

NSTAR subsequently withdrew the claims Claims under the Kendall
Interconnection Agreement and the claim for Steam Service to
Kendall Station.

The parties reached a resolution on all of the outstanding issues
presented by the Prepetition Claims.  The Court approved their
settlement agreement, which provides that:

    (a) Claim No. 2173 filed by Cambridge Electric Light Company
        against Mirant Kendall for $71,685 is disallowed.

    (b) Claim No. 2174 filed by Commonwealth Electric Company
        against Mirant Canal is allowed for $6,563.

    (c) The claims asserted in Claim No. 6259 are disallowed or
        allowed, as the case may be, as:

        -- NSTAR withdrew its assertion of any claim under the
           Kendall Interconnection Agreement;

        -- The prepetition claims asserted by Commonwealth
           Electric against Mirant Canal for $340,284 on account
           of the Oak Bluffs and West Tisbury Interconnection
           Agreements are disallowed;

        -- Boston Edison Company filed a claim against Mirant
           Kendall for $521,498.  It is impacted by an amendment
           to the NEPOOL Agreement.  The amendment includes
           certain costs incurred by the Debtors at the Kendall
           site that will be entitled to 50% cost support in
           regard to Pool Transmission Facilities interconnection
           costs.  The amendment is awaiting approval from the
           Federal Energy Regulatory Commission.  Upon receipt of
           formal FERC approval, the parties anticipate that
           Mirant Kendall will be entitled to a refund from Boston
           Edison Company, currently estimated to be $1.28
           million.  The parties agree to setoff the claim amount
           owed by Mirant Kendall under the Related Facilities
           against that refund amount due under the NEPOOL
           Agreement.  Boston Edison will pay the net balance
           without further delay.  Absent FERC approval, Boston
           Edison will be granted an allowed, unsecured, non-
           priority claim in an amount to be determined after
           Mirant Kendall exercises its audit rights.  But if
           Mirant Kendall does not timely commence its audit,
           Boston Edison will be granted an allowed, unsecured,
           non-priority claim for $744,968;

        -- NSTAR asserted claims against Mirant Kendall for
           $143,011 in connection with the Gas Transportation
           Agreements.  In the event the Transportation Agreements
           are rejected, NSTAR will be granted an allowed,
           prepetition, general unsecured claim against Mirant
           Kendall for $171,146.  If the contracts are assumed by
           the Debtors, the claim will be paid in full as the cure
           amount due.

        -- Commonwealth Electric's claim against Mirant Canal for
           $210,410 will be allowed as a general unsecured claim.
           Cambridge Electric Light Company against Mirant Kendall
           for $136,740 will be allowed as a general unsecured
           claim for $100,000.

        -- NSTAR withdrew its assertion of a claim against Mirant
           Kendall on account of steam service to Kendall Station
           for $45,960;

        -- Commonwealth Electric's claim for $48,883 against
           Mirant Canal on account of a System Impact Study done
           by Commonwealth Electric Company for Mirant Canal will
           be an allowed prepetition, general unsecured claim for
           $48,274.

Commonwealth Electric and Cambridge Electric will jointly pay
Mirant Canal $17,500 as a result of interest owed on unpaid
amounts under the Wholesale Transition Service Agreement dated
May 15, 1988, that payment will be in full and complete
satisfaction of all interest or late claims by Mirant Canal.

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: Judge Lynn Supplements June 30 Valuation Ruling
------------------------------------------------------------
As reported in the Troubled Company Reporter on July 7, 2005,
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas appointed Curtis Morgan and Tim Coleman to supervise the
modifications to be effected in Mirant Corporation and its debtor-
affiliates 2005 Business Plan and The Blackstone Group's report.

Judge Lynn concluded after a 23-day hearing in Fort Worth, Texas
that "use of the Business Plan is more sensible than adoption of
cash flow information produced by other parties" in determining
the enterprise value of Mirant.  Judge Lynn noted in a four-page
letter dated June 30, 2005, to the parties participating in the
enterprise valuation process that "as the Blackstone Report is
based on the Business Plan, it is more sensible to key valuation
to it."

In a four-page letter to Messrs. Morgan, Coleman, and Chapter 11
Examiner William K. Snyder, Judge Lynn supplements and corrects
his letter ruling of June 30, 2005, with respect to the valuation
of Mirant Corp. and its subsidiaries.

Judge Lynn explains in general statements that if alteration of a
variable, pursuant to his ruling, results in changes to other
variables through operation of the computer model, all of those
changes are proper.  "If a change in one variable requires
(outside of the model) a corresponding mathematically calculable
change to another variable, both changes should be made."

"If a change in one variable obviously requires a change to
another variable, and each of the three of you considers the
required change clear, the change should be made," Judge Lynn
instructs Messrs. Coleman, Morgan and Snyder.  "In other cases
where a change in one variable results in disagreement over the
need for change or the amount of change in another variable, you
should present the change to me.  In each case in the latter two
categories the Examiner should advise the Valuation Parties of
the changes in his next report to them."

The Court tells Messrs. Morgan, Coleman and Snyder to utilize
facts currently known.  "The limitations on the use of data that
is not disputable but was not available during the valuation
hearing is that, if use of that data requires making new
assumptions that do not automatically flow from the data, the new
data should not be used."

"Put another way, if for example, the California Settlements,
which have been approved by the court, can be included in the
revised Business Plan without the need for new judgments
concerning, other assumptions, they should be included.  If their
inclusion, however, requires new estimates concerning which
facilities will be operated and when they will be operated, then
those settlements should be excluded," Judge Lynn continues.

In particular, Judge Lynn rules that his June 30, 2005, ruling is
amended to provide for the use of June 30 results, and for the
December 31, 2005 emergence.

Judge Lynn also notes that his ruling regarding PEPCO's
obligations and NOL usage is premised on:

    (1) U.S. District Court Judge John McBryde's rulings regarding
        the Debtors' obligations to PEPCO being affirmed on
        appeal;

    (2) the Debtors assuming executory agreements with PEPCO; and

    (3) the Debtors curing monetary defaults (if any) in those
        agreements upon emergence.

Respecting taxes, Judge Lynn authorizes Deloitte & Touche, LLP,
to recalculate taxes under the Debtors' business plan.

The Court maintains that the VIC's proposed handling of
commodities is consistent with its ruling.  "Unless PIRA issues a
new long-term coal forecast by July 31, its forecasts for all
commodities will be excluded, and my ruling is amended
accordingly," Judge Lynn rules.

Judge Lynn also adopts the VIC's recommendation regarding
hedging.

Judge Lynn further rules that:

    1. Changes to other variables (e.g., O&M, capital
       expenditures, etc.) should be dealt with by the VIC.  If
       the changes are not mathematically derived, similarly
       ascertainable or clearly appropriate, they must be
       submitted to the Court;

    2. LTM values will be calculated and weighted as suggested by
       the VIC;

    3. NRG notes receivable and interest or payments on them
       should be considered in current amounts, as reported.
       Thus, the ruling should be amended accordingly;

    4. In the absence of guidance, I.B.E.S. estimates may be used
       in calculating comparable company multiples;

    5. In the event that the VIC's proposed treatment of DCF exit
       multiples is approved, and, to the extent necessary, the
       ruling should be amended;

    6. The VIC's proposed calculation of a WACC is appropriate,
       except the same debt or equity proportions as used in
       Blackstone's May 2 report will be used in calculating the
       WACC; and

    7. To resolve a number of issues respecting the Philippine
       operations, the ruling is amended to provide that the
       Philippines will be included in total enterprise value at
       the high end of the valuation spectrum ascertained by The
       Blackstone Group.

With respect to the break down of the $450 million of additional
value, Judge Lynn explains that the bulk of it is $357 million of
International Restricted Funds.  "The $357 million may be
accounted for either in that line item or as a reduction of
working capital.  Six million [dollars] is from payment of
international debt.  [Sixty] million [dollars] is from excess
cash, and $15 million is value attributable to the Lovett
facility.  The balance of the $450 million, [which is $12
million] is rounding [or] miscellaneous."

Judge Lynn wrote that he is dismayed at the amount of time
necessary to complete recalculation of value.  "The [Mirant]
Committee is quite correct: I had expected a result long before
mid-September.  However, I see no alternative to proceeding as
the VIC proposes."

"Prior to issuing my June 30 ruling," Judge Lynn continues, "I
attempted to calculate a value using 'benchmarks' as suggested by
Debtors' counsel in closing during the valuation hearing.  The
result, [which is $10.5 - 11.5 billion] was unsatisfactory in my
view because:

    (1) the value would not withstand any sort of careful review
        (e.g., it accounted for changes in gas prices but not
        other commodities); and

    (2) the approximation did not, in my judgment, clearly show
        that equity was, or was not, in the money."

"Of course, if the Debtors and the committees can agree to this
approximate range of value, there would be no need for
recalculation of value.  I doubt such agreement could be
reached," Judge Lynn notes.

"On the other hand, the VIC may see a way to approximate value
sufficient to allow the confirmation process to go forward.
Failing that, I hope the VIC will do its utmost to beat its
schedule, and the Debtors and other principal parties will at
least be able to build around a value-to-be-filled-in in the
disclosure statement so that a hearing on disclosure may be
held."

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


NEXTEL COMMS: Completes Exchange Offer and Consent Solicitation
---------------------------------------------------------------
Nextel Communications Inc. (NASDAQ:NXTL) said that as of 12:00
midnight, New York City Time, on Aug. 5, 2005, holders of
approximately 99% of the outstanding principal amount of Nextel's:

    (i) 7.375% Senior Serial Redeemable Notes due 2015, Series A,

   (ii) 6.875% Senior Serial Redeemable Notes due 2013, Series B,
        and

  (iii) 5.95% Senior Serial Redeemable Notes due 2014, Series C,

in the aggregate tendered Original Notes.  The noteholders also
delivered consents in connection with Nextel's Offer to Exchange
and Consent Solicitation announced on July 11, 2005.  At the
Expiration Date, $2,102,267,000 of the Series A Notes,
$1,458,404,000 of the Series B Notes and $1,157,164,500 of the
Series C Notes had been tendered for exchange and consents
relating to the proposed amendments described below had been
delivered in respect of such Original Notes.

In accordance with the terms and conditions of the Offer to
Exchange and Consent Solicitation, Nextel and the trustee under
the indenture relating to the Original Notes have executed and
delivered a first supplemental indenture containing the proposed
amendments described in the Offer to Exchange and Consent
Solicitation Statement, dated July 11, 2005.

The amendments to the indenture include:

    (a) eliminating the covenant to provide financial information
        with respect to the Original Notes;

    (b) providing that certain of the restrictive covenants
        relating to the Original Notes will terminate upon the
        earlier of:

         (i) the consummation of the proposed merger between a
             subsidiary of Sprint Corporation and Nextel or

        (ii) the Original Notes achieving a rating of investment
             grade; and

    (c) amending the provision relating to supplemental indentures
        to allow Nextel to amend the indenture and any notes
        issued thereunder without the consent of holders to
        provide additional rights or benefits to the holders or
        to effect other changes that do not adversely affect the
        legal rights of any holder under the indenture.

The modified provisions regarding the termination of covenants
described above apply only to the remaining outstanding Original
Notes and not to the notes issued in exchange for the Original
Notes.

Pursuant to the Statement, Nextel also accepted for exchange:

    (i) $2,102,267,000 of the Series A Notes for an equal
        aggregate principal amount of newly issued 7.375% Senior
        Serial Redeemable Notes due 2015, Series D,

   (ii) $1,458,404,000 of the Series B Notes for an equal
        aggregate principal amount of newly issued 6.875% Notes
        dues 2013, Series E, and

  (iii) $1,157,164,500 of the Series C Notes for an equal
        aggregate principal amount of newly issued 5.95% Notes due
        2014, Series F.

The terms of the Exchange Notes are substantially identical to the
Original Notes with two exceptions:

    (a) the Exchange Notes will have the benefit of a new covenant
        under which Nextel will undertake to seek from Sprint,
        which will be renamed "Sprint Nextel" following
        consummation of the proposed merger between Nextel and
        Sprint, a guarantee of all Nextel's payment obligations
        with respect to the Exchange Notes; and

    (b) the Exchange Notes have the benefit of a new covenant with
        respect to the provision of financial information and
        reports similar to the existing covenant relating to the
        provision of financial information and reports, with the
        exception that if the Exchange Notes are subsequently
        guaranteed by a parent guarantor, the financial statements
        and reports required to be provided by such covenant may
        instead be provided by the parent guarantor.

The provisions applicable only to the Exchange Notes are set forth
in a second supplemental indenture entered into by Nextel and the
trustee.

Nextel Communications, a FORTUNE 200 company based in Reston,
Virginia, is a leading provider of fully integrated wireless
communications services and has built the largest guaranteed all-
digital wireless network in the country covering thousands of
communities across the United States.  Today 95% of FORTUNE 500(R)
companies are Nextel customers.  Nextel and Nextel Partners, Inc.
currently serve 297 of the top 300 U.S. markets where
approximately 264 million people live or work.

                            *     *     *

As reported in the Troubled Company Reporter on August 8, 2005,
Standard & Poor's Ratings Services ratings on Sprint Corp. and  
Nextel Communications Inc. remain on CreditWatch with positive
implications based on operating and financial improvement.

At the same time, Standard & Poor's expects to raise its corporate
credit rating on Nextel to 'A-' from 'BB+', and raise the rating
on Nextel's senior unsecured debt to 'A-' from 'BB'.  The outlook
on the merged "Sprint-Nextel" will be stable.  The ratings on both
companies were independently placed on CreditWatch with positive
implications -- Sprint On Oct. 8, 2004, and Nextel on Oct. 27,  
2004 -- based on operating and financial improvement, and remained
on CreditWatch following the Dec. 15, 2004, announcement of the
merger agreement.


NORTHWEST AIRLINES: Mechanics Return to NMB Negotiating Table
-------------------------------------------------------------
The Aircraft Mechanics Fraternal Association has agreed to
continue National Mediation Board-hosted negotiations with
Northwest Airlines (Nasdaq: NWAC) in Washington, D.C., next week.

Northwest wants to reach a consensual agreement, in advance of the
Aug. 20 deadline, that provides wage and benefit levels that are
fair to its AMFA employees while allowing Northwest to stem its
record operating losses.  The company continues to believe that it
is in the best interest of employees for the two parties to meet
in order to reach an agreement.

The union left the negotiating table on Aug. 3, disclosing that
the Company is only repeating its previous demand that would
require AMFA members to approve a contract in which 53 percent of
them would lose their jobs.  "Common sense should tell Northwest
that's a non-starter," AMFA National Director O.V. Delle-Femine
said.  Other demands already deemed non-acceptable by AMFA include
pay cuts for remaining employees of 25-26 percent, along with
other major concessions.

Union members have already authorized an Aug. 20 strike if no
agreement is reached by that time.

Northwest must realize at least $1.1 billion in annual labor cost
savings in order to restructure successfully.  In addition to
negotiations with AMFA, Northwest is in federal mediation with The
International Association of Machinists and Aerospace Workers and
The Professional Flight Attendants Association.  Also, the airline
is in discussions with representatives of its other unions.

                     Bankruptcy Warning

The Company warned that it may be forced to consider filing a
chapter 11 petition if:

   -- it is unsuccessful in achieving the necessary labor cost
      savings;

   -- it suffers significant operational disruptions as a result
      of a strike or other workforce actions;

   -- it does not secure a freeze of the defined benefit plans for
      the contract workforce;

   -- it fails to obtain legislative relief of its pension funding
      obligations in the near future; or

   -- it is unable to access the capital markets to meet current
      and future obligations.

Aircraft Mechanics Fraternal Association --  
http://www.amfanatl.org/-- represents more aircraft technicians  
than any other union.  AMFA's craft union represents aircraft
maintenance technicians and related support personnel at Alaska  
Airlines, ATA, Horizon Air, Independence Airlines, Mesaba  
Airlines, Northwest Airlines, Southwest Airlines and United  
Airlines.  AMFA's credo is "Safety in the air begins with quality
maintenance on the ground."  

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.

                         *     *     *

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.


PANTRY INC: Lenders Agree to Amend Loan Agreement
-------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) entered into an amendment with its
lenders to the loan agreement under its senior credit facility,
effective Aug. 5, 2005.  

The amendment has the effect of bringing the Company into
compliance with the loan agreement after giving effect to the
previously announced restatement of financial statements.

The terms of the amendment include:

   -- The limitation on additional indebtedness and capital lease
      obligations in the loan agreement has been eliminated as
      long as borrowings are incurred to finance acquisitions,
      certain capital expenditures and related fees and expenses;

   -- Leverage ratio requirements, as defined in the loan
      agreement, have been increased by 50 basis points --
      approximately the same amount by which the restatement
      increases the Company's leverage ratio as of June 30, 2005;
      and

   -- The limitation on net capital expenditures has been
      increased from 30 percent to 35 percent of EBITDA, as
      defined in the loan agreement.

In connection with the amendment, the Company also received from
its lenders a waiver of the default in the loan agreement caused
by the restatement. The full text of the waiver and amendment are
being included in a Current Report on Form 8-K to be filed by the
Company with the Securities and Exchange Commission.

Peter J. Sodini, President and Chief Executive Officer of The
Pantry, said, "We are very pleased to have resolved this matter,
and would like to thank our lenders for moving so quickly to
approve this amendment. Their prompt action is consistent with our
previous statement that this restatement will have no impact on
The Pantry's cash flow dynamics or any other fundamental
characteristic of our business, including our ability to continue
growing through acquisitions."

                     Financial Restatements

As reported in the Troubled Company Reporter on Aug. 1, 2005, the
Company said it intends to restate certain of its prior period
financial statements to correct its accounting for transactions
that it characterized as sale-leaseback transactions.  This change
is the result of the determination by the Company in consultation
with its independent registered public accountants that such
transactions must be accounted for as financing transactions
rather than sale-leaseback transactions.   

The change will not affect the Company's cash flow and will have a  
minimal impact on earnings per share and retained earnings.  The  
restatement recharacterizes the transactions as financing  
transactions, with the assets and related financing obligation  
carried on the balance sheet.  As a result, approximately  
$177 million in additional debt will be recorded as of June 30,  
2005, with a similar increase in assets.   

                           Default

While the Company is in compliance with all of the financial ratio  
covenants of the loan agreement under its credit facilities, the  
increase in debt will put it in default because of provisions that  
limit the Company's ability to incur additional indebtedness.  The  
Company currently is in the process of obtaining an amendment to  
the loan agreement.  

The Company expects the restatement to reduce fiscal 2004 net
income by approximately $1.7 million.  For the first nine months
of fiscal 2005, the impact is partially offset by reversing
certain straight-line rent charges recorded earlier in the year,
resulting in a decrease in net income of approximately $400,000.

                        Audit Review

During the third fiscal quarter, the Company's independent  
registered public accountants advised management that they were  
reviewing the accounting the Company had previously applied to  
sale-leaseback transactions - which the registered public  
accountants had previously considered in their periodic audits and  
reviews.  Certain technical issues were identified that had the  
potential to cause certain of these transactions to not qualify  
for sale-leaseback accounting treatment.  One of these issues  
impacts almost all of the Company's previously reported sale-
leaseback transactions - whether the retention by the Company of  
ownership of underground fuel storage tanks represents a  
continuing involvement in the leased property that precludes  
treating these leases as operating leases pursuant to sale-
leaseback accounting rules.  Although generally accepted  
accounting principles on this topic are not clear, the Company has  
concluded at this time that a restatement is appropriate.  

The Company had previously believed that its sale-leaseback  
accounting treatment was appropriate under Generally Accepted  
Accounting Principles.  The Company is unaware of any evidence  
that these restatements are due to any intentional noncompliance  
with GAAP by the Company.  However, after further review of  
various interpretations of these technical accounting matters and  
discussions with its independent registered public accountants,  
the Company has concluded that the restatements were appropriate.   
The preliminary results announced in this release utilize the  
accounting treatment, which will be reflected in the restatement  
of our historical financial statements.  Because the restatement  
is not yet completed, the expected impact of the restatement  
contained herein is preliminary and subject to a final review by  
management and the audit committee and the audit or review by the  
Company's independent registered public accountants.   

Headquartered in Sanford, North Carolina, The Pantry, Inc. --  
http://www.thepantry.com/-- is the leading independently operated  
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo  
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil  
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.


PANTRY INC: S&P Raises Senior Sub. Debt Rating to B- from CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Sanford,
North Carolina-based The Pantry Inc. and removed them from
CreditWatch where they had been placed with developing
implications on July 28.
     
Both the corporate credit rating and the senior secured bank loan
ratings were raised to 'B+' from 'B-', while the senior
subordinated debt rating was raised to 'B-' from 'CCC'.  The
outlook is stable.
      
"This action follows the company's disclosure that it had entered
into an amendment with its lenders under its senior credit
facility that had the effect of bringing the company back into
compliance with certain covenants," said Standard & Poor's credit
analyst Gerald Hirschberg.
     
These covenants had been previously breached as a result of a
restatement of sale-leaseback transactions to financing
transactions.  As a result, approximately $177 million in
additional debt was recorded as of June 30, 2005.  This increase
in debt put the company in default since provisions of the loan
agreement limited the incurrence of additional debt.  The Pantry
also said that its lenders had granted a waiver of that default.
     
The Pantry is a leading independently operated convenience store
chain in the Southeast with about 1,386 stores in 11 states.


PAUL MEYLIKER: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paul Meyliker
        1775 14th Avenue
        San Francisco, California 94122

Bankruptcy Case No.: 05-32522

Chapter 11 Petition Date: August 9, 2005

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Matthew J. Shier, Esq.
                  Pinnacle Law Group
                  425 California Street, #1800
                  San Francisco, California 94104
                  Tel: (415) 394-5700

Total Assets: $1,041,365

Total Debts:  $3,312,993

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ribas Management Corporation                            $464,298
c/o David Russo
Sterling & Clack
101 Howard Street, Suite 400
San Francisco, California 94105

Nelly Merzheritsky                                      $235,460
c/o David Russo
Sterling & Clack
101 Howard Street, Suite 400
San Francisco, CA 94105

Greenpoint Mortgage Funding, Inc.                       $200,000
P.O. Box 84013
Columbus, GA 31908-4013

The Mechanics Bank            Value of security:         $48,372
                              $48,000

Vladimir Meyliker                                        $35,000

Citi Platinum Select                                     $18,469

Key Bank                                                 $12,215

United Mileage Plus                                      $10,270

PG&E                                                        $255

SFPUC/Water Dept.                                            $83

World-Link Solutions                                         $81

SBC                                                          $75

Sunset Scavenger                                             $47

Dish Network                                                 $42


PORTRAIT CORP: Jan. 31 Balance Sheet Upside-Down by $171 Million
----------------------------------------------------------------
Portrait Corporation of America Inc., reported financial results
for the year ended January 31, 2005.  The Company experienced a
net loss of $29,740,000 for the year ended January 31, 2005,
compared to a $1,322,000 net income for the year ended Feb. 1,
2004.  For the year ended January 31, 2005, the Company's current
liabilities exceeded its current assets by $39.4 million.  Total
liabilities exceeded its total assets by $156.0 million for the
year ended January 31, 2005.

Its principal sources of liquidity are cash flow from operations
and borrowings under its new $10.0 million senior secured
revolving credit facility and supported by its new $20.0 million
letters of credit facility.  The Company's principal uses of cash
are interest payments on debt, capital expenditures and seasonal
working capital.  During fiscal 2004, the Company used $21.4
million in cash on purchases of property and equipment compared to
$21.1 million used during fiscal 2003.  During fiscal 2004, it
also used $1.1 million on the acquisition of certain assets and
liabilities of Hometown Threads(R).  Portrait Corp.'s working
capital deficit increased to $39.4 million as of January 30, 2005
from $39.6 million as of February 1, 2004.  At July 15, 2005, the
Company had no borrowings under its new senior secured revolving
credit facility.  As of July 15, 2005, there was $10.0 million
borrowing availability under the new senior secured revolving
credit facility.

                       Covenant Waivers

At Oct. 31, 2004, the Company was not in compliance with certain
financial covenants contained in the agreement for its prior
senior secured credit facility.  The Company subsequently amended
this agreement with the lenders on Dec. 14, 2004, and obtained
waivers of these covenants from Oct. 31, 2004, through Jan. 31,
2005.  On Feb. 4, 2005, the Company and the lenders executed
another amendment effective as of Jan. 31, 2005, that reset
certain financial covenants through January 29, 2006.

                      AgfaPhoto Payables

During fiscal 2004, the Company was also unable to meet the
payment terms of AgfaPhoto USA Corporation, its key supplier of
photographic film, paper, and processing chemistry. Portrait Corp.
has negotiated payment terms with AgfaPhoto USA Corporation that
extend the payment date for its outstanding payables (including
interest which had been accrued at an annualized rate of 6%) as of
June 15, 2005, until June 15, 2006, and has agreed to pay for
products purchased from AgfaPhoto USA Corporation on, or after,
June 15, 2005 at, or prior to, their delivery.  The Company is
seeking to enter into a revised supply contract with AgfaPhoto USA
Corporation within the next few months.  However, there is no
assurance that it will be able to do so.

                  German Insolvency Proceedings

Additionally, on May 27, 2005, AgfaPhoto USA Corporation's German
parent company, AgfaPhoto GmbH, filed a petition for insolvency.
While Portrait Corp. has been informed that AgfaPhoto USA
Corporation has sufficient funding to continue its normal
operations in the foreseeable future, if AgfaPhoto USA Corporation
becomes unable to continue to provide supplies to Portrait Corp.
under its current contract, Portrait Corp. will need to obtain an
alternative source of supplies.  If it enters into an agreement
with an alternative supplier at less desirable terms than the
terms of its agreement with AgfaPhoto USA Corporation, Portrait
Corp. may be required to raise additional equity and/or debt
financing.

                       New Senior Notes

On July 15, 2005, the Company issued $50 million aggregate
principal amount of senior secured notes due 2009 and
simultaneously entered into a new four-year $10 million senior
secured revolving credit facility and a new four-year $20 million
letters of credit facility.  The new letters of credit facility
and the new senior secured revolving credit facility are contained
in the new credit agreement.

The Company used:

    * $32.5 million of the net proceeds of its senior secured
      notes offering to fully repay its prior senior secured
      credit facility,

    * $9.8 million was placed in escrow to satisfy the interest
      payment due on August 1, 2005 relating to obligations under
      the senior notes,

    * $3.9 million was used to pay fees and expenses related to
      the issuance of the senior secured notes, and

    * the remaining $3.8 million will be used for working
      capital.

Management anticipates, based on the currently proposed plans and
assumptions, that the net proceeds from the issuance of the senior
secured notes together with the additional liquidity provided
under its new senior secured revolving credit facility and new
letters of credit facility and obtaining waivers of existing
defaults under its debt agreements will be sufficient to satisfy
the Company's cash requirements in fiscal 2005.

                    Business Initiatives

Portrait Corp.'s funding needs for fiscal 2005 depend on many
factors, including the Company's ability to successfully implement
measures to improve its performance.  In order to proactively
address the negative same studio sales in its Wal-Mart permanent
studios, the management team has implemented several initiatives
since the beginning of fiscal 2005 designed to increase same
studio sales.  These initiatives are focused on increasing average
transaction size per customer as well as customer traffic.

Examples of these initiatives include:

    * increased external recruiting of field operations
      management,

    * instituting a new bonus program for field associates,

    * launching new marketing initiatives,

    * re-implementing the successful "Portrait Smiles" customer
      continuity program which was previously eliminated in fiscal
      2003,

    * re-introducing a mid-tier price point in package offers to
      improve the customer experience and to encourage customer
      trade ups, and

    * increasing the opening price point.

Nonetheless, there is no assurance these measures will be
successful and the Company may require additional capital to meet
its operating needs.

Management estimates of fiscal 2005 funding needs assume a
continuation of its studio openings in Wal-Mart, further
evaluation of other specialty retail concepts in Wal-Mart retail
locations and the return of positive same store sales to its
business.

Management will continue to monitor sales, financial results and
the Company's liquidity position and, if necessary, will execute
further actions to mitigate its concerns with regard to its
liquidity position including, but not limited to, further
reductions in general and administrative expenses and capital
expenditures.

In the event that its business plans change, or the assumptions
used to predict funding needs change or prove inaccurate, the
Company may be required to seek additional financing.  In
particular, during fiscal 2006 it will be required to pay
$20.7 million of interest bearing extended vendor payables, which
obligation has not been included in its funding need estimates for
fiscal 2005.  The Company has no current arrangements with respect
to sources of additional financing and its failure to improve its
results of operations will likely make it more difficult and
expensive for it to raise additional capital that may be necessary
to continue its operations.  The covenants in the new senior
secured revolving credit facility and instruments governing other
debt, including the indenture governing the senior secured notes,
limit Portrait Corp.'s ability to incur more debt.

The Company's ability to borrow under the new senior secured
revolving credit facility and to use its new letters of credit
facility depends on the Company's ability to meet the lenders'
borrowing conditions at the relevant times.  The new senior
secured revolving credit facility provides for limitations on
borrowings based on 125% of PCA LLC's consolidated trailing twelve
months earnings before interest, taxes, depreciation and
amortization as defined in the agreement, less any letters of
credit outstanding under the new letters of credit facility.

Revolving loans under the new senior secured revolving credit
facility, at the Company's option, bear interest payable on a
monthly basis at either:

    * a rate equal to the prime rate announced by Wells Fargo
      Foothill, Inc., from time to time plus a margin to be
      determined within a range between 1.75% and 3.00% (which is
      fixed at 5.00% until July 30, 2006), based on Portrait
      Corp.'s consolidated trailing twelve months EBITDA; or

    * a rate equal to LIBOR (the London Interbank Offered Rate)
      plus a margin to be determined within a range between 3.75%
      and 5.00% (which is fixed at 5.00% until July 30, 2006),
      based on Portrait Corp.'s consolidated trailing twelve
      months EBITDA;

provided that at no time will any portion of indebtedness owing
under the new senior secured revolving credit facility bear
interest at a per annum rate of less than 6.00%.  The new senior
secured revolving credit facility contains customary negative
covenants that limit or restrict, among other things, subject to
certain exceptions, the incurrence of indebtedness, the creation
of liens, mergers, consolidations, transactions with affiliates,
amendments to material agreements, investments, dividends and
asset sales by PCA LLC and its subsidiaries.

The Company experienced a significant downturn in operations in
2004 which resulted in a net loss in 2004 and lower gross profit
as compared to 2003.  This resulted in the Company's non-
compliance with certain financial covenants concerning its debt
and its inability to meet certain commitments at existing levels
of cash flow from operations.

Portrait Corporation of America, Inc., is the largest operator of
retail portrait studios in North America and one of the largest
providers of professional portrait photography products and
services in North America based on sales and number of customers.  
Operating under the trade name Wal-Mart Portrait Studios, the
Company is the sole portrait photography provider for Wal-Mart
Stores, Inc.  As of January 30, 2005, the Company operated 2,401
permanent portrait studios in Wal-Mart discount stores and
supercenters in the United States, Canada, Mexico, Germany and the
United Kingdom and provided traveling services to approximately
1,000 additional Wal-Mart store locations in the United States.  
The Company also serves other retailers and sales channels with
professional portrait photography services.

At Jan. 31, 2005, Portrait Corporation of America Inc.'s balance
sheet showed a $171,041,000 stockholders' deficit, compared to a
$141,144,000 deficit at Feb. 1, 2004.


PRICELINE.COM: Earns $16.8 Million of Net Income for 2nd Quarter
----------------------------------------------------------------
Priceline.com Incorporated (Nasdaq: PCLN) reported its financial
results for the second quarter 2005.

Gross travel bookings for the quarter were $569.5 million, a 20.3%
increase over the same period a year ago.  Gross travel bookings
refer to the total dollar value, inclusive of all taxes and fees,
of all travel services purchased by consumers.

Revenues in the 2nd quarter were $266.6 million, a 2.8% increase
over the same period a year ago.  Second quarter 2005 results
include the operating results of Active Hotels, acquired in
September 2004, and Travelweb, acquired in May 2004.

Priceline.com's GAAP gross profit for the 2nd quarter 2005 was
$65.2 million, up 21.3% over the same period in the previous year,
while GAAP net income for the 2nd quarter 2005 was $12.4 million.

Pro forma gross profit for the 2nd quarter 2005 was $65.6 million,
a 20.1% increase over the same period a year ago.  Pro forma net
income for the 2nd quarter 2005 was $16.8 million, an increase of
28.1% over the same period in the prior year.

"Priceline posted strong bottom line results in the second quarter
aided by our diverse service offerings and expense controls," said
priceline.com President and Chief Executive Officer, Jeffery H.
Boyd.  "Solid growth in priceline.com's European operations and
the launch of our new U.S. retail hotel service helped drive solid
growth in gross travel bookings."

Mr. Boyd continued, "In an increasingly competitive online travel
market, priceline.com continues to focus on developing new
services and markets, offering differentiated products under a
distinctive brand, and operating one of the market's most
efficient cost structures.  The recent acquisitions of U.K. based
Active Hotels and Netherlands based Bookings B.V. make Priceline
Europe one of Europe's largest and fastest growing online hotel
reservation services with a unique combined inventory of
approximately 18,000 hotels.  With the launch of our new U.S.
retail hotel service last quarter, priceline.com's customers now
have more ways to enjoy unique savings for all their travel needs.
Finally, we have established what we believe to be an important
new source of customers next year for our opaque services through
the marketing partnership with Orbitz, which we announced last
quarter.  We believe these initiatives will make significant
contributions to our results in the coming quarters."

Looking forward, Mr. Boyd said, "We believe that priceline.com has
a unique complement of travel services in the U.S. market, and a
leading position among European online hotel reservation services.
Going forward, we plan to build on our strengths in those markets
with further service enhancements and advertising support where
appropriate.  Also, we intend over time to continue to integrate
our global service offerings to make them available to all
priceline.com customers, regardless of where they live.  We
believe priceline.com is well-positioned to continue building its
business through the balance of 2005 and beyond."

Priceline.com is a travel service that offers leisure airline
tickets, hotel rooms, rental cars, vacation packages and cruises.
Priceline.com recently expanded its services so customers now have
a choice: they can pick from a broad selection of published
flights, hotels, rental cars and packages at published prices or,
for deeper savings, they can use priceline.com's Name Your Own
Price(R) service for their travel needs.  Priceline.com also has a
personal finance service that offers home mortgages, refinancing
and home equity loans through an independent licensee.

                        *     *     *  

Priceline.com's 1% convertible senior notes due 2010 carry   
Standard & Poor's single-B rating.


PRIMEDIA INC: Moody's Reviews $212MM Series H Stock's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service has placed all ratings of PRIMEDIA Inc.
on review for possible upgrade.  This action follows the company's
announcement that it has agreed to sell its business information
segment to PBI Media Holdings in a cash transaction valued at
approximately $385 million or 10.5 times EBITDA LTM June 30, 2005.

The rating review will consider the likelihood that proceeds will
be used to reduce PRIMEDIA's outstanding debt and preferred
obligations and the consequent impact that this will have on
PRIMEDIA's credit ratings.  The proposed purchase price is
modestly higher than the value previously anticipated by Moody's
and provides PRIMEDIA with an opportunity to reduce its debt
burden, preferred obligations and leverage.

The ratings placed on review include:

   * Corporate Family Rating (formerly Senior Implied Rating)
     -- B2

   * $175 million in senior secured floating rate notes, due 2010
     -- B2

   * $300 million of 8.0% senior notes, due 2013 -- B2

   * $475 million of 8.875% senior notes, due 2011 -- B2

   * $145 million of 7.625% senior notes, due 2008 -- B2

   * $212 million of Series H 8.625% exchangeable preferred stock,
     due 2010 -- Caa2

New York City-based PRIMEDIA Inc. is a specialty magazine
publisher as well as publisher and distributor of free consumer
guides.  The company recorded $1.1 billion in revenues for the
last twelve months ended June 30, 2005 pro forma for the sale.


QUALITY DISTRIBUTION: June 30 Balance Sheet Upside-Down by $28.2MM
----------------------------------------------------------------
Quality Distribution, Inc. (Nasdaq: QLTY) reported record revenues
for the quarter ended June 30, 2005 of $171 million, an 8.6%
increase over second quarter revenues of $157.4 million last year.
This represents the tenth consecutive quarterly year-over-year
increase in revenues.  Revenue for the six months ended June 30,
2005 increased 7.6% to $332.2 million from $308.6 million last
year.  Transportation revenue increased 5.2% from the prior year
quarter and by 4.7% from the prior six-month period, driven
primarily by rate increases.

"The underlying trends in our business continue to be favorable
and the pricing environment remains robust," President and Chief
Executive Officer Jerry Detter said.  "I've been very encouraged
by what I've found during my first weeks as CEO of Quality
Distribution.  We have a company that has the ability to generate
strong operating income from its core trucking operations and a
capable senior management team.  Our entire team is committed to
improving our results and enhancing shareholder value," Mr. Detter
added.

Net income for the quarter was $2.7 million as compared with a net
loss of $7.9 million in the second quarter of last year.  

During the second quarter of this year, the Company incurred
charges of approximately $1.6 million for costs related to the
recruitment and relocation of its new Chief Executive Officer and
severance costs.  The Company also incurred approximately $400,000
for class action litigation and related expenses associated with
our non-core insurance subsidiary, Power Purchasing, Inc.  
Adjusting for these events, which are not related to the Company's
ongoing core trucking operations, and tax affecting the loss
before taxes at a 35% tax rate would have yielded an adjusted net
income for the current quarter of $3.2 million, and $2.7 million,
as adjusted for the items in the last section of this release, in
the same period last year.

Tim Page, Chief Financial Officer, stated, "Excluding higher than
expected insurance expense in the second quarter of this year, our
margins were generally in line with our expectations."

Net income for the six month period was $5.6 million, as compared
with a net loss of $6.9 million, for the same period last year.
After adjusting for the items noted in the last section of this
release, and tax effecting income (loss) before taxes at a 35% tax
rate would have yielded an adjusted net income for the first six
months of $6.4 million, and $5.5 million, for the same period last
year.

Headquartered in Tampa, Florida, Quality Distribution, Inc.
through its subsidiary, Quality Carriers, Inc. and TransPlastics,
a division of Quality Carriers, Inc. and through its affiliates
and owner-operators, manages approximately 3,500 tractors and
7,300 trailers.  The Company provides bulk transportation and
related services.  The Company also provides tank cleaning
services to the bulk transportation industry through its
QualaWash(R) facilities.  Quality Distribution is an American
Chemistry Council Responsible Care(R) Partner and is a core
carrier for many of the Fortune 500 companies that are engaged in
chemical production and processing.

At June 30, 2005, Quality Distribution, Inc.'s balance sheet
showed a $28,248,000 stockholders' deficit, compared to a
$34,100,000 deficit at Dec. 31, 2004.


QWEST COMMS: Union Members Authorize CWA Leaders to Call Strike
---------------------------------------------------------------
Members of the Communications Workers of America working at Qwest
Communications (NYSE: Q) voted overwhelmingly to give CWA leaders
authorization to call a strike if a fair contract cannot be
reached.

Contract negotiations currently are underway on behalf of 25,000
CWA-represented workers at Qwest, with the contract expiring
effective 12:01 a.m. on Aug. 14.

CWA reported that 91% of Qwest members voted in favor of strike
authorization in balloting conducted by CWA local unions.  For a
strike to take place, the next step would be for CWA's executive
board to authorize President Morton Bahr to set a strike date.

"CWA wants to reach a fair agreement with Qwest, but management
must recognize that our members have made substantial sacrifices
to help keep Qwest in business over a very rocky period," said
Annie Hill, CWA District 7 Vice President.

"Our members want Qwest to succeed, but we also expect management
to come to the bargaining table with fair proposals, not excessive
demands for shifting health care costs to workers and retirees,
and demands for increased mandatory overtime work that force
workers to spend even more time away from their families," she
said.

On Aug. 5, 2005, at the bargaining table, the CWA bargaining team
delivered petitions from more than 10,000 active and retired
workers calling on the company to maintain health care benefits.

Ms. Hill noted that this is the first full contract bargaining
session since 1998.  Two contract extensions were approved by CWA
members in 2001 and 2003 as an investment in the company's future
in the wake of Qwest's serious financial difficulties caused by
the previous management team headed by Joseph Nacchio.  Mr.
Nacchio and other executives have been charged with fraud and
illegal business practices by the Securities and Exchange
Commission; the current management team took over in July 2002.

In mobilization actions throughout the district, CWA members are
reminding management that "we are the front line, not the bottom
line, and that quality service is key to helping Qwest succeed.
The talks cover workers at Qwest operations in 13 states: Arizona,
Colorado, Iowa, Idaho, Minnesota, Nebraska, New Mexico, North
Dakota, Oregon, South Dakota, Utah, Washington and Wyoming.

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

At June 30, 2005, Qwest Communications' balance sheet showed a  
$2,663,000 stockholders' deficit, compared to a $2,612,000 deficit
at Dec. 31, 2004.


REAL MEX: Second Quarter Net Income Climbs to $5.1 Million
----------------------------------------------------------
Real Mex Restaurants, Inc., filed its Form 10-Q for the quarterly
period ended June 26, 2005, with the Securities and Exchange
Commission on Monday, Aug. 8, 2005.  

The results indicate that total revenues increased to
$144.7 million, an increase of $57.2 million, or 65.5%, in the
second quarter of 2005 from the second quarter of 2004 due to the
inclusion of Chevys restaurant sales of $52.4 million combined
with comparable store sales increases of 3.2% in the second
quarter of 2005.  Net income also increased to $5.1 million in the
second quarter of 2005, an increase of $4.6 million from the
second quarter of 2004.

Real Mex Restaurants -- http://www.eltorito.com/
http://www.chevys.com/or http://www.acapulcorestaurants.com/--  
is the largest full-service, casual dining Mexican restaurant
chain operator in the United States, with 163 restaurants in
California and an additional 35 company-owned restaurants in
twelve other states. These include 70 El Torito Restaurants, 69
company-owned Chevys Fresh Mex Restaurants, 37 Acapulco Mexican
Restaurants, six El Torito Grill Restaurants, five company-owned
Fuzio Universal Pasta Restaurants, the Las Brisas Restaurant in
Laguna Beach, and several regional restaurant concepts such as
Who-Song & Larry's, Casa Gallardo, El Paso Cantina, Keystone Grill
and GuadalaHARRY'S. Real Mex Restaurants is committed to the
highest standards and is dedicated to serving the freshest Mexican
food with excellent service in a clean, comfortable, and friendly
environment.

                        *     *     *

Real Mex's 10% senior notes due 2010 carry Moody's Investors
Service's and Standard & Poor's single-B ratings.


RICKY STAFFORD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ricky Gene Stafford
        dba Stafford Auto Sales
        P.O. Box 206
        Clarksville, Tennessee 37040

Bankruptcy Case No.: 05-09343

Type of Business: The Debtor sells cars.

Chapter 11 Petition Date: August 8, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $1,709,925

Total Debts:  $833,716

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Farmers & Merchants           Wholesale Lot             $461,431
P.O. Box 1135                 Location: 722
Clarksville, TN 37041         Providence Blvd.
                              Clarksville, TN 37042
                              Value of security:
                              $250,000

American Express                                         $25,521
P.O. Box 650448
Dallas, TX 75265

Wells Fargo                                              $23,377
P.O. Box 98784
Las Vegas, NV 891938784

Internal Revenue Service                                 $15,000

Bank of America Visa                                      $4,000

Bank of America Visa                                      $3,600

James Corlew Chevrolet                                    $2,346

American Express                                          $2,076

Gary Matthews Motors                                        $858

The Wheel Shop & Tire Repair                                $845

Carcraft Solutions                                          $845

B & B 66 Service, Inc.                                      $634

Joe Heitz Toyota                                            $398

Lee's Automotive                                            $370

Texaco                                                      $326

Cinergy Communications                                      $260

Don's Radiator                                              $225

Liberty Auto Salvage                                        $200

Dent Magic                                                  $200

Jenkins & Wynne Ford                                        $161


ROGERS TELECOM: S&P Ups Ratings to BB & Lifts CreditWatch
---------------------------------------------------------
Standard & Poor's Rating Services raised its ratings on Rogers
Telecom Holdings Inc. (Rogers Telecom; formerly Call-Net
Enterprises Inc.) to 'BB' from 'B-', reflecting an equalization of
the ratings with its parent, Rogers Communications Inc. (RCI;
BB/Stable/B-2).  Furthermore, the ratings on Rogers Telecom were
removed from CreditWatch, where they were placed May 11, 2005,
when RCI announced that it had entered into a definitive agreement
to acquire Call-Net.  The acquisition closed as expected July 1,
2005, and RCI changed the name of the company on July 7.

At the same time, Standard & Poor's affirmed the 'BB' long-term
corporate credit ratings on RCI, Rogers Wireless Inc. (RWI), and
Rogers Cable Inc.  The outlook for RCI and its subsidiaries is
stable.
     
The rating revision follows a review of the parent-subsidiary
relationship between RCI and Rogers Telecom.  "We expect that the
subsidiary will become an integral part of RCI's communications-
related operations, and that RCI will provide the necessary
financial and operational support to the subsidiary," said
Standard & Poor's credit analyst Joe Morin.  

The acquisition of Call-Net is strategically important to RCI as
it will accelerate the company's expansion into residential
telephony, and will provide the combined entity with a nationwide
fiber optic network and a presence in the business
telecommunications segment.

In addition, acquired balance-sheet debt is modest at US$223
million in senior secured notes, representing about 2% of RCI's
total lease-adjusted debt.  Pro forma, credit measures should
improve marginally.
     
The ratings on RCI reflect the consolidation of the company with
its four main operating subsidiaries, which are all 100% owned:

   * Rogers Cable,
   * Rogers Media Inc.,
   * RWI, and
   * now Rogers Telecom.

The company's rating reflects its high debt leverage and negative
free operating cash flow, which are partially mitigated by the
company's investment-grade business profile, underpinned by
the strength of its national wireless business and regional cable
operations.
     
The stable outlook reflects S&P's expectations for improved credit
metrics in the medium term, and for maintenance of pro forma RCI
consolidated leverage (debt to EBITDA) of less than 5.5x in the
near term.

The outlook also reflects expectations for the successful
integration of both Microcell and Rogers Telecom, with no
deterioration in operating or financial performance at RWI
and Rogers Cable in the medium term.  If RCI does not perform as
expected and credit measures deteriorate, the ratings or outlook
could be negatively affected.

In particular, areas of risk include the integration of Microcell
at RWI and the roll-out of telephony at Rogers Cable, as well as
greater-than-expected pricing competition at RWI or Rogers Cable.
Conversely, if RCI were to reduce debt in the medium term
resulting in an improved financial risk profile, the outlook could
be revised to positive.


SAINT VINCENTS: Court Allows DASNY to Withdraw from Reserve Funds
-----------------------------------------------------------------
At the behest of the Dormitory Authority of the State of New York,
the U.S Bankruptcy Court for the Southern District of New York
lifts the automatic stay under Section 362 of the Bankruptcy Code
to allow DASNY to withdraw amounts from various reserve funds to
effect the timely payments on various bonds on August 1 and 15,
2005.

Geoffrey T. Raicht, Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that, before the Petition Date, Saint Vincent
Catholic Medical Centers of New York became indebted to DASNY and
to the New York State Medical Care Facilities Finance Agency for
the financing and refinancing its health care facilities,
including indebtedness secured by mortgages and liens on SVCMC's
accounts and evidenced by the "DASNY Mortgage Notes" and the
"MCFFA Mortgage Notes."

The DASNY Mortgage Notes were funded with proceeds derived from
three series of Federal Housing Administration-Insured Hospital
Mortgage Revenue Bonds issued by DASNY.  

The MCFFA Mortgage Notes were funded with proceeds derived from
two series of Hospital and Nursing Home FHA-Insured Mortgage
Revenue Bonds issued by the MCFFA.  On September 1, 1995, DASNY
succeeded to all of the powers, duties and functions of the
MCFFA.

The details of the Mortgage Notes are available for free at:

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

The Bond Trustees for each Bond Issue established funds and
accounts for the benefit of the owners of the Bonds, including a
debt service fund and a debt service reserve fund.

                        SVCMC's Payments

SVCMC is required to make monthly payments on the principal and
interest with respect to each Mortgage Note.  Amounts on deposit
in the Debt Service Fund with respect to each Bond Issue are
applied semi-annually to pay interest and the principal of the
Bond Issue, when due, and to redeem term bonds through sinking
fund installments.

The Debt Service Reserve Fund with respect to each Bond Issue is
funded with proceeds derived from the sale of the Bond Issue.  In
the event amounts in the Debt Service Fund for a Bond Issue are
not sufficient to pay the interest on, and maturing principal of,
the Bond Issue when due, the Bond Trustee is to apply amounts in
the Debt Service Reserve Fund to make the payments.  Interest
earnings on deposited amounts in the Debt Service Reserve Fund
with respect to each Bond Issue are to be deposited into the Debt
Service Fund with respect to the Bond Issue.

Each Mortgage Note is secured by, among other things, a
corresponding FHA-Insured Mortgage and other mortgages on SVCMC's
real property.

The Federal Housing Commissioner of the United States Department
of Housing and Urban Development under the applicable provisions
of the National Housing Act insures SVCMC's payment obligations
on the Mortgage Notes.

As of March 31, 2005, DASNY had $8 billion of tax-exempt bonds
outstanding for not-for-profit hospital facilities in New York
State.  FHA-insured mortgages secured 46% of the bonds.  Also, as
of February 2005, New York State hospitals represented 65% of
FHA's $4.9 billion national hospital insurance portfolio.

Commercial bond insurers insure the timely payment of principal
and interest on certain of the Bond Issues.

Mr. Raicht notes that, before the Petition Date, SVCMC paid its
monthly payment of principal and interest on the Mortgage Notes,
including the payment that were due on July 1, 2005.  However, on
August 1, 2005, $3,401,083 of interest and $3,410,000 of
principal were due on the Bonds.  On August 15, 2005, $2,634,912
of interest and $4,905,000 of principal will be due on the Bonds.

Absent the payments, the Bonds could go into default, even though
the mortgage payments have already been paid by the Debtor and
are now held by the Trustees in trust for the benefit of the
holders of the related Bonds.  Mr. Raicht says a default on the
Bonds would impair DASNY's ability to work cooperatively with the
Debtors as they seek to reorganize.  In addition, an assignment
of the Mortgages to the HUD -- which DASNY could be obligated to
do -- will affect the HUD's ability provide insurance on
mortgages and loans to other not-for-profit hospitals and nursing
homes in New York State.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the      
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: RCG Wants Adequate Protection of Security Interest
------------------------------------------------------------------
As reported in the Troubled Company Reporter on July 8, 2005, The
Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York gave Saint Vincent Catholic
Medical Centers of New York and its debtor-affiliates authority,
on an emergency basis, to use cash collateral securing repayment
of prepetition obligations to their Secured Creditors.

                         Parties Object

A. RCG Longview

RCG Longview II, L.P., as mortgagee, holds an interest to various
properties of the Debtors.  RCG's interests in the properties are
subordinate to Sun Life Assurance Company of Canada's.

Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck P.C., in New York, relates that, while RCG and Sun Life
agree that their interest appear, at this point in time, to be
oversecured, the equity cushion alleged by the Debtors is
substantially overstated and is not guaranteed to remain at the
levels indicated by the Debtors throughout the case.

In particular, since the Debtors have indicated to RCG that they
do not intend to make adequate protection payments to any of the
mortgagees, the debt against the properties will increase
substantially during the case, thus eroding any equity cushion,
which may exist at this time.

Mr. Ringel tells the Court that, prior to obtaining the first
loan, the Debtors had not disclosed the $60 million overstatement
of assets discovered by their auditors after the turnaround plan
presented to RCG, dated as of July 2004, was issued.  The second
loan was obtained by the Debtors only four business days before
the Petition Date.  The Debtors did not disclose to RCG at or
before the time they borrowed RCG's funds that they were
contemplating a Chapter 11 filing or that certain of their credit
facilities, including their account receivable funding facility,
were then in default and about to be terminated.

Under these circumstances, RCG asks the Court to condition the
approval of the Motion on adequate protection being given to RCG
in the form of monthly payments pursuant to the terms and
conditions of the loan documents executed by the Debtors in favor
of RCG.

In the alternative, RCG seek the Court's authority to participate
in the valuation hearing requested by Sun Life for the
Properties.

B. Department of Housing and Urban Development

The Debtors owe the Dormitory Authority of the State of New York
more than $180 million in respect of a series of mortgage revenue
bonds, secured by first mortgages and security interest on St.
Vincent's Hospital Manhattan, Mary Immaculate Hospital, St.
John's Hospital, Bayley Seton Hospital, St. Vincent's Hospital
Staten Island, and St. Mary's Hospital of Brooklyn.

The mortgage revenue bonds were issued by DASNY as financing
related to the Debtors' hospital facilities and were secured by a
pledge on the part of the Debtors to make mortgage payments that
fund debt service payments on the outstanding bonds.  The HUD
insures these mortgage payments pursuant to its Federal Housing
Administration Mortgage Insurance Programs.

Wendy H. Waszmer, Esq., explains the HUD does not presently have
sufficient information to reliably evaluate the Debtors'
assertion that the value of their real estate holdings
substantially exceeds the amount of the outstanding indebtedness
to DASNY, as insured by the HUD.  The Debtors have not
established the validity of any valuation.

Accordingly, the HUD seeks greater assurance that its interest as
mortgage insurer in the Debtors' property holding is, and will
remain, adequately protected.

DASNY, the HUD, and the Debtors are currently in discussion
regarding a consensual resolution that would ensure the
continuous payments of mortgage obligations to DASNY.

Nonetheless, the HUD is concerned that the Debtors will continue
to sustain significant operating losses, which will inevitably
lessen the net cash collateral to secure the HUD'S interest in
the estate.

Therefore, the HUD conditions its approval on the proposed DIP
Financing on:

   (a) the continuation of timely scheduled mortgage payments to
       DASNY on the mortgages insured by the HUD; and

   (b) the Debtors' provision of an additional monthly adequate
       protection payment of an amount greater than $1 million on
       the 10th day of every month, commencing as soon as
       possible, and in any event, no later than February 2006.

C. DASNY

The Dormitory Authority of the State of New York recognizes that
an amicable resolution provides the best opportunity to give the
Debtors the time necessary to focus on the reorganization
process.

Geoffrey T. Raicht, Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that the Debtors and DASNY are currently
engaged in discussions to resolve its concerns over the proposed
priming of its liens on the Debtors' receivables and the
continuous payments of SVCMC's mortgage obligations to DASNY.  

To the extent that an agreement with the Debtors cannot be
reached, DASNY is fully cognizant of its paramount obligation to
the holders of the Bonds it issued, and will not hesitate to take
any and all actions necessary to discharge that obligation --
which could include opposing the Debtors' attempt to prime
DASNY's first priority liens.

Mr. Raicht asserts that any priming litigation would have severe
consequences to the Debtors' precarious cash resources.  It would
also result in a default by the Debtors on their current mortgage
payments, which would leave DASNY no choice, but to assign the
Mortgages to the HUD.  The assignment could jeopardize the HUD's
willingness and ability to provide insurance on mortgages and
loans to other non-profit hospitals and nursing homes in New York
State.

                  HFG Responds to BNY Objection

HFG HealthCo-4 LLC asks the Court to overrule The Bank of New
York's objection.

Benjamin Mintz, Esq., at Kaye Scholer LLP, in New York, explains
that the Bank of New York's "interest" in the Debtors'
receivables arises solely by virtue of a conditional pledge made
by DASNY to BNY, pursuant to which DASNY expressly retained its
rights as mortgagee until there was an event of default by DASNY
under the Sisters of Charity Health Care System Corporation FHA-
Insured Mortgage Hospital Revenue Bonds, Series 1999.  Since an
event of default under the Bonds has not yet occurred, DASNY
retains its rights as holder of the security interests in the
Debtors' receivables, and BNY has no interest in this respect.

Accordingly, BNY does not have standing to be heard in its
capacity as indenture trustee for the Bonds as it is not a
secured creditor nor a party-in-interest in the Debtors' cases,
including with respect to the proposed DIP Financing.

In addition, BNY's request to elevate its derivative lien status
is unsustainable and fundamentally at odds with the unambiguous
text of the May 21, 2004 Intercreditor Agreement.

While the DASNY Intercreditor Agreement does not specifically
list the DASNY Loan Agreement, its subordination language is
sufficiently broad to encompass all of the receivables in which
DASNY was granted a security interest.

Mr. Mintz explains that the Intercreditor Agreement provides for
the subordination of DASNY's and BNY's liens in the prepetition
receivables to HFG HealthCo-4 LLC's liens, without any meaningful
exception.  The contemplated subordination is not limited to
DASNY's liens as granted pursuant to specified security
agreements.  Rather, it operates to subordinate all of DASNY's
liens in a specified pool of receivables.

                    Debtors Address Objections

James M. Sullivan, Esq., at McDermott Will & Emery LLP, New York,
advises the Court that the Debtors have consensually resolved all
disputes with DASNY and the HUD with respect to the DIP Financing
and the priming of liens to HFG.

In addition, GE Capital Public Finance, Inc.'s objection has also
been resolved.

The Debtors ask the Court to overrule the pending objections and
grant interim approval to the DIP Financing Motion:

(1) Bank of New York

In the light of their settlements with DASNY and the HUD, the
Debtors believe that the objections of The Bank of New York and
Manufacturers and Traders Trust Company should be withdrawn or
mooted because the Debtors will be making the monthly mortgage
payment of $2.4 million.

In the event that they are not withdrawn, the Debtors ask the
Court to overrule the objections on these grounds:

   (a) BNY is not a secured creditor and is, therefore, not
       entitled to adequate protection; and

   (b) BNY appears to be a third party beneficiary under a loan
       agreement dated as of January 27, 1999, between DASNY and
       SVCMC, as successor-in-interest to Sisters of Charity
       Health Care System Corporation, and not the holder of a
       perfected security interest.  DASNY is the only party with
       a perfected security interest in connection with the Loan
       Agreement.

Therefore, BNY has no standing to demand adequate protection of
its claims against SVCMC.  To the extent BNY has claims
independent of DASNY, the claims appear to be unsecured claims.

Even if BNY is considered a secured creditor:

  -- its rights would be no greater than DASNY's rights because
     BNY's rights are, at best, wholly derivative of DASNY's; and

  -- the value of the receivables would adequately protect BNY
     from any diminution in the value of its cash collateral;

SVCMC estimates the net value of its receivables to be $231
million.  Mr. Sullivan says the amount reflects the receivables
that will be actually collected and does not include receivables
that are unlikely to be collected.

"Because BNY, or more accurately DASNY, is owed only $19 million
with respect to the 1999 Bonds, DASNY is adequately protected
from any diminution in value of its interest in its cash
collateral," Mr. Sullivan points out.

(2) Sun Life and RCG

Mr. Sullivan assures the Court that the interest in the
collateral of Sun Life Assurance Company of Canada and Sun Life
Assurance Company of Canada (U.S.) is and will stay adequately
protected by a substantial equity cushion.

Even if SVCMC does not pay Sun Life any debt service with respect
to the Sun
Life Notes -- approximately $3.6 million a year -- Sun Life 's
equity cushion protects it from any diminution in value of its
interest in its collateral.

One year into these cases, assuming no change in the value of the
real estate, Sun Life's equity cushion will still amount to
approximately $71.3 million or approximately 58%; after two
years, Sun Life's equity cushion will still amount to
approximately $67.7 million or approximately 55%, which are still
substantial equity cushions.

With respect to the Westchester Notes, even if SVCMC does not pay
Sun Life its debt service of approximately $2.3 million a year,
Sun Life's substantial equity cushion protects it from any
diminution in value of its interest in its collateral.

One year into these cases, the equity cushion that Sun Life will
enjoy with respect to the Westchester Notes will amount to
approximately $39.9 million or approximately 55%; two years into
these cases, Sun Life's equity cushion with respect to the
Westchester Notes will amount to approximately $37.6 million or
approximately 52%, which are still significant equity cushions.

Similarly, as of the Petition Date, the Debtors owe RCG Longview
II, L.P., $16 million with respect to the Notes.  Based on
appraisals dated as of September 2004, the mortgaged properties
relating to the Notes were valued at $123.6 million.  Hence, on
the Petition Date, the Notes were oversecured by $58.9 million,
an equity cushion of 48%.

Mr. Sullivan warns Judge Beatty that Sun Life and RCG's request
for extensive discovery will divert precious estate resources at
a time when the Debtors cannot afford to do so.

Nonetheless, if the Court deems it necessary, SVCMC is prepared
to negotiate with Sun Life and RCG the terms of a scheduling
order providing for limited discovery and establishing dates for
an evidentiary hearing prior to or concurrently with the final
hearing on the DIP Financing Motion.

(3) Primary Care

The Debtors are engaging in negotiations with Primary Care
Development Corporation to resolve its objection.  To the extent
that the parties cannot reach a consensual resolution, SVCMC
reserves all its rights with respect to the objection.

SVCMC believes that Primary Care is adequately protected in view
of the Replacement Lien granted on the St. Dominic's Receivables
and the Superpriority Administrative Expense Claim to the extent
of any diminution in the value of Primary Care's interest in the
St. Dominic's Receivables.

             Debtors Propose to Use CCC Collateral

According to the Comprehensive Cancer Corporation, and contrary
to SVCMC's initial understanding, the receivables that the CCC
generates are property of SVCMC's estate.

In that light, the Debtors seek the Court's permission to use the
cash collateral generated by the prepetition CCC Receivables.

Mr. Sullivan explains that requiring SVCMC to escrow all cash
proceeds of the prepetition CCC Receivables in a segregated
account is not an acceptable solution for SVCMC and is unduly
punitive as a matter of fact and not supported as a matter of
law.  

The prepetition CCC Receivables amount to $18 million to
$22 million.  Based on its most recent cash flow projections,
SVCMC needs to use the proceeds of the prepetition CCC
Receivables as a source of funding of its operations.

In exchange, SVCMC is willing to grant the CCC:

    (i) a Replacement Lien; and

   (ii) a Superpriority Administrative Expense Claim to the
        extent of any diminution in the value of the CCC's
        interest in the prepetition CCC Receivables.

In addition, SVCMC proposes to continue paying the CCC all
amounts due for the CCC postpetition services under its agreement
with SVCMC.  In the event that the Replacement Lien and the
Superpriority Administrative Expense Claim granted to CCC prove
to be insufficient, the CCC will maintain the ability to seek
additional adequate protection in the future from SVCMC and
ultimately from the Court.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the      
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SALEM COMMS: Earns $3.6 Million of Net Income in Second Quarter
---------------------------------------------------------------
Salem Communications Corporation (Nasdaq: SALM) reported results
for the second quarter ended June 30, 2005.

"Despite a challenging quarter of flat revenue growth for the
overall radio industry, Salem achieved 6.2% same station revenue
growth and 10.6% same station operating income growth," Edward G.
Atsinger III, President and CEO, said.  "Salem's performance was a
result of strong same station growth at our News Talk stations,
which grew revenue by 23.7% and at our contemporary Christian
music station in Atlanta, which grew revenue by 20.0% in the
quarter.  Our Christian Teaching and Talk stations continued their
history of steady and consistent performance growing same station
revenue by 5.7% in the quarter."

Mr. Atsinger continued, "We remain confident about our future
growth prospects.  Our CCM format stations in Atlanta, Cleveland,
Portland and Honolulu each achieved their highest audience share
to date in their female 25-54 target demographic in Arbitron's
spring 2005 book.  Also in the spring book, KLTY's female 25-54
audience share was tied for #1 in the Dallas market.  This is a
significant accomplishment since it is the first time a CCM
station has been ranked #1 in the female 24-54 demographic in any
major market.  These audience trends position us favorably for
future revenue and profit growth.  Looking at our business as a
whole, our most significant growth opportunity is to develop to
maturity our start-up and early development stage radio stations.
Approximately half of our stations, including all of our News Talk
and many of our CCM stations, are in one of these development
stages. We intend to fully exploit this potential."

For the quarter ended June 30, 2005 compared to the quarter ended
June 30, 2004:

    * Net broadcasting revenue increased 7.8% to $51.5 million
      from $47.8 million;

    * Operating income decreased 6.0% to $11.2 million from $11.9
      million;

    * Net income increased to $3.6 million, from a net loss of
      $200,000;

    * Station operating income increased 5.6% to $20.0 million
      from $18.9 million;


For the six months ended June 30, 2005 compared to the six months
ended June 30, 2004:

    * Net broadcasting revenue increased 9.2% to $99.3 million
      from $91.0 million;

    * Operating income increased 2.5% to $20.1 million from $19.6
      million;

    * Net income increased to $5.9 million, from $1.1 million;

As of June 30, 2005, the company had net debt of $299.1 million
and was in compliance with all of its covenants under its credit
facilities and bond indentures.  Salem's bank leverage ratio was
4.98 as of June 30, 2005 versus a compliance covenant of 6.75.
Salem's bond leverage ratio was 5.43 as of June 30, 2005 versus a
compliance covenant of 7.0.

                          Acquisitions

Since March 31, 2005, Salem had five acquisition transactions:

    * KCRO (660 AM) in Omaha, Nebraska (Omaha-Council Bluffs
      market), for $3.1 million (now operated by Salem under a
      local marketing agreement);

    * WGUL (860 AM) in Dunedin, Florida (Tampa-St. Petersburg-
      Clearwater market), and WLSS (930 AM) in Sarasota, Florida
      (Sarasota-Bradenton market), for a total of $9.5 million;

    * KHLP (1420 AM) in Omaha, Nebraska (Omaha-Council Bluffs  
      market), for $900,000; and

    * KVMG (103.9 FM) in Yuba City, California (Sacramento market)
      via an exchange with Bustos Media (now operated by Salem
      under a local marketing agreement).

Since March 31, 2005, Salem has completed the acquisition, via an
exchange with Univision, of KSFS (94.3 FM) in Jackson, California,
(Sacramento market).

                         Divestitures

Since March 31, 2005, Salem had five divestiture transactions:

    * WCCD (1000 AM) in Parma, Ohio (Cleveland market) for
      $2.1 million (now operated by the acquirer under a local
      marketing agreement); and

    * KSFS (94.3 FM) in Jackson, California (Sacramento market)
      and KCEE (103.3 FM) in Grass Valley, California, via an
      exchange with Bustos Media, which included $500,000 of
      additional consideration paid to Salem (Salem is to retain
      call letters KSFS and KCEE and both stations are now
      operated by the acquirer under local marketing agreements).

Since March 31, 2005, Salem has completed the divestiture, via an
exchange with Univision, of KSFB (100.7 FM) in San Rafael,
California, (San Francisco market).

                       Stock Repurchases

On November 4, 2004, the company reported that its board of
directors authorized a stock repurchase program for up to
$25 million of stock.  During the quarter ended June 30, 2005, the
company repurchased 210,319 shares of its Class A common stock for
$3.8 million.

Salem Communications Corporation (NASDAQ:SALM) --
http://www.salem.cc/-- headquartered in Camarillo, CA, is the  
leading U.S. radio broadcaster focused on Christian and family-
themed programming. Upon the close of all announced transactions,
the company will own 105 radio stations, including 67 stations in
24 of the top 25 markets. In addition to its radio properties,
Salem owns Salem Radio Network(R), which syndicates talk, news and
music programming to approximately 1,900 affiliates; Salem Radio
Representatives(TM), a national radio advertising sales force;
Salem Web Network(TM), a leading Internet provider of Christian
content and online streaming; and Salem Publishing(TM), a leading
publisher of Christian-themed magazines.

                         *     *     *

Salem Communications' 7-3/4% senior subordinated notes due 2010
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


SFOGHI CONSTRUCTION: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sfoghi Construction Consultants, LLC
        20 River Road
        Apartment # 11K
        New York, New York 10044

Bankruptcy Case No.: 05-16267

Type of Business: The Debtor is a real estate holding and
                  construction company.

Chapter 11 Petition Date: August 9, 2005

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Bruce H. Kaplan, Esq.
                  20 River Road
                  New York, New York 10044
                  Tel: (212) 754-9164

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Robert Murray                 Executory Contract         Unknown
21 Oceanview Avenue
Valley Stream, NY 11581

Richard Gilmer, CPA           Executory Contract         Unknown
836 Hempstead Avenue
West Hempstead, NY 11552


SHOPKO STORES: Extends Offer for 9-1/4% Senior Notes to Aug. 10
---------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) extended its offer to purchase any
and all of its outstanding $100 million principal amount of 9-1/4%
Senior Notes due 2022 in connection with the previously announced
definitive merger agreement that provides for the acquisition of
ShopKo by Badger Retail Holding, Inc. and Badger Acquisition
Corp., which are affiliates of Minneapolis-based private equity
firm Goldner Hawn Johnson & Morrison Incorporated.

The Offer, scheduled to expire on Friday, Aug. 5, 2005 at 5:00
p.m., New York City time, will now expire at 5:00 p.m., New York
City time, on Wednesday, Aug. 10, 2005, unless further extended or
earlier terminated by ShopKo.  All other terms, provisions and
conditions of the Offer will remain in full force and effect.  The
terms of the Offer and Solicitation, including the proposed
amendments to the indenture governing the Notes, are described in
the Offer to Purchase and Consent Solicitation Statement dated
June 30, 2005, copies of which may be obtained from Global
Bondholder Services Corporation, the information agent for the
Offer, at (866) 736-2200 (US toll free) or (212) 430-3774
(collect).

ShopKo said it has been informed by the information agent that, as
of 5:00 p.m., New York City time, on August 5, 2005, approximately
$9.3 million in aggregate principal amount of Notes had been
tendered in the Offer.  This amount represents approximately 9.3%
of the outstanding principal amount of the Notes.

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as the dealer managers for the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, the lead dealer manager, at (212) 847-5834 or
(888) 292-0070.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or sell or a solicitation of consents with
respect to any securities.  The offer and consent solicitation are
being made solely by the offer to purchase and consent
solicitation statement dated June 30, 2005.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of  
quality goods and services headquartered in Green Bay, Wis., with
stores located throughout the Midwest, Mountain and Pacific  
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.  

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 18, 2005,   
Moody's Investors Service placed the long-term debt ratings of  
Shopko Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &  
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.  

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only $30
million of the purchase price to be funded by equity.  The company
has received a commitment from Bank of America to provide $700   
million in real estate financing and additional commitments from
Bank of America and Back Bay Capital Funding LLC to provide $415
million in senior debt financing.  

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.  

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of Shopko post
acquisition as well as the company's business strategy going
forward.  

These ratings are placed on review for possible downgrade:  

   * Senior implied of B1;  
   * Issuer rating of B2; and  
   * Senior unsecured notes due 2022 of B2.


SOUTHERN RESORTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southern Resorts, LLC
        dba Wonderland Lodge
        3889 Wonderland Way
        Sevierville, Tennessee 37862

Bankruptcy Case No.: 05- 34249

Type of Business: The Debtor operates a lodge and a restaurant
                  located in Sevierville, Tennessee.
                  See http://www.wonderlandlodge.com/

Chapter 11 Petition Date: August 8, 2005

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: John P. Newton, Jr., Esq.
                  Law Office John P. Newton, Jr.
                  9700 Westland Drive, Suite 101
                  Knoxville, Tennessee 37922
                  Tel: (865) 777-1106
                  Fax: (865) 777-1107

Total Assets: $1,529,285

Total Debts:  $993,792

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Ed Harmon - Harmon Properties                    $20,134
2140 Parkway
Pigeon Forge, TN 37863

William Powell                                   $20,000
425 Trenthan Lane Apt 2
Gatlinburg, TN 37738

Greg Tello                                       $14,000
2807 Jacaranda Avenue
Carisbad, CA 92009

J.W. Wallace                                     $12,000

Dan Setiaran                                     $11,567

Advanta Business Cards                            $5,133

Andy Latham Excuvating                            $4,500

Tony Diehl                                        $4,000

Ed Floyd/Joseph Floyd                             $2,500

Travelers Property Casualty                       $1,427

American Hotel Register Company                   $1,361

Berkshire Hathaway                                $1,286

Lacy & Moseley, PC                                  $897

Northern Tools & Equipment                          $722

Roy Patty                                           $600

Kahn & Company                                      $480

Valley Electric & Mechanical Inc.                   $447

The Cristian Guide                                  $295

Lamar Copy & Printing                               $283

The Daily Times                                     $128


STRATOS GLOBAL: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on remote
communications provider Stratos Global Corp. to negative from
stable on weak operating performance during the first half of 2005
year ended June 30.  At the same time, Standard & Poor's affirmed
its 'BB-' long-term corporate credit and bank loan ratings on
Stratos.
     
"Stratos' results were below our expectations for the past two
quarters, due to competitive pressures in its mobile satellite
services segment (MSS), and in particular due to strong pricing
pressures in one of its key products," said Standard & Poor's
credit analyst Joe Morin.
     
Revenues in the MSS segment were down 7% for the six months ended
June 30, 2005, as compared with the same period in 2004.  In
addition, excluding the effect of the Plenexis acquisition in
January 2005, revenues for the broadband segment were down 12%
over the same period.  Reported segment earnings for the MSS and
broadband divisions were down 19% and 26%, respectively, in first-
half 2005 as compared with first-half 2004, due to competitive
pressures and costs associated with the integration of Plenexis.
     
Stratos' strategy is to be a consolidator within the industry and
management has indicated its willingness to undertake a debt-
financed transaction in the near term, which could result in
further pressure on the ratings.  The current ratings and outlook
do not factor in any specific acquisition by Stratos, the effect
of which will be addressed should a potential acquisition
materialize.
     
The ratings on Stratos further reflect the below-average industry
profile of the remote communications sector, which is a highly
competitive niche segment within the broader telecommunications
sector.  Stratos generates more than 70% of its revenues and
segment earnings from the MSS industry as a distributor of mobile
satellite capacity, primarily through Inmarsat Ltd.  Although
Stratos has the leading market share of five major competitors in
the MSS division, the market is highly competitive and is subject
to revenue and earnings volatility.  The industry is fragmented
and highly competitive as the vast majority of MSS are provided
through a network of wholesale distributors.

Similarly, Stratos' other major business segment, broadband
services, which involves the provision of data services to remote
locations via satellite or microwave solutions, is also highly
fragmented and competitive.  Stratos is expected to remain an
industry leader within this niche segment of the
telecommunications industry.
     
The negative outlook reflects Standard & Poor's concerns regarding
the company's recent operating performance, including the decline
in revenues and reported segment earnings.  The ratings on Stratos
factor in our expectation that the company will maintain lease-
adjusted debt to EBITDA at or below 3.5x.

Should competitive pressures result in Stratos not being able to
improve operating performance in second half, and credit measures
deteriorate materially, the ratings could be lowered.  Should the
company announce an acquisition, the effect on ratings will be
addressed when sufficient information becomes available.  Should
any potential transaction result in a material degradation of key
credit measures, however, a lowering of the ratings would be more
likely.  Should the company be able to improve operating
performance and maintain credit ratios at current levels, the
outlook could be revised to stable.


STRUCTURED ASSET: Moody's Rates $928,000 Class B4 Certs. at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned Aaa to B2 ratings to the
senior and subordinate classes of the Structured Asset Securities
Corporation Mortgage Pass-Through Certificates Series 2005-RF3.
The transaction consists of the securitization of FHA insured, and
VA or RHS guaranteed reperforming loans virtually all of which
were repurchased from GNMA pools.

The credit quality of the mortgage loans underlying this
securitization is comparable to that of mortgage loans underlying
subprime securitizations.  However after the FHA, VA and RHS
insurance is applied to the loans, the credit enhancement levels
are comparable to the credit enhancement levels for prime-quality
residential mortgage loan securitizations.  The insurance covers a
large percent of any losses incurred as a result of borrower
defaults. Moody's expects collateral losses to range from 0.40% to
0.50%.

The Federal Housing Administration (FHA) is a federal agency
within the Department of Housing and Urban Development (HUD) whose
mission is to expand opportunities for affordable home ownership,
rental housing, and healthcare facilities.  The Department of
Veterans Affairs (VA), formerly known as the Veterans
Administration, is a cabinet-level agency of the federal
government.  The Rural Housing Service (RHS) is a part of the U.S.
Department of Agriculture.  The rating of this pool is based on
the credit quality of the underlying loans and the insurance
provided by FHA and the guarantee provided by the VA and RHS.
Specifically, about 84% of the loans have insurance provided by
FHA, 15% from the VA, and 1% from the RHS.  The rating is also
based on the structural and legal integrity of the transaction.

The complete rating action is as:

Issuer: Structured Asset Securities Corporation Series 2005-RF3

          Class    Amount($)        Rate         Rating
          -----    ----------       ----         ------
          1-A      $204,853,000     Variable        Aaa
          1-AIO    Notional Amount  Variable        Aaa
          R 100    None                             Aaa
          2-A      $53,425,000      Variable        Aaa
          B1       $1,459,000       Variable        Aa2
          B2       $1,326,000       Variable         A2
          B3       $1,061,000       Variable       Baa2
          B4       $928,000         Variable        Ba2
          B5       $663,000         Variable         B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


SUITLAND EAST: List of Five Largest Unsecured Creditors
-------------------------------------------------------
Suitland East 2002 Tenants Association, Inc., delivered a list of
its five largest unsecured creditors to the U.S. Bankruptcy Court
for the District of Columbia:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Elite Funding Group              Development Costs    $4,723,490
c/o Whiteford, Taylor & Preston
1025 Connecticut Avenue NW
Washington, DC 20036

Washington Gas Light Company     Utilities              $175,000
6801 Industrial Road
Springfield, VA 22151

District of Columbia Government  Taxes                   $10,406
Office of Tax and Revenue
941 North Capitol Street NE
First Floor
Washington, DC 20002

District of Columbia Government  Utilities               Unknown
WASA
5000 Overlook Avenue SW
Washington, DC 20032

PEPCO                            Utilities               Unknown
701 Ninth Street NW
Washington, DC

Headquartered in Washington, D.C., Suitland East 2002 Tenants
Association, Inc., filed for chapter 11 protection on May 23, 2005
(Bankr. D.C. Case No. 05-00808).  John J Brennan, III, Esq., at
Jackson & Campbell, P.C., represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $1 million to $10 million.


TELIGENT INC: Claims Rep. Asks Court to Appoint a Mediator
----------------------------------------------------------
Savage & Associates, P.C., the Unsecured Claims Estate
Representative appointed in Teligent, Inc. and its debtor-
affiliates' chapter 11 cases, asks the U.S. Bankruptcy Court for
the Southern District of New York to appoint a mediator to resolve
a dispute with First Union National Bank as Indenture Trustee
n/k/a Wachovia Bank.

The Representative recommends the appointment of any of the
following panel mediators:

   * Erwin I. Katz
   * Tina Brozman
   * Francis Conrad
   * Michael Crames
   * Myron Trepper
   * Jay Gottlieb
   * Mario Cuomo

The Representative proposes that the parties attempt to settle,
compromise or resolve the contested matter in accordance with the
mediation procedures set forth in the Court's rules.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represent the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it listed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.


TERESA ELLIS: List of Six Largest Unsecured Creditors
-----------------------------------------------------
Teresa A. Ellis delivered a list of her six largest unsecured
creditors to the U.S. Bankruptcy Court for the Western District of
Washington, Seattle Division:

   Entity                                 Claim Amount
   ------                                 ------------
Bank of America                                $10,205
25638 104th Avenue Southeast
Kent, WA 98031

Triple AAA                                      $7,907
AAA Financial Services
P.O. Box 15026
Wilmington, DE 19850-5026

U.S. Bank CreditLine                            44,951
P.O. Box 790409
Saint Louis, MO 63179-0409

Texaco/Shell                                      $508
P.O. Box 9151
Des Moines, IA 50368

Sears                                             $192
P.O. Box 6563
The Lakes, NV 88901-6563

JC Penny's                                         $87
P.O. Box 960001
Orlando, FL 32896

Residing in Kent, Washington, Teresa A. Ellis, filed for chapter
11 protection on May 10, 2005 (Bankr. W.D. Wash. Case No.
05-16097).  Aimee S. Willig, Esq., at Bush Strout & Kornfeld
represents the Debtor in her restructuring efforts.  When the
Debtor filed for protection from her creditors, she listed
$1,509,800 in assets and $175,355 in debts.


TEXAS STATE: Moody's Junks Subordinate Series 2001C Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Texas State
Affordable Housing Corporation Multifamily Housing Revenue Bonds
(Housing Initiatives Corporation - Arborstone/Baybrook/Crescent
Oaks Development) Senior Series 2001A&B to B2 from Ba3 and
Subordinate Series 2001C to Caa1 from B3.  The outlook on the
ratings remain negative.

The underlying rating downgrades reflects a lower then anticipated
rental revenue stream, as evidenced by a current debt service
coverage ratio continuing below 1x coverage on the senior and
subordinate bonds as determined from a combination of monthly
unaudited financial statements as well as annualized projections
on the properties.  This marks a rapid and significant decline
from projected senior and subordinate coverage levels of 1.40x and
1.25x respectively.  The ratings have been downgraded due to the
continued weakened financial performance of the properties
compared with projected debt service coverage levels.  The bonds
are secured by the revenues from three cross collateralized
properties, Arborstone Apartments, Baybrook Apartments and
Crescent Oaks Apartments, as well as by funds and investments
pledged to the trustee under the indenture as security for the
bonds.

Vacancy and dwelling adjustments reflecting concessions, loss to
lease, non-revenue units, delinquencies and past due collections
have increased significantly with the Arborstone and Baybrook
properties.  While property management changes have resulted in
increased occupancy (90%-92%-94%) for the Arborstone/Baybrook and
Crescent Oaks projects, respectivley, stabilization has not yet
been achieved and continued volatility in occupancy rates are
anticipated.  The submarkets do not allow for rent increases as
competitive apartment projects also struggle to fully absorb
units.  HIC Arborstone/Baybrook and Crescent Oaks as their
competitors have been plagued by necessary deep concessions.

Previously, Arborstone had suffered damage attributable to a fire.
The damage had left one building of eight units uninhabitable.
Insurance proceeds and borrower infusions have since restored the
building where tenants are now renting.  These events as well as
high vacancies contribute to the volatility in occupancy.
Arborstone together with Baybrook account for 76% of the apartment
pool (1,312 units).  Occupancy levels for Arbostone has hovered
around the low 80 percentiles for the past year (now improving at
a current 90%), while Baybrook has declined to a current 93% up
from 84% at last credir review.

Crescent Oaks (429 units) continues to exhibit strong and
stabilized occupancy but has declined slightly to 94% from 96% as
of August 1, 2005.  In an effort to reach higher occupancy and
underwriittn rent levels, HIC proactively implemented changes in
property managers.  Asset Plus who is property manager for
Crescent Oaks is now also managing Baybrook.  Myan management has
been contracted to manage Arborstone.

The erosion of debt service coverage levels is a direct result of
a decline in rental revenues as exhibited by deep concessions and
unstable occupancy.  While the Arborstone/Baybrook/Crescent Oaks
Apartment Pool has generated rental revenues suffice to pay debt
service, they have been experiencing some softness in the market.
It was necessary for the trustee to transfer funds from both
senior and subordinate debt service fund in order to make May debt
service.  The reserve funds currently remain underfunded and
unreplenished.

As previously reported, the Baybrook property in Webster, Texas
and the Arborstone property in Dallas have been most affected.
Webster has experienced some softness in the market as reflected
in the performance of the Baybrook property.  Baybrook accounts
for 776 units of the 1741 unit apartment pool (approximately 44%).
Webster has recently suffered job loss due to closures of large
retail establishments such as Walmart and Best Buy.  The affect of
these closures has trickled down to the rental market of Webster,
as evidenced by the fluctuating occupancy of the Baybrook
Apartments project.  The unemployment rate of Webster and Dallas
continue to have a negative impact on stabilized occupancy and
collected rents.  Strong marketing and concessions are in place
and occupancy has already incrementally increased.  Utility
expenses and insurance premiums in particular, continue to rise,
exerting downward pressure on the net operating income on all
three properties.  While high insurance premiums continue to be
the norm, Asset Plus, Myan and KPE Development management
companies continue to shop for competitive rates in this market.

Credit Strenghts:

   * Overall occupancy is slowly rising. As stabilization nears,
     rental revenues should increase net operating income.

   * The project has assumed new property managers and a trustee,
     both specializing in distressed securities

Credit Challenges:

   * Senior and Subordinate Debt Service Reserve Funds are
     underfunded and unreplenished.

   * Deep concesions required to maintain occupancy continues to
     eat into revenues.

   * Property needs to increase occupancy and reach stabilization

   * Low rates continue to convert renters to homeowners, reducing
     the supply of prospective tenants

   * Dallas and Webster continue to suffer job loss translating to
     higher vacancy rates of their respective submarkets

Recent Developments/Results:

Occupancy has increased at the expense of greater concessions.  
The fire damage suffered by Arborstone Apartments in October of
2004 has been fully restored and is now being rented, slowly
increasing occupancy.  In connection with increased occupancy, new
property managers have been in place.  Asset Plus and Myan
management have expertise in distressed projects and are focusing
efforts on marketing the properties.  US Bank has assumed the role
of trustee.  The borrower has contributed funds to the marketing
and renovation of the properties to further attract tenants.
Outlook

The current outlook is negative for the Senior and Subordinate
Bonds.  This reflects the soft market environment of the
properties, debt service coverage levels continuing to trend
negatively and prolonged vacancies in the pooled apartment units.


THAMES INVESTMENT: Has No Unsecured Creditors Who Aren't Insiders
-----------------------------------------------------------------
Thames Investment, Inc., delivered a list of its 20 largest
unsecured creditors to the U.S. Bankruptcy Court for the Southern
District of Mississippi as required by Rule 1007 of the Federal
Rules of Bankruptcy Procedure.  The Debtor reports that it has no
unsecured creditors who are not also insiders.

Headquartered in Vicksburg, Mississippi, Thames Investment, Inc.,
filed for chapter 11 protection on June 14, 2005 (Bankr. S.D.
Miss. Case No. 05-03088).  Craig M. Geno, Esq., Jeffrey K. Tyree,
Esq., and Melanie T. Vardaman, Esq., at Harris & Geno, PLLC,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


TITAN CRUISE: Court Okays Dennis Shepard as Chief Restr. Officer
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Florida gave
Titan Cruise Lines and its debtor-affiliate, permission to employ
Dennis Shepard as their acting Chief Restructuring Officer.

The Debtors hired Mr. Shepard because of his significant
operational experience in working with distressed companies and
has served as chief restructuring officer and chief operating
officer of several privately held companies.

The Debtors explain that Mr. Shepard is a Principal of Cascade
Capital Group, in which the Debtors have a pending application
with the Court to employ the Firm as their financial advisors.

Despite remaining affiliated with Cascade Capital, Mr. Shepard
will be under the control and direct management of the Debtors'
Board of Directors.

Additionally, due to pre-petition management restructuring
approved by the Board of Directors, Mr. Shepard has also been
acting as the Debtors' Chief Operating Officer and is currently
performing the tasks previously assigned to six corporate
officers, at a combined annual salary of approximately $1.3
million.

As approved by the Court, Mr. Shepard as acting chief
restructuring officer of the Debtors will receive a monthly salary
of $25,000.

Mr. Shepard assures the Court that he does not represent any
interest materially adverse to the Debtors or their estates.

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: Wants to Hire Cascade Capital as Financial Advisors
-----------------------------------------------------------------          
Titan Cruise Lines and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to employ Cascade Capital Group as their financial advisors and
investment bankers.

Cascade Capital will assist the Debtors in evaluating their
business operations and in considering asset dispositions, and in
negotiating and proposing a plan of reorganization.  If a sale of
the Debtors' assets is necessary, Cascade Capital will assist them
with the due diligence process and participate in negotiations for
that proposed sale.

Cascade Capital will also provide all other financial advisory and
investment banking services to the Debtors that are appropriate
and necessary in their chapter 11 cases.

Mark Calvert, C.P.A., a Managing Director of Cascade Capital,
disclosed that his Firm received a $60,000 retainer.

Mr. Calvert reports that Cascade Capital will be paid with:

   1) a Monthly Fee of $10,000 per month;

   2) a Success Fee equal to:

      a) 1% of Enterprise Value, which is the projected EBITDA
         over a 5-year period with a terminal value based upon a    
         growth rate the same as the first five years, and to be
         paid only if the Debtors become operationally successful
         or they sustain break even for a period of not less than
         three consecutive months;

      b) 3% of the Enterprise Value if the Debtors are
         successfully reorganized through a chapter 11 plan; and

   3) 2% of the Purchase Price if the Debtors are sold or merged.

Cascade Capital assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

The Court will convene a hearing at 1:30 p.m., on Aug. 24, 2005,
to consider the Debtors' request.

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.


TOM'S FOODS: Former Employees Want Special Committee
----------------------------------------------------
Lyn D. Anderson, a representative of Tom's Foods Inc.'s former
employees, asks the U.S. Bankruptcy Court for the Middle District
of Georgia, Columbus Division, to approve the establishment of a
Special Committee to represent the interests of former employees
pursuant to 11 U.S.C. Section 1102(a)(2) and 11 U.S.C. Section
1114(b).

When Tom's Foods filed for chapter 11 protection, it had
approximately 1,500 current employees and at least 750 former
employees receiving retirement benefits including disability
insurance.

The Debtor maintained a number of different qualified and non-
qualified retirement benefit programs, including:

   -- a "G Benefit Plan" which is a non-qualified plan providing
      for payments to certain former management level employees
      who were associated with the company during the period of
      time that it was owned by General Mills;

   -- a "V Benefit Plan" which provided equivalent benefits to
      certain management level employees who were employed after
      the time General Mills was the owner of the company or its
      assets;

   -- a number of independently and individually negotiated
      severance pay agreements which amount to non-qualified
      retirement plan; and

   -- a single ERISA qualified, PBGC guaranteed, defined benefit    
      retirement plan which is a consolidation of separate plans
      previously existing in favor of salaried and waged
      employees.

Tom's Foods has continued to make payments under the G Plan,
V Plan, and various Severance Plans, but those plans exists as
general obligations of the company.  Those payments are not
expected to continue and will be classified as general unsecured
claims against the estate.  

Ms. Anderson contends that employees who are beneficiaries of
these plans are at equal risk of denial of loss of benefits as
other general unsecured creditors in the Debtor's case.  The
former employees' interests are antagonistic to the rights of
other general unsecured creditors because they are entitled to
certain priority rights which other general unsecured creditors
are not.

Ron Diven, Tom's Foods' CEO, told creditors during the 341(a)
meeting that the Defined Benefit Plan is underfunded although he
was unable or unwilling to say by how much.

Although all former employees of Debtor are to some degree at risk
in pension or related benefits, because of the decided risk of a
plan termination and reduction in benefits, some former employees
have not been notified.

Ms. Anderson argues that the under-funded status of the Defined
Benefit Plan, together with the indeterminate nature of the under-
funding, makes former employees who are beneficiaries of that plan
potentially more significant unsecured creditors in the case than
general unsecured creditors.

Since there is at least a distinct and real possibility of a
liquidation of all or part of the company assets, Ms. Anderson
says, the class of former employees may well increase by as many
as two thousand.  Their interests are likewise, Ms. Anderson
stresses, won't be adequately protected or represented.  Former
employee claimant representation is appropriate if for no reason
but to prevent this, Ms. Anderson states.

Ms. Anderson is represented by:

          Fife M. Whiteside, Esq.
          P.O. Box 5383
          Columbus, GA 31906
          Tel: 706-320-1215

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TONY COURY: List of Six Largest Unsecured Creditors
---------------------------------------------------
Tony M. Coury, Jr., & Marie C. Coury delivered a list of their six
largest unsecured creditors to the U.S. Bankruptcy Court for the
District of Arizona, Phoenix Division:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Albert M. Coury Trust            Old Republic         $7,000,000
c/o Beus Gilbert PLLC            National Tile
4800 North Scottsdale Road       Company Judgment
Suite 6000
Scottsdale, AZ 85257
Tel: (480) 429-3000

Albert M. Coury Trust            Citibank (Arizona)     $829,000
c/o Beus Gilbert PLLC            Judgment
4800 North Scottsdale Road
Suite 6000
Scottsdale, AZ 85257
Tel: (480) 429-3000

Bank of America                                          $19,238
1935 North Stapely Drive
Mesa, AZ 85203

American Express                                          $5,682
P.O. Box 0001
Los Angeles, CA 90096

Bank One                                                    $880
P.O. Box 9001074
Louisville, KY 40290

Discover                                                    $333
P.O. Box 30943
Salt Lake City, UT 84130

Residing in Mesa, Arizona, Tony M. Coury Jr. & Marie C. Coury
filed for chapter 11 protection on June 23, 2005 (Bankr. D. Ariz.
Case No. 05-11458).  Robert J. Berens, Esq., at Mann, Berens &
Wisner, LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $500,000 to $1 million
and debts between $1 million to $10 million.


UAL CORP: Nears Aircraft Lease Restructuring Closing with PDG Pact
------------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ) and its debtor-
affiliates largely completed its aircraft restructuring effort,
saving United approximately $300 million annually, with a new
agreement-in-principle reached with the Public Debt Group.  

These contractual savings, when coupled with previous
restructurings, will result in the company reducing its fleet
costs by approximately $850 million in average annual savings
through contractual changes and strategic fleet reductions since
entering Chapter 11.  The agreement, which is subject to approval
from the U.S. Bankruptcy Court for the Northern District of
Illinois, leaves only one transaction left to be restructured,
covering 14 aircraft, which is also in process.

"This agreement, if approved by the Bankruptcy Court, overcomes
one of the last remaining hurdles in United's restructuring and
upcoming emergence from Chapter 11," said Jake Brace, Chief
Financial Officer. "Coupled with the pending restructuring of the
14 aircraft whose junior notes we have purchased and whose senior
notes we intend to purchase, this agreement would resolve all
outstanding aircraft lease issues and provide substantial savings
in aircraft fleet costs needed to support United's business plan.
By significantly lowering our aircraft costs while preserving our
global network, we can continue to provide our customers with
superior service and reliability."

The agreement with the PDG enables the restructuring of financings
covering 105 aircraft remaining in United's fleet, and resolves
all potential claims associated with these aircraft.  In addition
to significantly reducing aircraft fleet costs for United, the
agreement would secure United's long-term use of those aircraft
previously under negotiation with the PDG.  Those PDG transactions
that no longer have aircraft in United's fleet have also agreed,
subject to Bankruptcy Court approval, to a resolution of their
administrative claims against the Company.

The Company intends to file a motion requesting approval of the
PDG agreement with the Bankruptcy Court in the next couple of
weeks, to be scheduled for a hearing in early to mid-September.

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.


US AIRWAYS: Court Approves Second Amended Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court of the Eastern District of Virginia
approved the Second Amended Disclosure Statement filed by US
Airways, Inc., and its debtor-affiliates.

The Debtors are now authorized to solicit votes from its creditors
in favor of its Plan of Reorganization, one of the final steps
necessary for the company to emerge from Chapter 11 and complete
its merger with America West Airlines in late September/early
October.  Judge Stephen S. Mitchell scheduled a hearing on
confirmation of the Plan for Sept. 15, 2005.

Judge Mitchell approved the company's Disclosure Statement as
having sufficient information to begin creditor solicitation, and
authorized US Airways to distribute both the Plan and Disclosure
Statement to its creditors for a confirmation vote.

The company promptly will mail notices of the September plan
confirmation hearing for the final approval of its POR to all
creditors and parties in interest.  The mailing will initiate a
process in which qualified claim holders will be allowed to vote
on the company's plan. Votes must be received by Sept. 12, 2005.

"Today's decision by the court approving our business plan was
critical to our efforts to emerge from Chapter 11 and complete our
merger with America West Airlines," said Bruce R. Lakefield, US
Airways president and chief executive officer.  "This is one of
many important steps we have taken to create the financial
stability we need to become a stronger competitor in the
marketplace."

The disclosure statement and Plan stipulate that creditors having
allowed claims of $50,000 or less will receive a cash payment of
10 percent of the allowed amount of their claim.  Other creditors
holding allowed unsecured claims will receive stock in the
reorganized company.  The value of their recoveries will depend on
the value of the shares of stock at emergence, as well as the
total amount of allowed claims, including disputed claims that
have not yet been determined.

US Airways has received commitments on $565 million in new equity
investment and participation by suppliers and business partners
that, together with the new equity, are expected to provide the
company with approximately $1.5 billion in liquidity.  The new
investors are:

   * ACE Aviation Holdings;

   * Eastshore Aviation;

   * Par Investment Partners;

   * Peninsula Investment Partners;

   * a group of investors for which Wellington Management Company
     serves as an investment advisor; and

   * a group of investors for which Tudor Investment Corp., serves
     as an investment advisor.

"I am particularly appreciative of the sacrifices and cooperation
of our employees and their commitment to get us to this stage in
our restructuring," said Mr. Lakefield.  "Without their
cooperation, we would not have been in a position to attract new
equity and merge with America West Airlines."

Mr. Lakefield also praised the Air Transportation Stabilization
Board and General Electric for working closely with the company
throughout this restructuring.

Judge Mitchell laid out a timeline that includes:

    * Aug. 1, 2005    Record date set so that holders of claims as
                      of this date will receive plan solicitation
                      materials or notices.

    * Aug. 16, 2005   Proposed date for US Airways to mail
                      solicitation packages and publish notice of
                      confirmation hearing and confirm objections
                      deadline.

    * Aug. 29, 2005   Deadline for US Airways to file plan
                      exhibits relating to assumption or rejection
                      of contracts and leases.

    * Sept. 1, 2005   Deadline for creditors to file motions to
                      seek temporary allowance of claims for
                      voting purposes.

    * Sept. 12, 2005  Deadline for receipt of ballots on the POR
                      and filing objections in the bankruptcy
                      court for confirmation of the Plan.

    * Sept. 15, 2005  Plan confirmation hearing.

US Airways and America West will merge to create the first full-
service, low-cost nationwide airline, with a pricing structure
offering a network of low-fare service to over 200 cities across
the U.S., Canada, Mexico, Latin America, the Caribbean and Europe,
and amenities that include an extensive frequent flyer program,
airport clubs, assigned seating and First Class cabin service.  
The airlines will operate under the US Airways brand and will be
headquartered in Tempe, Arizona.

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

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)


VALHI INC: Earns $34.1 Million of Net Income in Second Quarter
--------------------------------------------------------------
Valhi, Inc. (NYSE: VHI) reported income from continuing operations
of $34.1 million, in the second quarter of 2005 compared to income
of $278.6 million, in the second quarter of 2004.  For the first
six months of 2005, Valhi reported income from continuing
operations of $64.4 million, compared to income of $282.2 million,
in the first six months of 2004.  

                           Kronos

Chemicals sales increased $16.0 million in the second quarter of
2005 compared to the second quarter of 2004, and increased $44.6
million in the first six months of 2005, due to net effects of
higher average TiO2 selling prices, lower TiO2 sales volumes as
well as the favorable effect of fluctuations in foreign currency
exchange rates, which increased chemicals sales by approximately
$10 million and $21 million in the second quarter and first six
month periods, respectively.  Excluding the effect of fluctuations
in the value of the U.S. dollar relative to other currencies,
Kronos' average TiO2 selling prices in billing currencies in the
second quarter of 2005 were 11% higher as compared to the second
quarter of 2004, and were 10% higher for the first six months of
the year.  When translated from billing currencies to U.S. dollars
using actual foreign currency exchange rates prevailing during the
respective periods, Kronos' average TiO2 selling prices in the
second quarter of 2005 increased 15% and increased 14% for the
first six months of 2005, compared to the same periods of 2004.
Reflecting the continued implementation of price increase
announcements, Kronos' average selling prices in billing
currencies in the second quarter of 2005 were 2% higher compared
to the first quarter of 2005.

Kronos' TiO2 sales volumes in the second quarter of 2005 decreased
10% compared to the second quarter of 2004, with volumes lower in
all regions of the world, and decreased 7% in the first six months
of 2005 as compared to the same period of 2004.  Kronos' operating
income comparisons were favorably impacted by higher production
levels, which increased 4% in each of the second quarter and first
six months of 2005 as compared to the same periods in 2004.
Kronos' operating rates were near full capacity in all periods,
and Kronos' production volumes in the first six months of 2005
were a new record for Kronos for a first six-month period.
Fluctuations in foreign currency exchange rates favorably impacted
chemicals operating income comparisons by approximately $2 million
and $3 million for the quarter and year-to-date periods,
respectively.  Chemicals operating income in the second quarter of
2004 includes $6.3 million of income ($3.5 million, or $.03 per
diluted share, net of income taxes and minority interest) related
to Kronos' settlement of a contract dispute with a customer.

Component product sales and operating income were lower in the
second quarter of 2005 as compared to the second quarter of 2004
due primarily to the net effect of lower sales volumes partially
offset by higher selling prices for certain products.  Component
product sales and operating income were higher in the first six
months of 2005 as compared to the same period in 2004 as the
effect of higher selling prices for certain products more than
offset the impact of lower sales volumes for certain products.
Waste management sales increased, and its operating loss declined,
in the second quarter and first six months of 2005 as compared to
the same periods of 2004 due to higher utilization of waste
management services, offset in part by higher operating costs.

                        Titanium Metals

TIMET's sales increased from $124.1 million in the second quarter
of 2004 to $183.7 million in the second quarter of 2005, and
TIMET's operating income increased from $8.5 million to $36.9
million. The improvement in TIMET's operating results in 2005 was
due in part to a 30% increase in average selling prices for melted
products (ingot and slab), a 27% increase in mill product average
selling prices, a 15% increase in mill product sales volumes and a
1% increase in melted product sales volumes.  TIMET's operating
results comparisons were also favorably impacted by improved plant
operating rates, which increased from 72% in the second quarter of
2004 to 80% in the second quarter of 2005.  In addition, TIMET's
operating results comparisons were negatively impacted by higher
costs for raw materials and accruals for certain performance-based
employee incentive compensation payments.  TIMET's results in the
first six months of 2005 include a second quarter pre-tax gain of
$13.9 million ($2.6 million, or $.02 per diluted share, net of
income taxes and minority interest to Valhi) related to the sale
of certain real property adjacent to TIMET's facility in Nevada.
TIMET's results in the first six months of 2005 also include a
$35.6 million income tax benefit ($9.5 million, or $.08 per
diluted share, net of minority interest to Valhi) related to
reversal of the valuation allowances attributable to TIMET's
deferred income tax assets in the U.S. and U.K.

General corporate interest and dividend income was higher in the
second quarter and first six months of 2005 as compared to the
same periods of 2004 due primarily to a higher level of funds
available for investment.  Net securities transactions gains in
2005 relate principally to:

    (i) NL's sale of shares of Kronos common stock in market
        transactions of $14.7 million in the first six months of
        2005 ($6.6 million, net of income taxes and minority
        interest); and

   (ii) a second quarter $5.4 million gain ($3.1 million, net of
        income taxes and minority interest) related to Kronos'
        sale of its passive interest in a Norwegian smelting
        operation.

Insurance recoveries in the second quarter of 2005 relate
primarily to NL's recovery from certain insolvent former insurance
carriers relating to settlement of excess insurance coverage
claims.  Interest expense was higher due primarily to higher
outstanding levels of debt at Kronos.

As previously reported, the Company's income tax benefit in the
second quarter of 2004 includes:

    (i) a $268.6 million income tax benefit ($230.2 million, net
        of minority interest) related to the reversal of a
        deferred income tax asset valuation allowance attributable
        to Kronos' income tax attributes in Germany (principally
        net operating loss carryforwards); and

   (ii) a $43.7 million income tax benefit ($36.4 million, net of
        minority interest) related to income tax attributes of a
        subsidiary of NL.

                             CompX

As previously reported, in January 2005 CompX completed the sale
of its Thomas Regout operations in The Netherlands, and
accordingly the results of operations of Thomas Regout (which
reported a nominal amount of net income in the second quarter and
first six months of 2004) are classified as discontinued
operations for all periods presented.  Discontinued operations in
2005 relate primarily to additional expenses associated with the
disposal of the Thomas Regout operations.

Valhi, Inc., through its majority owned subsidiaries and
affiliates, operates in the chemicals, component products, waste
management, and titanium metals industries.  The company produces
titanium dioxide pigments for imparting whiteness, brightness, and
opacity to a range of products, including paints, plastics, paper,
fibers, foods, ceramics, cosmetics, and other products; and
manufactures precision ball bearing slides, security products, and
ergonomic computer support systems for office furniture, computer-
related applications, and other industries.  It owns and operates
a facility in west Texas for the processing, treatment, storage,
and disposal of hazardous, toxic, and certain types of low-level
radioactive wastes.  The company also produces titanium sponge
melted products (ingot and slab) and mill products for commercial
and military aerospace, industrial, and other markets.  Valhi
operates in the United States, Canada, Germany, Belgium, Norway,
the Netherlands, and Taiwan. The company is based in Dallas,
Texas. Valhi, Inc. operates as a subsidiary of Contran
Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2005,
Standard & Poor's Ratings Services revised its outlook on Valhi
Inc. to stable from negative.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on Valhi and the ratings
on Kronos International Inc.

The outlook revision reflects the trend of improving operating
performance over the past year, primarily because of the recovery
in the titanium dioxide (TiO2) markets.


VIKING METAL: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Viking Metal Cabinet Co., Inc.
        5321 West 65th Street
        Chicago, Illinois 60638

Bankruptcy Case No.: 05-31261

Type of Business: The Debtor designs and fabricates metal products
                  like custom-designed office furniture and
                  top-of-the-line museum cabinets.
                  See http://www.vikingmetal.com

Chapter 11 Petition Date: August 9, 2005

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Richard G. Larsen, Esq.
                  Myler, Ruddy & McTavish
                  111 West Downer Place, Suite 400
                  Aurora, Illinois 60506
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First Choice Bank                Equipment              $869,064
1900 West State Street           Value of Security:
Geneva, IL 60134                 $550,000

Mark and Nancy, Inc.                                    $473,400
c/o Edward Schussler, Reg. Agent
9631 W. 153rd Street, Suite 3590
Orland Park, IL 60462

Cragin Metal Inc.                Business Debt          $237,637
P.O. Box 1661
Rockford, IL 61110

Central Steel & Wire             Business Debt           $42,789
P.O. Box 5100
Chicago, IL 60680

Trimite Powders                  Business Debt           $33,139
P.O. Box 2785
Spartanburg, SC 29304

Miller Metals                    Business Debt           $21,037
135 South LaSalle Street
Department 4676
Chicago, IL 60674

Olympic Steel Inc.               Business Debt           $20,206
5246 Paysphere Circle
Chicago, IL 60674

Berger Tranportation             Business Debt           $12,925
Northwest 7215
P.O. Box 1450
Minneapolis, MN 55485

Halberg Commercial Insurors      Business Debt           $12,608
122 West 22nd Street, Suite 360
Oak Brook, IL 60523

Skol Manufacturing Company       Business Debt           $11,312
4444 North Ravenswood Avenue
Chicago, IL 60640

L R International                Business Debt           $11,133
P.O. Box 1714
Elk Grove Village, IL 60007

American Industrial Painting     Business Debt            $8,847
P.O. Box 6131
Vernon Hills, IL 60061

Protech Chemicals Ltd.           Business Debt            $7,634
P.O. Box 33212
Detroit, MI 48232

CGI Automated Manufacturing      Business Debt            $7,499
Department 4504
Carol Stream, IL 60122

Jackson Moving Services Inc.     Business Debt            $7,331
740 Frontenac Road
Naperville, IL 60563

James Dolan                      Business Debt            $6,875
5321 West 65th Street
Chicago, IL 60638

Thomas Companies, LLC            Business Debt            $6,253
P.O. Box 7069
Kansas City, MO 64113

Midwest Steel Blanking           Business Debt            $6,178
57 Eisenhower Lane South
Lombard, IL 60148

Eberhard Manufacturing           Business Debt            $6,147
21944 Drake Road
P.O. Box 368012
Cleveland, OH 44149


W.R. GRACE: Court to Appoint Mediator for PI Discovery Disputes
---------------------------------------------------------------
Judge Fitzgerald determined that a mediator should be appointed
to facilitate the settlement of any discovery disputes that may
arise in the asbestos personal injury estimation and objection to
claims process in USG Corporation and its debtor-affiliates'
chapter 11 cases.

Judge Fitzgerald directs counsel for the Debtors and the Official
Committee of Asbestos Personal Injury Claimants to jointly
contact five lawyers to determine their engagement terms,
disinterestedness, availability and willingness to serve as
mediator for the PI Discovery Disputes:

    (1) Francis G. Conrad
        Business Strategy Advisors
        116 Franklin Boulevard, South Suite
        Long Beach, New York
        516-835-2287
        fconrad@vermontel.net

    (2) Michael D. McDowell
        Arbitrator and Mediator
        P.O. Box 15054
        Pittsburgh, Pennsylvania
        412-260-5151

    (3) Arthur Spector
        Berger Singerman, P.A.
        350 E. Las Olas Blvd., Suite 1000
        Ft. Lauderdale, Florida
        954-525-9900

    (4) Edward C. Toole, Jr.
        Pepper Hamilton LLP
        3000 Two Logan Square
        Eighteenth and Arch Streets
        Philadelphia, Pennsylvania
        215-981-4594

    (5) Roger M. Whelan
        17908 Ednor View Terrace
        Ashton, Maryland
        301-260-7707

Counsel may jointly nominate one of these lawyers to serve as
mediator.  The nomination must be submitted to the Court no later
than August 26, 2005.  The Court will then appoint that
individual as mediator.

But if they are unable to agree on a joint nominee, Counsel are
required to advise the Court of the terms of engagement,
disinterestedness, availability and willingness to serve of the
Listed Individuals and the Court will choose one of those
qualified and willing to serve as mediator.

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)


WATTSHEALTH FOUNDATION: Court Denies Retention of Danning Gill
--------------------------------------------------------------
The Honorable Judge Thomas B. Donovan of the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division,
denied the request of the Official Committee of Unsecured
Creditors of WATTSHealth Foundation, Inc., to employ Danning,
Gill, Diamond & Kollitz, LLP, as its counsel.

As reported in the Troubled Company Reporter on July 26, 2005,
the Committee asked the Court for permission to hire the Firm.

Judge Donovan denied the Official Committee's request on the
grounds that the application did not contain a description of
arrangement for compensation as required in Rule 2014 of the
Bankruptcy Code.  

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WATTSHEALTH FOUNDATION: Court Denies Retention of FTI Consulting
----------------------------------------------------------------
The Honorable Judge Thomas B. Donovan of the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division,
denied the request of the Official Committee of Unsecured
Creditors of WATTSHealth Foundation, Inc., request to employ FTI
Consulting, Inc., as its financial advisors.

As reported in the Troubled Company Reporter on July 26, 2005,
the Official Committee asked the Court for permission to employ
the Firm.

Judge Donovan denied the Official Committee's request on the
grounds that the application did not contain a description of
arrangement for compensation as required in Rule 2014 of the
Bankruptcy Code.  

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WATTSHEALTH FOUNDATION: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
WATTSHealth Foundation, Inc., dba UHP Healthcare delivered its
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division,
disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property               $7,490,000
  B. Personal Property          $47,320,127                    
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $117,771            
     Secured Claims                              
  E. Creditors Holding
     Unsecured Priority Claims                       Unknown
  F. Creditors Holding                                                  
     Unsecured Nonpriority
     Claims                                      $44,548,609  
                               ------------     ------------
     Total                      $54,810,127      $44,666,380

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WAYNE HARTKE: List of 20 Largest Unsecured Creditors
----------------------------------------------------
Wayne Hartke delivered a list of his 20 largest unsecured
creditors to the U.S. Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division:

   Entity                                    Claim Amount
   ------                                    ------------
Anthony Libatore & Elizabeth Libatore          $1,370,000
Mark Libatore & Michael Libatore
c/o Michael C. Whitticar
10363 A Democracy Lane
Fairfax, VA 22030

Noreen Wilson                                    $100,000
4360 Stillwaters Drive
Merritt Island, FL 32952-6320

MBNA America                                      $21,169
P.O. Box 15137
Wilmington, DE 19886-5137

L.R.S. Special Procedures (Virginia)              $10,510

AAA Financial Services                             $9,774

State of Virginia                                  $6,000

Internal Revenue System                            $4,666

Anita Hartke                                       $4,600

Dr. Rodney Klima, DDS                              $3,500

Fairfax County Property Taxes                      $3,400

Veritex Reporting Services                         $2,094

MBNA America                                       $1,899

AT&T                                               $1,043

Verizon                                              $583

Best Practices Inc.                                  $376
Inova Farifax Hospital

Discover                                             $300

Inova Health Systems                                 $250

Dr. Shahid Malik                                     $214

The Hartford                                         $197

The State Bar of California                           $63

Headquartered in Falls Church, Virginia, Wayne Hartke filed for
chapter 11 on May 19, 2005 (Bankr. E.D. Va. Case No. 05-11961).   
Lawrence J. Anderson, Esq., at Pels, Anderson & Lee, LLC,
represents the Debtor in his restructuring efforts.  When the
Debtor filed for protection from his creditors, he estimated
assets and debts between $1 million to $10 million.


WESTPOINT STEVENS: GSC Partners Wants Satellite Fund Sanctioned
---------------------------------------------------------------
On May 10, 2005, Wilmington Trust Company as agent for the Second
Lien Lenders filed a "Motion for an Order Dissolving the Adequate
Protection Escrow, Releasing Escrowed Adequate Protection
Payments and Reinstating Direct Payment to the 2nd Lien Agent."

Among the issues tendered by the Escrow Motion is the value of the
Second Lien Lenders' interest in WestPoint Stevens, Inc. and its
debtor-affiliates' interest in the Collateral at one or more
points in time.  The Second Lien Obligations have been traded
before and during these Chapter 11 cases, and those trades provide
evidence of the value at issue.

On April 19, 2005, GSC Partners, Pequot Capital Management, Inc.,
and Perry Principals LLC served a subpoena on the Second Lien
Agent seeking records concerning transfers of the Second Lien
Obligations.  The Second Lien Agent produced documents responsive
to the Funds' subpoena, showing, among other things, that on
June 3, 2003, there was a transfer by Satellite Senior Income
Fund, LLC, to Satellite Senior Income Fund II, LLC, of about
$63,500,000 of debt under the Second Lien Credit Agreement.

On May 23, 2005, the Funds served a subpoena on Satellite seeking
production of any documents relating to the price at which the
debt was transferred, any valuations, appraisals, or fairness
opinions that relate to the second lien debt held by Satellite,
and any documents relating to the value recorded in Satellite's
financial records with respect to that debt.  Satellite and the
Funds engaged in several discussions related to compliance with
the subpoena and, while counsel for the Funds agreed not to make
public disclosure of the information produced in response to the
subpoena, no other agreement was reached.

According to Mark Thompson, Esq., at Simpson Thacher & Bartlett
LLP, in New York, Satellite delivered in response to the subpoena
a single document containing just three bits of information -- a
date, an amount and a price -- but nothing else responsive to the
subpoena.

Mr. Thompson notes that the purchase price paid in an arm's-
length transaction is "evidence of the highest rank" in
determining the value of an intangible asset.  The Second Lien
Obligations are clearly an intangible asset and the transaction
between the Satellite Senior Income Funds is clearly
contemporaneous with the Debtors' bankruptcy filing.  Thus, the
information sought by the subpoena is highly relevant.  Whether
the price in the transaction was the result of an arm's-length
process is a matter that can only be answered by examination of
the documents requested in the subpoena, Mr. Thompson says.
Therefore, he asserts, Satellite must be compelled to produce the
documents requested.

Because Satellite's failure to comply with the subpoena has caused
a substantial reduction of the Funds' time to prepare for the
hearing on the Escrow Motion, a sanction against Satellite is
appropriate, Mr. Thompson contends.

Accordingly, the Funds ask the U.S. Bankruptcy Court for the
Southern District of New York to:

    (a) preclude Satellite from contesting the amount and
        arm's-length nature of the transaction between the two
        Satellite Income Funds; and

    (b) award the Funds attorney's fees not to exceed $5,000.

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


XOMA LTD: June 30 Equity Deficit Narrows to $2 Million
------------------------------------------------------
XOMA Ltd. (Nasdaq:XOMA) reported financial results for the quarter
and half-year ended June 30, 2005.

For the second quarter of 2005, the Company reported a net loss of
$8.6 million compared with a net loss of $21 million in the second
quarter of 2004.  These results reflect higher revenues, reduced
research and development expenses and elimination of losses from
the RAPTIVA(R) collaboration agreement with Genentech, Inc. (NYSE:
DNA) that was restructured in January of 2005.

For the first half of 2005, XOMA recorded net income of
$21.5 million, a figure that includes a non-recurring gain of
$40.9 million, recognizing the extinguishment of a long-term loan
due to Genentech as part of the restructuring.

As of June 30, 2005, XOMA held $55.8 million in cash and cash
equivalents, compared with $23.8 million at December 31, 2004,
primarily as a result of a financing completed in February of
2005.

"We are pleased with our progress in the second quarter," said
David Boyle, XOMA's chief financial officer.  "Increased revenues,
reduced spending levels and a decreasing burn rate reflect
continued execution of our business strategy."

"A cornerstone of our business strategy is leveraging XOMA's
antibody development platform to attract partners with
complementary target discovery capabilities," said John L.
Castello, president, chairman and CEO of XOMA.  "This gives us a
bigger pool of potential products and enables us to be more
selective about those we bring forward.  The new collaboration
with Lexicon is the latest agreement under this strategy, a
multiple-antibody partnership that focuses XOMA's antibody
generation platform initially at a large and rapidly growing
medical target, metabolic disease."

Revenues for the three months ended June 30, 2005 were
$5.2 million, compared with $0.78 million for the three months
ended June 30, 2004.  Revenues for the first half of 2005
increased to $8.2 million from $950,000 in the first half of 2004.

License and collaborative fee revenues increased to $2.7 million
in the second quarter, compared with $760,000 for the same period
of 2004.  These include upfront and milestone payments related to
the outlicensing of the Company's products and technologies and
other collaborative arrangements.  The increase resulted primarily
from a license agreement with Merck.

Contract revenues increased to $0.93 million for the 2005 quarter,
compared with zero in the first quarter of 2004, primarily due to
clinical trial services performed on behalf of Genentech and
recognition of revenues for contract manufacturing services
performed under the NIAID contract that began in March of 2005.

Royalties recorded for the three months ended June 30, 2005,
increased to $1.6 million, compared with $21,000 for the 2004
quarter, primarily reflecting RAPTIVA(R) royalties earned under
the restructured arrangement with Genentech.  Beginning on January
1, 2005, XOMA earns a mid-single digit royalty on sales of
RAPTIVA(R) worldwide.

Revenues for the next several years will be largely determined by
the timing and extent of royalties generated by worldwide sales of
RAPTIVA(R) and by the establishment and nature of future
manufacturing, outlicense and collaboration arrangements.

Research and development expenses for the three months ended
June 30, 2005 decreased to $9.5 million from $12.9 million for the
second quarter of 2004. This reflects reduced spending on MLN2222,
XMP.629, RAPTIVA(R), TPO-mimetic and new product research
partially offset by increased spending on the Chiron oncology and
Aphton anti-gastrin antibody collaborations and the NIAID
contract.  General and administrative expenses remained
essentially flat for the second quarter and first half of 2005 as
compared with the same periods in 2004.

Collaborative arrangement expenses, which related exclusively to
RAPTIVA(R), were zero and $5.2 million for the three months ended
June 30, 2005 and 2004, respectively.  The 2004 amount represents
XOMA's 25% share of commercialization costs for RAPTIVA(R) in
excess of Genentech's revenues less cost of goods sold and
research and development cost sharing arrangements.  Under the
restructured arrangement with Genentech, effective January 1,
2005, XOMA is no longer responsible for a share of operating costs
or R&D expenses, but receives royalties on worldwide sales.
Genentech is responsible for all development costs and will
compensate XOMA for any development support for RAPTIVA(R).

                       Long-term Debt

At Dec. 31, 2004, XOMA's balance sheet reflected a $40.9 million
long-term note due to Genentech, which was extinguished under the
restructuring of the Genentech agreement announced in January
2005.

In February of 2005, XOMA issued $60 million of 6.5% convertible
senior notes due in 2012, which is shown on the June 30, 2005
balance sheet as convertible long-term debt.

Under its collaborative arrangement with XOMA, Chiron has made
available a $50.0 million credit facility under which XOMA can
receive financing for up to 75% of its share of development
expenses.  In June of 2005, XOMA drew an initial $8.8 million down
under this facility.

                Liquidity and Capital Resources

Cash, cash equivalents and short-term investments at June 30, 2005
were $55.8 million, compared with $24.3 million at December 31,
2004.  The $31.5 million increase primarily reflects cash proceeds
of $56.6 million from the February 2005 financing and a June 2005
drawdown of $8.8 million under the Chiron loan, partially offset
by cash used in operations of $32.3 million.  Cash used in
operations for the six months ending June 30, 2005 include a $13.7
million decrease in accrued liabilities and a $3.8 million
increase in accounts receivables.

                    Management Trading Plans

XOMA said that up to four of its outside directors and five
members of its senior management, including its chief executive
officer, may adopt prearranged trading plans in accordance with
guidelines specified by Rule 10b5-1 under the Securities Exchange
Act of 1934 and the company's policies with respect to insider
sales.  Rule 10b5-1 allows individuals, at a time when they are
not aware of material nonpublic information, to adopt or amend
predetermined plans for selling shares.

Under these plans, each individual will be limited to the sale of
the number of common shares represented by share options held by
the individual that would otherwise expire in the following 12
months.  Initially, a total of up to 166,000 common shares may be
sold under these plans.  The plans will allow individuals to add
additional shares as the number of options expiring in the
following 12 months increases.  Each individual's plan will be
unrelated to the others.  The previously announced Rule 10b5-1
plans for XOMA executives, which could have included up to 675,000
shares, were not utilized.

XOMA Ltd., -- http://www.xoma.com/-- develops for  
commercialization antibody and other protein-based
biopharmaceuticals, with a therapeutic focus on cancer, immune
disorders and infectious diseases.  XOMA has a royalty interest in
RAPTIVA(R), a product marketed worldwide that was developed in
collaboration with Genentech.  The company's pipeline includes
proprietary products along with collaborative product development
programs.

At June 30, 2005, XOMA Ltd.'s balance sheet showed a $1,992,000
stockholders' deficit, compared to a $24,610,000 deficit at
Dec. 31, 2004.


* Alvarez & Marsal Acquires Initium LLC Professionals
-----------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that it has acquired professionals of Initium LLC, a Miami-based
boutique business improvement firm serving mid-cap and mature
companies throughout the U.S. and Latin America.   As part of the
acquisition, Michelle M. Miller has joined A&M as a managing
director.  

Along with A&M managing director Bill Runge, Ms. Miller also will
serve as co-head of the firm's Southeast Region Restructuring
Group, which spans locations in Atlanta and Charlotte in addition
to Miami, where she will continue to be based.  Other former
Initium principals and consultants are expected to join A&M over
the next few months.  

With more than 15 years of leadership, management and consulting
experience, Ms. Miller has served as an executive, in interim
management roles and as an advisor to numerous companies and
investors tackling strategic, operational and financial issues.  
She began her career with Apple Computer and has worked in a
variety of industry sectors in the U.S. and Latin America,
including technology, industrial products and consumer products.  
A graduate of Pennsylvania State University, Ms. Miller received
an MBA from Harvard University.

"Miami is not only a key location in our Southeast region
strategy, but also a gateway to Latin America, where we have a
growing presence," said A&M co-founder Bryan Marsal. "We are
pleased that senior professionals like Michelle and her colleagues
from Initium are joining A&M, adding even more depth to our
business performance improvement capabilities."

                     Alvarez & Marsal
        
Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Employing a
unique hands-on approach, the firm works closely with clients to
improve performance, identify and resolve problems and unlock
value for stakeholders.

Founded in 1983, Alvarez & Marsal draws on a strong operational
heritage in providing services including turnaround management
consulting, crisis and interim management, performance
improvement, creditor advisory, financial advisory, dispute
analysis and forensics, tax advisory, real estate advisory and
business consulting.  A network of experienced professionals in
locations across the US, Europe, Asia and Latin America, enables
the firm to deliver on its proven reputation for leadership,
problem solving and value creation.


* Alvarez & Marsal Tax Advisory Services Adds New Professionals
---------------------------------------------------------------
Alvarez & Marsal Tax Advisory Services, LLC, announced it has
added five new managing directors to its growing team of senior
tax professionals, further enhancing its already formidable
international, state and local tax advisory capabilities.   

Joining the firm are:  international tax advisers William Hassell,
Darren Mills and Ernesto Perez, who will be based in Washington,
D.C., New York, and Miami, respectively, and state and local tax
advisers Mark McCormick and Jose Lamela, who will be based in
Atlanta and Miami, respectively.  

"These five talented professionals add even greater depth to our
international, state and local capabilities and further strengthen
our ability to advise national and multinational clients on the
tax matters that impact their businesses," said Robert N. Lowe,
Jr. CEO of Alvarez & Marsal Tax Advisory Services, LLC.  

Since launching in 2004, A&M Tax Advisory Services has grown to
more than 80 professionals based in New York, Atlanta, Miami, San
Francisco, Seattle, Charlotte, Houston and Washington, DC.   

"As the Big 4 audit firms continue to restrict their tax
professionals from providing tax services to audit clients or
potential future audit clients, many of the Big 4 tax consultants
are concerned about their ability to have successful careers as
tax advisers with the Big 4 audit firms.  Our tax professionals
are able to serve as advocates for our clients free from actual
and potential conflicts of interest encountered within the Big 4
audit firms," Mr. Lowe added.  "As a result, Alvarez & Marsal Tax
Advisory Services is able to hire the best tax professionals in
the industry."

With nearly 30 years of experience, Mr. Hassell has advised
clients on all aspects of international taxation, and he has spent
portions of his career in London and Brussels.  Immediately prior
to joining A&M, Mr. Hassell was the international tax director for
T. Rowe Price, a global investment management company.  
Previously, he was a tax partner with Big 5 audit firms in
Washington, D.C. and London.  Mr. Hassell was the partner in
charge of international tax services for Arthur Andersen's Mid-
Atlantic region.  He was also the partner in charge of the U.S.
corporate tax practice in the United Kingdom and parts of
continental Europe, for Price Waterhouse and
PricewaterhouseCoopers.  Mr. Hassell received a bachelor's degree
in accounting and a master's degree in business administration
from the University of Arkansas.  

Mr. Mills brings 14 years of experience advising large
multinational clients on domestic and international tax matters,
including tax aspects of mergers and acquisitions, consolidated
return issues, IPOs, spin-offs, joint ventures, bankruptcy and
cross border transactions.  Prior to joining A&M, Mr. Mills was
with KPMG.  Previously, he was with the international tax
practices of Arthur Andersen in both the Roseland, New Jersey and
New York offices.  Mr. Mills earned a law degree and bachelor's
degree in accounting from Seton Hall University and a master's
degree in taxation from Fairleigh Dickinson University.  

Mr. Perez has 13 years of experience advising clients on inbound
and outbound international taxation, including acquisition and
disposition planning, initial structuring for new country
investments, tax efficient financing structures, foreign tax
credit planning including expense apportionment and overall
foreign loss planning, earnings and profits computation, transfer
pricing and repatriation strategies.   Immediately prior to
joining A&M, Mr. Perez was director-in-charge of international tax
services for Berkowitz, Dick, Pollack & Brant Certified Public
Accountants & Consultants, LLP in Miami, Florida.  Previously, he
was a tax partner with Arthur Andersen and Deloitte & Touche.  Mr.
Perez holds a law degree from the Georgia State University College
of Law and a bachelor's degree of business administration in
economics, cum laude, from the University of Georgia.  Mr. Perez
is fluent in Spanish and English.  

Mr. McCormick advises clients on multi-state income and franchise
tax as well as transaction tax matters.  With over 20 years of
experience, Mr. McCormick has advised clients in many industries,
including financial services, transportation, utilities and
manufacturing.  He has extensive experience advising clients on
the state tax implications of mergers, acquisitions and other
significant transactions.   Prior to joining A&M, Mr. McCormick
was the partner in charge of the Southeast state and local tax
practice at KPMG and Arthur Andersen.  He earned a bachelor's
degree in economics from Occidental College and an MBA from Emory
University.   

Mr. Lamela has more than 17 years of experience advising clients
on state and local income and franchise tax, sales and use tax,
and gross receipts taxes.  He also consults with clients on state
and local tax matters related to acquisitions and dispositions,
audit defense, tax compliance, and tax technology.  Prior to
joining A&M, Mr. Lamela was a tax partner with Arthur Andersen and
Deloitte Tax.  During his careers with Andersen and Deloitte Tax,
Mr. Lamela held roles as practice leader for each firm's state and
local tax practice in Florida.  Mr. Lamela holds a bachelor of
business administration degree, summa cum laude, double majoring
in accounting and finance, from the University of Miami and a
master's degree in taxation from Florida International University.  
Mr. Lamela is fluent in Spanish and English, and conversational in
French.  

A&M Tax Advisory professionals advise clients on federal,
international, and state and local tax matters, including tax
aspects of mergers, acquisitions and dispositions, research
credits and incentives, tax risk management, and tax
controversies.

       About Alvarez & Marsal Tax Advisory Services, LLC

Alvarez & Marsal Tax Advisory Services, LLC, an affiliate of
Alvarez & Marsal, a leading global professional services firm, is
an independent tax group comprised of experienced tax
professionals dedicated to providing customized tax advice to
clients in a broad range of industries.  Its professionals extend
Alvarez & Marsal's commitment to offering clients a choice in tax
advisors free from audit-based conflicts of interest.

Alvarez & Marsal Tax Advisory Services serve clients with
knowledge, experience and a commitment to excellence in client
service.  Its professionals advocate our clients' interests with
the highest integrity.  Alvarez & Marsal Tax Advisory Services,
LLC, is a founding member of the Taxand global alliance which is
comprised of independent tax firms in countries around the world
that provide our multinational clients with international tax
advice.


* Mark Miller Joins Alvarez & Marsal As Managing Director
---------------------------------------------------------        
Alvarez & Marsal, a global professional services firm, announced
that Mark T. Miller, a seasoned consulting professional with
significant hands-on operational experience, has joined the
Atlanta office of Alvarez & Marsal Business Consulting as a
managing director and head of the firm's finance solutions
practice in the Southeast.   

Mr. Miller is the latest veteran professional to join A&M's
Atlanta office, which has experienced substantial growth in both
professionals and service offerings since being established in
2002 by restructuring specialists William Runge and Lawrence
Hirsh.

With more than 15 years of experience in the management consulting
field, Mr. Miller brings a deep background in working with large
and mid-market clients in numerous industries to enhance
efficiencies in financial processes and develop plan-to-measure
frameworks that drive performance improvement.  He specializes in
helping organizations to streamline transaction processing
activities, institute shared services and other cost reduction
programs, and implement management reporting processes that align
business strategy with key measures and incentives.

Before joining A&M, Mr. Miller was a senior operations executive
for Velocity Express, the largest nationwide network of time-
critical delivery solutions.  While at Velocity he was in charge
of several successful programs aimed at improving profitability by
deploying more efficient routing and increasing revenue density in
all markets.  Prior to that, Mr. Miller founded First Atlanta
Consulting LLC, a regional consultancy focused on assisting CFOs
of mid-market companies with managing growth.  Earlier in his
career he was a partner in the business consulting practice of
Arthur Andersen, where he served for more than a decade.   

"Mark brings an extensive background in finance solutions to
Alvarez & Marsal Business Consulting and is an excellent addition
to our team," said Tom Elsenbrook, head of Alvarez & Marsal
Business Consulting.  "As our business consulting group and the
firm generally continue to grow in Atlanta and beyond, his
experience in developing finance and accounting processes and
implementing corporate performance measurement systems on behalf
of a range of organizations will be invaluable."

"Over the past three years, the Atlanta office of Alvarez & Marsal
has continued to attract top-tier talent, enabling us to
strategically expand our service offerings to include real estate
advisory, business consulting, tax advisory and dispute analysis
and forensics, in addition to our core turnaround management and
restructuring services," said Mr. Runge, co-head of A&M's
Southeast region, which includes Miami and Charlotte.  "Mark is
illustrative of the type of outstanding professionals who have
joined the firm and are setting the stage for additional future
growth."

Mr. Miller earned a bachelor's degree in industrial and systems
engineering from The Georgia Institute of Technology.

        Alvarez & Marsal Business Consulting LLC

Alvarez & Marsal Business Consulting LLC is comprised of a
dedicated team of senior consulting specialists who deliver
functional, process and technology skills to corporate management.  
Building on Alvarez & Marsal's core operational and problem-
solving heritage, the team helps to improve the business processes
and performance of companies in good market and financial
positions. Alvarez & Marsal Business Consulting services include:
strategy and corporate solutions, finance and accounting
solutions, human resource solutions, information technology
solutions and supply chain solutions.    

Alvarez & Marsal Business Consulting is part of Alvarez & Marsal
-- http://www.alvarezandmarsal.com/a leading global professional  
services firm with expertise in guiding companies and public
sector entities through complex financial, operational and
organizational challenges.  Founded in 1983, Alvarez & Marsal
draws on a strong operational heritage in providing services
including turnaround management consulting, crisis and interim
management, performance improvement, creditor advisory, financial
advisory, dispute analysis and forensics, tax advisory, real
estate advisory and business consulting.  A network of experienced
professionals in locations across the US, Europe, Asia and Latin
America, enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.


* Sheppard Mullin Welcomes Kevin Goering as New York Partner
------------------------------------------------------------
Kevin Goering has joined the New York office of Sheppard, Mullin,
Richter & Hampton LLP as a partner in the Business Trial Practice
Group.  Mr. Goering, most recently head of Coudert Brothers
Litigation Group in New York, specializes in First Amendment,
intellectual property, and general commercial litigation.

"We are very pleased to welcome Kevin, who brings decades of
litigation experience to the New York office's strong, general
litigation practice," James J. McGuire, partner-in-charge of the
firm's New York office, said.  "His substantial background in
media and publishing law allows us to offer clients First
Amendment expertise on both coasts."

"Sheppard Mullin has a dynamic media and entertainment group.  I
am excited about practicing with a top-notch firm and look forward
to serving clients in the growing New York office," commented Mr.
Goering.  "I have known Gary Bostwick for many years and am very
pleased to be teaming up with him and other attorneys in the
firm's nationwide media law practice."

Mr. Goering has practiced media and publishing law extensively for
over 20 years.  He advises publishers, authors, television and
radio broadcasters, Internet service providers and journalists
with respect to intellectual property issues, including
defamation, privacy, copyright, trademark, rights of publicity,
anti-dilution and licensing issues.  Mr. Goering has also handled
a variety of litigation matters in state and federal court
relating to trademarks, copyrights, franchising, licensing and
trade secrets.

In addition to his media law practice, Mr. Goering has had
extensive commercial litigation experience, including pretrial,
trial and appellate work in state and federal courts.  He has
expertise in the defense of securities fraud cases, including
class actions.  Mr. Goering also has significant recent experience
representing governments, government instrumentalities and
international organizations in litigation and arbitration
involving sovereign and diplomatic immunity issues.

Mr. Goering received his law degree, cum laude, from Cornell Law
School in 1981 and a B.A. from the University of Kansas in 1977.  
He served as a law clerk to the Honorable Richard J. Cardamone of
the Second Circuit Court of Appeals.  Mr. Goering is a former
chair of the New York State Bar Association's Committee on Media
Law.

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.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
August 11, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Women in Business Networking
         Solera Restaurant, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

August 11-12, 2005
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      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 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual TMA Alberta Golf Tournament
         The Links of Gleneagles, Cochrane, AB
            Contact: 403-294-4937 or http://www.turnaround.org/

August 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Luncheon
         McDermott Will & Emery, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

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 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Motorcycle Ride
         Lake Shore Harley Davidson, Libertyville, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      ALS Walk 4 Life
         Montrose Harbor, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.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 14, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Understanding the New Bankruptcy Legislation & its   
      Implications
         New York, New York
            Contact: http://www.frallc.com/

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 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Los Angeles and Beverly Hills, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Los Angeles and Beverly Hills, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders' Panel: Deal Structures in 2005
         TBD, Pittsbugh, Pennsylvania
            Contact: bmanne@tuckerlaw.com 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 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, Washington
            Contact: 503-223-6222; 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 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Francisco, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         San Francisco, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Costa Mesa, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Costa Mesa, California
            Contact: http://www.ceb.com/;1-800-232-3444

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/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The 2005 Bankruptcy Amendments Seminar: The Law of Intended
         and Unintended Consequences
            Woodbridge Hilton, Iselin, New Jersey
               Contact: http://www.turnaround.org/

September 28, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Diego, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 29, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      West Coast Corporate Restructuring Conference
         Grand Hyatt on Union Square, San Francisco, California
            Contact: http://www.airacira.org/

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Sacramento, California
               Contact: http://www.ceb.com/;1-800-232-3444

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Sacramento, California
            Contact: http://www.ceb.com/;1-800-232-3444

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, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

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 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

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
         Sebel Pier One, Sydney, Australia
            Contact: 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
      Bankruptcy Judges Panel
       Pittsburgh, Pennsylvania
            Contact: 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 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, NY
            Contact: 541-858-1665 or http://www.airacira.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
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CaliforniaA
            Contact: 1-703-739-0800; 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/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
      Restructuring (VALCON)
         Four Seasons Hotel, Las Vegas, Nevada
            Contact: http://www.airacira.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 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, Califnornia
            Contact: 1-703-739-0800; www.abiworld.org  

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

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
  AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      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/
  
May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, IL
               Contact: 1-800-CLE-NEWS; or
                        http://www.ali-aba.org/;

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.ali-aba.og/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Wasington
            Contact: http://www.airacira.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/  

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, IL
            Contact: http://www.airacira.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 Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***