TCR_Public/050815.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, August 15, 2005, Vol. 9, No. 192

                          Headlines

AAIPHARMA INC: Wants More Time to Remove Civil Actions
ADVANTAGE SEAL: Case Summary & 24 Largest Unsecured Creditors
AIRNET COMMS: Reports Second Quarter 2005 Financial Results
AMCAST INDUSTRIES: U.S. Trustee Says Plan's Releases are Improper
AMERICAN BUSINESS: Wash. Mutual Wants to Foreclose on Collateral

AMERICAN MEDIA: Posts $2.3 Mil. Net Loss in First Fiscal Quarter
AMERICAN TOWER: S&P Upgrades Corporate Credit Rating to BB+
AMERICA WEST: Executives Offered Incentives in US Airways Merger
ANCHOR GLASS: First Meeting of Creditors Set for Sept. 16
ANCHOR GLASS: Receives Delisting Notice from the Nasdaq

ANCHOR GLASS: Look For Bankruptcy Schedules on Sept. 15
ASARCO LLC: Summary of Debt Structure & Liabilities
ASARCO LLC: Can Use Mitsui Cash Collateral on an Interim Basis
ASARCO LLC: Gets Court Nod to Use Existing Cash Management System
ATHLETE'S FOOT: Files Liquidation Plan & Disclosure Statement

BALLY TOTAL: Lenders Extend Cross Default Deadline to Aug. 31
BALLY TOTAL: Marilyn Seymann Steps Down as Director
BANC OF AMERICA: Fitch Affirms Low-B Rating on Six Cert. Classes
BANKAMERICA: Fitch Holds Rating on 13 Cert. Classes at Junk Level
BIRCH TELECOM: Files Chapter 22 Petition in Delaware

BIRCH TELECOM: Case Summary & 40 Largest Unsecured Creditors
BIRCH TELECOM: Gregory Lawhon Replaces Mike Cassity as CEO
BLACKBIRD CROSSING: Case Summary & 15 Largest Unsecured Creditors
BLOCKBUSTER INC: Low Liquidity Prompts Fitch to Junk Ratings
BLOCKBUSTER INC: Moody's Junks Senior Subordinated Notes

BROCKWAY PRESSED: Committee Taps Guy Fustine as Counsel
CALPINE CORP: Closes $84.5 Million Plant Sale to Mitsubishi Unit
CARL YERKEL: Case Summary & 7 Known Creditors
CCO HOLDINGS: Fitch Places CCC+ Rating on $300 Mil. Senior Notes
CHARTER COMMUNICATIONS: Prices $300 Million 8.75% Senior Notes

CHESAPEAKE ENERGY: Prices $500 Million 6.5% Private Debt Offering
CHESAPEAKE ENERGY: S&P Rates $500 Million Sr. Unsec. Notes at BB-
CHESAPEAKE ENERGY: Fitch Rates $500 Mil. Senior Note Offer at BB
CINRAM INTERNATIONAL: S&P Revises Outlook to Negative from Stable
COLLINS & AIKMAN: Receives Grand Jury Subpoena

COLLINS & AIKMAN: GE Wants Receivables Agreement Enforced
COLLINS & AIKMAN: Toyota Wants Admin. Expense Claims Paid Now
COLLINS & AIKMAN: Mackay Shields Sues Former CEO in State Court
CONSTAR INT'L: Incurs $7.7 Million Net Loss in Second Quarter
COTT CORP: Moody's Affirms Ba2 Corporate Family Rating

CREDIT SUISSE: Fitch Affirms Low-B Ratings on Five Cert. Classes
DATALOGIC INT'L: June 30 Balance Sheet Upside-Down by $425,220
DELTA AIR: New York Times Reports DIP Financing Being Arranged
DSL.NET INC: Posts $3.1 Million Net Loss in Second Quarter 2005
ENRON CORP: Court Allows Longacre's $4.8 Million Claims

FEDDERS CORP: Anticipates $600,000 Net Loss in Second Quarter
FOAMEX INTERNATIONAL: Partnership Sells AS Univa Stake for $1 Mil.
FREEDOM MEDICAL: Wants Until Effective Date to Decide on Leases
GARDEN STATE: Wants to Dip Into Lenders' Cash Collateral
GENERAL BINDING: Amends Merger Pact with Fortune Brands & ACCO

GENERAL FIRE: Fitch Assigns BB- Insurer Financial Strength Rating
GENERAL MARITIME: Moody's Lowers Sr. Unsecured Debt Ratings to B2
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Six Cert. Classes
GRUPPO ANTICO: Claims Objection Deadline Extended Until Dec. 24
GT BRANDS: Wants to Pay Foreign Vendors' Prepetition Claims

HARRINGTON BREAST: Case Summary & 10 Largest Unsecured Creditors
HIRSH INDUSTRIES: Wants More Time to Decide on Leases
ILINC COMMS: Posts $885 Million Net Loss in First Quarter 2006
ILINC COMMS: Names James Dunn, Jr., as New Chief Financial Officer
INTEGRATED HEALTH: Gets Court Nod to Reserve Amounts for 13 Claims

INTERMET CORP: Court Approves Amended Disclosure Statement
JACOBS MANUFACTURING: Case Summary & 20 Largest Creditors
KEYSTONE CONSOLIDATED: Court Confirms Amended Reorganization Plan
KMART CORP: Promotes Peter Whitsett to SVP & Merchandising Officer
KRISTINA STALCUP: Case Summary & 12 Largest Unsecured Creditors

LABRANCHE & CO: Moody's Lowers Surbordinated Debt Rating to Ba3
LEINER HEALTH: S&P Places Ratings on Negative Watch
LIBERTY MEDIA: Posts $107 Million Net Loss in Second Quarter
LNR CFL: Fitch Affirms Low-B Ratings on Seven Certificate Classes
MCI INC: 11 Officers Disposes 40,589 Shares of Common Stock

MEDICALCV INC: Hires Lurie Besikof as Independent Accountants
MIRANT CORP: Files Second Quarter Financial & Operational Results
MORGAN STANLEY: Fitch Holds BB+ Rating on $5.4MM Class H Certs.
MORGAN STANLEY: Fitch Rates Six Classes of Certificates at Low-B
MORLEY GROUP: Case Summary & 34 Largest Unsecured Creditors

NATIONAL BEDDING: Moody's Rates Planned $410MM Facilities at B1
NEENAH FOUNDRY: Earns $3.4 Million of Net Income in Third Quarter
NETEXIT INC: Court Conditionally Approves Disclosure Statement
NVE INC: Taps Murnane Brandt as Special Litigation Counsel
OFFSHORE LOGISTICS: Amends Senior Note Consent Solicitation

ORMET CORP: Files Unfair Labor Practice Charge Against USWA
PARAGON AUTO: Fitch Cuts Rating on Class B Notes to B
PEACE ARCH: Discloses $2 Million Private Equity Placement
PETER ROMANOFSKY: Case Summary & 20 Largest Unsecured Creditors
PLASTECH ENGINEERED: Moody's Reviews Low-B Debt Ratings

PLYMOUTH RUBBER: Committee Wants Deloitte Financial as Consultant
PRD LP: Case Summary & 20 Largest Unsecured Creditors
PRECISION TOOL: Case Summary & 6 Largest Unsecured Creditors
PROCESS TUBE: Case Summary & 110 Largest Unsecured Creditors
PROPEX FABRICS: Names Edmund Stanczak, Jr., as President & CEO

REVLON INC: Equity Deficit Widens to $1.1 Bil. in Second Quarter
RHODES INC: Great American Launches Going-Out-of-Business Sale
RITE AID: S&P Revises Outlook to Negative from Stable
RONNIE GREEN: Case Summary & 11 Largest Unsecured Creditors
RUFUS INC: Wants to Hire Logan & Company as Claims Agent

SAINT VINCENTS: Court Grants Interim OK on $6.7 Mil. DIP Facility
SATELITES MEXICANOS: Judge Drain Dismisses Involuntary Petition
SEDONA CORP: Borrows $250,000 More for Working Capital Needs
SPECTRUM/GRANDVIEW: Case Summary & 5 Largest Unsecured Creditors
STRUCTURED ASSET: Fitch Affirms BB+ Rating on $67.2MM Certificates

TEAM HEALTH: Earns $12.1 Million of Net Income in Second Quarter
TITAN CORP: Moody's Withdraws Senior Subordinated Notes' B3 Rating
TOM'S FOODS: Gets Court OK on Extension to File Notices of Removal
TOM'S FOODS: Aug. 22 is Reclamation Report Objection Deadline
TRIMAS CORP: S&P Lowers Subordinated Debt Rating to CCC+ from B-

TRUMP HOTELS: Court Halts Cash Payments to Shareholders
TRUMP HOTELS: Can Litigate 280 Claimants Outside Bankruptcy Court
TWINLAB CORP: District Court Denies Motions to Stay Confirmed Plan
VESTA INSURANCE: Moody's Lowers Senior Debt Rating to B3 from B2
WESTERN WATER: Wants More Time to Decide on Two Leases

WESTPOINT STEVENS: Gets Court Nod to Enter into Clemson Lease
WESTPOINT STEVENS: Can Walk Away from Central Valley Lease
WILLIAMS CONTROLS: Equity Deficit Narrows to $1.8MM in June 2005
WILSON PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM INC: Judge Gonzalez Approves Time Warner Settlement

WOLVERINE TUBE: S&P Junks $236 Million Senior Unsecured Notes
YUKOS OIL: Judge Clark Approves Societe Generale Agreement

* BOND PRICING: For the week of Aug. 8 - Aug. 12, 2005

                          *********

AAIPHARMA INC: Wants More Time to Remove Civil Actions
------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for an extension of their
time to remove prepetition civil actions through and including
November 7, 2005.

The Debtors are parties to a number of prepetition civil actions
pending in courts throughout the United States.  Claims asserted
in those civil actions include employment and contract claims.

aaiPharma explains that it's spent a substantial amount of time
attending to other pressing bankruptcy matters, like obtaining
debtor-in-possession financing, restructuring their operations and
discussing reorganization with customers, suppliers, their
creditors and other parties-in-interest.

The Debtors assert that an extension of the removal period will
allow them, their management and their advisors sufficient time to
determine which of the civil actions should be removed and
transferred to the District of Delaware for further proceedings.

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ADVANTAGE SEAL: Case Summary & 24 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advantage Seal, Inc.
        694 Veterans Parkway, Unit A
        Bolingbrook, Illinois 60440-3562

Bankruptcy Case No.: 05-31927

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Kelly Duane Clark                          05-31915

Type of Business: The Debtor manufactures hermetic seals.
                  See http://www.advantageseal.com/

Chapter 11 Petition Date: August 12, 2005

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Advantage Seal
Inc.'s Counsel:   Arthur G. Simon, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle Street, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Kelly Duane
Clark's Counsel:  Terence M. Fenelon, Esq.
                  Law Offices of Terence M. Fenelon
                  445 West Jackson Avenue, Suite 107
                  Naperville, Illinois 60540
                  Tel: (630) 717-1255
                  Fax: (630) 983-0188

                        Estimated Assets      Estimated Debts
                        ----------------      ---------------
Advantage Seal, Inc.    $500,000 to $1 Mil.   $1 Mil. to $10 Mil.
Kelly Duane Clark       $100,000 to $500,000  $500,000 to $1 Mil.

Advantage Seal, Inc.'s 17 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
V.D. Driscoll                               $1,592,500
5501 North Ocean Boulevard, Unit 301
Myrtle Beach, SC 29577

Flowserve Corporation                         $429,554
211 Frontage Road
Hinsdale, IL 60521

JAR Services                                  $110,000
c/o Julie Rhein
8412 Dolfer Cove
Hinsdale, IL 60521

Littler Mendelson, PC                          $52,576
200 North LaSalle Street, Suite 2900
Chicago, IL 60601

Morgan AMT                                     $36,934
P.O. Box 75749
Charlotte, NC 28275-0749

Clerk of Will County Court                     $33,333
302 North Chicago Street
Joliet, IL 60432

Ward Manufacturing                             $25,080
2230 Main Street
Evanston, IL 60202

American Express                               $24,293
P.O. Box 650448
Dallas, TX 75265-0448

Injectec                                       $23,499
451 North Dekora Woods Boulevard
Saukville, WI 53080

B. & J.G. Hodge & Co., PTY. LTD                $21,876
291 Doncaster Road, Suite 2
North Balwyn
Victoria, Australia 3104

CoorsTek                                       $17,357
Department #1515
Denver, CO 80291-1515

Timothy Gainous                                $15,000
1258 Gladys Avenue
Lakewood, OH 44107

Jackson Spring                                 $13,386
299 Bond Street
Elk Grove Village, IL 60007

Chemir Analytical Services                      $4,349
P.O. Box 502832
Saint Louis, MO 63150-2832

REM Builders, Inc.                              $2,795
500 East Remington Road, Suite 101
Schaumburg, IL 60173

Sterling Sintered Technologies.                 $1,634
249 Rockwell Street
Winsted, CT 06098

Allen Ginsberg                                 Unknown
55 West Monroe Street, Suite 3950
Chicago, IL 60603

Kelly Duane Clark's 7 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Flowserve Corporation                         $429,554
c/o David J. Parsons, Esq.
Littler Mendelson, a Professional Corp.
200 North LaSalle Street Suite 2900
Chicago, IL 60601-1014

David J. Parsons, Esq.                         $52,576
Littler Mendelson, A Professional Corp.
200 North LaSalle Street, Suite 2900
Chicago, IL 60601-1014

Clerk of the Circuit Court                     $33,333
Twelfth Judicial Circuit
505 North County Farm Road
Wheaton, IL 60187

Timothy E. Gainous                             $16,500
1258 Gladys Avenue
Lakewood, OH 44107

Direct Merchants Bank                           $2,831
P.O. Box 21550
Tulsa, OK 74121-1550

Capital One                                     $1,596
P.O. Box 85147
Richmond, VA 23276-0001

Capital One                                       $145
P.O. Box 85147
Richmond, VA 232767-0001


AIRNET COMMS: Reports Second Quarter 2005 Financial Results
-----------------------------------------------------------
AirNet Communications Corporation (NASDAQ:ANCC) reported financial
results for its second quarter ended June 30, 2005.

The Company reported net revenue of $5.4 million in the second
quarter, compared to $5.4 million in the second quarter of 2004.
Gross margins for the second quarter were $1.7 million or 31.7%
compared to year ago margins of $1.4 million or 25.0%.  Equipment
margins improved slightly from 20.8% in the second quarter of 2004
to 21.3% in 2005 due to increased direct sales.  Services margins
were 71.9% in second quarter of 2005 compared to 33.8% in 2004.
Operating expenses for the second quarter were $6.3 million
compared to $5.7 million in the second quarter of 2004 driven
primarily by an increase in research and development expenses.
R&D expenses were $3.2 million versus $2.6 million in 2004
attributable to increased development spending.

The loss from operations was $4.6 million, compared to a loss of
$4.3 million in the second quarter of 2004.  The quarterly loss
from operations for both 2005 and 2004 included $2.3 million of
non-cash stock option charges that resulted from the granting of
options to employees following the Company's August 2003 senior
secured debt transaction.

The second quarter 2005 net loss attributable to common
stockholders was $4.9 million vs. $5.6 million loss in the second
quarter of 2004.  The 2004 net loss attributable to common
stockholders reflects $1 million of amortized expenses associated
with the Company's August 2003 senior secured debt transaction.

Cash flow from operating activities for the second quarter was
$4.1 million, compared to use of cash of $(1.9) million in the
second quarter of 2004.  This decrease in cash consumption was
primarily impacted by unusually high customer cash collections
which totaled $9.5 million in 2005.  The Company does not expect
to be cash flow positive in the third quarter of 2005.

Per share amounts for the second quarter of 2005 results were
based on 12.5 million weighted average shares and exclude shares
issuable upon the conversion of the remaining unconverted Senior
Secured Convertible debt and shares underlying outstanding options
because the effect of including those shares would be anti-
dilutive.  The number of shares issued and outstanding and
potentially dilutive totaled 25.1 million as of June 30, 2005.
All share and per share amounts reflect the 1-for-10 reverse stock
split effected Dec. 9, 2004.

                          Outlook

"The Company had a great second quarter in terms of new orders
received and cash collections," said Glenn Ehley, president & CEO
for AirNet Communications.  "The Company continues to be well-
positioned with its SuperCapacity, adaptive array base station and
RapidCell base station.  We continue to see strong interest in
these product lines with a Tier 1 large operator and a leading OEM
aerospace and defense contractor."

During the second quarter, the Company received $9.3M in orders
including $5M in GSM orders from a new customer in the Asia-
Pacific region and $1.4M in GSM orders from Telsom Mobile for
deployment in Somalia.

                     Going Concern Doubt

BDO Seidman, LLP, had expressed substantial doubt about AirNet
Communications' ability to continue as a going concern after
reviewing the company's financial statements for the year ending
Dec. 31, 2004.  Deloitte & Touche, LLP, expressed similar doubts
when it reviewed the company's 2003 financials.  BDO Seidman
points to the Company's recurring losses from operations, negative
cash flows, and accumulated deficit, as the problem areas.

As of Aug. 5, 2005, the Company's cash balance was $6.5 million.
The Company's current 2005 operating plan projects that cash
available from planned revenue combined with the on hand at
Aug. 5, 2005, may be adequate to defer the requirement for new
funding at least until the fourth quarter of 2005.  There can be
no assurances that new financing can be secured at a reasonable
cost, if at all.

                 Financial Advisor On Board

The Company disclosed in its report for the quarter ending
March 31, 2005, that it has engaged a financial advisor to assist
in identifying and evaluating strategic business options.  "These
options include, but are not limited to, i) seeking strategic
partners and/or strategic investors and ii) a business combination
or acquisition," AirNet said.  The company did not respond to our
request for the financial advisor's identity.

AirNet Communications Corporation -- http://www.airnetcom.com/--  
is a leader in wireless base stations and other telecommunications
equipment that allow service operators to cost-effectively and
simultaneously offer high-speed wireless data and voice services
to mobile subscribers. AirNet's patented broadband, software-
defined AdaptaCell(R) SuperCapacity(TM) adaptive array base
station solution provides a high-capacity base station with a
software upgrade path to high-speed data. The Company's AirSite(R)
Backhaul Free(TM) base station carries wireless voice and data
signals back to the wireline network, eliminating the need for a
physical backhaul link, thus reducing operating costs. The
Company's RapidCell(TM) base station provides government and
military communications users with up to 96 voice and data
channels in a compact, rapidly deployable design capable of
processing multiple GSM protocols simultaneously. AirNet has 69
patents issued or filed and has received the coveted World Award
for Best Technical Innovation from the GSM Association,
representing over 400 operators around the world.


AMCAST INDUSTRIES: U.S. Trustee Says Plan's Releases are Improper
-----------------------------------------------------------------
Saul Eisen, U.S. Trustee for Region 9, asks the U.S. Bankruptcy
Court for the Southern District of Ohio to deny confirmation of
the Second Amended Joint Plan of Reorganization filed by Amcast
Industrial Corporation and its debtor-affiliates.  A summary of
the Debtors' plan appeared in the Troubled Company Reporter on
June 30, 2005.

The U.S. Trustee objects to the plan to the extent that the
Debtors attempt to release and pardon non-debtor parties,
including the Debtors' officers and directors and professionals,
from liability.  The U.S. Trustee says the releases violate
Section 524 of the Bankruptcy Code.

The U.S. Trustee argues that the Debtors should not be allowed to
use the Plan as a device to obtain a discharge of non-debtor third
parties who may be independently liable to creditors or interest
holders.

Mr. Eisen reminds the Court that the U.S. Court of Appeals for the
Sixth Circuit identified seven factors in Dow Corning's bankruptcy
cases that might make non-consensual third-party releases
appropriate in a chapter plan:

   1) there is an identity of interests between the debtor and the
      third party;

   2) the non-debtor has contributed substantial assets to the
      reorganization;

   3) the injunction is essential to reorganization, namely, the
      reorganization hinges on the reorganization;

   4) the impacted class has voted overwhelmingly to accept the
      plan;

   5) the plan provides a mechanism to pay for all, or
      substantially all, of the claims of the class affected by
      the release;

   6) the plan provides an opportunity for those claimants who
      choose not to settle to recover in full; and

   7) the bankruptcy court made a record of specific factual
      findings that support its conclusions.

The U.S. Trustee says that Amcast's proposed releases fails to
meet these standards.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN BUSINESS: Wash. Mutual Wants to Foreclose on Collateral
----------------------------------------------------------------
Washington Mutual Home Loan, through Fidelity National
Foreclosure & Bankruptcy Solutions, asks the U.S. Bankruptcy Court
for the District of Delaware to lift the automatic stay so it may
exercise foreclosure rights against mortgaged property.

Neil F. Dignon, Esq., at Draper & Goldberg, P.L.L.C., in
Georgetown, Delaware, recounts that on October 16, 2002, Donald
F. Larizza and Bonnie M. Larizza executed and delivered to
Washington Mutual Bank, FA, a note for $113,279, plus interest at
the adjustable rate of 6.5% per annum, attorney's fees, costs and
late charges to be paid over 30 years.

To secure the repayment of the sums due under the Note, the
Larizzas executed and delivered to Washington Mutual Bank a
mortgage dated October 16, 2002, encumbering a real property at
1707 Gulf Road, in Elyria, Ohio.

Mr. Dignon informs Judge Walrath that Washington Mutual Home Loan
is the holder of the Mortgage and Note.

Household Realty Corporation holds a lien subordinate to the lien
created by the Washington Mutual Mortgage, by virtue of a
Mortgage executed by the Larizzas, recorded on July 22, 2004,
securing a note for $6,922.

Having failed to pay the October 2003 through June 2005 monthly
installments, the Larizzas are in default under the Washington
Mutual Note, Mr. Dignon says.

Mr. Dignon also contends that the lien created by the mortgage
held by Household Realty is not necessary for American Business
Financial Services, Inc.' reorganization, as the lien adds little
or no value to its
bankruptcy estate.

Washington Mutual believes that it is not economically feasible
to attempt to capture any value from the Household Realty lien
for the bankruptcy estate as the underlying real property is
located out of state.

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).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  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 MEDIA: Posts $2.3 Mil. Net Loss in First Fiscal Quarter
----------------------------------------------------------------
American Media, Inc. (AMI) reported results for the first quarter
ended June 30, 2005.

Net loss was $2.3 million for the June 2005 fiscal quarter
compared to net income of $700,000 in the prior year's comparable
fiscal quarter.  This decrease in net income resulted from the
circumstances previously mentioned offset by reduced interest
expense of $3.0 million.  Additionally, the Company's provision
for income taxes decreased for the current fiscal quarter by $1.9
million to a $1.3 million benefit compared to the prior year's
comparable fiscal quarter, primarily due to the overall reduction
in pre-tax income.

Revenues for the fiscal quarter ended June 30, 2005 decreased 1.7%
to $131.1 million, compared to $133.4 million for the prior year
primarily as a result of one less issue of Fit Pregnancy in the
current quarter.  Operating income for the fiscal quarter ended
June 30, 2005 decreased 38.7% to $15.2 million from $24.8 million
for the prior year, as a result of the continued investment in
quality subscription circulation of $4.4 million and $2.6 million
of launch expenses associated with Celebrity Living and Looking
Good Now.

David J. Pecker, American Media's Chairman, President and CEO
commented, "Our current fiscal 2006 quarter reflects our continued
reinvestment plan for AMI which we began implementing last year.
We continue to see our investment in Star pay dividends with
overall circulation up 21%, advertising revenues up 68% and
subscriptions up 108%.  Additionally, 150 new advertisers have
joined the magazine.  Advertising Age and Ad Age.com cited Star as
'the leading magazine in the celebrity market with ad page gains
of 26.3%' for the first six months of calendar 2005."

"In response to the success of lower priced celebrity weeklies, we
launched a new glossy title, Celebrity Living, at a $1.89 cover
price, the lowest in the category.  Celebrity Living contains 100
pages of fashion, beauty, news and lifestyle of celebrities, which
differentiates it from all other magazines in the category.
During our fiscal 2006 first quarter, we published nine issues of
Celebrity Living. The early results are excellent and we plan to
be nationally distributed by October."

"Looking Good Now is also proving to be very successful through
the first six issues of the launch.  Current issues are selling at
200,000 copies each and is only being distributed in half the
country.  It will be fully distributed by October.  Looking Good
Now reinforces our leadership in the health and fitness market,
joining our other publications, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, Muscle & Fitness and Flex."

Regarding the National Enquirer, Mr. Pecker said, "While Star has
not been impacted by the increased competition in the celebrity
market, we continue to lose market share with our other weekly
newspaper publications which are down 13.5% versus prior year.
The primary driver of this decline in newsstand units is the
National Enquirer.  To address this issue, in April, we relocated
the magazine from Florida to New York and hired an entire new
editorial team from the U.K.  We increased the editorial pages
from sixty to seventy-two, changed the editorial content to focus
more on celebrity news and crime with less concentration on human
interest stories.  The cover price was also increased to $2.99
from $2.69.  We are happy to report that for the first six issues
of our second quarter, the new National Enquirer's unit sales have
rebounded and are up 8.4% versus the first quarter."

Overall advertising revenues, including the issue of Fit Pregnancy
previously mentioned, were $1.5 million or 3.4% better than the
prior year's comparable fiscal quarter primarily due to Star which
was up $2.2 million or 68%.  Overall newsstand revenue was down
$1.6 million or 2.3% primarily as a result of a 13.5% reduction in
unit sales for our weekly newspaper publications partially offset
by cover price increases.  As previously mentioned, the primary
driver of the decline in newsstand units relates to the National
Enquirer.  Newsstand sales for Star and our other weekly newspaper
publications declined 3.6% and 6.7%, respectively, versus the
prior year's comparable fiscal quarter.

Other revenues are down approximately $1.2 million or 14.1% due to
the inclusion in other revenues of a one-time custom magazine
published in the prior year as well as the unfavorable timing of
certain international licensing agreements.

Operating expenses increased by $7.3 million, or 6.7% as compared
to the prior year's comparable fiscal quarter.  This increase
relates to launch costs for Celebrity Living and Looking Good Now
($2.6 million) coupled with our continued subscription investment
to maintain the highest quality subscriptions ($4.4 million) and
an increase in depreciation and amortization ($0.9 million).

Operating income for the fiscal quarter ended June 30, 2005
decreased 38.7% to $15.2 million from $24.8 million compared to
the prior year's fiscal quarter.  This decrease resulted from the
circumstances previously mentioned.

Other income (expense) increased for the current fiscal quarter by
$1.7 million to $1.6 million as compared to the prior year's
comparable fiscal quarter.  The increase in other income (expense)
relates to $1.6 million in cash received from a barter advertising
agreement during the current fiscal quarter.  The Company provided
advertising to a third party during fiscal 2001 in exchange for
equity in the respective company.  There was no revenue recognized
related to this transaction; only the cost to provide advertising
space.  This $1.6 million is not reflected in the Company's Debt
Covenant EBITDA.

                     Debt Covenant EBITDA

The Company's bank credit agreement requires it to be in
compliance with certain maintenance covenants, which include
maintaining specified leverage ratios, a consolidated interest
expense ratio and a consolidated fixed charge ratio.  As of
June 30, 2005, the Company was in compliance with all of its
covenants.  Calculations of the ratios utilize Debt Covenant
EBITDA.

American Media, Inc., publishes weekly celebrity journalism and
health and fitness magazines which includes: Star, Shape, Men's
Fitness, Muscle & Fitness, Flex, Fit Pregnancy, Natural Health,
Shape en Espanol, National Enquirer, Globe, National Examiner,
Weekly World News, Sun, Country Weekly and MIRA!, as well as other
special topic magazines.  In addition to print properties, AMI
owns Distribution Services, Inc., the country's leading in-store
magazine sales and marketing company.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc., including lowering the corporate credit
rating to 'B' from 'B+'.  The outlook is now stable.

The Boca Raton, Florida-based publisher had total debt of slightly
under $1 billion as of March 31, 2005.

"The rating action reflects the decline in fiscal fourth-quarter
operating performance, eroding tabloid circulation and
profitability, increased competition in the celebrity magazine
market niche, and rising debt leverage," said Standard & Poor's
credit analyst Hal F. Diamond.


AMERICAN TOWER: S&P Upgrades Corporate Credit Rating to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Boston,
Massachusetts-based wireless tower operator American Tower Corp.,
including the corporate credit rating, which was upgraded to 'BB+'
from 'BB'.  This follows the completion of the merger between
American Tower and SpectraSite Inc.

"At the same time, we removed the ratings from CreditWatch, where
they were placed on Jan. 14, 2005, with positive implications
because of improved operating performance," said Standard & Poor's
credit analyst Catherine Cosentino.  "The ratings were raised, but
remained on CreditWatch when we subsequently placed the ratings of
the other tower companies on CreditWatch with positive
implications on April 21, 2005, based on our more favorable
assessment of the tower sector," she continued.

The ratings were last upgraded on July 27, 2005, and remained on
CreditWatch positive, pending completion of the merger with
SpectraSite.  The outlook is stable.  Standard & Poor's also
withdrew the rating on SpectraSite Inc.'s $200 million senior
notes, for which the company successfully tendered in late July.
Pro forma debt for the combined company was about $3.8 billion as
of June 30, 2005.

American Tower has benefited from the growth experienced by the
wireless carriers, both in terms of absolute subscribers and per-
subscriber minutes of use.  The latter in particular has been an
ongoing driver of tower co-location growth.  Competition led the
carriers to offer plans with larger minute volumes for the same
average revenues.

Moreover, the major carriers have upgraded their networks to
provide higher-speed wireless broadband capabilities, which in
many cases has required additional tower equipment, especially for
the GSM networks.  The regional carriers also have increasingly
added to their coverage areas to offer competitive plans to the
national players, which in turn has elicited added tower leasing
revenues.


AMERICA WEST: Executives Offered Incentives in US Airways Merger
----------------------------------------------------------------
According to a regulatory filing with the Securities and Exchange
Commission, the Compensation Committee of America West Holdings
Corporation's Board of Directors approved an incentive plan for
its senior executive team to remain on board to work for the
success of the soon-to-be merged US Airways and America West --
the New US Airways Group.

W. Douglas Parker, America West's Chairman and CEO, has been
granted options to purchase an aggregate of 500,000 shares of the
company's Class B common stock.  The options have an exercise
price of $8.65 per share and will start to vest on the second
anniversary of the merger.  These options will convert into New US
Airways Group common stock at the effective time of merger, or
will be cancelled if the merger is cancelled.  He will also
receive 196,000 stock appreciation rights and more than 60,000
units of restricted stock if the merger goes through.

Executive vice presidents and senior vice presidents will also
receive stock appreciation rights and restricted stock units
subject to the terms of the merger.

The $1.5 billion US Airways-America West merger is expected to
close subsequent to confirmation of US Airways' plan of
reorganization and emergence from chapter 11.

                        *    *    *

As previously reported in the Troubled Company Reporter, on May
23, 2005, Standard & Poor's Ratings Services ratings on America
West Holdings Corp. and subsidiary America West Airlines Inc.,
including the 'B-' corporate credit ratings on both entities,
remain on CreditWatch with negative implications, where they were
placed on April 21, 2005.  The CreditWatch update follows the
announcement that America West has agreed to acquire US Airways
Group Inc., parent of US Airways Inc., both currently operating
under Chapter 11 bankruptcy protection and rated 'D.'

Standard & Poor's will resolve the CreditWatch through an
assessment of the combined companies' business and financial risk
profiles.  This assessment will focus on labor integration, cost
and revenue synergies, and the company's its balance sheet and
access to liquidity.  Ratings could be affirmed if Standard &
Poor's concludes that the combined entity's improved liquidity and
expected synergies more than offset intermediate-term labor
integration risks.  Alternatively, ratings could be lowered
modestly if America West is unable to reduce US Airways' losses,
which would result in reduced liquidity.

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.

America West -- http://www.americawest.com/-- operates more than
900 flights daily to 95 destinations in the U.S., Canada, Mexico
and Costa Rica.  The airline's 13,500 employees are proud to offer
a range of services including more destinations than any other
low-cost carrier, first-class cabins, assigned seating, airport
clubs and an award-winning frequent flyer program.


ANCHOR GLASS: First Meeting of Creditors Set for Sept. 16
---------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, will convene a
meeting of Anchor Glass Container Corporation 's creditors on
Sept. 16, 2005, at 1:30 p.m. at the Office of the U.S. Trustee, at
501 East Polk St. (Timberlake Annex), Room 100-B, in Tampa,
Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's case.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Receives Delisting Notice from the Nasdaq
-------------------------------------------------------
On August 5, 2005, Anchor Glass Container Corporation received
notice from the NASDAQ Stock Market that, for the last 30
consecutive trading days, Anchor's common stock has not
maintained a minimum market value of publicly held shares of
$15,000,000 as required for continued inclusion by Marketplace
Rule 4450(b)(3).  In accordance with Marketplace Rule 4450(e)(1),
Anchor will be provided until November 3, 2005, to regain
compliance.

If, at anytime before November 3, 2005, the MVPHS of Anchor's
common stock is $15,000,000 or more for 10 consecutive trading
days, Nasdaq will provide written notification that Anchor has
achieved compliance with the Rule.  If compliance with the Rule
cannot be demonstrated by November 3, 2005, Nasdaq will provide
written notification that the Registrant's securities will be
delisted.

Subsequently, on August 8, 2005, Anchor received notice from
Nasdaq that after reviewing Anchor's press release on August 8,
2005, announcing that the company filed for protection under
Chapter 11 of the Bankruptcy Code, in accordance with Marketplace
Rules 4300 and 4450(f), Nasdaq has determined that Anchor's
securities will be delisted from The Nasdaq Stock Market at the
opening of business on August 17, 2005, unless the company
requests a hearing in accordance with the Marketplace Rule 4800
Series.

As a result of the bankruptcy filing, the fifth character "Q"
was be appended to Anchor's trading symbol.  Accordingly, the
trading symbol for Anchor's securities, common stock, $0.10 par
value, changed from "AGCC" to "AGCCQ" at the opening of business
on August 10, 2005.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Look For Bankruptcy Schedules on Sept. 15
-------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend the deadline for
filing the Schedules and Statements until September 15, 2005.

Pursuant to Rule 1007(b) and(c) of the Federal Rules of Bankruptcy
Procedure, a Chapter 11 debtor must file its schedule of assets
and liabilities, a schedule of current income and expenditure, a
schedule of executory contracts and unexpired leases, and a
statement of financial affairs within 15 days after the Petition
Date so long as it files a list of its creditors with the
bankruptcy petition.

Robert A. Soriano, Esq., at Carlton Fields, P.A., in Tampa,
Florida, tells Judge Paskay that it was impossible before the
Petition Date -- and will be impossible within 15 days thereafter
-- for the company to assemble the information necessary to
complete and file its Schedules and Statements because of:

   (a) the substantial size and scope of the Debtor's business;

   (b) the complexity of its financial affairs;

   (c) the limited staffing available to perform the required
       internal review of its accounts and affairs; and

   (d) the press of business incident to the commencement
       of its chapter 11 case.

"The Debtor is a large and complex enterprise with operations
located throughout the United States," Mr. Soriano says.

Moreover, the Debtor has hundreds of vendors and numerous other
potential trade creditors and hundreds of full-time and part-time
employees.  The Debtor must ascertain the pertinent information
for each of these parties, including addresses and claim amounts,
to complete the Schedules and Statements.

Mr. Soriano explains that completing the Schedules and Statements
will require the collection, review and assembly of information
from several locations throughout the United States.  Given the
urgency with which the Debtor sought Chapter 11 relief and the
more critical and weighty matters that the Debtor's limited
accounting and legal staff must address in the early days of the
case, the Debtor will not be in the position to complete the
Schedules and Statements in 15 days.

The Debtor intends to complete the Schedules and Statements as
quickly as possible under the circumstances.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Summary of Debt Structure & Liabilities
----------------------------------------
In papers filed with the U.S. Bankruptcy Court in Corpus Christi,
Texas, ASARCO LLC provides a concise summary of its funded debt
obligations and contingent liabilities:

===================
Bond and Lease Debt
===================

ASARCO has approximately $440 million in long-term bond debt,
with maturities ranging from April 2013 to October 2033:

  Creditor                  Coupon  Maturity      Obligation
  --------                  ------  --------      ----------
  Lewis & Clark County
  Environmental Bond (IRB)  5.85%   Oct. 2033    $34,800,000

  Nueces River
  Environmental Bond (IRB)  5.60%   Jan. 2027    $27,740,000

  Lewis & Clark County
  Environmental Bond (IRB)  5.60%   Jan. 2027    $33,160,000

  Gila County --
  Installment Bond          5.55%   Jan. 2027    $71,900,000

  CSFB Corporate Debentures 8.50%   May  2025   $150,000,000

  Nueces River
  Environmental Bond (IRB)
  Series 1998 A             5.60%   Apr. 2018    $22,200,000

  CSFB JP Morgan
  Secured Debentures        7.875%  Apr. 2013   $100,000,000

=================
Other Funded Debt
=================

  Creditor                                         Obligation
  --------                                         ----------
  Mitsui & Company (U.S.A.), Inc.                 $21,000,000

  Other Funded Debt                                $9,000,000

=========================
Environmental Obligations
=========================
As a result of ASARCO's 105 years of operating history, ASARCO
and certain of its non-operating subsidiaries are subject to
actual and potential environmental remediation obligations at
numerous sites around the country.  There are approximately 94
sites spread over approximately 21 states, in which ASARCO or one
of its subsidiaries is alleged to be responsible for
environmental clean-up costs, in some cases at the state level
(approximately 45 sites), in other cases at the federal level
(approximately 38 sites), and in some cases both (approximately
10 joint federal/state sites).  ASARCO is a party to numerous
consent decrees and lawsuits brought by federal and state
governments and private parties as a result of the company's
lead, zinc, cadmium, arsenic, and copper mining, smelting, and
refining operations.  A three-year standstill agreement with the
federal government ends in early 2006, and the company is feeling
rising pressure from federal and state governments to meet
increased remediation demands.

=======================
Asbestos-Related Claims
=======================
ASARCO's alleged asbestos liabilities relate primarily to
historical operations of its CAPCO and LAQ subsidiaries.
Although LAQ has not milled asbestos since the late 1980s and
CAPCO has not produced asbestos-containing products for over a
decade, by the late 1990s, both CAPCO and LAQ had been named in
thousands of asbestos lawsuits around the country.  As a result
of the massive asbestos litigation, five of ASARCO's non-
operating subsidiaries filed the Subsidiary Cases currently
pending in the U.S. Bankruptcy Court for the Southern District of
Texas.

Having never mined, milled, manufactured or sold asbestos or
asbestos-containing products, ASARCO has no direct liability for
any materials or products mined, milled, manufactured or sold by
CAPCO or LAQ.  Nonetheless, ASARCO has been named as defendant in
a large number of the asbestos actions against either CAPCO or
LAQ.  Although a limited number of the claims are based on direct
theories of liability, the majority are derivative of claims
against CAPCO or LAQ.  To address the derivative actions in a
consolidated manner, on June 15, 2005, ASARCO filed an Adversary
Proceeding in the Bankruptcy Court seeking a declaration that it
is not liable under any alter ego theory for asbestos claims
asserted against LAQ or CAPCO.  That proceeding is captioned
ASARCO LLC v. Lac d'Amiante du Quebec Ltee, et al., Adv. Pro.
No. 05-02048, and names the future claimants' representative
appointed in the Subsidiaries' chapter 11 cases as a defendant.
A copy of that 15-page Complaint, is available at no charge at
http://bankrupt.com/misc/05-02048-001.pdf The parties to that
lawsuit have agreed to extend the deadline for answering or
otherwise defending the complaint to Sept. 13, 2005.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining, smelting
and refining company.   Grupo Mexico S.A. de C.V. is ASARCO's
ultimate parent.  The Company filed for chapter 11 protection on
Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  James R.
Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq.,
at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble
& Culbreth, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $600 million in total assets and $1 billion in total
debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.
(ASARCO Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


ASARCO LLC: Can Use Mitsui Cash Collateral on an Interim Basis
--------------------------------------------------------------
ASARCO LLC doesn't have enough unencumbered cash to fund its
operations during the pendency of its Chapter 11 case.  Thus, it
needs immediate access to cash collateral securing repayment of
its prepetition obligations to Mitsui & Co. (U.S.A.), Inc.

Karen C. Paul, Senior Assistant General Counsel for ASARCO LLC,
relates that in March 1999, Mitsui and ASARCO Inc., a predecessor
of the Debtor, entered into a financing transaction whereby
ASARCO sold Mitsui 1,000,000 troy ounces of 99.9% pure silver,
which Mitsui then immediately leased back to ASARCO.  Later that
month, the amount of silver increased to 3,000,000 ounces.

By 2002, ASARCO had consumed or sold all of the silver subject to
the agreements.  ASARCO owes Mitsui $21 million.

To secure payment of this debt, Mitsui negotiated broader
security agreements with ASARCO, and obtained a guaranty from
ASARCO's parent company, Grupo Mexico, S.A. de C.V.

                         Mitsui's Lien

According to Ms. Paul, Mitsui asserts a lien against the Debtor's
inventory of silver, including work in process inventory, like
copper anodes and concentrates.  "The lien does not expressly
extend to accounts receivable, but does extend to proceeds of
silver inventory."

The Mitsui lien purports to secure a contractual obligation to
pay the value of 3,000,000 ounces of silver to Mitsui.  The lien
is under-secured, Ms. Paul says.

As of July 31, 2005, the Debtor's inventory report showed only
2,278,000 ounces of silver inventory, valued at approximately
$16,510,000.  The Debtor is in the process of updating its
inventory report as of the Petition Date.

In addition, the Debtor has determined that, as of the Petition
Date, it has received approximately $1,280,000 on account of
unidentifiable silver contained in sheets of copper anode that
was sold and delivered in the ordinary course of business in the
20 days immediately preceding the Petition Date.  The Debtor
reserves the right to dispute the validity, enforceability and
extent of Mitsui's lien.

                        Other UCC Filings

Ms. Paul relates that the Debtor ran several UCC-1 lien searches
to confirm that no party other than Mitsui held or asserted a
lien against any of the Debtor's personal property.  These lien
searches revealed two types of UCC filings:

   (1) there were old UCC-1s filed by former creditors that
       should be withdrawn or terminated because the debt has
       been paid in full; and

   (2) ASARCO accepts concentrates and other work-in-process
       materials from third parties under toll agreements.

ASARCO smelts or refines the customer's product for a fee and
returns the smelted or refined product, as the case may be, back
to the Toll Party.  ASARCO benefits from those toll agreements
by:

   -- earning servicing revenue, and

   -- utilizing what would otherwise be under-capacity in its
      smelters and refinery, which in turn reduces ASARCO's per
      unit cost for smelting and refining ASARCO's own inventory.

Many of these Toll Parties filed precautionary UCC filings
notifying third parties of their interest in materials in
ASARCO's possession.

Ms. Paul tells Judge Schmidt that the Debtor does not in any way
concede that any party holds a validly perfected and enforceable
lien against its inventory, accounts receivable or prepetition
cash, or that any cash received on account of alleged prepetition
collateral would constitute cash collateral.

                       Adequate Protection

The Debtor will segregate -- and not spend -- proceeds allocated
to the sale of silver inventory as those proceeds are received in
the ordinary course pending a final hearing on its request.

The Debtor will agree to segregate $1,280,000 upon entry of an
interim order.

"Segregating the proceeds prevents any potential diminution of
value in Mitsui's collateral, and thus Mitsui is adequately
protected until this Motion can be set for a final hearing," Ms.
Paul says.

At the final hearing, ASARCO proposes to grant adequate
protection for the use of silver proceeds after that final
hearing in this manner:

   a. The Debtor will continue to provide Mitsui with silver
      inventory reports on a monthly basis, as it did prior to
      bankruptcy; and

   b. To the extent Mitsui is determined to hold a validly
      perfected and unavoidable lien on silver inventory, and to
      the extent that Mitsui suffers a diminution in the value of
      its collateral after the Petition Date, the Debtor will
      grant Mitsui:

         (i) a replacement lien on silver inventory acquired
             after the Petition Date, and

        (ii) a super-priority claim that will have priority over,
             and be senior to, all other administrative claims,
             except with respect to any administrative claim of a
             postpetition DIP lender.

Excluding Mitsui, the Debtor believes that all other parties with
a UCC filing either:

   (i) have been paid in full prior to the Petition Date, and
       thus have no interest in the Debtor's cash, or

  (ii) have delivered their property to the Debtor for refining
       services in exchange for a fee, and thus have filed their
       UCC's in an abundance of caution.

The Debtor intends to honor its contractual obligations under its
toll contracts and will not sell the materials that are the
subject of those contracts to a third party.  Under those
circumstances, the Debtor asserts that no adequate protection is
required for those parties.

                         Court's Ruling

Judge Schmidt grants ASARCO LLC authority to use cash collateral
on an interim basis.

Pending a final hearing, the Court directs ASARCO to deposit by
August 17, 2005, $1,280,000 of proceeds of Mitsui & Co. (U.S.A.),
Inc.'s collateral in a newly established separate segregated bank
account.

As ASARCO sells its copper inventory, the Debtor is directed to
continue allocating the proceeds to silver inventory in the same
manner that it has done previously.

As proceeds of Mitsui's collateral are received, the Debtor will
promptly deposit into the Mitsui Cash Collateral Account that
portion of the proceeds that the Debtor has allocated to silver
inventory.

In the event that the Debtor determines that it needs to use
funds in the Mitsui Cash Collateral Account, the Debtor may
request an emergency hearing, on at least three business days'
notice to Mitsui and its counsel, before the Court, provided
however, that Mitsui will be entitled to seek further protection,
including adequate protection, at the hearing.

The Court directs the Debtor to provide Mitsui with reports of
the amount of silver inventory on a bi-weekly basis and of the
amount of the Cash Collateral that is segregated in the Mitsui
Cash Collateral Account on a weekly basis pending a final
hearing.

The Court will convene a final hearing on August 30, 2005, at
10:30 a.m. in Corpus Christi.  Any objection to the Debtor's
request must be filed by August 25.

Stephen A. Goodwin, Esq., at Carrington, Coleman, Sloman &
Blumenthal, LLP, in Dallas, Texas, represents Mitsui in ASARCO's
Chapter 11 case.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining, smelting
and refining company.   Grupo Mexico S.A. de C.V. is ASARCO's
ultimate parent.  The Company filed for chapter 11 protection on
Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  James R.
Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq.,
at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble
& Culbreth, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $600 million in total assets and $1 billion in total
debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.
(ASARCO Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


ASARCO LLC: Gets Court Nod to Use Existing Cash Management System
-----------------------------------------------------------------
ASARCO LLC wants to minimize unnecessary costs as well as
business disruption by continuing to use its existing cash
management system.

ASARCO has banking relations with two main depository
institutions, JP Morgan Chase & Company and Wells Fargo.  Chase
Bank, the main depository institution, holds ASARCO's main
accounts for receivables and payables.  Wells Fargo is used as a
secondary depository institution and holds ASARCO's primary
investment accounts.  Both banks transact business with ASARCO
via an electronic banking system.

In addition to the Chase Bank and Wells Fargo accounts, ASARCO
maintains the various bank accounts, which serve specific
purposes.  All Bank Accounts are reconciled daily to ensure the
accuracy of the information.

Additionally, the accounting department reconciles all Bank
Accounts once a month.  The treasury department has no
involvement in any corporate reconcilement process, in order to
ensure the security and integrity of the cash management process.
Treasury is audited at least twice annually by ASARCO's internal
audit staff and annually by ASARCO's external auditors, Keegan,
Linscott & Kenon, P.C.

ASARCO seeks to continue using the current centralized cash
management system and to pay certain debts and obligations.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
says that given the complexity of the Debtor's business, as well
as the need to preserve and enhance its going concern value, a
successful reorganization of the Debtor's business cannot be
accomplished if there is substantial disruption in its cash
management procedures.

Mr. Prince also points out that the basic structure of the cash
management system has been used by the Debtor for the last
several years, and constitutes the Debtor's ordinary, usual, and
essential business practices.  The cash management system is
similar to those commonly employed by corporate enterprises
comparable to the Debtor in size and complexity.

According to Mr. Prince, the widespread use of those systems is
attributable to the numerous benefits they provide, including the
ability to (i) tightly control corporate funds, (ii) ensure cash
availability, and (iii) reduce administrative expenses by
facilitating the movement of funds and the development of timely
and accurate account balance and presentment information.

"Motion is granted," Judge Schmidt ruled at the First Day Hearing
Friday afternoon.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining, smelting
and refining company.   Grupo Mexico S.A. de C.V. is ASARCO's
ultimate parent.  The Company filed for chapter 11 protection on
Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  James R.
Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq.,
at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble
& Culbreth, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $600 million in total assets and $1 billion in total
debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.
(ASARCO Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


ATHLETE'S FOOT: Files Liquidation Plan & Disclosure Statement
-------------------------------------------------------------
The Athlete's Foot Store, LLC, Delta Pace, LLC, and their Official
Committee of Unsecured Creditors delivered their Joint Plan of
Liquidation and an accompanying Disclosure Statement to the U.S.
Bankruptcy Court for the Southern District of New York.

Under the Plan, the Debtors' businesses will cease to exist after
confirmation.  A Liquidation Trust will be established as
successor-in-interest to the Debtors.  The Trust will hold all of
the Debtors' assets for distribution to creditors.  It will
resolve claim disputes.

A Litigation Trust will also be established to pursue and recover
preferences and fraudulent conveyance claims for the Debtors'
estates.

                     Treatment of Claims

Pursuant to the terms of the Plan, these creditors will be paid in
full:

    * priority non-tax claims for $1,024,128; and
    * secured claims for $1,094,174.

General unsecured creditors owed approximately $30,284,629 will
receive:

    i) beneficial interests in the Liquidation Trust entitling
       the holders to recover pro rata shares of any cash from a
       Distribution Fund; or

   ii) less favorable treatment that the Debtors or the
       Liquidation Trustee, the Committee and an unsecured claim
       holder will agree upon.

General unsecured creditors are expected to recover 7% to 10% of
their claims.

Intercompany claims and equity interests will be cancelled.

                Creditors' Committee Survives

The Official Committee of Unsecured Creditors will not be
disbanded upon confirmation of the Plan.  The Committee will be
given the power to prosecute all litigation causes of action and
defenses.  It will also continue the adversary proceeding
commenced by the Debtors against GMAC Commercial Finance LLC
seeking to recover $525,000.

                         Plan Funding

A summary of estimated proceeds that will be available for
distribution to creditors:

  Source                                Estimated Proceeds
  ------                                ------------------
  Cash on Hand                       $2,300,000  to  $2,700,000
  Professional Fees Carve Out           525,000         525,000
                                     ----------      ----------
  Total Estimated Proceeds           $2,825,000      $3,230,000

  Application of Estimated Proceeds
  ---------------------------------
  Chapter 11 Professional Fees         $750,000  to    $600,000
  Wind-down costs                       100,000          75,000
                                       --------        --------
  Total Estimated Chapter 11 Costs     $850,000        $675,000

  Estimated Proceeds
  Available for Distribution         $1,975,000  to  $2,555,000

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/-- operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


BALLY TOTAL: Lenders Extend Cross Default Deadline to Aug. 31
-------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) has received
consent from the lenders under its $275 million secured credit
agreement to extend to August 31, 2005 the cross default deadline
relating to Bally's financial reporting covenant defaults under
its public bond indentures.

As reported in the Troubled Company Reporter on Aug. 9, 2005, the
Company received notices of default under the senior note
indentures following the expiration of the waiver of the financial
reporting covenant default on July 31, 2005.

As a result of the consent from the lenders under the credit
agreement, the cross-default deadline has been extended until
August 31, 2005.  After that date, unless the indenture financial
reporting covenant defaults are cured or waived, over $700 million
of Bally's debt obligations under its credit agreement and
indentures could become immediately due and payable.

The Company continues to negotiate with noteholders to secure an
extension of the financial reporting covenant default waiver, and
has received consent from holders of 96.33% of the Senior Notes
and 42.83% of the Senior Subordinated Notes.  The Company also
announced that it will extend the consent period until August 18,
2005.

Except as set forth herein, the terms of the Consent Solicitations
remain the same as set forth in the Consent Solicitation
Statements previously distributed to noteholders.

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

This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities.  The solicitation is
being made solely pursuant to Bally's Consent Solicitation
Statements and the related Letters of Consent, as amended hereby.
Other than as expressly set forth herein, this announcement is not
a waiver of any of the terms and conditions set forth in Bally's
Consent Solicitation Statements and the related Letters of Consent
and is subject thereto in all respects.  Notwithstanding Bally's
solicitation of waivers, no assurance can be given that an event
of default under the indentures will not occur in the future.

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

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally Total
Fitness Holding Corporation.  The affirmation reflects continued
high risk of default and Moody's estimate of recovery values of
the various classes of debt in a default scenario.  The ratings
outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility due 2009,
     rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1


BALLY TOTAL: Marilyn Seymann Steps Down as Director
---------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) discloses that
Marilyn Seymann will step down from the Board of Directors,
effective today.  Dr. Seymann, who was appointed to the Board in
May of this year, cited her new position as Associate Dean of
Arizona State University Law School as the reason for her
departure.

"Bally Total Fitness and its shareholders deserve directors with
more time than I can currently commit to support the turnaround
plan in progress.  When I accepted the position of director at
Bally, I had not yet begun my new responsibilities as Associate
Dean.  I am concerned about my ability to devote the necessary
time to Bally given this new job and my other responsibilities,"
said Dr. Seymann.  "I accepted the position on the Board because I
wanted to contribute to the turnaround at Bally, and while I
regret the need to depart after a short period, I feel confident
that the Company is on the right path and has a strong plan that
Paul has developed and will be implemented under his leadership."

"Although Marilyn's tenure on the Board was relatively short, we
thank her for her contributions and her service to the Company,"
said Chairman and CEO Paul Toback.  "We wish Marilyn well in her
new position, and we know that Arizona State University Law School
will benefit from her leadership."

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

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally Total
Fitness Holding Corporation.  The affirmation reflects continued
high risk of default and Moody's estimate of recovery values of
the various classes of debt in a default scenario.  The ratings
outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility due 2009,
     rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1


BANC OF AMERICA: Fitch Affirms Low-B Rating on Six Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms Banc of America Commercial Mortgage
Securities 2004-1:

     -- $73.3 million class A-1 at 'AAA';
     -- $293.9 million class A-1A at 'AAA';
     -- $128.0 million class A-2 at 'AAA';
     -- $100.1 million class A-3 at 'AAA';
     -- $521.9 million class A-4 at 'AAA';
     -- Interest-only (IO) class X-C at 'AAA';
     -- Interest-only (IO) class X-P at 'AAA';
     -- $31.5 million class B at 'AA';
     -- $13.3 million class C at 'AA-';
     -- $29.9 million class D at 'A';
     -- $13.3 million class E at 'A-';
     -- $18.2 million class F at 'BBB+';
     -- $11.6 million class G at 'BBB';
     -- $19.9 million class H at 'BBB-';
     -- $6.6 million class J at 'BB+';
     -- $6.6 million class K at 'BB';
     -- $8.3 million class L at 'BB-';
     -- $8.3 million class M at 'B+';
     -- $3.3 million class N at 'B';
     -- $3.3 million class O at 'B-';

Fitch does not rate the $21.6 million P class.

The affirmations are the result of stable performance and minimal
collateral paydown since issuance.  As of the July 2005
distribution date, the pool's aggregate principal balance has
decreased 1.1% to $1.31 billion from $1.33 billion at issuance.

Fitch maintains investment-grade credit assessments on two loans
in the trust: the Leo Burnett Building (9.1%) and the Hines-
Sumitomo Life Office Portfolio (8.0%) loans.  The Leo Burnett
Building is a 1.1 million square foot office property located in
Chicago, IL.  Occupancy was 98.2% as of year-end 2004, unchanged
since issuance.  Based on the year-end 2004 servicer reported
financials, the Fitch stressed debt service coverage remains
stable at 1.63 times (x) versus 1.66x at issuance.

The Hines Sumitomo portfolio is secured by three office
properties, with a total of 1.2 million square feet.  Two of them
are located in New York, NY and one in Washington, DC.  The
combined year-end 2004 DSCR was 2.08 times (x) compared with 1.84x
at issuance.  The average occupancy was 99% as of year-end 2004,
unchanged since issuance.


BANKAMERICA: Fitch Holds Rating on 13 Cert. Classes at Junk Level
-----------------------------------------------------------------
Fitch Ratings has performed a review of the BankAmerica
Manufactured Housing transactions.  Based on the review, these
rating actions have been taken:

   Series 1995-BA1:

      -- Class A-3 is affirmed at 'AAA';
      -- Class A-4 is upgraded to 'AAA' from 'AA-';
      -- Class B-1 remains at 'CCC';
      -- Class B-2 remains at 'C'.

   Series 1996-1:

      -- Class A-6 is affirmed at 'AAA';
      -- Class A-7 is upgraded to 'AAA from 'AA-';
      -- Class B-1 is remains at 'C';
      -- Class B-2 is remains at 'C'.

    Series 1997-1:

      -- Classes A-8 and A-9 are affirmed at 'AAA';
      -- Class M remains at 'C';
      -- Class B-1 remains at 'C';
      -- Class B-2 remains at 'C';

    Series 1997-2:

      -- Classes A-8 and A-9 are affirmed at 'AAA';
      -- Class M remains at 'C';
      -- Class B-1 remains at 'C';
      -- Class B-2 remains at 'C';

    Series 1998-1:

      -- Class A-1 is affirmed at 'AAA';
      -- Class M is affirmed at 'BBB';
      -- Class B-1 is affirmed at 'B';
      -- Class B-2 remains at 'C';

    Series 1998-2:

      -- Class A-7 is affirmed at 'AAA';
      -- Class M is affirmed at 'B';
      -- Class B-1 remains at 'C';
      -- Class B-2 remains at 'C'.

BankAmerica Housing Services was purchased by Greenpoint Credit in
1998.  Greenpoint exited the manufactured housing lending business
in early 2002 but continued to act as servicer for its
manufactured housing portfolio until the assets and servicing
rights were acquired by GreenTree Servicing in the fourth quarter
of 2004.  GreenTree has implemented several changes since the
servicing transfer was completed.  Among the changes, GreenTree
has reduced the number of loan modifications, reduced the number
of non-repossession charge-offs and significantly increased the
number of collectors working on accounts in the 1-29 day
delinquency bucket.  Despite the reduction in loan modifications,
reported delinquency and repossession inventories have declined
since the servicing transfer.

The transactions reviewed pay interest and principal due to the
senior outstanding bond prior to paying interest to subordinate
bonds -- a structure commonly referred to as an IP-IP structure
(Interest-Principal/ Interest-Principal).  As opposed to a
structure which pays interest to all bonds prior to paying any
principal, an IP-IP structure generally reduces the credit risk to
the senior class at the expense of the mezzanine and subordinate
certificates.  The BAMH senior classes remain well protected while
the mezzanine and subordinate classes have accrued significant
interest shortfall amounts.  The payment priority distribution is
not expected to change as all of the transactions will fail
performance triggers for the remainder of each pool's life.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


BIRCH TELECOM: Files Chapter 22 Petition in Delaware
----------------------------------------------------
Birch Telecom, Inc., and its 28 subsidiaries filed for chapter 11
protection in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington after talks on a prepackaged chapter 11
plan failed.  The Debtors intend to use the chapter 11 process to:

   -- promptly file a reorganization plan;

   -- preserve the value of their businesses;

   -- maximize recoveries to stakeholders to the extend possible;
      and

   -- restructure and reduce their indebtedness.

"We evaluated several options for restructuring our debt and
concluded that, in light of all circumstances facing the Company,
filing for chapter 11 is the most effective course of action for
Birch," Gregory C. Lawhon, the Company's new chief executive
officer, said.  "The chapter 11 process will allow us to
substantially improve our balance sheet and capital structure
while we continue to operate our business and focus on what we
have always offered our customers, namely reliable service, easy
conversion, better prices and a better way of doing business."

Birch expects its operations to continue without interruption
during the chapter 11 process and said that its customers will not
experience changes in services or quality.

                      Financial Downturn

On July 29, 2002, Birch Telecom and 22 of its subsidiaries
commenced a prepackaged chapter 11 case (Bankr. D. Del. Case No.
02-12218) to accomplish a financial restructuring that was then
required to address then-existing competitive pricing pressures,
adverse economic conditions and relatively limited capital
resources.

The joint prepackaged plan of reorganization filed in 2002
contemplated, among other things, the replacement of their then-
existing senior credit facility with the Second Amended and
Restated Credit Agreement in the principal amount of $100 million.
On Sept. 18, 2002, the United States District Court for the
District of Delaware confirmed the prepackaged plan.  The plan
took effect in October 2002.

Following the prepackaged chapter 11 proceeding on July 29, 2002,
and the Ionex Merger in 2004, the Debtors began to experience
liquidity problems due to price competition, customer turnover and
federally mandated limits on telecommunications pricing, which led
to certain management changes.

In September 2004, the Debtors defaulted under their Credit
Agreement by failing to make a scheduled $5 million amortization
payment due to its lenders.  Following negotiations, the senior
lenders agreed to forbear from exercising their remedies under the
Credit Agreement.

                   Restructuring Alternatives

In the first quarter of 2005, the Debtors tried negotiating an
out-of-court restructuring or a prepackaged chapter 11 plan with
the senior lenders.  Those talks weren't fruitful.  In its effort
to explore other restructuring alternatives, including the
possible sale of its businesses (in whole or part), the Debtors
and their advisors identified potential purchasers and solicited
offers of interest from financial and strategic buyers.

To date, the Debtors have not received binding, non-contingent
third-party purchase offers or other proposals that represent a
sufficient basis for the Company's needed financial restructuring.

                    Liquidity Credit Agreement

After the Company explored possible alternative sources of interim
liquidity, Birch Group and Birch Telecom Finance, Inc., entered
into a Liquidity Credit Agreement with a consortium of lenders led
by Bank of America, N.A, on Apr. 29, 2005.  The lenders extended
needed additional liquidity secured by first priority liens on
substantially all of the Debtors' assets.

On Aug. 8, 2005, the Company repaid the outstanding amounts, and
paid reimbursable fees and expenses incurred by the senior lenders
under the credit agreement.  As of Aug. 12, 2005, the Debtors'
obligations under the Credit Agreement totaled approximately
$108.7 million.

                     Workforce Reduction

Last week, Birch Telecom reduced its workforce by 330 employees,
cutting its total headcount to 525.

                        DIP Financing

In conjunction with the chapter 11 filing, the Company's senior
lenders have committed to provide debtor-in-possession financing
to fund the Company's operations during the chapter 11
proceedings.  The Company believes that, upon Court approval, the
DIP financing, combined with the Company's operating revenue, will
provide sufficient funding for operations during the bankruptcy
process, including postpetition obligations to suppliers.

                    Commercial Agreements

Earlier this year, Birch signed a commercial agreement with
BellSouth under which Birch provide will provide wholesale local
phone services throughout the nine-state BellSouth region in the
southeast United States.  Since then, Birch has met and exceeded
its sales goals in that region and continues to attract and retain
new customers.

Additionally, Birch recently signed a five-year commercial
wholesale telecom agreement with SBC Communications.  This
agreement will allow the Company to continue to:

   -- provide wholesale local and long distance phone service to
      customers in Kansas, Missouri, Oklahoma, and Texas;

   -- accept orders for new services; and

   -- accommodate requests for moving, adding or changing lines.

However, as part of the Company's revamped sales and marketing
strategy, it has closed down its sales offices in those markets
and will be selling new services through inside-sales channels
instead.

"We appreciate the ongoing loyalty and support of our employees
during what has been a period of great uncertainty and transition
for Birch," Lawhon said.  "I thank them for their dedication and
hard work, which is critical to our success.  I also thank our
customers and suppliers for their support during this
restructuring process.  The management team is committed to making
this restructuring successful and leading Birch toward a brighter
future."

In 2004, the Company recognized over $292 million in revenue.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- owns and operates an
integrated voice and data network, and offers a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  Marion M. Quirk, Esq., and
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


BIRCH TELECOM: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Birch Telecom, Inc.
             2300 Main Street, Suite 600
             Kansas City, Missouri 64108

Bankruptcy Case No.: 05-12237

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Birch Telecom 1996, Inc.                   05-12238
      Ionex Communication, Inc.                  05-12239
      Ionex Communication North, Inc.            05-12240
      Ionex Communication South, Inc.            05-12241
      Ionex Telecommunications Leasing Inc.      05-12242
      Telecom Resources, Inc.                    05-12243
      Birch Equipment, Inc.                      05-12244
      Birch Internet Services, Inc.              05-12245
      Birch Kansas Holdings, Inc.                05-12246
      Birch Management Corporation               05-12247
      Birch Telecom Finance, Inc.                05-12248
      Birch Telecom of Arkansas, Inc.            05-12249
      Birch Telecom of Kansas, Inc.              05-12250
      Birch Telecom of Missouri, Inc.            05-12251
      Birch Telecom of Nebraska, Inc.            05-12252
      Birch Telecom of Oklahoma, Inc.            05-12253
      Birch Texas Holdings, Inc.                 05-12254
      Birch Telecom of the Great Lakes, Inc.     05-12255
      Birch Telecom of the South, Inc.           05-12256
      Birch Telecom of the West, Inc.            05-12257
      Capital Communications Corporation         05-12258
      Dunn & Associates, Inc.                    05-12259
      I.S. Advertising, Inc.                     05-12260
      Telesource Communications, Inc.            05-12261
      American Local Telecommunications LLC      05-12262
      Birch Telecom of Texas Ltd., LLP           05-12263
      G.B.S. Communications, Inc.                05-12264
      M.B.S. Leasing, Inc.                       05-12265

Type of Business: Birch owns and operates an integrated voice and
                  data network, and offers a broad portfolio of
                  local, long distance and Internet services.  The
                  Debtors provide local telephone service, long-
                  distance, DSL, T1, ISDN, dial-up Internet
                  access, web hosting, VPN and phone system
                  equipment for small- and mid-sized businesses.
                  The Debtors serve 130,000 customers in more than
                  50 metropolitan markets across 12 states.
                  See http://www.birch.com/

                  Birch Telecom and 22 of its subsidiaries
                  previously filed for chapter 11 protection on
                  July 29, 2002 (Bankr. D. Del. Case No.
                  02-12218) and emerged from chapter 11 in
                  October 2002.  Details about the first
                  chapter 11 proceeding have appeared in the
                  Troubled Company Reporter since July 30, 2002.

Chapter 11 Petition Date: August 12, 2005

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Marion M. Quirk, Esq.
                  Mark S. Chehi, Esq.
                  Skadden Arps Slate Meagher & Flom LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, Delaware 19899
                  Tel: (302) 651-3000
                  Fax: (302) 651-3001

Debtors'
Financial
Advisor:          Miller Buckfire & Co., LLC

Debtors'
Financial &
Restructuring
Manager:          AEG Partners LLC

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Southwestern Bell Telephone      Trade Debt          $19,772,513
Company
311 South Akard Street
Four Bell Plaza, 9th Floor
Dallas, TX 75202-5398
Attn: Glen Sirles
Vice President
Tel: (214) 858-0700
Fax: (214) 464-2705

BellSouth                        Trade Debt           $7,362,361
Telecommunications, Inc.
600 North 19th Street, 9th Floor
Birmingham, AL 35203
Attn: CLEC Account Team

David E. Scott                   Other                $1,088,561
73 Janssen Place
Kansas City, MO 64109

Verizon                          Trade Debt             $705,784
P.O. Box 920041
Dallas, TX 75392-0041
Attn: John Pricken
Vice President
Tel: (212) 395-2804
Fax: (212) 764-2450

AT&T                             Trade Debt             $640,398
2800 Century Parkway, NE
Atlanta, GA 30345-3111
Attn: Norm Collins
Vice President
Tel: (913) 393-4637
Fax: (404-329-7211

VeriSign, Inc.                   Trade Debt             $616,941
4501 Intelco Loop SE
Lacey, WA 98503
Attn: Contract Administrator
Tel: (360) 493-6000

David Vranicar                   Other                  $612,971
12116 Westgate
Overland Park, KS 66213

Ciena Corporation                Trade Debt             $469,648
1201 Winterson Road
Linthicum, MD 21090
Attn: Tony Tappan
Vice President for Sales
Tel: (913) 402-4802
Fax: (913) 402-4801

Qwest Communications             Trade Debt             $450,654
Corporation
1801 California Street, Suite 2420
Denver, CO 80202
Attn: Roland Thomton
Executive Vice President
Tel: (888) 496-7447
Fax: (303) 965-2710

Dynavar Networking Corporation   Trade Debt             $399,572
800 Bellevue Way NE, Suite 400
Bellevue, WA 98004
Attn: Sean MacNeill, Sr.
Vice President for Sales &
General Manager
Tel: (888) 664-7577
Fax: (425) 462-5638

Telcove                          Trade Debt             $332,271
P.O. Box 931843
Atlanta, GA 31193-1843
Attn: Jim McMullin
Senior Account Manager for
Carrier Services
Tel: (316) 658-6129
Fax: (316) 209-8815

Intec Billing America, Inc.      Trade Debt             $330,054
4445 Calgary Trail Southbound
Seventh Floor
Edmonton, AB T6H 5R7
CANADA
Attn: Cheryl Yackimec
Tel: (780) 430-2573
Fax: (780) 430-2111

David M. Hollingsworth           Other                  $312,500
15316 Iron Horse Circle
Leawood, KS 66224

Verilink Corporation             Trade Debt             $299,562
127 Jetplex Circle
Madison, AL 35758
Attn: Wayne Shackelford
Tel: (512) 715-8282
Fax: (256) 327-2715

Unipoint Holdings, Inc.          Trade Debt             $218,318
6500 River Place Boulevard
Building 2, Suite
Austin, TX 78730

Sean Pyle                        Other                  $204,327
13709 Granada Drive
Leawood, KS 66224-3001

Sprint Communications Company    Trade Debt             $199,585

MCI                              Trade Debt             $192,422

DST Realty Inc.                  Rent                   $169,348

Oracle Corporation               Trade Debt             $161,157

Grande Communications            Trade Debt             $160,427
Network, Inc.

MC Lioness Realty Group LLC      Rent                   $153,342

WilTel Communications, LLC       Trade Debt             $147,833

Steven Faulkner                  Other                  $135,417

Solarcom LLC                     Trade Debt             $130,351

Lynne Sangimino                  Other                  $127,013

Syniverse Technologies, Inc.     Trade Debt             $118,705

Toshiba America Information      Trade Debt             $114,327
Systems, Inc.

Cellular One                     Trade Debt             $113,408

Consolidated Communications      Trade Debt             $101,435
Operator Services, Inc.

Valor Telecommunications         Trade Debt              $99,240

Independent NECA Services        Trade Debt              $92,711

IOS Capital                      Other                   $88,748

South Dakota Network, LLC        Trade Debt              $84,269

Westin Mission Hills Resort      Other                   $83,902

Mayer, Brown, Rowe & Maw, LLP    Consulting Services     $81,661

ADS MB Corporation               Trade Debt              $80,000

Fair Isaac & Co., Inc.           Trade Debt              $70,252

KMC Telecom III                  Trade Debt              $67,767

Tellabs Operations, Inc.         Trade Debt              $66,968


BIRCH TELECOM: Gregory Lawhon Replaces Mike Cassity as CEO
----------------------------------------------------------
Birch Telecom, Inc., disclosed the resignation of Mike Cassity as
its chief executive officer, effectively immediately.  He has been
replaced by Gregory C. Lawhon, who has served as Senior Vice
President and General Counsel since Birch was founded in 1997.
Lawhon was selected by the Board of Directors based on his
extensive experience managing the Debtors' wholesale business and
his uncompromising faith in Birch's refocused business strategy.

"I am excited about the opportunity to make Birch a stronger
Company as we focus on a strategy that maximizes profitability in
the new regulatory environment," said Mr. Lawhon.  "On behalf of
the Board of Directors, I would like to thank Mike Cassity for his
hard work and contributions to Birch.  We wish him well in his
future endeavors," Mr. Lawhon added.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- owns and operates an
integrated voice and data network, and offers a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  Marion M. Quirk, Esq., and
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.

Birch Telecom and 22 of its subsidiaries previously filed for
chapter 11 protection on July 29, 2002 (Bankr. D. Del. Case No.
02-12218).  Details about their previous  chapter 11 filings have
appeared in the Troubled Company Reporter since July 30, 2002.
Birch Telecom and its debtor-affiliates have successfully emerged
from bankruptcy just two months after filing for Chapter 11.


BLACKBIRD CROSSING: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Blackbird Crossing, LLC,
        fdba Blackbird Fly Shop & Lodge
        P.O. Box 998
        Victor, Montana 59875

Bankruptcy Case No.: 05-62660

Type of Business: The Debtor used to operate a fishing
                  and hunting lodge.

Chapter 11 Petition Date: August 12, 2005

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Harold V. Dye, Esq.
                  Dye & Moe, P.L.L.P.
                  P.O. Box 9198
                  Missoula, Montana 59807-9198
                  Tel: (406) 542-5205

Total Assets: $1,216,835

Total Debts:    $861,271

Debtor's 15 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Mark Bachik                                     $360,000
   2385 East Windmill Lane, Suite 160
   Las Vegas, NV 89123

   US Bank                                           $8,850
   Client Services
   3451 Harry S. Truman Boulevard
   Saint Charles, MO 63301

   David Markette                                    $7,220
   P.O. Box 515
   Hamilton, MT 59840

   David Markette                                    $6,500

   Ravalli County Treasurer                          $3,539

   Capital One Bank                                  $3,350

   First American Title                              $1,620

   UMPQUA                                            $1,331

   Dell Financial Services                             $957

   Ritz Carlton                                        $825

   G. Loomis                                           $757

   Peterson & Owings                                   $655

   Painted Rocks Water                                 $400

   Dell Financial Services                             $399

   Farmers State Bank                                  $217


BLOCKBUSTER INC: Low Liquidity Prompts Fitch to Junk Ratings
------------------------------------------------------------
Fitch has downgraded Blockbuster Inc. to:

    -- Issuer default rating (IDR) to 'CCC' from 'B+';

    -- Senior secured credit facility to 'CCC' from 'B+' with an
       'R4' recovery rating;

    -- Senior subordinated notes to 'CC' from 'B-' with an 'R6'
       recovery rating.

The Rating Outlook remains Negative.  Approximately $1.2 billion
of debt is affected by the action.

The downgrades and Negative Outlook are a result of Blockbuster's
continued operating performance weakness, significantly lower
liquidity position, and need for additional waivers from its bank
lenders.  The rating and Outlook reflect the company's ongoing
necessity to request waivers and concerns about the successful
reshaping of its business model introduce default as a real
possibility.  For a second time in as many quarters, the company
has been forced to request waivers for its credit facility to
provide relief for certain financial covenants for the third and
fourth quarters of 2005 in addition to amending certain other
aspects of the credit agreement.  Without the waivers, the company
would be in default of the leverage ratio covenant for the second
quarter of 2005.

Given Blockbuster's recent operating performance, the Negative
Outlook reflects Fitch's belief that the company will have
difficulty generating minimum required EBITDA targets that were
recently added to the company's financial covenants, including
minimum EBITDA threshold of $250 million cumulative for the third
and fourth quarters of 2005.  To avoid EBITDA covenant breaches,
the company would have to achieve EBITDA levels that have not
occurred since 2003.  Importantly, the company's EBITDA levels
were below this threshold in the second half of 2004 and included
revenues from late fees.  Given that the fourth quarter is a
seasonal high point, it is not surprising that the waiver period
or the minimum EBITDA covenant coincide for lenders to evaluate
performance, progress with strategic alternatives, and their
position after the company's traditionally strongest quarter.

For the second quarter ended June 30, 2005, Fitch anticipated
break-even free cash flow versus actual free cash flow of negative
$123 million and also expected positive free cash flow in the
third quarter.  Given management's withdrawal of 2005 guidance and
its belief that the third quarter will also be negatively affected
by weak operating performance, Fitch expects it will be
challenging for the company to return to positive free cash flow
for the third quarter of 2005.  As a result, Fitch believes the
company's liquidity position could deteriorate further from the
approximately $260 million of availability as of June 30, 2005
between cash and revolver, representing an even tighter safety
margin of financial flexibility given recent negative free cash
flow trends and the company's current negative working capital
position.

The company's credit metrics have continued to weaken, and Fitch
believes that significant challenges exist for the company to
return to operating performance levels that are consistent with a
single-B IDR.  For the last 12 months ended June 30, 2005,
EBITDAR/(interest plus rent) is approximately 1.3 times (x) and
adjusted leverage (using rent times 8) is approximately 7.3x
during the same period.  CFO/capital expenditures is approximately
0.5x, and Fitch does not anticipate it to increase above 1.0x in
the intermediate term.

Overall, Fitch remains concerned about Blockbuster's operational
and financial policies, which have included major changes to its
business model in response to weakening market conditions.  These
changes include the elimination of late rental fees, historically
representing 50% of operating income.  Fitch views the elimination
of late fees, with margins over 60%, as particularly risky and
challenging to replace over the longer term.  The company is now
required to offset this source of operating profit with
substantial increases in rental and merchandise revenues, which
may become increasingly difficult due to price discounting
employed by Blockbuster's online division and continued strong
competition in the home video/DVD market from mass merchants.

While Fitch recognizes that the company's online initiative is a
growing business, cash flow will be pressured by the increased
investment required in its rental library to support both the
online and in-store rental segments and an overall higher cost
structure associated with new initiatives.


BLOCKBUSTER INC: Moody's Junks Senior Subordinated Notes
--------------------------------------------------------
Moody's Investors Service downgraded the long term debt ratings of
Blockbuster Inc. (corporate family to B3 and subordinated notes to
Caa3) and the Speculative Grade Liquidity Rating to SGL-4.  The
outlook is negative.

The downgrade of both the long term and the speculative grade
liquidity ratings is prompted by the erosion in Blockbuster's
liquidity as a result of weak second quarter results which were
significantly below Moody's expectations, as well as the risk that
the company may violate its fourth quarter bank covenants.  The
downgrade of the subordinated notes to Caa3 reflects Moody's
expectations of recovery value in a distressed scenario, if it
were to occur, given the large amount of bank debt ahead of this
class of bondholders.

While top line revenue has deteriorated slightly, earnings and
free cash flow have fallen very significantly as a result of
additional expenses that were not adequately forecasted by the
management team.  The on-line subscription program accounted for
half of the decline in gross margin due to higher than anticipated
shipping costs, as well as the unforeseen additional rental
inventory purchases that were necessary to support the program.

Additionally, Blockbuster's decision to eliminate late fees
continues to impact profitability and has also contributed to
higher inventory purchases because customers retain rental DVD and
videos longer than in the past.  Adjusted EBITDA (which adjusts
for rental amortization and purchases) for the second quarter of
2005 was $(3.2) million versus Moody's expectation of around
$70 million.  Free cash flow before dividends for the quarter was
$(123.2) million versus Moody's expectations of $(13) million.

The company's weak second quarter results would have resulted in a
covenant violation if the bank group had not approved a waiver on
August 8, 2005.  The bank group agreed to waive the financial
covenants for the second and third quarter in exchange for the
amendment of certain provisions, including an increase in pricing,
the pledging of collateral to encompass accounts receivable and
inventory, and a reduction in the restricted payments basket to
$100 million.

The downgrade to SGL-4 (weak liquidity) from SGL-3 (adequate
liquidity) reflects Moody's expectation that Blockbuster is at
risk to violate its fourth quarter covenants without further
relief provided by the bank group.  Although Blockbuster received
a waiver for its second and third quarter financial covenants,
Moody's expects that the company will be challenged to meet the
covenants that apply at the end of the fourth quarter.  Moody's
anticipates that Blockbuster will generate negative free cash flow
for the fiscal year ended December 31, 2005.  This shortfall will
be financed with borrowings under the company's revolving credit
facility.  Blockbuster has a $500 million revolving credit
agreement.  After deducting out the Viacom letters of credit and
outstanding borrowings, $120 million was available under the
facility.

The B3 corporate family rating reflects Blockbusters significantly
reduced level of liquidity and a lower level of expected operating
performance as a result of management's new initiatives.  The
rating category reflects Moody's expectation that operating income
for fiscal year 2005 will not cover interest expense and that
earnings over the next 12 to 18 months will continue to be
constrained by the cost of management's new initiatives.

As a result of its weak cash flow generation, leverage has risen
significantly, with Debt/EBITDA (using Moody's standard analytical
adjustments) at 7.3x on a LTM basis as of June 30.  The new rating
category also reflects the continued erosion of the rental
industry, as well as management's aggressive strategy for dealing
with this shift in its business environment.  The ratings continue
to be supported by Blockbuster's clear leadership and global
presence in the area of video and game rentals and its high brand
value.

The negative outlook reflects Moody's concern that Blockbuster
could violate its financial covenants in the fourth quarter should
the company not be able to cut costs and grow revenues as it plans
in the second half of the year.  The company's ratings could be
further downgraded if third quarter performance does not indicate
that Blockbuster is on track to grow earnings and cash flow
sufficiently to comply with its covenants over the balance of the
year.

To stabilize the rating outlook, Blockbuster needs to demonstrate
that it can generate sufficient earnings and cash flow to meet the
financial covenants in its bank credit facilities and that it has
reasonable prospects of reducing leverage to a manageable level.

These ratings are downgraded:

   * Corporate family rating to B3 from B1;
   * Senior secured bank credit facilities to B3 from B1;
   * Senior subordinated notes to Caa3 from B3.
   * Speculative grade liquidity rating to SGL-4 from SGL-3.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 9,100 stores throughout the:

   * Americas,
   * Europe,
   * Asia, and
   * Australia.

Total revenues for fiscal year 2004 were $6.1 billion.


BROCKWAY PRESSED: Committee Taps Guy Fustine as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave the Official Committee of Unsecured Creditors appointed in
Brockway Pressed Metals, Inc.'s chapter 11 case permission to
employ Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett,
P.C., as its counsel, nunc pro tunc to June 24, 2005.

Mr. Fustine will perform legal services necessary and appropriate
for the seven-member Committee to exercise its statutory powers
under Sec. 1103(c) of the U.S. Bankruptcy Code.

Court records do not disclose Mr. Fustine's current billing rate.

Mr. Fustine assures the Court that it does not represent any
interest materially adverse to the general creditors or the
Creditors' Committee.

Headquartered in Brockway, Pennsylvania, Brockway Pressed Metals,
Inc. -- http://www.brockwaypm.com/-- manufactures a wide range of
highly engineered metal parts and sub-assemblies.  The Company
specializes in automotive applications, including engine and
transmission components, electronic actuators, steering
components, cruise control devices, assembled camshafts, and gas
springs.  The Company filed for chapter 11 protection on June 8,
2005 (Bankr. W.D. Pa. Case No. 05-11891).  Robert S. Bernstein,
Esq., at Bernstein Law Firm, P.C., and Daniel A. Zazove, Esq., at
Perkins Coie LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts of $10 million to $50 million.


CALPINE CORP: Closes $84.5 Million Plant Sale to Mitsubishi Unit
----------------------------------------------------------------
Calpine Corporation [NYSE:CPN] completed the sale of its interest
in the 156-megawatt Morris Power Plant to Diamond Generating
Corporation, a wholly owned subsidiary of Mitsubishi Corporation,
for approximately $84.5 million.  The sale of Morris is part of
Calpine's previously announced strategic initiative focused on
reducing debt, increasing cash flow and optimizing its North
American power plant portfolio.

Calpine will use the net proceeds from this asset sale in
accordance with its existing bond indentures.  The company expects
to record a loss on the sale of Morris totaling approximately
$106.2 million in the quarter ended June 30, 2005.

Located in Morris, Illinois, the Morris Power Plant is a
156-megawatt natural gas-fired power plant that entered into
commercial operations in 1998.  Morris delivers electricity and
steam to Equistar Chemicals under a long-term energy services
agreement.  Calpine acquired its interest in Morris in 1999 as
part of its acquisition of Cogeneration Corporation of America.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CARL YERKEL: Case Summary & 7 Known Creditors
---------------------------------------------
Debtor: Carl Yerkel
        3900 Marquette
        Dallas, Texas 75225

Bankruptcy Case No.: 05-39136

Chapter 11 Petition Date: August 12, 2005

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 7 Known Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   IRS                                            Unknown
   1100 Commerce Street
   Mail Code 5027
   Dallas, TX 75242

   Jan Soifer                                     Unknown
   Delgado, Acosta, Braden, Jones & Hayes
   701 Brazos, Suite 650
   Austin, TX 78701

   John W. Vinson                                 Unknown
   Assistant Attorney General
   Charitable Trust Section-Cosumer Protect
   300 West 15th Street, 9th Floor
   Austin, TX 78701

   King Foundation                                Unknown
   900 Pennsylviania Street
   Denver, CO 80203

   Ronald J. Sommers                              Unknown
   Nathan Sommers Jacob + Gorman
   2800 Post Oak Boulevard, 61st Floor
   Houston, TX 77056

   Susan A. Kidwell                               Unknown
   Locke Liddel & Sapp, LLP
   100 Congress Avenue, Suite 300
   Austin, TX 78701-4042

   Underwood, Perkins & Raision, P.C.             Unknown
   5420 LBJ Freeway, Suite 1900
   Dallas, TX 75240


CCO HOLDINGS: Fitch Places CCC+ Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+' rating to a proposed offering
of $300 million of 8.75% senior notes due 2013 issued by CCO
Holdings, LLC and CCO Holdings Capital Corporation in a private
transaction.  Additionally, Fitch has assigned an 'R3' recovery
rating to the notes.

CCO Holdings, LLC is an indirect wholly owned subsidiary of
Charter Communications, Inc. CHTR has an issuer default rating of
'CCC'.  CHTR expects to use the proceeds from the offering to pay
interest expenses and for general corporate purposes.  The terms
of the notes are expected to be identical to CCO Holdings, LLC's
existing 8.75% notes due 2013.

CHTR's ratings reflect its highly levered balance sheet and the
absence of any meaningful prospects to delever its balance sheet
over the near term.  Consolidated debt to EBITDA as of the end of
the second quarter was 9.84 times (x) and pro forma for the new
issuance the leverage metric is 9.99x.  Fitch's ratings
incorporate its expectation that CHRT will continue to generate
negative free cash flow given the company's operating profile,
elevated capital expenditures, and the increasing cash interest
requirements on debt that has converted to cash interest payment
or is scheduled to convert to cash interest payment.

Additionally, Fitch's ratings reflect Charter's weak operating
performance relative to its peer group and the high business risks
associated with Charter's competitive operating environment.
Fitch's view is that Charter has not been as successful as other
large MSOs in mitigating the effects of competition from Direct
Broadcast Satellite providers and regional bell operating
companies.

Fitch believes that CHTR's capital structure will continue to
hinder its ability to generate free cash flow.  During the first
half of 2005, cash requirements for interest expense increased
approximately 18% relative to the first half of 2004.  During
2005, Charter Communications Holdings, LLC 11.75% senior discount
notes due 2010 converted to cash-pay interest, which added
approximately $53 million to annual cash interest expense
requirements.  Free cash flow will be further pressured during
2006 as Holdings' 13.5% senior discount notes due 2011 and its
11.75% senior discount notes due 2011 are scheduled to convert to
cash interest, adding approximately $200 million of incremental
cash interest expense requirements.

For the year-to-date period ended June 30, 2005, CHTR reported
negative $361 million of free cash flow, reflecting an erosion of
63% relative to the first half of 2004.  The negative free cash
flow is primarily driven by increased cash interest expense and
capital expenditures.  From Fitch's perspective, the company's
ability to generate free cash flow over the near term is
constrained by limited EBITDA growth prospects and the conversion
of discount notes issued by Holdings to cash pay interest.

The company's liquidity position is supported by the $870 million
available under the company's secured credit facility, all of
which is available for borrowing under the covenant structure.
The company's debt maturity schedule consists of $15.0 million for
the remainder of 2005 and $55.0 million in 2006.  The remaining
2005 maturities consist of two quarterly amortization payments of
$7.5 million from the company's term loan B.  The 2006 maturities
consist of $30 million of amortization from term loan B and the
maturity of the CHTR 4.75% convertible notes.  The company
addressed a sizable 2007 maturity by issuing $333 million of
Charter Communications Operating notes with terms identical to
Charter Communications Operating's 8.375% senior second lien notes
due 2014 in exchange for approximately $346 million of Holdings
8.25% senior notes due 2007.  In light of Fitch's expectation of
limited near term EBITDA growth, Fitch does not expect any
meaningful improvement of credit protection metrics.

Reflective of CHTR's operating environment, during the LTM period
ended June 30, 2005, the company lost approximately 190,000 basic
subscribers including 41,700 subscribers in second quarter of
2005.  Fitch acknowledges that the pace of subscriber losses has
eased somewhat during the first half of 2005; however, the
subscriber losses are among the highest in the industry and
continue to demonstrate the negative impact of the competitive
pressure from the direct broadcast satellite operators.


CHARTER COMMUNICATIONS: Prices $300 Million 8.75% Senior Notes
--------------------------------------------------------------
Charter Communications, Inc. (NASDAQ: CHTR) disclosed that its
subsidiaries, CCO Holdings, LLC, and CCO Holdings Capital Corp.
agreed to issue $300 million principal amount of 8.75% Senior
Notes due 2013 in a private transaction.  The purchase price of
the Notes will be approximately 98.001% of the principal amount
plus accrued interest from May 15, 2005, and have terms
substantially identical to the terms of the issuers' existing
8.75% Senior Notes due 2013.

The Notes will not be registered under the Securities Act of 1933,
as amended (the Securities Act), and, unless so registered, may
not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.  The Company said that,
subject to market conditions, it anticipated that the sale would
be completed within the next week.  This press release shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the Notes in any state in
which such offer, solicitation or sale would be unlawful.

Charter Communications, Inc. -- http://www.charter.com/-- a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM), Charter High-Speed(TM) Internet service and
Charter Telephone(TM). Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions to
organizations of all sizes through business-to-business Internet,
data networking, video and music services. Advertising sales and
production services are sold under the Charter Media(R) brand.

At June 30, 2005, Charter Communications' balance sheet showed a
$5.1 billion stockholders' deficit, compared to a $4.4 billion
deficit at Dec. 31, 2004.


CHESAPEAKE ENERGY: Prices $500 Million 6.5% Private Debt Offering
-----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a private
placement offering to eligible purchasers of $500 million of
senior notes due Aug. 15, 2017, which will carry an interest rate
of 6.5%.  The senior notes were priced at 98.977% of par to yield
6.625% to maturity.  The notes are expected to be eligible for
resale under Rule 144A.

The Company commenced the private placement offering to eligible
purchasers of $500 million of a new issue of senior notes due 2017
last week.  The private offering, which is subject to market and
other conditions, will be made within the United States only to
qualified institutional buyers, and outside the United States only
to non-U.S. investors under regulation S of the Securities Act of
1933.

Chesapeake intends to use the net proceeds from the offering to
repay debt under its revolving bank credit facility.

The new notes have not been registered under the Securities Act of
1933 or applicable state securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state laws.  This announcement shall not constitute
an offer to sell or a solicitation of an offer to buy the new
notes.

Chesapeake Energy Corporation -- http://www.chkenergy.com/-- is
the third largest independent producer of natural gas in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on exploratory and developmental drilling and producing
property acquisitions in the Mid-Continent, Permian Basin, South
Texas, Texas Gulf Coast and Ark-La-Tex (including the Barnett
Shale) regions of the United States.

                        *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Chesapeake Energy Corp.  At the same time,
Standard & Poor's assigned its 'BB-' rating to Chesapeake's
$600 million senior unsecured notes due 2018.  The outlook is
positive.

Oklahoma City, Oklahoma-based Chesapeake will have about
$3.7 billion of debt on a pro forma basis after this transaction.

"Proceeds from the notes will be used to finance the announced
tender for Chesapeake's senior unsecured notes due 2011 and 2012,
roughly $454 million outstanding," said Standard & Poor's credit
analyst Paul B. Harvey.  "Any remaining proceeds will be used for
general corporate purposes and to repay borrowings from its credit
facility," he continued.


CHESAPEAKE ENERGY: S&P Rates $500 Million Sr. Unsec. Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Chesapeake Energy Corp.'s $500 million senior unsecured notes due
2017.  At the same time, Standard & Poor's affirmed the company's
'BB-' corporate credit rating.  The outlook is positive.

Proceeds from the notes will be used to repay outstanding
borrowings on its bank credit facility.

Oklahoma City, Oklahoma-based Chesapeake will have about
$4.5 billion of debt on a pro forma basis after the transaction.

Chesapeake's growth strategy is to consolidate Midcontinent
properties, where the company has substantial operating knowledge,
property ownership is highly fragmented, and assets can be added
with little incremental general and administrative expense.  The
company plans to supplement its reserve mix through strategic
acquisitions outside of its core areas.

"The positive outlook on Chesapeake is supported in large part by
the company's hedging program that has locked in high natural gas
prices, which should provide solid cash flow generation in the
near term," said Standard & Poor's credit analyst Paul B. Harvey.
"Management must consistently demonstrate both the ability and
willingness to apply excess cash flow to meaningfully reduce
debt," he continued.

Standard & Poor's further expects the company to continue to fund
its acquisition program in a balanced manner.  The outlook could
be revised to stable in the event of a large debt-financed
acquisition.


CHESAPEAKE ENERGY: Fitch Rates $500 Mil. Senior Note Offer at BB
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Chesapeake Energy's
proposed $500 million senior note offering due 2017.
Additionally, Fitch affirms the ratings of Chesapeake's senior
secured revolving credit facility and hedge facility at 'BBB-' and
convertible preferred stock at 'B+'. The Rating Outlook remains
Stable.

Chesapeake announced it intends to use the net proceeds from the
offering to repay debt under its bank credit facility.  Chesapeake
announced it had acquired or has agreed to acquire $410 million of
natural gas assets in transactions with four private companies.
Through these transactions, the company will acquire 33 million
cubic feet equivalent per day of current production, 113 billion
cubic feet equivalent of proved reserves, and 181 bcfe of probable
and possible reserves.  After allocating $15 million of the
purchase prices to gas gathering and compression assets, the
valuation of the proved reserves is a robust $3.50 per thousand
cubic feet equivalent.

Similar to recent Chesapeake acquisitions, these reserves are
located outside of the Mid-Continent region.  Subsequent to the
completion of these transactions, 62% of Chesapeake's proved
reserves will be located in the Mid-Continent region, 15% in the
Barnett Shale region, 12% in the Permian Basin, and 10% in the
Gulf Coast.

While the transactions do not significantly change the overall
risk profile of Chesapeake, the debt-to-reserve measures have
weakened.  The properties acquired have richer multiples and lower
proved reserve components, which has resulted in pro forma debt to
mcfe of $0.70 ($4.17/barrel of oil equivalent) and debt to proved
developed mcfe of $1.10 ($6.62/boe).  Notably, these measures do
not give credit for Chesapeake's increasing land rig operations or
investment in Pioneer Drilling.

The ratings are supported by the size of Chesapeake's reserves,
the company's strong operations, and its conservative funding
strategy employed to finance the growth in recent years.  Pro
forma for the previously mentioned transactions, Chesapeake will
have 6.0 trillion cubic feet equivalent of proved reserves with a
reserve life exceeding 12 years.  Both of these measures are
strong for its rating. Approximately 63% of its reserves are
proved developed producing (PDP).

Chesapeake's reserve replacement success, credit profile and
dividend payments were also considered in the rating.  The
company's reserve replacement over the last three years was more
than 400% and its organic replacement during the same period
exceeded 200%, demonstrating its ability to grow through the
drill-bit.  While the latest acquisitions are higher than
Chesapeake's three-year average finding, development, and
acquisition costs of $1.66 per mcfe, the low lifting costs
associated with those properties partially offset Fitch's concern.
Chesapeake's latest 12 months adjusted interest coverage exceeded
7.0 times (x) and adjusted debt to EBITDA was under 2.0x.

The Stable Rating Outlook is based on several factors including a
continued conservative funding strategy for future acquisitions, a
relatively unchanged risk profile with regard to its reserves, and
stable lifting and finding costs.  Upside rating potential is
limited by the previously mentioned debt to reserve measures and
the fact that Chesapeake has been free cash flow negative (cash
flow from operations less capital expenditures less dividends)
since 2003 due to its aggressive capital expenditure program.


CINRAM INTERNATIONAL: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cinram
International Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'BB' long-term corporate credit and
bank loan ratings on Cinram.

"The negative outlook reflects Cinram's weak financial performance
in first-half 2005 as evidenced by the 9.2% decline in reported
EBITDA, despite a 1.8% increase in revenue in this period," said
Standard & Poor's credit analyst Lori Harris.  The EBITDA margin
declined to 16.6% for first-half 2005 from 18.6% for the same
period last year because of lower selling prices, higher oil-based
raw material costs, and a change in product mix.  "We believe
that margin pressure will be ongoing given the media replication
industry's commodity-like nature, which has resulted in a
continued decline in selling prices." Ms. Harris added.

Furthermore, the negative outlook is based on our belief that the
industry will be undergoing significant change in the medium term
due to the expected introduction of high definition DVDs in 2006.
Although Cinram is positioning itself to continue to be a key
player in this market, the new product could have a limited
lifespan given the increasing availability of on-demand products.

The ratings on Cinram are based on the commodity-like nature of
the media replication industry, which is vulnerable to shifts in
technology and availability of hit new releases.  Although new
hits are a significant revenue growth driver, the availability of
previously released titles and television series in DVD format is
also an important component of the company's revenue base.

The ratings also reflect the risk of customer and product
concentration, as well as seasonality.  Partially offsetting these
factors are:

   * Cinram's strong market position;

   * solid credit measures;

   * management's track record in adapting to changing
     technologies; and

   * reasonable industry growth prospects in the next
     couple of years.

The negative outlook reflects S&P's concerns regarding the
challenges faced by the company given the difficult industry
fundamentals.  The near-term effect of these challenges is the
decline in margins; however, the longer-term effect could be
weakness in the overall business model as consumers choose other
media delivery methods.

Downward pressure on the ratings could come from debt-financed
acquisition activity or the deterioration in the company's
operations stemming from the loss of a significant contract or the
increased consumer acceptance of a competitive product or service.
There is limited potential for a revision of the outlook back to
stable in the medium term given the high technological risk
associated with the industry.


COLLINS & AIKMAN: Receives Grand Jury Subpoena
----------------------------------------------
Collins & Aikman Corporation (CKCRQ) said that it has received a
grand jury subpoena from the United States Attorney's Office in
the Southern District of New York, seeking documents and
information relating to the Company's financial statements for the
fiscal years 2000-2005, as well as documents and information
pertaining to accounts receivable, customer and supplier rebates
and other matters.  The Company intends to fully cooperate in
responding to this request, as it has for similar information
requests from the Securities and Exchange Commission. As
previously announced, an independent committee of its board of
directors initiated and has been conducting an investigation of
these issues.  The Company cannot currently comment upon the
timing for completion of the investigation or any subsequent
restatements that may be necessary as a result.

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


COLLINS & AIKMAN: GE Wants Receivables Agreement Enforced
---------------------------------------------------------
General Electric Capital Corporation asks the U.S. Bankruptcy
Court for the Eastern District of Michigan to compel Collins &
Aikman Corporation and its debtor-affiliates to perform their
contractual duties under a Receivables Transfer Agreement,
including, without limitation, to immediately commence legal
actions against all Customers that have not paid the Receivables
when due.

As previously reported, General Electric sought to lift the
automatic stay to exercise its rights and remedies under a
Receivables Transfer Agreement because the Debtors misapplied
about $19 million payable to General Electric.  The parties had
entered into a stipulation resolving the Lift Stay Motion.

However, General Electric points out that the Stipulation did not
address the performance of duties of the Debtors under the
Transfer Agreement.  The Debtors have the duty to collect
receivables on General Electric's behalf.  According to David S.
Heller, Esq., at Latham & Watkins LLP, in Chicago, Illinois, the
Debtors failed to perform their duties as Collection Agent and it
is being harmed by that.

The Debtors' customers are required to pay receivables on terms
not to exceed 45 days.  As a result, all payments of the Debtors'
accounts existing on the Petition Date should have been made by
June 30, 2005.

The Debtors have entered into at least two agreements with their
Customers in their Chapter 11 cases.  Mr. Heller notes that
neither of these agreements addresses payment of the Receivables,
which are now long overdue.  In fact, the agreements appear to
encourage payment or repayment of postpetition accounts
receivable prior to the payment of the Receivables.

General Electric believes that the Debtors' credit and collection
policies may provide that all payments be applied to oldest
invoices first.  However, despite repeated request, the Debtors
have not provided General Electric with copies of the policies.
If the Debtors' credit and collection policies provide that all
payments be applied to oldest invoices first, the Debtors
postpetition agreements with their Customers may violate the
Transfer Agreement.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Toyota Wants Admin. Expense Claims Paid Now
-------------------------------------------------------------
Sections 363(e) and 365(d)(10) of the Bankruptcy Code require the
Debtors to pay the obligations due to a creditor under a lease of
personal property that is used postpetition.

Collins & Aikman Corporation and its debtor-affiliates lease
equipment from Toyota Motor Credit Corporation and are obligated
to make monthly payments under them.  However, since the Petition
Date, Toyota has not received any payments on the Equipment,
Leonora K. Baughman, Esq., at Kilpatrick & Associates, PC, in
Auburn Hills, Michigan, tells the Court.

Ms. Baughman argues that the Debtors' continued use of Toyota's
property without rendering payment constitutes "cause" to lift the
automatic stay.

Accordingly, Toyota asks the Court to grant it administrative
expense claims against the Debtors for their postpetition use of
Toyota's Equipment:

             Equipment                Rate per month
             ---------                --------------
             Forklifts                    $17,723
             Forklifts                     14,428
             Forklifts                     15,648
             Forklifts and Walkie          10,011
             Forklift                      23,936

The Equipment continues to depreciate on a daily basis, Ms.
Baughman says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Mackay Shields Sues Former CEO in State Court
---------------------------------------------------------------
MacKay Shields LLC, a New York investment firm, filed a lawsuit in
the Michigan State Court against Collins & Aikman Corp.'s former
CEO, David A. Stockman.

The suit alleges that Mr. Stockman induced MacKay to buy debt by
providing materially false and misleading information, the Wall
Street Journal reports.

MacKay Shields said Mr. Stockman manipulated Collins & Aikman's
results by:

   -- improperly categorizing tens of millions of dollars of
      operating expenses as restructuring and impairment charges;

   -- inflating revenue by accelerating recognition of supplier
      rebates;

   -- creating false documentation to support phony receivables;
      and

   -- improperly inflating carrying values for goodwill.

Journal reporter Mitchell Pacelle relates that Mr. Stockman denies
concealing the firm's woes from investors.  Mr. Stockman told the
Journal in a written statement that, "During an extended period
just before and continuing after the August 2004 bond sale to
MacKay Shields, I personally bought material amounts of common
stock based on my strong confidence in the company's prospects for
success."

Mr. Stockman attributes the investor losses to an industry
meltdown, Mr. Pacelle says.

Mr. Stockman abruptly resigned as CEO in May 2005, a few days
before Collins & Aikman filed for bankruptcy.

MacKay Shields is an affiliate of New York Life Investment
Management Holdings LLC.  Mackay Shields is represented in the
suit by Morganroth & Morganroth in Southfield, Michigan.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSTAR INT'L: Incurs $7.7 Million Net Loss in Second Quarter
-------------------------------------------------------------
Constar International Inc. (NASDAQ: CNST) reported its financial
results for the second quarter and six months ended June 30, 2005.

                     Second Quarter Results

Second quarter net sales grew to $265.4 million, a 17.4% increase
over the $226.1 million reported for the 2004 second quarter.  The
growth reflects the pass-through of increased resin prices,
increased shipments of both conventional and custom products in
the United States and favorable foreign currency translation.  The
increased net sales were partially offset by price reductions
implemented to extend key long-term contracts and meet competitive
pricing as well as reduced volumes in certain European markets.

Gross profit in the second quarter was $10.4 million compared to
$13.9 million in last year's second quarter.  This decrease was
primarily due to price concessions implemented to extend key
contracts and meet competitive pricing, reduced volumes in Europe
and increased transportation and utility costs.  These items were
partially offset by increased operating efficiencies in U.S.
plants that resulted from improved manufacturing performance and
higher production of domestic units driven by increased sales.

Michael J. Hoffman, Constar's President and Chief Executive
Officer, commented, "During the quarter, our domestic business
experienced solid growth in unit sales in both conventional and
custom containers.  However, our custom growth was below our
expectation due to delayed ramp-ups on certain projects.
Offsetting the domestic improvements were contractual price
concessions, increased freight and utility costs, and weaker than
expected performance in two of our European operations.  Our UK
plant was challenged in the quarter with soft demand and
operational difficulties, which further hampered sales.  We are
actively addressing this shortfall through a combination of
manufacturing performance improvements, reduction of costs and
price increases in certain product categories."

Second quarter operating expenses (defined as selling and
administrative expenses, research and technology expense, foreign
exchange adjustments and other expense, net) were $8.3 million
compared to $7.2 million for the same period last year.  The
increase reflects higher research and development expenses,
foreign exchange adjustments and other expenses.  These increases
were partially offset by a reduction in litigation expenses.

Interest expense in the second quarter was $9.4 million compared
to $10.0 million in the prior year period.  The decrease reflects
a lower effective interest rate resulting from the February 2005
refinancing.

The Company reported a second quarter net loss of $7.7 million, or
$0.63 per diluted share, compared to a net loss of $3.9 million,
or $0.32 per diluted share, in the 2004 second quarter.

Adjusted EBITDA in the second quarter was $15.2 million compared
to $20.2 million reported for the second quarter of last year.
This decrease in adjusted EBITDA primarily reflects the reduced
gross profit as noted above.

                        Six-Month Results

For the first six months of 2005 net sales rose to $486.6 million,
a 16.5% increase over the $417.8 million reported for the same
period last year.  This growth resulted from the pass-through of
increased resin prices, increased shipments of both conventional
and custom products in the United States and favorable foreign
currency translation.  The increase was partially impacted by
price reductions implemented to extend key long-term contracts and
meet competitive pricing as well as reduced volumes in certain
European markets.

Gross profit in the first half of 2005 was $16.8 million compared
to $23.3 million for the first six months of last year.  Price
concessions implemented to extend key contracts and meet
competitive pricing, reduced volumes in Europe and increased costs
related to transportation and utilities were the primary drivers
to the reduced gross profit.  These items were partially offset by
increased operating efficiencies in U.S. plants that resulted from
higher domestic unit sales.

Operating expenses for the six-month period were $15.5 million
compared to $15.7 million for the same period last year.  This
slight decrease resulted from the combination of several factors
including a significant reduction in legal expenses.  This
reduction was offset by increased research and development
expenses in the first six months of 2005 and an increased loss
generated in the 2005 period related to changes in the foreign
currency translation rates of intra-company balances.  Also, the
Company incurred a charge in the first quarter of 2004 for an
insurance deductible related to a warehouse fire in the United
Kingdom.

Interest expense in the first half of 2005 decreased $1.0 million
to $19.0 million as compared to the first six months of 2004.  The
decrease reflects a lower effective interest rate resulting from
the February 2005 refinancing.

The Company reported a net loss of $27.7 million, or $2.29 per
diluted share, compared to a net loss of $12.8 million, or
$1.07 per diluted share, in the first six months of last year.
The current year's net loss includes the $10.0 million loss
associated with the Company's February refinancing.

Adjusted EBITDA for the first six months of 2005 was $26.5 million
compared to $34.4 million in the first six months of 2004.  This
decrease in adjusted EBITDA primarily reflects the reduced gross
profit.  For the six months ending June 30, 2005, adjustments to
EBITDA for certain non-cash accruals included add-backs of
$12.6 million, primarily related to the $10.0 million loss
associated with the Company's February refinancing.

Philadelphia-based Constar International is a leading global
producer of PET (polyethylene terephthalate) plastic containers
for food, soft drinks and water.  The Company provides full-
service packaging solutions, from product design and engineering,
to ongoing customer support.  Its customers include many of the
world's leading branded consumer products companies.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar International Inc. to 'B' from 'B+'.  The
downgrade follows the company's disappointing operating
performance in the first quarter of 2005, and lower than expected
trend in earnings and cash generation for the remainder of 2005,
which is likely to further weaken the company's very aggressive
financial profile.  Other ratings were also lowered.  S&P says the
outlook is negative.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Moody's Investors Service assigned a B2 rating to Constar
International Inc.'s proposed $210 million floating rate first
mortgage note, due 2012, and also affirmed existing debt ratings.
Concurrently, Moody's revised the ratings outlook to stable from
negative.

The rating actions Moody's took are:

   * Assigned B2 rating to the proposed $210 million floating rate
     first mortgage note, due 2012

   * Affirmed the existing Caa1 rating for the $173 million senior
     subordinated notes, due 2012

   * Affirmed B2 senior implied rating

   * Revised to B3 from Caa1, senior unsecured issuer rating (non-
     guaranteed exposure)

   * Moody's will withdraw the B2 rating for the first lien
     revolver, maturing 2007, and the term B loan, maturing 2009

   * Moody's will withdraw the B3 rating for the second lien term
     C loan, due 2010


COTT CORP: Moody's Affirms Ba2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed the ratings for Cott
Corporation following the company's announcement that it has
acquired 100% of the shares of Macaw (Holdings) Limited, the
parent company of Macaw (Soft Drinks) Limited, the largest
privately-owned manufacturer of retailer brand carbonated soft
drinks in the U.K., for approximately US$135 million (GBP75.7
million) in cash.

The affirmation reflects:

   * Moody's expectation that Cott will be able to restore its
     debt protection measures relatively quickly following the
     transaction;

   * its view that the acquisition makes good strategic sense; and

   * its expectation that margins will improve as additional
     manufacturing capacity comes on line.

Moody's noted that the acquisition of Macaw will significantly
increase Cott's scale and capacity in the growing U.K. retail-
branded market, while also increasing the company's share of the
market to over 60% from 40% and adding complementary products to
its portfolio.  Macaw assets include two manufacturing plants in
Nelson, Lancashire, England, with six production lines, comprising
four lines for carbonated soft drinks (CSD), one for dilute-to-
taste and one for aseptic.

Moody's also expects profitability to improve as a result of the
added capacity from both the transaction and the second quarter
2005 opening of the new plant in Fort Worth, Texas.  The
acquisition will add about $100 million (GBP55 million) in annual
sales, and is expected to be accretive in the first full year.
The transaction will be financed with proceeds from Cott's global
credit facility, which recently was increased to $225 million from
$100 million.

The Ba2 corporate family rating recognizes Cott's strong position
in the retailer-brands market, which continues to grow as a result
of retailer consolidation and improved quality of private-label
products, as well as the company's strong and consistent financial
and operating performance (recent margin pressure
notwithstanding).  The rating also reflects Moody's expectation
for near-term profitability improvements as a result of added
capacity.  Cott's leverage remains low for the rating, at 2.3
times versus 2.9 times at the end of 2002, despite the company
having made several acquisitions over the last twelve months while
ramping up capital spending to bring the new plant online.

Moody's noted, however, that Cott's ratings continue to be limited
by ongoing capacity constraints caused by greater than anticipated
volume and the related adverse effects on margins due to
distribution and manufacturing costs from outsourcing to co-
packers, as well as the continued intense competition in the CSD
market from larger, better capitalized competitors.  The rating
also reflects some concern about integration risks associated with
Cott's acquisition activity, as well as the normal business
challenges of weather, increased raw materials, interest, and
currency costs.

In Moody's opinion, liquidity should continue to be very good in
the near term, supported by solid cash generation which covers
capital expenditures.  Cott has limited near term debt maturities,
and $75 million of availability under the amended $225 million
credit facility.  Moody's expects that Cott should be able to
maintain an ample cushion in complying with the financial
covenants in its bank credit facility.

The stable outlook reflects Moody's expectation that profitability
and cash flow will show improvement as additional new
manufacturing capacity becomes available and that the new
acquisition debt will be quickly reduced.  Downward pressure on
the rating would result from sustained erosion in margins and/or
cash flow such that Debt/EBITDA (based on Moody's standard
analytical adjustments) begins to approach 3.0x or Free Cash
Flow/Debt falls below 10%.

Conversely, upward rating momentum would result from a continued
prudent approach to acquisitions, smooth execution of its capacity
build-out, and maintenance of a conservative financial policy such
that Debt/EBITDA nears 2.0x and Free Cash Flow/Debt approaches
20%.

Moody's affirmed these ratings:

Cott Corporation:

   -- Ba2 corporate family rating

Cott Beverages, Inc.:

   -- Ba3 rating on the $275 million 8% senior subordinated notes,
      due 2011

The rating outlook is stable.

Headquartered in Toronto, Ontario, Cott Corporation is the world's
largest retailer-brand, soft drink supplier with a leading
position in take-home carbonate soft drink markets in the U.S.,
Canada and the U.K.

For the latest twelve months ended July 2005, revenue was
approximately $1.7 billion, EBIT was approximately $119 million,
and EBITDA was approximately $182 million.


CREDIT SUISSE: Fitch Affirms Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp. commercial mortgage pass-through series 2004-C2:

     -- $187 million class A-1 at 'AAA';
     -- $392.8 million class A-2 at 'AAA';
     -- $242.9 million class A-1-A at 'AAA';
     -- Interest-only classes A-X and A-SP at 'AAA';
     -- $26.6 million class B at 'AA';
     -- $10.9 million class C at 'AA-';
     -- $20.5 million class D at 'A';
     -- $9.7 million class E at 'A-';
     -- $9.7 million class F at 'BBB+';
     -- $9.7 million class G at 'BBB';
     -- $10.9 million class H at 'BBB-';
     -- $6.0 million class J at 'BB+';
     -- $3.6 million class K at 'BB';
     -- $3.6 million class L at 'BB-';
     -- $2.4 million class N at 'B';
     -- $1.2 million class O at 'B-'.

Fitch does not rate the $6 million class M and the $13.2 million
class P.

The rating affirmations reflect the stable pool performance and
minimal reduction of the pool collateral balance since issuance.
As of the July 2005 distribution date, the pool has paid down
1.2%, to $955.6 million from $966.8 million at issuance.  There
are no delinquent or specially serviced loans.

Four loans maintain investment-grade credit assessments; Beverly
Center (8.82%), 230 Park Avenue (8.47%), Valley Hills Mall
(6.36%), and Energy Center (5.54%).

The Beverly Center loan is secured by a 427,508 square foot
regional mall in Los Angeles, CA. There are seven pari passu
notes, A-1 through A-7, totaling $306.5 million; a $20 million B-
note, and a $21 million C-note.  The A-2 and A-3 notes totaling
$84.5 million are included in the trust.  For year-end 2004 the
Fitch stressed debt service coverage ratio decreased to 1.28 times
(x) compared to 1.38x at issuance.  This was due to an increase in
property taxes. Occupancy remained strong at 100%.  The 230 Park
Avenue loan is secured by a 341,125 sf office building in
Manhattan, NY.  The Fitch stressed DSCR for YE 2004 was stable at
1.46x compared to 1.48x at issuance.  Occupancy remained strong at
100%.

The Valley Hills Mall loan is secured by a 293,670 sf regional
mall in Hickory, NC.  The Fitch stressed DSCR for YE 2004
decreased to 1.31x from 1.38x at issuance due to increased general
and administrative expenses.  Occupancy slightly decreased to 91%
from 92% at issuance.

The Energy Centre Mall loan is secured by a 762,131 sf office
building in New Orleans, LA.  The Fitch stressed DSCR for YE 2004
increased to 1.53x from 1.39x at issuance due to an overall
decrease in expenses.  Occupancy decreased slightly to 90% from
92% at issuance.


DATALOGIC INT'L: June 30 Balance Sheet Upside-Down by $425,220
--------------------------------------------------------------
DataLogic International, Inc. (OTC Bulletin Board: DLGI;) reported
its financial results for the second quarter ended June 30, 2005.

DataLogic International's net sales for the second quarter ended
June 30, 2005, were $4.5 million, a 12% increase as compared to
net sales of $4 million for the quarter ended June 30, 2004.  This
marked the highest quarterly revenues in the Company's history, a
33% sequential increase over first-quarter 2005 revenues of
$3.4 million, and the fourth consecutive sequential revenue
increase quarter over quarter.

Gross profit for the quarter ended June 30, 2005 was $526,000, or
12% of net revenues, as compared to gross profit of $1.2 million,
or 31% of net revenues, for the same period in the prior year.
The decrease in the Company's gross profit margin was primarily
due to decreased VoIP license sales.

Operating expenses for the quarter ended June 30, 2005 were
$697,000, virtually equaling operating expenses of $696,000
recorded in the same period of the prior year, despite financing
fees, financing-related legal fees, general R & D investments,
product development costs, and increases in operational,
administrative and marketing costs.

Interest and factoring expense for the quarter ended June 30, 2005
was $114,000, as compared to interest and factoring expenses of
$46,000 in the prior-year quarter.  The increase in interest
expense was primarily attributable to the Company's notes, debt
issuance, and beneficial conversion factor expenses related to the
Laurus Master Fund financing facility established in June 2004.

A one-time write-down of marketable securities of $196,000 in the
2005 second quarter was a major contributor to the increase in
total non-operating expenses of 574% year over year, from $45,980
in the 2004 second quarter to $309,942 in the 2005 second quarter.

As a result, the Company's net loss for the quarter ended June 30,
2005 was $481,000, compared to net income of $480,000 in the
second quarter of fiscal 2004.

At June 30, 2005 the Company's reported assets included cash and
cash equivalents of $425,000, $1.6 million in net accounts
receivable and $456,000 in inventory, as compared with $644,000 in
cash and cash equivalents, $3.3 million in accounts receivable and
$54,000 in inventory at June 30, 2004.  In the first six months of
2005, DataLogic International has retired $475,000 in
indebtedness.

                     Management Analysis

"In the first half of fiscal 2005, we have seen the benefits of
our growth strategy gain some noteworthy traction. Net revenues
for the 2005 second quarter represent a record for the Company.
Even though the bottom-line results continue to reflect necessary
investments in that strategy, we continue to pare our losses and
move the Company to profitability," commented Keith Moore,
DataLogic International's Chairman and CEO.  "Benefits of our
strategy have included ongoing revenue gains from our
communications solutions, including our AEA-award-winning GPS
tracking product, Panther Trak(TM), and new business wins for
video communications and consulting services."

"We continue to fulfill our $3 million order for Panther Trak and
are beginning to see market acceptance of our EncrypTAC(TM)
secured mobile communications technology," Mr. Moore continued.

"We are pleased that despite our investments in growth, we have
been able to pay down nearly half a million dollars in debt in the
first six-months of 2005," Mr. Moore concluded.  "Looking ahead,
we continue to focus on increasing revenues from existing
customers, expanding our communications solutions sales efforts
and exploring acquisition opportunities that have potential to
increase our market share in targeted business sectors and provide
recurring revenues."

DataLogic International, Inc. -- http://www.dlgi.com/-- is a
technology and professional services company providing a wide
range of consulting services and communication solutions such as
GPS based mobile asset tracking, secured mobile communications and
VoIP.  The Company also provides Information Technology
outsourcing and private label communication solutions. DataLogic's
customers include U.S. and international governmental agencies as
well as a variety of international commercial organizations.

At June 30, 2005, DataLogic's total liabilities exceed its total
assets by $425,220.

                        *     *     *

                     Going Concern Doubt

Kabani & Company, Inc., expressed substantial doubt about
DataLogic's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditors point to the Company's $1,403,837 net
loss in 2004, and $911,582 in 2003, and a $3,328,978 accumulated
deficit and $168,515 stockholders' deficit at Dec. 31, 2004.

                     Change of Auditors

As reported in the Troubled Company Reporter on June 17, 2005, the
Company dismissed Kabani as the Company's independent accountants,
effective June 8, 2005. Kabani reported on the Company's financial
statements for the years ended December 31, 2004 and 2003.  Their
opinion did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified as to uncertainty, audit scope, or
accounting principles but was modified as to a going concern.

During the Company's most recent full fiscal years ended Dec. 31,
2004 and 2003, there were no disagreements with Kabani on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Kabani, would have caused
them to make reference to the subject matter of such disagreements
in connection with their reports; and there were no reportable
events, as listed in Item 304 (a)(1)(v) of Regulation S-K.

The Company has engaged Corbin & Company, LLP, to act as its
independent auditors, effective June 9, 2005.


DELTA AIR: New York Times Reports DIP Financing Being Arranged
--------------------------------------------------------------
Micheline Maynard at The New York Times reported Saturday that
Delta Air Lines, Inc., has started arranging debtor-in-possession
financing.  Ms. Maynard identifies GE Commercial Finance, a
current lender to Delta, as a likely source of a DIP financing
facility to fund the carrier's on-going working capital needs
during a chapter 11 restructuring.

In a regulatory filing with the Securities and Exchange Commission
last week, Delta said negotiations with a new Visa and Mastercard
credit card processor continue.  The carrier's existing Visa and
MasterCard processing contract expires on August 29, 2005.
Because the results of these negotiations will impact the
disclosures in the company's Form 10-Q for the quarter ended June
30, 2005, that quarterly filing is being delayed.  Delta hopes to
file the quarterly report today.

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a
global airline alliance that provides customers with extensive
worldwide destinations, flights and services.

At June 30, 2005, Delta Air's balance sheet showed a $6.9
billion stockholders' deficit, compared to a $5.8 billion deficit
at Dec. 31, 2004.  Delta reported a $382 million net loss for the
June 2005 quarter, compared to a net loss of $2.0 billion in
the prior year quarter.  Delta's operating loss for the June 2005
quarter was $129 million.


DSL.NET INC: Posts $3.1 Million Net Loss in Second Quarter 2005
---------------------------------------------------------------
DSL.net, Inc. (AMEX: BIZ) reported second-quarter and year-to-date
2005 financial results.

Revenue for the second quarter of 2005 was $14.4 million, as
compared to revenue of $17.7 million for the second quarter of
2004.  Revenue for the six months ended June 30, 2005, was
$29.8 million, as compared to revenue of $35.5 million for 2004.

The Company generated gross margin (defined as revenue less
network expense) of $5.3 million for the second quarter of 2005,
compared to gross margin of $5.7 million for the second quarter of
2004.  Gross margin for the six months ended June 30, 2005, was
$10.6 million, compared to gross margin of $11.4 million for 2004.

Earnings before interest, taxes, depreciation, amortization, other
income and non-cash stock compensation for the second quarter of
2005 was positive $0.4 million, a 132% improvement compared to
negative $1.4 million for the second quarter of 2004.  Adjusted
EBITDA for the six months ended June 30, 2005, was positive
$900,000, a 122% improvement over Adjusted EBITDA of negative
$4.2 million for 2004.

"Our financial results clearly demonstrate our success in running
our business in a cost-efficient manner that has preserved cash
and allowed us to pursue strategic and financing opportunities,"
said Kirby G. "Buddy" Pickle, chief executive officer of DSL.net.
"We continue to pursue those opportunities.  Of course, there is
no guarantee that we will consummate any given transaction on
favorable terms for all of our stakeholders, if at all."

Free cash flow (defined as Adjusted EBITDA minus capital
expenditures) for the second quarter of 2005 was positive
$300,000, a 116% improvement over free cash flow of negative
$1.6 million for the second quarter of 2004.  For the first six
months of 2005, free cash flow was positive $700,000, a 114%
improvement over free cash flow of negative $4.7 million for the
2004 period.

Net loss for the second quarter of 2005 was $3.1 million,
representing a 47% improvement over net loss of $5.8 million for
the second quarter of 2004.  For the six months ended June 30,
2005, net loss was $6.6 million, a 49% improvement over net loss
of $12.9 million for the 2004 period.

At June 30, 2005, the Company had total assets of $35.1 million,
including $8.5 million in cash.

                     Going Concern Doubt

The Company continues to operate under a "going concern"
qualification received from its independent registered public
accounting firm in their audit report on the Company's 2004 year-
end financial statements, which was filed by the Company with the
Securities and Exchange Commission on March 23, 2005, as part of
its Annual Report on Form 10-K for the year ended December 31,
2004.

PricewaterhouseCoopers LLP said there's substantial doubt about
the company's ability to continue as a going concern.  The
auditing firm had similar doubts a year ago.  At Dec. 31, 2004,
DSL.net's balance sheet showed $40.8 million in assets and
$12.1 million in shareholder equity.  DSL.net's accumulated
deficit at Dec. 31, 2004, topped $342 million.  The Company
reported a $35.6 million net loss in 2004; a $53 million net loss
in 2003; and a $49.7 million net loss in 2002.

DSL.net, Inc. -- http://www.dsl.net/-- is a leading nationwide
provider of broadband communications services to businesses.  The
Company combines its own facilities, nationwide network
infrastructure and Internet Service Provider (ISP) capabilities to
provide high-speed Internet access, private network solutions and
value-added services directly to small- and medium-sized
businesses or larger enterprises looking to connect multiple
locations. DSL.net product offerings include T-1, DS-3 and
business-class DSL services, virtual private networks (VPNs),
frame relay, Web hosting, DNS management, enhanced e-mail, online
data backup and recovery services, firewalls and nationwide dial-
up services, as well as integrated voice and data offerings in
select markets.


ENRON CORP: Court Allows Longacre's $4.8 Million Claims
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Enron Corp. and its
debtor-affiliates and Longacre Capital Partners (QP) L.P.

Pursuant to the Settlement, Enron and Longacre Capital,
transferee of the Guaranty Claims, agree to reduce and allow the
Claims to 50% of the allowed ENA claims.  Accordingly, Claim Nos.
6893 and 6895 will be allowed for $1,301,636 and $3,508,864 as
Class 185 general unsecured claims against Enron.

Frederick W. H. Carter, Esq., at Venable LLP, in Baltimore,
Maryland, asserts that the Settlement will clearly benefit the
Reorganized Debtors and their creditors.  The Settlement will
avoid future disputes and litigation concerning the Claims,
including the attendant litigation costs.

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

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


FEDDERS CORP: Anticipates $600,000 Net Loss in Second Quarter
-------------------------------------------------------------
Fedders Corporation (NYSE: FJC) reiterates that the company has
not yet filed its Annual Report on Form 10-K for 2004 or its
Quarterly Report on Form 10-Q for the first quarter of 2005.
Until those two filings are completed, the company will not be
able to file its report for the second quarter and six months of
2005.

The Company anticipates that, as a result of increased inventory
of room air conditioners in key North American markets carried
over from 2004, which was caused by cooler than normal weather in
2004, net sales in the second quarter ended June 30, 2005, will
decrease 29% to approximately $127 million from net sales of
$178.1 million in the second quarter of 2004.

It is anticipated that this inventory has also caused a reduction
in net sales for the six months ended June 30, 2005, of 31% to
approximately $205 million from net sales of $297.4 million in the
six months ended June 30, 2004.  The more favorable weather in key
North American markets during 2005 is having the effect of
clearing inventories through distribution channels and positioning
the industry well going into 2006.

During the second quarter and six months ended June 30, 2005, the
company manufactured fewer room air conditioners than in the prior
year in order to reduce inventories.  Reduced production has the
effect of increasing costs as a result of lower overhead
absorption.

The company anticipates that, despite increased costs related to
lower overhead absorption and inflationary pressures on raw
materials, its gross profit margin as a percentage of net sales
has increased as a result of more favorable product mix and price
increases initiated to offset material cost increases realized
during 2004.  It is anticipated that the gross margin for the 2005
second quarter increased to approximately 20% versus 16.2% in the
prior year period and for the 2005 six-month period to
approximately 20% versus 17.0% in the prior year period.

The company anticipates a net loss of approximately $600,000
during the quarter ended June 30, 2005, compared to net income of
$2.3 million in the quarter ended June 30, 2004.  For the six-
month period ended June 30, 2005, the company anticipates a loss
of $5.4 million versus a loss of $2.9 in the six months ended
June 30, 2004, which included a charge related to the
extinguishment of debt of $8.1 million.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp., and Fedders North
America, Inc., including its corporate credit ratings to 'CCC'
from 'CCC+' following the company's announcement that it will
delay filing its Form 10-K for the fiscal year ended Dec. 31,
2004.  The delay was necessary because Fedders was unable to
complete its financial statements, including preparing supporting
documentation and providing this information to its auditors.

As reported in the Troubled Company Reporter on July 5, 2005, the
Company has outstanding $155 million in principal amount of 9-7/8%
Senior Notes due 2014, which are governed by an indenture between
the Company and U.S. Bank National Association, a national banking
association, as trustee.

The Company has not yet filed with the Securities and Exchange
Commission, its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 or its Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2005, the filing of which are
required under the Indenture.

On May 25, 2005, the Trustee issued a notice that the Company's
failure to file the Form 10-K is a default under the Indenture and
that the Company was required to file the Form 10-K as required
under the Indenture no later than June 24, 2005, the thirtieth day
following receipt of the Trustee's notice, in order to avoid an
event of default on the Senior Notes.  The Company was unable to
file the Form 10-K on or prior to June 24, 2005, and therefore an
event of default has occurred under the Indenture.  Upon the
occurrence of an event of default, the Trustee or holders of at
least 25% of the aggregate principal amount of the Senior Notes
outstanding can declare all Senior Notes to be due and payable
immediately. Such acceleration would require an additional notice
to the Company.

The Company is in contact with the Trustee on a periodic basis to
advise the Trustee of the status of the filing of its Annual
Report.  The Company believes it is in compliance with all other
terms of the Senior Notes.


FOAMEX INTERNATIONAL: Partnership Sells AS Univa Stake for $1 Mil.
------------------------------------------------------------------
Foamex International Inc., Foamex L.P., and Foamex Capital
Corporation disclosed to the Securities and Exchange Commission in
an 8-K filing that Foamex L.P. sold its joint venture interest in
AS Univa for approximately $1 million in cash, on August 2, 2005.

The disclosure did not include the name of the buyer.

Foamex International Inc. -- http://www.foamex.com/--  
headquartered in Linwood, Pa., is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.

At Apr. 3, 2005, Foamex International's balance sheet showed a
$369.2 million stockholders' deficit, compared to a $358.3 million
deficit at Jan. 2, 2005.


FREEDOM MEDICAL: Wants Until Effective Date to Decide on Leases
---------------------------------------------------------------
Freedom Medical, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for an extension, until the
effective date of a confirmed chapter 11 Plan, of the period
within which it can elect to assume, assume and assign, or reject
its unexpired nonresidential real property leases.

The Debtor delivered its Plan of Reorganization and an
accompanying Disclosure Statement to the Court on Aug. 5, 2005.

The Debtor explains that it is a party to 11 unexpired
nonresidential real property leases in various locations
throughout the country.  The Debtors' present lease decision
extension deadline will expire on Aug. 23, 2005.  Pursuant to the
proposed Plan, the Debtor will assume substantially all of those
leases.

The Debtor gives the Court four reasons militating in favor of the
extension:

   a) it does not want to forfeit its right to assume and assign
      the unexpired leases as a result of the deemed rejected
      provision of Section 365(d)(4) of the Bankruptcy Code;

   b) it does not want to be compelled to prematurely assume and
      assign the unexpired leases by the current deadline, which
      could result in potentially large administrative expense
      claims against the estate;

   c) it believes that all of its principal creditor
      constituencies will prefer that it assume the unexpired
      leases pursuant to a chapter 11 Plan rather than by motion,
      so that those creditors can better evaluate the impact of
      the leases being assumed; and

   d) the unexpired leases are integral to its reorganization
      process and may prove to be valuable assets to its estate.

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc.,
-- http://www.freedommedical.com/-- sells electronic medical
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  Barry D. Kleban, Esq., at
Adelman Lavin Gold and Levin represents the Debtor.  When Freedom
Medical filed for protection from its creditors, it listed
estimated assets and debts of more than $50 million.


GARDEN STATE: Wants to Dip Into Lenders' Cash Collateral
--------------------------------------------------------
Garden State MRI Corporation asks the U.S. Bankruptcy Court for
the District of New Jersey for authority to access cash collateral
securing repayment of loans to its secured lenders.

The Debtor explains it needs the cash collateral to continue its
operations while in chapter 11.  Without access to the encumbered
funds, the Debtor says its estate will suffer irreparable harm.
Moreover, Garden State's patients will be left without care and
its assets will be liquidated.

                     Prepetition Indebtedness

                         Newfield's Claim

Newfield National Bank filed financing statements to perfect a
lien asserted against all of the Debtor's assets, including its
accounts receivable, on April 28 and Dec. 8, 1998.  However, the
Bank has not timely filed an extension as required by N.J.S.A.
12A:9-515.  Because of this, the Debtor contests the Bank's
$186,000 claim.

                      U.S. Bank N.A.'s Claim

The Debtor owes $6,000,000 to U.S. Bank, as assignee of DVI F.S.
The Bank asserts a first priority lien on all of the Debtor's
equipment fixtures, contract rights and computer equipment.

Garden State estimates that the market value of the Bank's
collateral is $800,000, with a liquidation value of $400,000.

                      Golenstaneh Entities

The Debtor owes $6,400,000 to the Golestaneh Entities.  These
lenders have a first priority lien on Garden State's accounts
receivable, negotiable instruments and all other assets not
encumbered by U.S. Bank's liens, and a second priority lien on
assets encumbered by the Bank's liens.

The Debtor discloses that its accounts receivable total
$2,820,000, of which only $850,000 is collectible because insurers
refuse to pay the full amount of their insureds' bills.

The Debtor has filed a complaint against the Golestaneh Entities
alleging that the liens and guaranty were fraudulent transfers
because Garden State didn't receive reasonably equivalent value in
exchange for granting the security interests.

                      Adequate Protection

To provide the lenders with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of its collateral,
the Debtor proposes to grant U.S. Bank and the Golestaneh Entities
replacement liens to the same extent, validity and priority as
their prepetition liens.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 Million to $50 Million.


GENERAL BINDING: Amends Merger Pact with Fortune Brands & ACCO
--------------------------------------------------------------
General Binding Corporation entered into an Amendment to Agreement
and Plan of Merger with Fortune Brands, Inc., ACCO World
Corporation and Gemini Acquisition Sub, Inc., a wholly owned
subsidiary of ACCO, to amend the Agreement and Plan of Merger,
dated as of March 15, 2005.

The Amendment to Merger Agreement clarifies certain aspects of the
agreed to merger of Acquisition Sub with and into GBC, with GBC as
the surviving corporation, and modifies certain procedures related
to the closing of the Merger.  Among other things, the Amendment
to Merger Agreement amends the Merger Agreement so that the
delivery of physical certificates for shares of ACCO common stock
is not required.

GBC, its directors, and certain of its executive officers may be
considered participants in the solicitation of proxies in
connection with the proposed transaction.

Documents relating to the Merger are available for free at:

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

                      About Fortune Brands

Fortune Brands, Inc. is a $7 billion leading consumer brands
company.  Its operating companies have premier brands and leading
market positions in home and hardware products, spirits and wine,
golf equipment and office products.  Home and hardware brands
include Moen faucets, Aristokraft, Schrock, Diamond and Omega
cabinets, Therma-Tru door systems, Master Lock padlocks and
Waterloo tool storage sold by units of Fortune Brands Home &
Hardware, Inc.  Major spirits and wine brands sold by units of Jim
Beam Brands Worldwide, Inc., include Jim Beam and Knob Creek
bourbons, DeKuyper cordials, The Dalmore single malt Scotch, Vox
vodka and Geyser Peak and Wild Horse wines.  Acushnet Company's
golf brands include Titleist, Cobra and FootJoy.  Office brands
include Swingline, Wilson Jones, Kensington and Day-Timer sold by
units of ACCO World Corporation.  Fortune Brands, headquartered in
Lincolnshire, Illinois, is traded on the New York Stock Exchange
under the ticker symbol FO and is included in S&P 500 Index and
the MSCI World Index.

                  About ACCO World Corporation

The ACCO World Corporation unit of Fortune Brands is a world
leader in branded office products.  With leading brands including
Swingline, Wilson Jones, Kensington, Day-Timer, Boone, Apollo and
Rexel, the company's innovative products help people work more
efficiently, more comfortably and more productively than ever
before.  ACCO's annual sales exceed $1.1 billion.  The company is
headquartered in Lincolnshire, Illinois.

                About General Binding Corporation

General Binding Corporation (GBC) is a world leader in products
that bind, laminate, and display information enabling people to
accomplish more at work, school and home.  GBC's products are
marketed in over 100 countries under the GBC, Quartet, and Ibico
brands.  These products are designed to help people enhance
printed materials and organize and communicate ideas.  The company
is headquartered in Northbrook, Illinois.


GENERAL FIRE: Fitch Assigns BB- Insurer Financial Strength Rating
-----------------------------------------------------------------
Fitch has affirmed and removed from Rating Watch Negative, General
Fire and Casualty Company's (GenFire) 'BB-' insurer financial
strength rating.  The Rating Outlook is Negative.

The rating was downgraded to 'BB-' from 'BB+', and placed on
Rating Watch Negative in March 2005 following GenFire's
notification that it would need to restate its 2003 annual
financial statements.  The restatement allowed for a change in
accounting of a major reinsurance contract due to concerns
regarding appropriate levels of risk transfer.  This contract has
been non-renewed and cut off effective Dec. 31, 2004.  GenFire has
completed the filing for its year-end 2004 statutory statement and
the restructuring of its reinsurance program for 2005.

Fitch believes the effect of the restatement on the company's
policyholders' surplus is manageable, and has been substantially
replenished by a contribution from the parent, GF&C Holding
Company, in 2004.  Although dividend capacity is limited due to
2004's net losses, required debt service at the holding company
has also declined due to the repayment of debt.

The Negative Outlook is due to Fitch's belief that the company has
experienced a significant loss of business since it has been
unable to write business in California (26% of direct earned
premiums) as of March 2005 because the company did not meet all
criteria required by the California Department of Insurance for
licensure, including minimum capital requirements.  Additionally,
Fitch believes that GenFire and its parent have a smaller premium
base and less equity than when Fitch initially assigned a rating
in October 2004, have limited access to new capital, and are more
susceptible to market risks and reserve issues due to reduced
market presence and less pricing power.

Factors that would cause Fitch to downgrade GenFire's rating
include further accounting restatements, adverse legal
developments, significant harm to its business profile, and a
continued reduction of premium written and equity.

Fitch anticipates a return to a Stable Outlook would be possible
with the finality of legal issues, assuming no adverse unexpected
outcomes, resumption of business written in California, and
favorable operating performance.

GenFire is a specialty property and casualty insurer, which since
1999, has operated under a new and unique business model centered
on its patent-pending policy form and web-based technology.  The
company focuses on specialty niches in the commercial multi-peril
business segment, such as integrated agribusiness and other
targeted commercial classes.  Idaho-based GenFire reported
statutory policyholders' surplus and assets of $10.2 million and
$50.8 million, respectively, at March 31, 2005.

Fitch has affirmed the following with a Negative Outlook:

   General Fire & Casualty Company

     -- Insurer financial strength at 'BB-'.


GENERAL MARITIME: Moody's Lowers Sr. Unsecured Debt Ratings to B2
-----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of General
Maritime Corporation, Corporate Family (previously called Senior
Implied) Rating to B1 from Ba3 and its ratings of senior unsecured
debt to B2 from B1.  The rating outlook is stable.  This concludes
the ratings review commenced on January 28, 2005 following General
Maritime's announcement of the implementation of a dividend policy
that pays a substantial amount of free cash flow generated to
shareholders quarterly.

The lower ratings reflect Moody's assessment that the
implementation of the new dividend policy will weaken General
Maritime's credit profile, despite strong current credit metrics
and otherwise modest levels of debt on the company's balance
sheet.  The ratings continue to reflect the volatile nature of the
crude oil tanker sector in which the company operates, the risk
from which is heightened by the predominantly spot-charter
exposure that the company undertakes as well by the age of the
General Maritime's fleet.  Ratings are supported, however, by
continued generation of strong operating cash flows even as tanker
rates have moderated, and by General Maritime's robust liquidity
position.

The stable ratings outlook reflects Moody's expectations that the
company will be able to meet all drydock and scheduled debt
repayment obligations over the near term, as well as required
payments (net of a modest amount of ship finance debt) for
delivery of the scheduled newbuilding delivery in 2006, out of the
cash flows residual from the distributions to shareholders.

Ratings or their outlook could be subject to downgrade if General
Maritimes total debt were to increase or if the company were to
undertake a large, levered acquisition.  Ratings could also be
lowered if market conditions were to materially deteriorate such
that retained cash flow falls below 15% of total debt, or if EBIT
coverage of interest falls below 1.5 times for a prolonged period,
while the current dividend policy remains in place.

Rating or their outlook could be revised upward if the company
were to rescind or significantly moderate the current dividend
policy, allowing the company to resume a practice of more rapid
debt reduction, or if free cash flow could be demonstrated to
exceed 20% of debt for a prolonged period, particularly through an
industry downturn.  An upward ratings movement would be more
likely if improvements in financial conditions and policy were
augmented by a reduction in the company's operating risk,
considered high by Moody's due to the company's relatively old
fleet and exposure to spot charter markets.

In January of 2005, General Maritime announced its plans to pay
quarterly dividends based on the trailing EBITDA after adjustments
for interest expense and reserves for fleet maintenance, renewal,
and drydock expenses.  In Moody's view, this has weakened the
company's credit profile.  The result of the changed policy is to
reduce the company's ability to build cash reserves or reduce debt
during the current strong, albeit waning, market cycle.  Risk to
debt holders has increased, in Moody's opinion, due to the
expected reduction in financial cushion in anticipation of the
next down-cycle.  Observing the first two quarters of 2005,
payments to shareholders have effectively been tantamount to the
distribution all of the prior quarter's net income.

General Maritime has historically grown through acquisitions.  As
such, the implementation of the new policy raises concerns that
the company will rely on greater levels of incremental debt to
fund future acquisitions leading to a substantial increase in the
company's leverage.  Prior to this rating action, Moody's ratings
had anticipated that General Maritime would use free cash flow for
debt repayments and increased liquidity to provide capacity to
fund future growth.

Over the last few years, General Maritime has continued to reap
the benefits of historically strong tanker markets, augmented by
increased exposure to the spot charter markets.  For the past two
years, driven by increases in spot charter rates, General
Maritime's revenue grew 51%, from $454 million in FY 2003 on a
fleet of 47 vessels to about $687 million in LTM June 2005 on 43
vessels, while EBITDA more than doubled over this time, to about
$430 million.

Through this period, the company was able to generate enough cash
flow to reduce debt substantially, from a peak of $655 million as
of December 2003 to $441 million as of June 2005.  As a result,
credit metrics were very strong: debt-to LTM June 2005 EBTIDA of
1.0 time, EBIT to interest of over 9 times, and free cash flow of
$216 million, representing about 48% of total debt, despite a
large dividend declared in the first quarter of 2005 ($68
million).

Moody's estimates, however, that pro forma free cash flow over
this period could have potentially been negative had the current
dividend plan been in place.  In addition, the company has ample
liquidity: $74 million cash balance as of June 2005, with all of
the company's $600 million senior secured revolving credit
facility available.  However, such metrics are expected for bulk
shipping companies of this rating category through the high point
in its industry cycle.  Moody's anticipates that, considering the
high current orderbook associated with the Suezmax and Aframax
tanker sectors as well as the volatile market cycles for which the
crude oil tanker sector is known, leverage could grow to many
times the current levels, while EBIT coverage would deteriorate
quickly and substantially in the event of a market downturn.

General Maritime's operating profile is somewhat high risk in
Moody's opinion.  A market downturn could have a particularly
severe affect on the company's earnings, since:

   a) most of its fleet operates on a spot charter basis, with no
      vessel on long term charter beyond July 2006;  and

   b) the company's operations are concentrated in the relatively
      narrow mid-size tanker segment.

Also, because of the age of the company's fleet (average about 12
years), there exists a potential risk that in a weakening charter
environment rates earned by older vessels could decline faster
than those of newer vessels, which will represent a larger
proportion of the world fleet due to high anticipated delivery
levels over the next two years.  As such, it is important, in
Moody's view, that companies operating in these sectors,
particularly those with older fleets requiring refurbishment or
replacement, be able to use the robust cash flows generated in
strong markets to repay existing debt and increase liquidity
reserves to not only withstand potential market downturns, but to
also acquire newer tonnage at lower prices without increasing
leverage.  Moody's believes that General Maritime's current
dividend policy substantially diminishes the company's ability to
do so over the long run.

These ratings have been downgraded:

General Maritime Corporation:

   * Senior unsecured notes due 2013, to B2 from B1;
   * Corporate Family Rating to B1 from Ba3.

General Maritime Corporation, a Marshall Island corporation
headquartered in New York, New York, is one of the largest
owner/operators of medium-size crude oil tankers in the shipping
industry.  The company has a fleet of 43 tankers consisting of 26
Aframax and 17 Suezmax tankers, including commitments on four
vessels on order, totaling 5.2 million DWT.  The company's vessels
primarily transport crude oil to the United States from oil
producing regions in the Atlantic basin (Caribbean, West Africa,
North Sea, and South America).  The company also operates in the
Black Sea and other regions.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
commercial mortgage pass-through certificates, series 2004-C1:

     -- $39.9 million class A-1 at 'AAA';
     -- $100.9 million class A-1A at 'AAA';
     -- $55 million class A-2 at 'AAA';
     -- $50 million class A-3 at 'AAA';
     -- $343.8 million class A-4 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $20.7 million class B at 'AA';
     -- $8.1 million class C at 'AA-';
     -- $15.3 million class D at 'A';
     -- $8.1 million class E at 'A-';
     -- $12.6 million class F at 'BBB+';
     -- $8.1 million class G at 'BBB';
     -- $10.8 million class H at 'BBB-';
     -- $4.5 million class J at 'BB+';
     -- $4.5 million class K at 'BB';
     -- $4.5 million class L at 'BB-';
     -- $2.7 million class M at 'B+';
     -- $2.7 million class N at 'B';
     -- $2.7 million class O at 'B-'.

Fitch does not rate the $12.6 million class P certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the July 2005 distribution
date, the pool has paid down 1.9% to $707.7 million from $721.4
million at issuance.

Two loans have investment-grade credit assessments: AFR Office
Portfolio (5.1%) and Tysons Corner Center (5%).

The AFR Office Portfolio is secured by 152 properties located in
19 states.  The total debt on the portfolio consists of six A
notes and one B note.  The A-4 note is included in this trust.
The Fitch stressed debt service coverage ratio for year-end 2004
was 1.61 times (x) compared with 1.79x at issuance.

Tysons Corner Center is secured by 1.5 million square feet of a
regional mall located in McLean, VA.  The total debt consists of
four A notes.  The A-2 note is included in this trust.  For YE
2004, the Fitch stressed DSCR increased to 1.64x compared with
1.53x at issuance.

To date, there have been no realized losses and no specially
serviced loans.


GRUPPO ANTICO: Claims Objection Deadline Extended Until Dec. 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Broadways Advisors, LLC, the Liquidating Trustee appointed under
the confirmed Amended Plan of Liquidation of Gruppo Antico, Inc.
f/k/a Trend Holdings, Inc. and its debtor-affiliates, a further
extension, until Dec. 24, 2005, to object to proofs of claim and
equity interests filed against the Debtors' estates.

The Court confirmed the Debtors' Plan on March 10, 2004, and the
Plan took effect on April 30, 2004.

Pursuant to the confirmed Plan, Broadways Advisors was appointed
as the Liquidating Trustee and is in charge with all causes of
action and the administration of the Gruppo Antico Liquidating
Trust.  Pursuant to Article VI of the Plan, two governors were
appointed to oversee the actions of the Trustee.

Broadways Advisors gave the Court four reasons militating in favor
of the extension:

   1) it, the Debtors and the governors have been working
      diligently to resolve numerous post-confirmation issues,
      including devoting substantial time in prosecuting hundreds
      of preference actions;

   2) the extension will give it more opportunity to review the
      Debtors' claims pending the resolution of substantially all
      of the preference actions litigations so as to determine the
      efficacy of objecting to claims in advance of a distribution
      to general unsecured creditors;

   3) sustained objections to certain improper claims will
      increase the amount that the Liquidating Trust will
      distribute to the Debtors' unsecured creditors; and

   4) the extension will save judicial resources and avoid
      liquidation of disputed claims and interests that can be
      resolved through negotiations.

Gruppo Antico, Inc., f/k/a/ Trend Holdings, Inc., used to
processed plastics, stamps metal and performs electromechanical
assembly of electronic enclosures in facilities around the world.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 7, 2002 (Bankr. Del. Case No. 02-13283).  Laura
Davis Jones, Esq., Christopher James Lhulier, Esq., Brad R.
Godshall, Esq., and Jeffrey Dulberg, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtor.  When
the Debtors filed for chapter 11 protection, they estimated assets
and debts of more than $100 million.  The Court confirmed the
Debtors' chapter 11 Plan on March 10, 2004, and the Plan took
effect on April 30, 2004.  Broadways Advisors, LLC is the
Liquidating Trustee under the confirmed Plan.  Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represents the Liquidating Trustee.


GT BRANDS: Wants to Pay Foreign Vendors' Prepetition Claims
-----------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to pay their foreign vendors' prepetition claims.

The Debtors are developer and multi-channel marketer of consumer
products, focused primarily on the fitness and weight-loss, health
and beauty, housewares, inspirational programming and family
entertainment segments.  As such, they rely significantly upon
certain critical foreign manufacturers and vendors.  Two of these
vendors are Rich China aka RCI Winvast and Ningbo Hua Gan
Machinery Manufacturer, both of which are Chinese-owned companies.

Rich China produces DVD packaging materials for the Debtors in
China.  Currently, the Debtors owe the company approximately
$78,972, for custom made DVD packages which remain undelivered.
The Debtors tell the Court that the sale of the goods will
generate about $700,000 in revenue.

Ningbo produces vegetable choppers used in connection with the
Debtors' Xpress 101 product.  About 20,000 vegetable choppers,
which the Debtors ordered, remain in Ningbo's possession.  The
materials, the Debtors say, will enable them to sell their Xpress
101 units currently in inventory.  The sale of the Ningbo veggie
choppers with the Xpress 101 units will generate more than
$750,000 in revenue for GT Brands.

In addition, the Debtors also have undelivered orders from other
foreign vendors because of non-payment.  They contend that without
those goods, GT Brands will be severely affected financially.

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


HARRINGTON BREAST: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Harrington Breast Care Center, Inc.
        819 McKay Court, Suite B101
        Youngstown, Ohio 44512

Bankruptcy Case No.: 05-44768

Chapter 11 Petition Date: August 12, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Andrew W. Suhar, Esq.
                  Suhar & Macejko, LLC
                  1101 Metropolitan Tower
                  P.O. Box 1497
                  Youngstown, Ohio 44501-1497
                  Tel: (330) 744-9007
                  Fax: (330) 744-5857

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Place Bank                                        $748,474
724 Boardman Poland Road
OH 44512

Lloyd E. Slusher                                        $325,000
61 Midgewood
Youngstown, OH 44512

First Place Bank                                         $56,567
724 Boardman Poland Road
Youngstown, OH 44512

Eaton Group, Inc.             Back Rent on               $21,384
                              888 Boardman Canfield
                              Road

Joseph Sylvester              Remodeling                  $3,904
Construction

Source One                                                $1,150

Yurchyk & Davis CPA's, Inc.   Accounting Services           $730

Professional Engine                                         $432

First Federal Credit Union    Monies owed on monies          $86
                              Collected

Towne Crier                   Advertising                    $15


HIRSH INDUSTRIES: Wants More Time to Decide on Leases
-----------------------------------------------------
Hirsh Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana in
Indianapolis to extend the period within which they can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.  The Debtors ask the Court to
extend the decision period to Dec. 3, 2005.

The Debtors tell the Court that the extension will provide more
time to enhance and to maintain the value of their estates.  The
Debtors add that the requested extension will provide sufficient
time for them to confirm a plan of reorganization, pursuant to
which they can make the final decision to assume or reject the
unexpired leases.

The Court will consider the Debtors' request during a hearing
scheduled at 10:00 a.m. today, Aug. 15, 2005, at the U.S.
Courthouse in Indianapolis.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


ILINC COMMS: Posts $885 Million Net Loss in First Quarter 2006
--------------------------------------------------------------
iLinc Communications, Inc. (AMEX:ILC) reported results for the
fiscal 2006 first quarter ended June 30, 2005.

For the three months ended June 30, 2005, the Company reported an
$885,000 net loss, compared to a $1,456,000 net loss for the same
period in 2004.

Revenues from continuing operations increased 36% to $2.7 million
for the three months ended June 30, 2005, when compared with
revenues of $2 million for the three months ended June 30, 2004.
The Company reported a net loss from continuing operations of
$892,000, as compared with a net loss from continuing operations
of $1.5 million during the three months ended June 30, 2004.

Commenting on the first quarter financial results, James M.
Powers, Jr., president and chief executive officer of iLinc
Communications, said, "We saw a reduction in revenue growth from
the prior quarter primarily due to the delay of a few sales
transactions that we had anticipated to close in the June quarter.
However, we see continued growth in overall recurring revenues
that include the combined use of our per-minute Web and audio
conferencing products.  New and old customers alike appreciate the
flexibility in licensing, delivery, and access to complementary
services that iLinc provides in our Web and audio conferencing
products and services.

Dr. Powers continued, "We are committed to continued bottom line
improvement while sustaining our investment in our sales and
marketing efforts and in product development.  Toward our goal of
balance sheet improvement and ultimate profitability, we have
implemented a cost reduction program that includes head count and
expense reduction in non-core areas.  Also, we recently converted
$400,000 of long-term debt into equity and plan additional debt
conversions as appropriate to reduce our overall debt burden and
lessen interest expense.  Additionally, we plan to raise equity
capital to further improve our overall capital structure.

In closing, Dr. Powers added, "We remain uniquely positioned to
take advantage of the rapid growth projected in the Web
conferencing industry and especially in the software purchase
model component of the industry which is projected to be the
highest growth area.  We are encouraged by our ability to win
customers from larger competitors by leveraging our competitive
advantages."

iLinc Communications, Inc. -- http://www.iLinc.com/-- develops
conferencing products and services for highly secure and cost-
effective collaborative online meetings, presentations, and
training sessions.  The Company provides integrated Web and audio
conferencing as a Web-based service, onsite installable software,
or through hybrid ownership licensing in which customers pay a
one-time fee for unlimited conferencing yet the software is hosted
by iLinc.  Our products and services include the iLinc suite of
Web Conferencing software (MeetingLinc, LearnLinc, ConferenceLinc,
and SupportLinc); Phone (Audio) Conferencing Services; On-Demand
Conferencing; and EventPlus, a service for professionally managed
online and audio conferencing events. iLinc's products and
services are used by organizations worldwide in sales, HR and
training, marketing, and customer support.

                        *     *     *

                     Going Concern Doubt

Epstein, Weber & Conover, PLC, expressed substantial doubt about
iLinc Communications' ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended March 31, 2005.  The auditors point to the Company's
significant working capital deficiency, substantial recurring
losses and negative cash flows from operations.

For the three months ended June 30, 2005, the Company's balance
sheet showed $2.1 million in current assets and $6.8 million in
current liabilities.


ILINC COMMS: Names James Dunn, Jr., as New Chief Financial Officer
------------------------------------------------------------------
iLinc Communications, Inc. (Amex: ILC) disclosed that James L.
Dunn, Jr., the Company's current Senior Vice President has been
appointed to the role of Chief Financial Officer.  Mr. Dunn has
been with the Company since its inception, and he previously acted
as interim-CFO between February of 2004 until July of 2004.

Mr. Dunn assumed the position upon the resignation of David J.
Iannini, the Company's current CFO.  Mr. Iannini is leaving the
Company to focus on his private investment banking business and
other business matters outside of the Company.  Mr. Iannini may
continue to provide support to the Company on an interim
consulting basis.

iLinc Communications, Inc. -- http://www.iLinc.com/-- develops
conferencing products and services for highly secure and cost-
effective collaborative online meetings, presentations, and
training sessions.  The Company provides integrated Web and audio
conferencing as a Web-based service, onsite installable software,
or through hybrid ownership licensing in which customers pay a
one-time fee for unlimited conferencing yet the software is hosted
by iLinc.  Our products and services include the iLinc suite of
Web Conferencing software (MeetingLinc, LearnLinc, ConferenceLinc,
and SupportLinc); Phone (Audio) Conferencing Services; On-Demand
Conferencing; and EventPlus, a service for professionally managed
online and audio conferencing events. iLinc's products and
services are used by organizations worldwide in sales, HR and
training, marketing, and customer support.

                        *     *     *

                     Going Concern Doubt

Epstein, Weber & Conover, PLC, expressed substantial doubt about
iLinc Communications' ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended March 31, 2005.  The auditors point to the Company's
significant working capital deficiency, substantial recurring
losses and negative cash flows from operations.

For the three months ended June 30, 2005, the Company's balance
sheet showed $2.1 million in current assets and $6.8 million in
current liabilities.


INTEGRATED HEALTH: Gets Court Nod to Reserve Amounts for 13 Claims
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on July
25, 2005, IHS Liquidating LLC asked the U.S. Bankruptcy Court for
the District of Delaware to establish reserve amounts for 13
disputed claims.

Matthew Marcos, Executive Director of Eureka Management LLC, the
Liquidating Manager of IHS Liquidating, relates that the IHS
Debtors' Plan of Reorganization contemplates that the Court may
either estimate disputed claims or establish appropriate reserves
on account of those claims in the event resolution of the disputed
claims would unduly delay distributions to other creditors.

                          IICNA Responds

Indemnity Insurance Company of North America does not object to
the IHS Liquidating LLC's request provided that these reservations
are included:

   (1) No funds that IHS Liquidating anticipates distributing to
       holders of General Unsecured Claims are paid from any
       escrow account established for 1999 Tort Claims;

   (2) The setting of the Reserve Amounts does not have the
       effect of establishing any liability or settlement values
       of any Tort Claim that maybe covered by any of the
       Debtors' insurance policies; and

   (3) The setting of the Reserve Amounts does not affect or
       prejudice IICNA's rights under the Policies and the
       Confirmation Order.

IICNA explains that the setting of any Reserve Amount may:

   (i) affect its ability to defend, settle or otherwise resolve
       any present or future Tort Claims, including any 1999
       Insured Tort Claims that may be covered under the
       Policies; or

  (ii) prejudice any of its rights under the Policies or the
       Confirmation Order.

IICNA is an insurance company organized and existing under the
laws of the state of Connecticut.  The company issued certain
insurance policies that may provide coverage for certain Tort
Claims against the Debtors.

                          *     *     *

Judge Walrath grants IHS Liquidating's request in all respects.

The Court rules that the setting of Reserve Amounts does not:

   (a) have the effect of establishing any liability or
       settlement values of, or in any way resolving, any Tort
       Claims that may be covered by any of the insurance
       policies issued by IICNA; and

   (b) affect, or in any manner prejudice, (i) IICNA's rights
       under the Policies or any of IICNA's rights that were
       reserved by the Confirmation Order, or (ii) any of the
       rights of the Debtors' estates or IHS Liquidating under
       the Policies, the Plan or the Confirmation Order.

The Court directs IHS Liquidating to treat five Tort Claims as
disputed general unsecured claims for purposes of calculating and
implementing distributions to other creditors in the Debtors'
Chapter 11 cases:

                                                Proposed
      Claim No.   Claimant                    Reserve Amount
      ---------   --------                    --------------
        13410     Anthony, William                  $250,000
         3432     Attaway, Georgia                   250,000
        12610     Bachman, Kenneth J.                500,000
         8697     Hough, James                     1,361,265
         1009     Reed, Kareem                      $250,000

IHS Liquidating entered into stipulations with seven Tort
Claimants, whereby the parties agreed on the reserve amount to be
allotted for each Tort Claimant.  The Court approves the
stipulations:

                                                Stipulated
      Claim No.   Claimant                    Reserve Amount
      ---------   --------                    --------------
        13304     Bennett, Gary                     $250,000
        13692     Bray, Naomi                     10,000,000
        14004     Cooper, Charles Sr.              1,000,000
         5359     Estate of Jose Maes                600,000
         7435     Evans, Sarah                        50,000
        10852     Mazerole, Levina                   500,000
         3869     Pissanos, Mildred                1,000,000

Judge Walrath adjourns the hearing with respect to Claim No. 2316
filed by the Internal Revenue Service.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 94; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERMET CORP: Court Approves Amended Disclosure Statement
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan approved Intermet Corporation and its debtor-affiliates'
(INMTQ:PK) Disclosure Statement explaining their Amended Plan of
Reorganization filed on Aug. 5, 2005.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information -- for creditors to make an informed decision about
the Plan.

The Debtors are now authorized to transmit the Disclosure
Statement to creditors and to solicit acceptances of their Plan.
The Bankruptcy Court scheduled a plan confirmation hearing for
Sept. 26, 2005.

                      Terms of the Plan

The Plan contemplates that each of the Debtors will become
reorganized entities after consummation of the Plan.  The Plan is
jointly proposed by all of the Debtors, but constitutes a separate
plan for each Debtor.

                   General Unsecured Claims

The Debtors estimate that General Unsecured Claims against their
estates total:

   Debtor                              Allowed Claim
   ------                              -------------
   Intermet Corp.                       $189,197,093
   Alexander City
      Casting Company, Inc.              179,931,240
   Cast-Matic Corporation                183,197,759
   Columbus Foundry, L.P.                189,397,046
   Diversified Diemakers, Inc.           183,291,005
   Ganton Technologies, Inc.             187,016,248
   Intermet Illinois, Inc.               181,331,240
   Intermet International, Inc.               14,000
   Intermet U.S. Holding, Inc.           185,889,247
   Ironton Iron, Inc.                    182,736,103
   Northern Castings Corporation         181,482,233
   Sudbury, Inc.                         182,804,825
   Tool Products, Inc.                   186,138,827
   Wagner Castings Company               184,580,140
   Wagner Havana, Inc.                  $181,369,667
                                       --------------
                                       $2,578,376,673

The Plan promises general unsecured creditors:

   (a) a cash-out amount on account of their claims;

   (b) at the option of each holder:

        (i) a pro rata share of the applicable Debtor's New
            Common Stock; and

       (ii) a pro rata share of the rights allocated to the
            applicable Debtor as described in the Plan; or

   (c) at the option of each holder, an inducement cash amount.

The unsecured portion of the Noteholders' claims will be satisfied
by a cash payment from the sale proceeds of the respective
Debtor's assets.

If the Liquidating Plan condition is satisfied, the Indenture
Trustee will receive the indenture trustee fee amount and a cash-
out amount allocated to the applicable Debtor:

   Debtor                              Allowed Claim
   ------                              -------------
   SUDM, Inc.                           $179,931,240
   Wagner Havana, Inc.                  $181,369,667

Unsecured convenience claimholders will be paid a fixed percentage
of its allowed claim, after the effective date.

                   Financing Commitment

In connection with the Plan, the Court gave the Debtors permission
to enter into an equity financing Commitment Letter under which,
R2 Investments, LDC, and Stanfield Capital Partners LLC have
agreed to underwrite a $75 million equity investment for INTERMET.

"We are pleased with the court's approval, which means that
INTERMET is moving closer to exiting bankruptcy," said Gary F.
Ruff, Chairman and CEO.  "We look forward to emerging from chapter
11 with a capital structure and strategy designed to strengthen
our leadership position in the industry."

In consideration for the commitment, the Debtors are obligated to
pay the lenders $3 million on the effective date of the Amended
Plan and reimburse them for certain fees and expenses incurred in
connection with the Amended Commitment Letter and the Amended
Plan.

A full-text copy of the Debtor's Amended Plan of Reorganization is
available at no charge at:

     http://ResearchArchives.com/t/s?c5

A full-text copy of the Disclosure Statement explaining the
Amended Plan is available at no charge at:

     http://ResearchArchives.com/t/s?c6

Headquartered in Troy, Michigan, Intermet Corporation --
http://www.intermet.com/-- provides machining and tooling
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.


JACOBS MANUFACTURING: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Jacobs Manufacturing Company
        311 Edmonds Avenue
        Bridgeport, Alabama 35740

Bankruptcy Case No.: 05-83995

Type of Business: The Debtor operates a steel foundry.

Chapter 11 Petition Date: August 11, 2005

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Associates, L.L.C.
                  307 Clinton Avenue West, Suite 200
                  Huntsville, Alabama 35801
                  Tel: (256) 535-0817

Total Assets: $1,073,568

Total Debts:    $637,972

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Foundry Supply Group          Open account               $62,900
459 Main Street, Suite 101
Trussville, AL 35173

North Alabama Electric Co-Op  Open account               $55,013
41103 US Highway 72
P.O. Box 628
Stevenson, AL 35772

Bridgeport Utility Board      Open account               $53,228
P.O. Box 36
Bridgeport, AL 35740

Southern Fabricators          Open account               $20,000

Southeastern Freight Lines    Open account                $9,210

Ajax Tocco                    Open account                $8,925

Gant Croft & Associates PC    Open account                $4,780

Porter Warner                 Open account                $4,580

Airlube Inc.                  Open account                $3,939

Internal Revenue Service      940 & 941 Taxes             $3,632
                              (2nd quarter for
                              2005)

Milwaukee Chaplets Inc.       Open account                $2,992

Specialty Fdy Products        Open account                $2,034

Applied Industrial Tech       Open account                $1,885

Samson Industrial             Open account                $1,838

Walter A Wood Supply Co.      Open account                $1,609

Modern Pattern Engineers      Open account                $1,497

Jack Livingston               Open account                $1,411

RSC Rental Equipment          Open account                $1,021

Alabama Dept. of Revenue      940 & 941 Taxes             $1,000
                              (2nd quarter for
                              2005)

BP Oil, Inc.                  Open account                  $845


KEYSTONE CONSOLIDATED: Court Confirms Amended Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
confirmed Keystone Consolidated Industries, Inc.'s Third Amended
Joint Plan of Reorganization on Aug. 10, 2005.  As a result of the
plan confirmation, Keystone anticipates it will be able to emerge
from its Chapter 11 proceedings before the end of this month.

Keystone's Third Amended Joint Plan of Reorganization provides
that, among other things:

   -- Keystone will assume the previously negotiated amendment to
      the collective bargaining agreement with the Independent
      Steel Workers Alliance, Keystone's largest labor union;

   -- Keystone will assume the previously negotiated agreements
      reached with certain retiree groups that will provide relief
      by permanently reducing healthcare related payments to these
      retiree groups from pre-petition levels;

   -- The Company's obligations due to pre-petition secured
      lenders other than its DIP lenders will be reinstated in
      full against reorganized Keystone;

   -- All shares of Keystone's common and preferred stock
      outstanding at the petition date (February 26, 2004) will be
      cancelled;

   -- Pre-petition unsecured creditors with allowed claims against
      Keystone will receive, on a pro rata basis, in the
      aggregate, $5.2 million in cash, a $4.8 million secured
      promissory note and 49% of the new common stock of
      reorganized Keystone (the aggregate amount of cash and
      principal amount of the promissory note may increase based
      on certain events);

   -- Certain operating assets and existing operations of Sherman
      Wire Company, one of Keystone's pre-petition wholly owned
      subsidiaries, will be sold at fair market value to Keystone,
      which will then be used to form and operate a newly created
      wholly owned subsidiary of reorganized Keystone named
      Keystone Wire Products Inc.;

   -- Sherman Wire will be reorganized and the proceeds of the
      operating asset sale to Keystone and other funds will be
      distributed, on a pro rata basis, to Sherman Wire's pre-
      petition unsecured creditors with allowed claims;

   -- Sherman Wire's pre-petition wholly-owned non-operating
      subsidiaries, J.L. Prescott Company, and DeSoto
      Environmental Management, Inc. as well as Sherman Wire of
      Caldwell, Inc., a wholly-owned subsidiary of Keystone, will
      ultimately be liquidated and the pre-petition unsecured
      creditors with allowed claims against these entities will
      receive their pro-rata share of the respective entity's net
      liquidation proceeds;

   -- Pre-petition unsecured creditors with allowed claims against
      FV Steel & Wire Company, another one of Keystone's wholly-
      owned subsidiaries, will receive cash in an amount equal to
      their allowed claims;

   -- One of Keystone's Debtor-In-Possession lenders, EWP
      Financial, LLC (an affiliate of Contran Corporation,
      Keystone's largest pre-petition shareholder) will convert
      $5 million of its DIP credit facility, certain of its pre-
      petition unsecured claims and all of its administrative
      claims against Keystone into 51% of the new common stock of
      reorganized Keystone; and

   -- The Board of Directors of reorganized Keystone will consist
      of seven individuals, two of which shall be designated by
      Contran, two of which shall be designated by the Official
      Committee of Unsecured Creditors, and the remaining three
      directors shall qualify as independent directors (two of the
      independent directors shall be appointed by Contran with the
      OCUC's consent and one shall be appointed by the OCUC with
      Contran's consent).

                  Exit Financing Commitment

Keystone has also obtained a commitment from an exit lender for an
$80 million credit facility.  This credit facility will be used to
extinguish the portion of Keystone's existing debtor-in-possession
credit facilities that will not be converted to equity and to
provide working capital upon emergence from bankruptcy.

Keystone believes the Bankruptcy Court's confirmation of the Third
Amended Joint Plan of Reorganization represents the final major
step in Keystone's efforts to complete a successful restructuring.
Keystone and its advisors will continue to work diligently in an
effort to achieve its goal of effecting the Joint Plan of
Reorganization and emerging from bankruptcy prior to the end of
this month.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004,
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


KMART CORP: Promotes Peter Whitsett to SVP & Merchandising Officer
------------------------------------------------------------------
Kmart, a wholly owned subsidiary of Sears Holdings Corporation
(Nasdaq: SHLD), reported the promotion of Peter Whitsett, 39, to
senior vice president and Kmart merchandising officer, effective
immediately.  In his new position, Mr. Whitsett oversees all
merchandise categories for Kmart stores and reports directly to
Aylwin Lewis, president of Sears Holdings and chief executive
officer of Kmart and Sears Retail.  Mr. Whitsett previously served
as SVP/GMM, with responsibilities for Kmart's hardlines, food &
consumables, drug store and pharmacy merchandise divisions.

"Peter has a proven track record in several major product
categories.  In his new role he will take that experience and
accelerate improvements already made to the depth and quality of
Kmart's assortment," Lewis said.  "Peter has built a strong team
since joining the business and developed trusted relationships
with our vendors.  We are confident that he will be instrumental
in helping to chart the course for Kmart's merchandising success."

Mr. Whitsett joined Kmart in 1999 as Director, Merchandise
Planning & Replenishment and has served in a variety of positions,
including Vice President/General Merchandise Manager and
Divisional Vice President Merchandising Planning.

                About Sears Holdings Corporation

Sears Holdings Corporation is the nation's third largest broadline
retailer, with approximately $55 billion in annual revenues, and
with approximately 3,800 full-line and specialty retail stores in
the United States and Canada.  Sears Holdings is the leading home
appliance retailer as well as a leader in tools, lawn and garden,
home electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.  The company is the nation's largest provider of
home services, with more than 14 million service calls made
annually.  For more information, visit Sears Holdings' Web site at
http://www.searsholdings.com/

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)


KRISTINA STALCUP: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kristina Dyann Stalcup
        209 East Parkway Suite #6
        Gatlinburg, Tennessee 37738

Bankruptcy Case No.: 05-34324

Type of Business: The Debtor has interests in Above the Smoke LLC,
                  Anakeesta HOA, Anakeesta LLC, Anakeesta
                  Village LLC, Chalet Rentals of the Smokies, and
                  The Smokies Group HOA.

Chapter 11 Petition Date: August 11, 2005

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: John P. Newton, Jr., Esq.
                  Law Office of John P. Newton, Jr.
                  9700 Westland Drive, Suite 101
                  Knoxville, Tennessee 37922
                  Tel: (865) 777-1106
                  Fax: (865) 777-1107

Total Assets: $6,223,640

Total Debts:  $1,619,925

Debtor's 12 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Linda Nelson, Tom Lassin, Rick Hill              $55,000
Rick Lassin, Sandra Hollinger
921 Northwest 37th Terrace
Gainsville, FL 32605

RBM HPR, Inc.                                    $24,945
Betty Barker, President
511 Parkway
Gatlinburg, TN 37738

Dorothy Stalcup                                  $18,000
1404 Laurel Road
Gatlinburg, TN 37738

Harry Fisher                                     $12,000

Molly Brownlee                                    $8,220

AmericanExpress                                   $6,907

Citi Cards                                        $6,547

Vick engineering &Surveying                       $5,965

Denise Scotti                                     $3,000

Blalock Lumber Company                            $2,040

Jim Sheffer - City Storage                        $1,600

Clearwater Drilling Co.                             $600


LABRANCHE & CO: Moody's Lowers Surbordinated Debt Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service lowered LaBranche & Co Inc.'s senior
debt rating to Ba2 from Ba1 and lowered the subordinated debt
rating to Ba3 from Ba2.  The rating outlook was revised to stable
from negative.

The rating actions taken were based upon Moody's view that the
company's leverage is high relative to its on-going core earnings
generation, which will likely remain subdued for the intermediate
term.  This is due to the continuing structural evolution of U.S.
equities markets and persistently low equity market volatility,
both contributing to reduce profit-making opportunities for
LaBranche and the other specialists.

Moody's said that the rating action and outlook also reflect the
high quality and ample liquidity imbedded in LaBranche's balance
sheet, and the expectation that the company will use its excess
liquidity to reduce its currently elevated leverage over the next
two years.  The rating actions also take into account the strength
and longevity of LaBranche's specialist franchise on the New York
Stock Exchange.  As a major consolidator within the specialist
business, LaBranche has built a market-leading franchise and
solidified its position on the NYSE.

The rating agency said that the transition of the NYSE to a hybrid
market and new order routing rules may direct increasing order
flow towards automated execution.  This could pressure LaBranche's
earnings as the number of situations that require a specialist's
intervention to complete trades declines.  LaBranche could also be
affected by the degree to which other markets may be better
positioned to cost-effectively execute trades and take away order
flow.  Nonetheless, the NYSE remains the largest and deepest
equities exchange in the world and the earnings impact on
LaBranche as a result of the evolving market structure could take
a number of years to fully emerge, in Moody's opinion.

Until 2003, LaBranche's operating results had held up quite well.
However, low market volumes and reduced volatility have pressured
earnings and cashflow.  Core operating cashflow (EBITDA excluding
one-off gains and charges) is currently running at about $100
million per year, less than half the levels generated from 2000 to
2003.  The rating agency said that LaBranche's nominal leverage
remains high relative to what is likely to be sustainable, modest
cash and earnings generation of the firm.  Total debt at June 30,
2005 was $494 million.  After spiking up to 6.4x in Q1-05,
leverage (debt/EBITDA) in Q2-05 came in at 4.8x, close to the 5x
logged for FY-04.

An offset to the leverage, LaBranche's liquidity is strong.  The
firm ended the quarter with a $122 million liquid-asset surplus
above its regulatory net liquid asset requirements.  This surplus
could grow over the coming year in several increments by an
additional $180 million under a proposal submitted by the NYSE to
the SEC to modify the liquid net asset requirement for specialists
to a risk-based methodology.  The pending merger of the NYSE with
Archipelago would also enable LaBranche to monetize its investment
in NYSE seats, freeing up potential value of around $125 million.

Over time, the additional liquidity freed up from LaBranche's
specialist broker-dealer subsidiaries would be available for
possible debt reduction at the parent company.

Ratings affected:

   * Senior Unsecured to Ba2 from Ba1
   * Senior Subordinate to Ba3 from Ba2

LaBranche & Co., Inc. is a holding company whose principal broker-
dealer subsidiary is LaBranche & Co. LLC, one of the oldest
(founded in 1924) and largest "specialist" firms on the New York
Stock Exchange.  The company ranks as the NYSE's #1 specialist by
share volume traded (27%) and dollar volume traded (25%).  As of
June 30, 2005, LaBranche reported total assets and common equity
of $2.9 billion and $706 million, respectively.


LEINER HEALTH: S&P Places Ratings on Negative Watch
---------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on vitamins,
minerals, and supplements manufacturer, Leiner Health Products
Inc., on CreditWatch with negative implications, including its 'B'
corporate credit rating.  Total debt outstanding at June 25, 2005,
was about $394 million.

The CreditWatch placement reflects the company's announcement that
it is in the process of requesting an amendment to its credit
facility to provide relief on its financial covenants.  Although
the Carson, Califonia-based company was in compliance with its
debt covenants as of June 25, 2005, cushion on the leverage
covenant was very limited, and this covenant steps down at the end
of September 2005.

"It is likely that Leiner will not meet its leverage covenant at
the end of September if it is unable to secure an amendment," said
Standard & Poor's credit analyst Alison Sullivan.

In addition, first fiscal quarter financial results were weaker
than expected, and currently challenging business trends are
likely to continue to pressure the company's operating
performance.  Results were tempered by order softening due to
retailer inventory adjustments, a soft retail market in Canada,
and the effect of higher raw material costs.

Leiner also reserved $5.6 million for returns and inventory write-
downs associated with sales underperformance of a branded product.
The impact of negative vitamin E publicity, a product mix shift
towards lower-margin joint care products and the associated
decreased plant volumes hurt fixed cost absorption.  Pricing
pressure in some product categories will suppress margin
improvement in fiscal 2006.


LIBERTY MEDIA: Posts $107 Million Net Loss in Second Quarter
------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMCB) reported its financial
results for the second quarter period ended June 30, 2005.

The Company reported a $107 million net loss for the three months
ended June 30, 2005, compared to a $314 million net loss in the
same period last year.  For the six months ended June 30, 2005,
the Company reported $147 million of net income, compared to a
$324 million net loss for the same period in 2004.

In 2004, Liberty had organized its businesses into three groups --
Interactive Group, Networks Group and Corporate and Other.
On July 21, 2005, Liberty spun off its newly formed subsidiary,
Discovery Holding Company.  DHC's assets are comprised of
Liberty's 100% ownership interest in Ascent Media Group, Inc.,
which was included in its Interactive Group, its 50% ownership
interest in Discovery Communications, Inc., which was included in
its Networks Group and $200 million in cash.  After completion of
this spin off, Liberty now operates and analyzes its businesses
individually, rather than combining them with other businesses
into groups.

As a supplement to Liberty's consolidated statements of
operations, the following is a presentation of financial
information on a stand-alone basis for the following privately
held assets owned by or in which Liberty held an interest at June
30, 2005:

     *  QVC, Inc., a consolidated, 98.5% owned subsidiary;

     *  Starz Entertainment Group LLC (SEG), a consolidated,
        wholly owned subsidiary; and

     *  DCI, a privately held equity affiliate included among the
        assets spun off with DHC.

Unless otherwise noted, the following discussion compares
financial information for the three months ended June 30, 2005 to
the same period in 2004.

                              QVC

QVC's revenue and operating cash flow increased 15% and 17%,
respectively.

QVC's domestic revenue and operating cash flow increased 11% and
12%, respectively. The domestic revenue increase was primarily
attributed to increased sales to existing subscribers principally
in the areas of apparel and accessories. The domestic operations
shipped approximately 26.4 million units during the quarter, an
increase of 9%. The average selling price increased 5% from $40.58
to $42.42. QVC.com sales as a percentage of domestic sales grew
from 14.9% in the second quarter of 2004 to 17.5% in 2005. The
domestic operating cash flow margins increased 20 basis points
from the prior period due to a higher gross profit margin. The
gross margin increased during the quarter primarily due to a shift
in the product mix from home to higher margin apparel and
accessories products and due to improvements in warehouse and
distribution operations.

QVC's international operations experienced positive results for
the quarter due to a combination of greater sales to existing
subscribers, new subscriber growth and favorable foreign currency
exchange rates. Revenue from international operations increased
24% as a result of a strong performance from each of the
international divisions. Excluding the effect of exchange rates,
international revenue increased 20%. Primarily as a result of the
sales increase, operating cash flow of the international
operations increased from $57 million to $76 million, or 33%.
While the gross profit margin declined by approximately 30 basis
points, the international cash flow margin increased from 15.9% to
17.1% due to greater operating leverage of fixed expenses. The
decrease in gross margins was due to changes in initial margins,
product mix, and inventory obsolescence methodology. Excluding the
effect of exchange rates, QVC's international operating cash flow
increased 30%.

Effective May 20, 2005, QVC entered into a $2 billion bank credit
facility. The credit facility is comprised of an $800 million term
loan that was drawn at closing, an $800 million term loan that can
be drawn at any time before September 30, 2006, and a $400 million
revolving loan. All loans are due and payable on May 20, 2010.
QVC's outstanding debt balance was $800 million at June 30, 2005.

                              SEG

SEG's revenue increased 8% to $258 million while operating cash
flow decreased 24% to $47 million. The increase in revenue was
primarily due to an increase of 15.1 million subscription units,
or 9%, from the second quarter of 2004. While SEG experienced a
10% increase in Thematic Multiplex subscription units, which have
lower subscription rates than other SEG services, SEG also saw
increases of 6% in both Starz and Encore units. The increases in
subscription units were due in part to increased participation
with distributors in national marketing campaigns in the second
half of 2004, increased digital penetration and other marketing
strategies.

SEG's operating expenses increased 20%. The increases were due
primarily to higher programming costs, which increased from $133
million for the three months ended June 30, 2004 to $167 million
in 2005, and increases in S,G&A expenses. The programming
increases were due to higher costs per title as a result of new
rate cards for movie titles under certain of its license
agreements that were effective for movies made available to SEG
beginning in 2004. While the higher rate card took effect at the
beginning of 2004, programming expense in the second quarter of
2004 also included the amortization of programming costs related
to movies under the lower rate card in effect prior to 2004 as
SEG's first run exhibition window typically runs 15 to 18 months.
Amortization of programming costs under these lower rate cards was
substantially complete at the end of March 2005. An increase in
the percentage of first-run movie exhibitions utilized (which have
a relatively higher cost per title) as compared to the number of
library product exhibitions utilized in the second quarter of 2005
also contributed to higher programming costs. S,G&A expenses
increased primarily due to an $8 million credit recorded by SEG in
2004 related to the recovery of certain accounts receivable from
Adelphia Communications. These increases were partially offset by
lower sales and marketing expenses as national marketing campaigns
in the second quarter of 2005 were scaled back compared to those
during the same period in 2004.

In the second quarter of 2005, SEG and Comcast renegotiated their
affiliation agreement. The new agreement eliminates Comcast's
packaging commitment for the Encore and Thematic Multiplex
channels (EMP) and provides for a fixed fee payment structure,
with certain CPI adjustments, for EMP through 2009. The agreement
also provides for a guaranteed payment structure for Comcast's
carriage of Starz through 2012 with contractual increases for 2006
and 2007 and annual CPI adjustments for the remainder of the term.
The foregoing payment structure for EMP and Starz may be adjusted
in the event Comcast acquires or disposes of cable systems.
Finally, Comcast has agreed to the elimination of certain future
marketing support commitments from SEG. As a result of this new
agreement, SEG's future revenue from Comcast for its EMP and Starz
products will not be impacted by any increases or decreases in
actual subscribers, except in the case of acquisitions or
dispositions noted above. The terms of the EMP and Starz payment
structures can be extended by Comcast, at its option, for a total
of six years and five years, respectively.

                            Discovery

DCI's revenue of $660 million and operating cash flow of $184
million are 12% and less than 1% ahead of the same period a year
ago, respectively. DCI's affiliated networks reach more than 1.3
billion cumulative worldwide subscribers.

U.S. Networks revenue increased by 8% due to increases in
affiliate revenue. U.S. Networks had a 12% increase in paying
subscribers which, when combined with lower launch support
amortization, led to a 23% increase in net affiliate revenue.
Lower launch support amortization, a contra-revenue item, is the
result of extensions to certain affiliation agreements. Net
advertising revenue was flat as increases in CPM's were offset by
lower ratings and audience delivery at certain networks. Operating
expenses increased 8% due to increases in programming related
expenses, partially offset by sales related expenses. Operating
cash flow increased by 9% to $183 million.

International Networks revenue increased 23% due to increases in
both affiliate and advertising revenue and favorable exchange
rates. Net advertising revenue increased 28% driven by audience
impact growth in the UK combined with advertising revenue
generated by new channels launched in Europe. Net affiliate
revenue increased by 23% due to increases in paying subscription
units in Europe and Asia and international joint venture channels
combined with contractual rate increases in certain markets.
Subscription units increased 42% due to increases in nearly all
regions. Subscription units grew at a faster rate than revenue
primarily due to a disproportionate increase in subscribers in
China which have free carriage. Operating expenses increased 38%
due to the previously announced investment in its Lifestyles
category designed to highlight and strengthen that category.
Operating cash flow decreased 32% due to the increased expenses.
Excluding the effects of exchange rates, revenue increased 20% and
operating cash flow decreased 42%.

Revenue in the Commerce, Education and Other division increased by
27%, principally as a result of a 6% increase in same store sales
and a $3 million, or 59%, increase in revenue at Discovery
Education. Discovery Education revenue increased due to
acquisitions that were made over the past year and an increase in
the number of schools purchasing its products and services.
Operating cash flow decreased 25% primarily due to additional
expenses related to Discovery Education.

DCI's outstanding debt balance was $2.5 billion at June 30, 2005.

                     Outstanding Shares

At June 30, 2005, there were approximately 2.802 billion
outstanding shares of L and LMC.B and 74 million shares of L and
LMC.B reserved for issuance pursuant to warrants and employee
stock options.  At June 30, 2005, there were 22 million options
that had a strike price that was lower than the closing stock
price.  Exercise of these options would result in aggregate
proceeds of approximately $126 million.

Liberty Media Corporation (NYSE: L, LMC.B) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses classified in three
groups; Interactive, Networks and Tech/Ventures.  Our businesses
include some of the world's most recognized and respected brands
and companies, including QVC, Encore, Starz, Discovery,
IAC/InterActiveCorp, and News Corporation.

                        *     *     *

As reported in the Troubled Company Reporter on March 17, 2005,
Standard & Poor's Ratings Services lowered its rating on Liberty
Media Corporation's senior unsecured debt to 'BB+' from 'BBB-',
based on the company's plan to spin off to shareholders its 50%
stake in Discovery Communications Inc. and its 100% ownership of
Ascent Media Group Inc., without a commensurate reduction in
debt.

Ratings have been removed from CreditWatch, where they were placed
with negative implications on Jan. 21, 2005.  At the same time,
Standard & Poor's lowered its other ratings on the company,
including its corporate credit rating, to 'BB+' from 'BBB-'.  The
outlook is stable. Total principal value debt as of Dec. 31, 2004,
was $10.9 billion.

"With this transaction, Liberty and creditors lose a stable,
high-quality, high-growth asset, on the heels of the spin-off in
2004 of the company's international cable TV and related assets,
into which Liberty had transferred significant cash and other
investments," said Standard & Poor's credit analyst Heather M.
Goodchild.


LNR CFL: Fitch Affirms Low-B Ratings on Seven Certificate Classes
-----------------------------------------------------------------
LNR CFL 2004-1 LTD., series 2004-CFL, CMBS resecuritization notes
are upgraded by Fitch as follows:

     -- $10,696,000 class I-1 to 'AAA' from 'A+';
     -- $1,884,000 class I-2 to 'AAA' from 'A';
     -- $3,518,000 class I-3 to 'AAA' from 'A';
     -- $3,161,000 class I-4 to 'AA+' from 'A-';
     -- $3,160,000 class I-5 to 'AA' from 'BBB+';
     -- $3,161,000 class I-6 to 'BBB+' from 'BBB'.

The following classes are affirmed by Fitch:

     -- $3,161,000 class I-7 'BBB-';
     -- $3,673,000 class I-8 'BB+';
     -- $7,827,000 class I-9 'BB+';
     -- $4,698,000 class I-10 'BB+';
     -- $2,611,000 class I-11 'BB+';
     -- $2,610,000 class I-12 'BB+';
     -- $242,972 class I-13 'BB+'.

The rating upgrades are the result of 91.1% paydown in the
underlying transaction.

LNR CFL 2004-1 is collateralized by a portion of class I in SASCO
1996-CFL, which has been affirmed by Fitch.  Classes G and H in
SASCO 1996-CFL are rated 'AAA' and class I is rated 'BB+'.

For more information, see the Fitch press release 'Fitch Affirms
SASCO 1996-CFL,' dated Aug. 11, 2005, located at
http://www.fitchratings.com/


MCI INC: 11 Officers Disposes 40,589 Shares of Common Stock
-----------------------------------------------------------
In separate filings with the Securities and Exchange Commission on
July 22, 2005, eleven officers of MCI, Inc., disclose that they
recently sold or otherwise disposed of their shares of common
stock in the Company:

                                   No. of              Amount of
                                   Shares              Securities
Officer         Designation       Disposed    Price   Now Owned
--------        -----------       --------    -----   ----------
Blakely,        Exec. VP
Robert T.       and CFO             4,266    $25.53     267,805

Briggs,         Pres. -
Fred M.         Op. & Tech.         1,882     25.53     167,696

Capellas,       President and
Michael D.      CEO                22,581     25.53   1,077,014

Casaccia,       Exec. VP,
Daniel L.       Human Resources     1,757     25.53     138,439

Crane,          EVP of Strategy
Jonathan C.     Copr. & Dev.        1,882     25.53     168,401

Crawford,       Pres. - Int'l.
Daniel E.       & Wholesale           351     25.53      83,364

Hackenson,
Elizabeth       EVP, CIO              377     25.53      81,975

Higgins,        EVP of Ethics
Nancy M.        & Bus. Conduct      1,563     25.53     126,504

Huyard,         Pres., US Sales
Wayne           and Service         2,510     25.53     243,925

Kelly,          Exec. VP &
Anastasi, D.    General Counsel     2,039     25.53     196,101

Trent,          SVP Comm. &
Grace Chen      Chief of Staff      1,381     25.53     105,773

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.


MEDICALCV INC: Hires Lurie Besikof as Independent Accountants
-------------------------------------------------------------
MedicalCV, Inc., engaged Lurie Besikof Lapidus & Company, LLP as
its independent registered public accounting firm commencing with
work to be performed in relation to its fiscal quarter ended
July 31, 2005, and in connection with the audit of its financial
statements for the fiscal year ending April 30, 2006.

The report of the Company's independent registered public
accounting firm for fiscal years 2004 and 2005 includes an
explanatory paragraph expressing doubt about the Company's ability
to continue as a going concern.  If the Company is unable to
obtain adequate financing on acceptable terms, it be unable to
continue operations.

MedicalCV, Inc., is a cardiothoracic surgery device manufacturer.
Previously, its primary focus was on heart valve disease. It
developed and marketed mechanical heart valves known as the
Omnicarbon 3000 and 4000.  In November 2004, after an exhaustive
evaluation of the business, MedicalCV decided to explore options
for exiting the mechanical valve business.  The Company intends to
direct its resources to the development and introduction of
products targeting treatment of atrial fibrillation.


MIRANT CORP: Files Second Quarter Financial & Operational Results
-----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates delivered their
quarterly report for the period ending June 30, 2005, to the
Securities and Exchange Commission on Aug. 8, 2005.

The key financial performance factors that have influenced their
results are:

   * continued narrow conversion spreads,

   * the expiration of the transition power agreements, and

   * changes in our accounting for certain coal contracts that
     have given rise to the recognition of the fair value of
     certain coal contracts historically accounted for on an
     accrual basis of accounting.

The Debtors' cash flow from operations improved in the six months
ended June 30, 2005 compared to the same period in 2004.  Their
cash flow provided by operations is $110 million in the six months
ended June 30, 2005 compared to cash used in operations of
$250 million for the same period in 2004.  The primary reason for
improved cash flow from operations is the expiration of the TPAs
in June 2004 and January 2005.  Cash flow from operations also
reflects a decrease in working capital used in the six months
ended June 30, 2005 compared to the same period in 2004.

The Debtors' gross margin is $39 million lower for the three
months ended June 30, 2005, compared to the same period in 2004.
The absence of TPA amortization decreased our gross margin by
$119 million, which is partially offset by TPA settlement losses
in 2004 of $67 million.  Excluding the impact of the TPAs, their
gross margin is $13 million higher in 2005 compared to the same
period in 2004; however, this increase includes $49 million of
unrealized gains, primarily related to coal contracts recorded at
fair value in the second quarter.  Their $36 million decline in
realized gross margin stems from lower generation volumes and
narrower conversion spreads in our North American operations.
This decrease in North America is partially offset by a
$10 million increase in gross margin for our International
operations, largely due to rate increases for our Jamaica
operations and Philippine energy supply business.

The Debtors' gross margin is $95 million lower for the six months
ended June 30, 2005 compared to the same period in 2004 and is due
to many of the same factors cited above.  The absence of TPA
amortization decreased our gross margin by $224 million, which is
partially offset by TPA settlement losses in 2004 of $201 million.
Excluding the impact from the TPAs, our gross margin is
$72 million lower in 2005 compared to the same period in 2004.
This decline in gross margin primarily relates to a $76 million
decline in realized gross margin resulting from lower generation
volumes and narrower conversion spreads in their North American
operations offset by a $4 million increase in unrealized gross
margin.  This decrease in North America is partially offset by a
$17 million increase in gross margin for our International
operations, largely due to rate increases for our Jamaica
operations and Philippine energy supply business.

                      Financial Performance

The Debtors reported operating income of $89 million and
$179 million for the three and six months ended June 30, 2005,
respectively, compared to operating income of $166 million and
$306 million for the same periods in 2004.  The $77 million and
$127 million decreases in operating income,

           Six Months ended June 30, 2005, versus 2004

Gross Margin

The Debtors' gross margin decreased by $112 million for the six
months ended June 30, 2005 compared to the same period for 2004.

   -- Mid-Atlantic operations gross margin increased $31 million
      primarily due to:

      * A decrease of $48 million in realized gross margin
        primarily due to narrower conversion spreads and 16% lower
        generation volumes.  Increased generation capacity in the
        PJM market and higher coal, oil and emissions allowance
        costs resulted in narrower conversion spreads.  In
        addition, milder weather also contributed to lower
        generation volumes.

      * A decrease of $28 million due to lower generation volumes.

      * An increase of $62 million related to higher spot market
        prices for electricity.

      * A decrease of $66 million related to settlement of
        electricity contracts used to economically hedge our
        generation output.

      * A decrease of $13 million resulting from increased
        emissions prices for SO2 and NOx emissions allowances.

      * A decrease of $25 million related to higher unit prices
        for fuel.

      * An increase of $9 million due to higher prices for
        ancillary services.

      * An increase of $12 million due to a net settlement with a
        coal supplier related to rail car transportation schedule
        issues that resulted in lower fuel expense.

      * An increase of $6 million due to the 2005 sale of a power
        option for 2006.

      * A decrease of $6 million related to the settlement of fuel
        contracts used to economically hedge some of our fuel
        purchase requirements.

      * An increase of $79 million related to higher unrealized
        gains from derivative instruments of $9 million in 2005
        compared to unrealized losses of $70 million in 2004.  The
        $9 million gain in 2005 is net of a $6 million loss due to
        the sale of a power option for 2006.  The 2005 gains are
        primarily due to the recognition of the fair value of
        certain coal contracts in the second quarter of 2005 and
        the settlement of unfavorable power hedges in the same
        period, offset by increases in forward electricity prices
        in both periods.  Since the Debtors have fixed price coal
        contracts, they primarily use derivative instruments to
        economically hedge power prices.  The 2004 losses
        primarily relate to power contracts for future periods,
        which economically hedged a portion of the energy price
        risk faced by the Mid-Atlantic operations.

   -- Northeast operations gross margin increased $20 million
      despite a decrease in generation volumes primarily due to:

      * An increase of $8 million in realized gross margin
        primarily due to narrower conversion spreads and 18% lower
        generation volumes being more than offset by gains on
        contracts that they used to economically hedge our
        generation output and fuel costs.

      * A decrease of $20 million due to lower generation volumes.

      * An increase of $40 million related to higher spot market
        prices for electricity.

      * An increase of $22 million related to settlement of
        electricity contracts used to economically hedge our
        generation output.

      * A decrease of $43 million related to higher unit prices
        for fuel.

      * An increase of $15 million due to settlements on contracts
        to economically hedge our fuel costs.

      * An increase of $5 million related to capacity income
        earned under a new RMR contract for our Kendall facility.

      * A decrease of $3 million due to lower capacity prices.

      * A decrease of $9 million due to lower net gains on gas
        sales in 2005 compared to 2004.

      * An increase of $3 million due to the sale of surplus
        emissions allowances.

      * An increase of $12 million related to net unrealized gains
        on derivative instruments.

   -- West operations gross margin decreased $23 million primarily
      due to one of the Debtors' generation facilities no longer
      running under an RMR contract beginning in 2005, as well as
      reduced capacity income at another facility that experienced
      an extended planned outage.  Most of their generating units
      were under RMR contracts in both periods.  Under these
      contracts, revenues are based on a fixed rate of return and
      the units' operating costs.  Significant components of the
      $23 million decrease are:

      * A decrease of $14 million due to the expiration of an RMR
        contract for one of our California generation facilities
        partially offset by a new tolling agreement.

      * A decrease of $13 million due to reduced capacity income
        at one of our facilities as a result of an extended
        planned outage.

      * Non-cash revenue related to the amortization of the TPAs
        decreased by $224 million due to the expiration of one TPA
        in June 2004 and the remaining TPA in January 2005.

   -- Other gross margin increased by $86 million due to:

      * An increase of $201 million primarily relates to lower
        realized losses due to the expiration of the TPAs.
        Realized losses in 2005 were $8 million compared to
        $209 million in 2004;

      * A decrease of $109 million in unrealized gains relating to
        the PPAs with PEPCO.  PPA unrealized gains were $38
        million in 2005 compared to $147 million in 2004 primarily
        because the passage of time decreases the MWh remaining to
        be purchased under the PPA; and

      * A decrease of $6 million primarily due to the realized
        losses relating to the PPAs with PEPCO and realized and
        unrealized gains and losses on electricity contracts used
        to economically hedge the PPAs.

Operating Expenses

The Debtors' operating expenses increased by $26 million for the
six months ended June 30, 2005 compared to the same period in 2004
primarily due to:

   -- A decrease of $23 million in operations and maintenance
      expense resulting from a decrease of $27 million in
      corporate costs allocated to the North America segment in
      2005.  Corporate expenses allocated were $69 million in 2005
      compared to $96 million in 2004.  This decrease is partially
      offset by increases in other operating expenses, including
      $6 million related to environmental remediation and
      maintenance costs.

   -- An increase of $7 million in impairment losses and
      restructuring charges due to an impairment charge of
      $7 million in 2005 relating to suspended construction
      project costs for Wyandotte that are not included in the
      expected sale of those assets.

   -- An increase of $42 million in loss on sale of assets, net
      primarily due to a $21 million loss on the sale of Wyandotte
      and a $7 million loss on the sale of Mint Farm, a suspended
      construction project that we expect to sell in late 2005.
      The gain on sale of assets, net of $15 million in 2004
      resulted from the sale of our remaining Canadian natural gas
      transportation contracts and certain natural gas marketing
      contracts.

                 Liquidity and Capital Resources

The Company and its subsidiaries continue to participate in the
intercompany cash management program for the Mirant Debtors
approved by the Bankruptcy Court and to be parties to the two-year
debtor-in-possession credit facility, dated November 5, 2003.  The
parties to the DIP Facility, including the Company, were in
compliance with the DIP Facility covenants, or had received
affirmative waivers of compliance where compliance was not
attained, as of June 30, 2005.  As of December 31, 2004, the
borrowing base under the DIP Facility was $724 million.  The
borrowing base decreased $48 million in January 2005 due to the
sale of Coyote Springs and will decrease another $37 million
following the consummation of the pending Wrightsville sale.  In
addition, the DIP Facility matures on November 5, 2005.  In the
event that the Mirant Debtors have not emerged from bankruptcy and
satisfied the obligations under the DIP Facility prior to such
date, the Mirant Debtors will either seek an extension of the
maturity date under the DIP Facility or terminate and satisfy the
obligations thereunder.  As of July 31, 2005, there were
$40 million of letters of credit and no borrowings outstanding
under the DIP Facility.

A full text copy of the Quarterly Report is available for free at:

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

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


MORGAN STANLEY: Fitch Holds BB+ Rating on $5.4MM Class H Certs.
---------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Trust's commercial
mortgage pass-through certificates, series 2004-IQ7:

     -- $72.7 million class A-1 at 'AAA';
     -- $70 million class A-2 at 'AAA';
     -- $53 million class A-3 at 'AAA';
     -- $550.5 million class A-4 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-Y at 'AAA';
     -- $29.1 million class B at 'AA';
     -- $22.7 million class C at 'A';
     -- $6.8 million class D at 'A-';
     -- $9.4 million class E at 'BBB+';
     -- $5.4 million class F at 'BBB';
     -- $4.3 million class G at 'BBB-';
     -- $5.4 million class H at 'BB+';
     -- $4.3 million class J at 'BB';
     -- $2.2 million class K at 'BB-';
     -- $2.2 million class L at 'B+';
     -- $2.2 million class M at 'B';
     -- $2.2 million class N at 'B-'.

Fitch does not rate the $7.6 million class O certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the July 2005 distribution
date, the pool has paid down 1.5% to $849.7 million from $863
million at issuance.

Fitch reviewed the credit assessments of the following three
loans: Beverly Center (7.2%); 111 Eighth Avenue (7.1%); and 315
Hudson Street (2.5%).  All three loans maintain investment-grade
credit assessments.  The Fitch-stressed debt service coverage
ratios for Beverly Center, 111 Eighth Avenue, and 315 Hudson
Street as of year-end 2004 were 1.30 times (x), 1.45x, and 2.20x,
respectively, compared with 1.38x, 1.50x, and 1.75x at issuance.
In addition, occupancy at the three properties has been relatively
stable since issuance.

To date, there have been no realized losses and no delinquent or
specially serviced loans.


MORGAN STANLEY: Fitch Rates Six Classes of Certificates at Low-B
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2005-HQ6, commercial mortgage pass-
through certificates are rated by Fitch Ratings:

     -- $121,200,000 class A-1 'AAA';
     -- $318,834,000 class A-1A 'AAA';
     -- $294,875,000 class A-2A 'AAA';
     -- $42,125,000 class A-2B 'AAA';
     -- $111,100,000 class A-AB 'AAA';
     -- $103,000,000 class A-3 'AAA';
     -- $1,060,595,000 class A-4A 'AAA';
     -- $151,514,000 class A-4B 'AAA';
     -- $2,754,054,199 class X-1 'AAA';
     -- $2,672,241,000 class X-2 'AAA';
     -- $175,571,000 class A-J 'AAA'
     -- $24,098,000 class B 'AA+';
     -- $34,425,000 class C 'AA';
     -- $27,541,000 class D 'AA-';
     -- $24,098,000 class E 'A+';
     -- $27,541,000 class F 'A';
     -- $27,540,000 class G 'A-';
     -- $34,426,000 class H 'BBB+';
     -- $30,983,000 class J 'BBB';
     -- $41,311,000 class K 'BBB-';
     -- $10,327,000 class L 'BB+';
     -- $10,328,000 class M 'BB';
     -- $17,213,000 class N 'BB-';
     -- $3,442,000 class O 'B+';
     -- $10,328,000 class P 'B';
     -- $10,328,000 class Q 'B-'.

Classes A-1, A-1A, A-2A, A-2B, A-AB, A-3, A-4A, A-4B, X-2, A-J, B,
C, D, E, and F are offered publicly, while classes X-1, G, H, J,
K, L, M, N, O, P, and Q are privately placed pursuant to rule 144A
of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 177 fixed-rate loans having an aggregate principal
balance of approximately $2,754,054,199, as of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report 'Morgan Stanley Capital I Trust 2005-HQ6,' dated July 21,
2005 and available on the Fitch web site at
http://www.fitchratings.com/


MORLEY GROUP: Case Summary & 34 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: The Morley Group, Inc.
             6201 Corporate Drive, Suite 200
             Indianapolis, Indiana 46278

Bankruptcy Case No.: 05-15773

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      The Morley Group, LLC                      05-15775

Type of Business: The Debtor is Indiana's largest
                  privately held full-service human
                  resource consulting firm.  See
                  http://www.themorleygroup.com/

Chapter 11 Petition Date: August 12, 2005

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  Stewart & Irwin PC
                  251 East Ohio Street, Suite 1100
                  Indianapolis, Indiana 46204
                  Tel: (317) 639-5454

                              Total Assets       Total Debts
                              ------------       -----------
The Morley Group, Inc.            $148,603        $2,519,307
The Morley Group, LLC                 $192        $2,778,954


A. The Morley Group, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Unpaid taxes              $779,684
P.O. Box 44985
Stop SB380
Indianapolis, IN 46244-0985

Michael Morley                Personal loan             $624,179
Sharon Morley
8585 Crownpoint Road
Indianapolis, IN 46278

Indiana Dept. of Revenue      Unpaid taxes               $61,168
100 North Senate Avenue
Room N203 Bankruptcy
Indianapolis, IN 46204

Mark Matkovic                 Accountant services        $27,164

Colony Printing and           Business transaction       $27,027
Labeling, Inc.

Indiana Dept. Workforce       Unpaid taxes               $25,062

Northwestern Financial        Various office             $23,449
Corporation                   equipment and
                              furniture

Advanta Bank Corp.            Business transaction        $5,433

Central Reserve               Business transaction        $4,133

Globus Printing & Packaging   Business transaction        $3,865
Co., Inc.

Unum Life Insurance           Disability for              $3,275
                              employee

Bond International Software   Business transaction        $3,080

Liberty Mutual                Workers Comp                $2,959

North Vernon Plain Dealer     Collections                 $2,705

AICCO, Inc.                   Business transaction        $2,496

Suburban Printing, Inc.       Business transaction        $2,336

Benchmark Graphics, Inc.      Business transaction        $2,166

Custom Cartons, Inc.          Business transaction        $1,914

Lightyear Network Solutions   Business transaction        $1,864
LLC

Western Reserve               Health care                 $1,836
Administration Svcs, Inc.


B. The Morley Group LLC's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------

Fifth Third Bank              Location: 6201          $1,175,085
251 North Illinois Street     Corporate Drive,
Suite 1000                    Indianapolis, IN
Indianapolis, IN 46204        21,000 Square feet
                              2 Story building
                              Purchase date:
                              May 24, 1999

Fifth Third Bank              Accounts receivable       $767,888
251 North Illinois Street
Suite 1000
Indianapolis, IN 46204

U.S. Small Business Admin.    Mortgage                  $662,123
429 North Pennsylvania St.
Suite 100
Indianapolis, IN 46204-1873

Fifth Third Bank              Accounts receivable        $99,605

Marion County Treasurer       Unpaid property            $37,480
                              taxes

Mark Matkovic                 Accountant services        $12,952

Colony Printing & Labeling,   Business transaction        $8,712

Globus Printing & Packaging   Business transaction        $7,750

Havel Brothers                Business transaction        $1,620

Citizens Gas                  Utility Bill                $1,540

Indianapolis Power & Light    Utility bill                $1,412
Co.

Muzak                         Business transaction        $1,147

Indianapolis Power & Light    Utility bill                $1,121
Co.

Dave West                     Yard work                     $520


NATIONAL BEDDING: Moody's Rates Planned $410MM Facilities at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to National Bedding
Company, LLC's (d/b/a Serta Mattress Company) proposed $410
million first lien secured credit facilities (comprised of a $50
million revolver and a $360 million term loan ) and a B3 rating to
its proposed $160 million second lien term loan.  In addition,
Moody's assigned a B1 to Serta's corporate family rating (formerly
known as the senior implied rating).

The rating action reflects the company's raised risk profile given
a significant increase in leverage to support the $830 million
buyout by affiliates of Ares Management LLC and Teachers' Private
Capital.  The ratings outlook is stable.  The ratings assigned are
subject to the receipt of final documentation with no material
changes to the terms as originally reviewed by Moody's.

Proceeds from the two credit facilities will fund the acquisition
of Serta and the refinancing of its existing debt (plus related
transaction fees).  The $50 million revolver is expected to be
substantially undrawn at closing.  If the transaction is completed
as proposed, Moody's will withdraw its ratings on Serta's existing
senior secured credit facilities (Ba3).

The ratings reflect the sizable increase in Serta's adjusted*
financial leverage associated with the proposed transaction.
Based on LTM June 2005 adjusted EBITDA of more than $90 million,
Serta'a leverage will increase to 5.9x from 3.3x.  Specifically,
the higher debt burden will limit the company's ability to respond
to unexpected negative business developments, including economic
and competitive threats or costs related to the ongoing
transformation of its legacy Sleepmaster plants.

The legacy Sleepmaster plants have improved since National Bedding
acquired them, but continue to underperform the legacy National
Bedding plants, although the performance difference between the
two is decreasing.  The company's limited financial flexibility is
a significant risk factor, given market share losses from its
legacy Sleepmaster plants and increasing fuel costs.  Further,
Moody's is concerned that Serta's large debt levels could
constrain its ability to enter new product categories or
distribution channels that may offer higher growth and profit
opportunities in addition to restraining the company's ability to
shift its product mix to higher end mattresses.

Despite these risks, Moody's recognizes the benefits that flow
from the transaction, which include the significant equity
contribution by Ares and Teachers, retention of the existing
management team, and the after tax cash flow benefits.  In
addition, the ratings are supported by management's achievements
in repositioning the business to focus on product development and
operating efficiencies.  Serta's strong operating momentum with
the launch of its Fire Blocker product in all mattresses, as well
as its new International Touch and Kool Foam products, both of
which sell at high price points, are a direct result of these
strategies.

Ongoing support for the ratings is maintained by:

   * Serta's strong brand recognition through its counting sheep
     campaign;

   * strong distribution channels (Serta has exclusive
     arrangements with approximately 400 retailers);

   * leading market share; and

   * by the fundamental long-term stability of the bedding
     industry.

Serta and two other major bedding manufacturers, Simmons (B2,
stable) and Sealy (B1, stable), comprise nearly two-thirds of all
wholesale sales.  While consumers can defer mattress purchases in
the short term, replacement bedding accounts for about two-thirds
of industry sales.  Additional volume can come from an aging
population with increased disposable income and more second homes,
greater awareness of quality and brand by mattress consumers, and
a growing general population.  Additional ratings support comes
from Serta's national presence and somewhat variable cost
structure.

The stable ratings outlook reflects Moody's expectation that Serta
will maintain its recent operating gains in coming periods with
the continued support of its Fire Blocker product launch and new
higher end mattresses, but that substantial debt reduction could
be impeded by the under performance of legacy Sleepmaster plants,
although such performance is improving, and other efficiency
initiatives.  Notwithstanding the strong performance suggested by
first two quarter sales and profit increases, the ratings are
weakly positioned at the current rating categories based on the
company's significant increase in leverage.

However, continued operating momentum and concurrent working
capital discipline that allows for rapid deleveraging (below 4.5x)
in addition to maintaining double digit EBIT margins and
increasing interest coverage to around 2.5x could result in
positive rating actions in the coming periods.  The current rating
levels allow for only a small cushion for significant one-time
costs associated with the company's product initiatives and
business efficiency plans.

Ratings could be lowered if the company's performance does not
continue to improve, experiences weakened credit metrics such as
leverage increasing beyond 6.0x, EBIT margins falling below 10%
due to longer-term competitive, or operating issues or changing
strategic priorities could result in unfavorable rating actions.
Negative rating actions could also be possible if Serta made an
unexpected debt financed acquisition of the remaining Serta
franchisees.

The B1 rating on Serta's first lien senior secured credit
facilities reflects their priority in the capital structure as
supported by parent holding company and domestic subsidiary
guarantees and collateral pledges comprising substantially all of
the assets of the borrower and guarantors (including capital
stock) and 65% of the capital stock of foreign subsidiaries.
Because of these benefits, in addition to the strong asset
coverage provided by tangible assets and the enterprise value
benefits associated with Serta's strong brand name and the first
lien representing the preponderance of funded debt, the ratings on
the first lien facilities are rated at the same level as the
corporate family rating.  The final credit agreement is
anticipated to contain customary limitations, a 75% excess cash
flow sweep (subject to financial performance measures), and
financial covenants governing maximum leverage, minimum interest
coverage, and maximum capital expenditures.

The B3 rating on Serta's proposed second lien senior secured
credit facility reflects its junior position in the capital
structure, its contractual and effective subordination to a
material amount of first lien senior secured indebtedness, and
Moody's expectations that the facilities would have a low recovery
rate in a distressed scenario.  The subsidiaries guaranteeing the
first lien bank credit facility will also guarantee the second
lien credit facility.  The second lien credit facility is secured
by the same security as the first lien credit facility but on a
second priority security interest basis.

The final credit agreement is expected to restrict:

   * additional indebtedness;
   * dividends;
   * investments;
   * liens;
   * asset sales;
   * affiliate transactions;
   * mergers and acquisitions; and
   * financial covenants governing maximum leverage.

The intercreditor agreement provides for a 180 day standstill
arrangement.

These ratings have been assigned:

   * $50 million first lien senior secured revolving credit
     facility, due 2010, rated at B1;

   * $360 million first lien senior secured term loan, due 2011,
     rated at B1;

   * $160 million second lien senior secured term loan, due 2012,
     rated at B3;

   * Corporate Family Rating, rated at B1.

Outlook is stable.

National Bedding Company, based in Hoffman Estates, Illinois, is a
major manufacturer of mattresses under the Serta brand name.  Net
sales for the LTM ended June 2005 approximated $642 million.

*In accordance with Moody's Global Standard Adjustments, Serta's
results were adjusted to capitalize operating leases.  In
addition, Serta'a historical results were adjusted to reflect the
discontinuance of certain operating expenses.


NEENAH FOUNDRY: Earns $3.4 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Neenah Foundry Company filed its Quarterly Report on Form 10-Q for
the three-month period ended June 30, 2005, with the Securities
and Exchange Commission on Aug. 11, 2005.

For the three months ended June 30, 2005, Neenah Foundry reports a
$3,451,000 net income on $145,685,000 of net sales.

At June 30, 2005, Neenah Foundry's balance sheet showed:

      Total Current Assets            $163,074,000
      Total Assets                     418,146,000
      Total Current Liabilities        107,902,000
      Total Liabilities                404,124,000
      Total stockholders' equity        14,022,000

                      Lawsuit Settlement

The Company was involved in a litigation matter related to a
proposed sale of one of its subsidiaries.  The Company agreed to
pay $6,500 in cash within seven business days in order to settle
the dispute.  This amount has been accrued in the June 30, 2005
financial statements.

                       Credit Facility

On July 28, 2005, the Company amended its bank Loan and Security
Agreement.  Six principal changes were made to the Credit
Facility:

     (i) the revolving loan commitment under the Credit Facility
         was increased from $70,000 to $92,085 (provided, however,
         that the outstanding aggregate amount of revolving loans,
         letters of credit and term loans provided under the
         Credit Facility may not exceed the revolving loan
         commitment at any time);

    (ii) the interest rates applicable to revolving loans and
         term loans were reduced;

   (iii) the maturity of the Credit Facility was extended by one
         year, to Oct. 8, 2009;

    (iv) the Company was provided additional flexibility to pay
         deferrable interest on its outstanding 13 % Senior
         Subordinated Notes due 2013 and to make repayments,
         prepayments, redemptions and repurchases of the
         Subordinated Notes;

     (v) the Company was authorized to sell Mercer Forge
         Corporation and/or Gregg Industries, Inc., subject to
         certain conditions; and

    (vi) the principal financial covenant in the Credit Facility
         was revised in a manner that is more favorable to the
         Company than before.

The Credit Facility bears interest at rates based on the lenders'
Base Rate, as defined in the Credit Facility, or an adjusted rate
based on LIBOR.  Availability under the Credit Facility is based
on various advance rates against the Company's accounts receivable
and inventory.  Amounts under the revolving credit facility may be
borrowed, repaid and reborrowed subject to the terms of the
facility.

At June 30, 2005, the Company had approximately $40,200
outstanding under the revolving credit facility, which includes
$13,800 borrowed on June 30, 2005, for an interest payment due
July 1, 2005, and approximately $17,400 outstanding under the term
loan facility.  No portion of the term loan, once repaid, may be
reborrowed.

Substantially all of the Company's wholly owned subsidiaries are
co-borrowers with the Company under the Credit Facility and are
jointly and severally liable with the Company for all obligations
under the Credit Facility, subject to customary exceptions for
transactions of this type.

In addition, NFC Castings, Inc., the Company's immediate parent,
and the remaining wholly owned subsidiaries of the Company jointly
and severally guarantee the Company's obligations under the Credit
Facility, subject to customary exceptions for transactions of this
type.

The borrowers' and guarantors' obligations under the Credit
Facility are secured by a first priority perfected security
interest, subject to customary restrictions, in substantially all
of the tangible and intangible assets of the Company and its
subsidiaries.

The senior secured notes, and the guarantees in respect thereof,
are equal in right of payment to the Credit Facility, and the
guarantees in respect thereof.  The liens in respect of the senior
secured notes are junior to the liens securing the Credit Facility
and guarantees thereof.

Voluntary prepayments may be made at any time on the term loan
borrowings or the revolving borrowings upon customary prior
notice.  Prepayments on the term loan borrowings may be made at
any time without premium or penalty unless a simultaneous
reduction of the revolving loan commitment amount is being made or
if any such reduction of the revolving loan commitment amount has
been made previously.  Reductions of the revolving loan commitment
are subject to certain premiums specified in the Credit Facility.
Mandatory repayments are required under certain circumstances,
including a sale of assets or the issuance of debt or equity.

The Credit Facility requires the Company to observe certain
customary conditions, affirmative covenants and negative covenants
including financial covenants.   The Credit Facility also contains
events of default customary for these types of facilities,
including, without limitation, payment defaults, material
misrepresentations, covenant defaults, bankruptcy and a change of
ownership of the Company, NFC or ACP Holding Company, NFC's
immediate parent.  At June 30, 2005, the Company is in compliance
with existing bank covenants.

            Exploration of Potential Sale Transaction

On July 29, 2005, the Company and its indirect parent company, ACP
Holding Company, disclosed that it has engaged Citigroup Global
Markets Inc. to assist it in exploring the potential sale or
merger of the Company or a significant portion of its assets or
capital stock.  Although there have been preliminary contacts with
a number of potential purchasers, the process is in its early
stages, no sale agreement has been reached and there can be no
assurance as to whether, and if so when or at what price,
structure and other terms and conditions, a transaction may occur.
The Company undertakes no obligation to make any further
announcement with respect to this process unless
and until its Board of Directors has approved a definitive
transaction.

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

                         *     *     *

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


NETEXIT INC: Court Conditionally Approves Disclosure Statement
--------------------------------------------------------------
The Honorable Randolph Baxter of the U.S. Bankruptcy Court for the
District of Delaware conditionally approved the adequacy of the
First Amended and Restated Disclosure Statement explaining the
First Amended and Restated Liquidating Plan of Reorganization
filed by Netexit, Inc., and its debtor-affiliates.  Judge Baxter
conditionally approved the Disclosure Statement on Aug. 8, 2005.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Plan to creditors and solicit
their votes in favor of the Plan.

Judge Baxter will convene a final approval hearing for the
Debtors' Disclosure Statement at 10:00 a.m., on Sept. 13, 2005.

As reported in the Troubled Company Reporter on Aug. 3, 2005, The
Amended Plan provides for the liquidation and distribution of
all of the Debtors' assets to all holders of Allowed Claims.
Except as otherwise agreed, Allowed Administrative Claims, other
than Professional Fee Claims, and Allowed Priority Claims will be
paid in full on or after the Effective Date.

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

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

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

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

Objections to the final approval of the Amended Disclosure
Statement, if any, must be filed and served by Sept. 6, 2005.

Objections to the Amended Plan, if any must be filed and served by
Sept. 6, 2005.  Judge Baxter will convene a confirmation hearing
to consider the merits of the Plan at 10:00 a.m., on Sept. 13,
2005.

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


NVE INC: Taps Murnane Brandt as Special Litigation Counsel
----------------------------------------------------------
NVE Inc. asks the U.S. Bankruptcy Court for the District of New
Jersey for permission to employ Murnane Brandt as its special
litigation counsel.

The Debtor is a defendant in more than 114 wrongful death and
personal injury actions pending throughout the country.  The
Debtor wants to hire Murnane Brandt because its experience in
handling wrongful death and personal injury actions and because
the Firm is familiar with the litigation pending against the
Debtor.

Steven J. Kirsch, Esq., Murnane Brandt partner, discloses the
Firm's hourly bill rates:

      Professional/Designation     Hourly Rate
      ------------------------     -----------
      Steven Kirsch                       $220
      Andrew T. Shern                     $175
      Thomas J. Norby                     $175
      Debra Filteau                       $175
      Timothy M. Peters                   $175
      Susan Docherty                      $175
      Robert W. Murnane                   $175
      Paralegals                          $100

To the best of the Debtor's knowledge, Murnane Brandt is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, NVE Pharmaceuticals, Inc., NVE Enterprises, NVE
Enterprises, Inc., manufactures dietary supplements.  The Debtor
is facing lawsuits about its weight-loss products which contain
the now-banned herbal stimulant, ephedra.  The Debtor filed for
chapter 7 liquidation proceeding on August 10, 2005 (Bankr. D.
N.J. Case No. 05-35692).  When the Debtor filed for chapter 7, it
listed $10,966,522 in total assets and $14,745,605 in total debts.


OFFSHORE LOGISTICS: Amends Senior Note Consent Solicitation
-----------------------------------------------------------
Offshore Logistics, Inc. (NYSE: OLG) amended the terms of its
solicitation of consents from the holders of its 6-1/8% Senior
Notes due 2013) to waivers under and amendments to the indenture
under which the Notes were issued.

After discussions with holders of a majority in principal amount
of the outstanding Notes, who have indicated that they intend to
deliver their consent, the Company has amended the terms of the
consent solicitation as follows:

   -- The Expiration Date (as defined in the Consent Solicitation
      Statement dated July 26, 2005, has been extended to 5:00
      p.m., New York City time, today, Aug. 15, 2005.

   -- The consent fee payable to holders of Notes as of 5:00 p.m.,
      New York City time, on July 25, 2005 that have delivered
      (and not revoked) valid consents on or prior to the
      Expiration Date has been increased to $6.25 per $1,000
      principal amount of Notes.

   -- In the event that the Company does not comply with the
      financial reporting covenants and related compliance
      certificate and auditors' statement covenants on or before
      Nov. 15, 2005, and elects to pay on or before the third
      business day following such date an additional fee to
      consenting holders in an amount equal to $2.50 per $1,000
      principal amount of Notes in respect of which consents have
      been delivered (and not revoked), the Company would have
      until Dec. 15, 2005, to comply with the financial reporting
      covenants and the compliance certificate and auditors'
      statement covenants in the indenture.  In addition, if the
      Company does not comply with the financial reporting
      covenants and related compliance certificate and auditors'
      statement covenants on or before Dec. 15, 2005, and elects
      to pay on or before the third business day following such
      date a further additional fee to consenting holders in an
      amount equal to $2.50 per $1,000 principal amount of Notes
      in respect of which consents have been delivered (and not
      revoked), the Company would have until Jan. 16, 2006, to
      comply with the financial reporting covenants and the
      compliance certificate and auditors' statement covenants in
      the indenture.  In the event that the Company does not
      comply with the financial reporting covenants and related
      compliance certificate and auditors' statement covenants on
      or before Nov. 15, 2005 (or, at the election of Offshore
      Logistics and upon the payment of an additional fee
      described above, until December 15, 2005 or January 16,
      2006, as applicable), the Trustee or the holders of at least
      25% in principal amount of the outstanding Notes may declare
      all of the Notes due and payable immediately.

All other material terms of the consent solicitation remain
unchanged.

                           Waiver

The Company intends to seek a waiver of its revolving credit
facility and a term loan under which an affiliate of Offshore
Logistics is borrower and Offshore Logistics is a partial
guarantor to provide Offshore Logistics until Nov. 15, 2005, (or,
at the election of Offshore Logistics and upon the payment of a
fee, until December 15, 2005 or January 16, 2006, as applicable)
to comply with the covenants in those instruments requiring the
delivery of financial information.  As previously announced, until
the Company complies with the financial reporting covenants in the
indenture, it intends to publicly disclose selected financial
information periodically.

The consent solicitation is conditioned upon the satisfaction of
certain conditions, including the consent of the holders of at
least a majority in principal amount of the outstanding Notes and
the execution of a supplemental indenture.  A more comprehensive
description of the consent solicitation and its terms and
conditions can be found in the Consent Solicitation Statement, as
supplemented by the Supplement to Consent Solicitation Statement
dated Aug. 9, 2005, and the Second Supplement to Consent
Solicitation Statement dated Aug. 11, 2005.

The Company has retained Goldman, Sachs & Co., to serve as the
Solicitation Agent and Global Bondholder Services Corporation to
serve as Information Agent for the consent solicitation.  Requests
for documents may be directed to Global Bondholder Services
Corporation by telephone at (866) 873-7700 (toll-free) or (212)
430-3774 or in writing at 65 Broadway, Suite 704, New York, NY
10006, Attention: Corporate Actions.  Questions regarding the
solicitation of consents may be directed to Goldman, Sachs & Co.,
at (800) 828-3182 (toll free) or (212) 357-7867 (collect),
Attention: Credit Liability Management Group.

Offshore Logistics, Inc., is a major provider of helicopter
transportation services to the oil and gas industry worldwide.
Through its subsidiaries, affiliates and joint ventures, the
Company provides transportation services in most oil and gas
producing regions including the United States Gulf of Mexico and
Alaska, the North Sea, Africa, Mexico, South America, Australia,
Russia, Egypt and the Far East.  The Company's Common Stock is
traded on the New York Stock Exchange under the symbol OLG.

                         *     *     *

As reported in the Troubled Company Reporter on June 21, 2005,
Moody's placed the ratings for Offshore Logistics, Inc., under
review for possible downgrade following the company's inability to
file its March 31, 2005, Form 10-K by the June 15, 2005,
requirement and as a result it's in violation of the financial
reporting covenant under the senior notes indenture.  Though the
underlying business appears to be largely unaffected by this
event, the filing delay is the result of the company's previously
disclosed Board of Directors' and SEC investigation into payments
made in a foreign country.  The Audit Committee of the Board of
Directors has retained outside counsel to fully investigate this
matter as well as to expand the investigation to other foreign
offices of OLG.

The initial impact to the company has been the termination of the
former president of its Air Logistics affiliate and the
resignation of the CFO, both of whom have been replaced.  While
the company has previously disclosed it findings thus far had not
had a material impact on reported financial statements, the
investigation is still ongoing, and therefore prevents the company
from filing its 10-K.


ORMET CORP: Files Unfair Labor Practice Charge Against USWA
-----------------------------------------------------------
Ormet Corp. filed an unfair labor practice charge with the
National Labor Relations Board against the United Steelworkers of
America's International Union, reports Carole Vaporean at Reuters.

Ms. Vaporean relates that the company complains against the
union's refusal to provide information pertaining to financial
analysis and ways the union has implemented work restructuring,
contracting out, workplace training, temporary employee and health
care changes at other companies.

Union representative Denny Longwell told Reuters that the charge
is "another attempt by Ormet to distort the truth."  He said that
the company's request is quite extensive.

Ormet and the Union has only met once in July to discuss labor
agreement which falls way below the U.S. Bankruptcy Court for the
Southern District of Ohio's twice a week requirement.

As previously reported in the Troubled Company Reporter on Aug 11,
2005, the United Steelworkers said that the union is outraged at
Ormet Corporation's decision to withhold property taxes owed to
Monroe County for the second half of 2005.  The union expressed
that the company's failure to meet its tax obligation will cause
further harm in a community already reeling from the effects of an
eight-month unfair labor practice strike at Ormet's two facilities
in Hannibal.

"Ormet walked on its debts and obligations to our members when the
company sprinted to bankruptcy court, and now the company is
trying to steal from the loyal taxpayers of Monroe County," said
USW District 1 Director David McCall.  "Our Union is unequivocally
dedicated to making sure Ormet pays for mistreating our members,
our families and our communities."

             Union Questions MatlinPatterson Role

The USW also revealed that investment fund MatlinPatterson,
currently Ormet's largest shareholder, has been linked to several
companies that have, like Ormet, disputed tax assessments.

Duke Energy challenged the assessed value of three power plants in
Mississippi in 2004 at the same time it was finalizing the sale of
the plants to KGen Partners, a subsidiary of MatlinPatterson.

Huntsman Chemical Corp. negotiated a $105 million reduction in the
appraised value of four chemical plants in Jefferson County, Texas
in July 2004.  MatlinPatterson held two seats on the board of
directors and a 49.9 percent equity stake in Huntsman at the time.

NRG Energy sued the town of Milford, Connecticut in May 2004,
claiming the town's appraisal of the Devon Power Station facility
was too high.  MatlinPatterson was the largest shareholder in NRG.

"MatlinPatterson and Ormet are attempting to turn a profit by
turning their backs on the communities that built those mills,"
McCall said.  "Ormet's workers and retirees deserve better, and so
do their children and grandchildren, who will bear the brunt of
the county's lost revenue."

In March, Ormet asked the Monroe County Board of Revisions to
reduce the appraised value of its property by more than $30
million.  The matter is scheduled to be taken up at an Aug. 16
hearing.

About 1,300 members of USW Locals 5724 and 5760 have been on
strike against Ormet for unfair labor practices at Ormet's
aluminum reduction and rolling facilities in Hannibal since
Nov. 22, 2004, when the company unilaterally implemented wage and
benefit reductions.

Headquartered in Wheeling, West Virginia, Ormet Corporation
-- http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.  The Company's
chapter 11 plan was confirmed by the Court in April 2005.  Under
the confirmed Plan, Ormet was authorized to break labor contracts,
which resulted in conflicts with the United Steeworkers of
America.


PARAGON AUTO: Fitch Cuts Rating on Class B Notes to B
-----------------------------------------------------
Fitch Ratings downgrades the Paragon Auto Receivables Owner Trust
2000-A transaction:

Paragon Auto Receivables Owner Trust 2000-A

   -- Class B notes to 'B' from 'BBB-'.

The rating downgrade is due to weak asset performance and credit
enhancement that is insufficient to cover ongoing expenses and
additional losses.


PEACE ARCH: Discloses $2 Million Private Equity Placement
---------------------------------------------------------
Peace Arch Entertainment Group Inc. disclosed to the Securities
and Exchange Commission the arm's length private placement of
4,347,825 units of its Preference Shares for $2 million at a
subscription price of $0.46 per Unit, each Unit consisting of one
convertible preference share and one preferred share purchase
warrant.

The Units will separate at Closing.  Each preference share will
carry a 10% cumulative annual dividend and will be convertible at
any time into one common share of the Company on a one for one
basis, subject to customary adjustments, for no additional
consideration.  Each warrant will be exercisable into one
preference share of the Company at an exercise price of $0.50 per
share for a period of 48 months from Closing, which preference
share will carry a 10% cumulative annual dividend and will be
convertible at any time into one common share of the Company on a
one for one basis, subject to customary adjustments, for no
additional consideration.

As the transaction on a non-diluted basis under TSX rules
represents the issuance of approximately 41.5%, which is more than
25% of the outstanding shares of the Company on a non-diluted
basis, the Company obtained shareholder approval of the
transaction.

The Company has called a Special Meeting of Shareholders to be
held August 24, 2005 to amend the Company's articles to provide
voting rights to the holders of the Company's preference shares.
In the interim, Mr. Gary Howsam, CEO of the Company, has agreed to
enter into a voting trust agreement with the placees whereby the
placees will have the right to vote all common shares beneficially
owned by Mr. Howsam until articles of amendment are filed
attaching voting rights to the preference shares.

The net proceeds of the Offering will be used by the Company to
fund working capital requirements and for general corporate
purposes.

Based in Toronto, Vancouver, Los Angeles and London, England,
Peace Arch Entertainment Group Inc. -- http://www.peacearch.com--  
together with its subsidiaries, is an integrated company that
creates, develops, produces and distributes film, television and
video programming for worldwide markets.

                       Going Concern Doubt

The company has undergone substantial financial restructuring and
requires additional financing until it can generate positive cash
flows from operations.  While the company continues to maintain
its day-to-day activities and produce films and television
programming, its working capital situation is severely
constrained.  Furthermore, the company operates in an industry
that has long operating cycles, which require cash injections into
new projects significantly ahead of the delivery and exploitation
of the final production.  These conditions cast substantial doubt
on the company's ability to continue as a going concern.

Equity has been reduced by 30% from a CDN$2,802,000 equity as of
Feb. 28, 2005, from a CDN$3,416,000 equity at Feb. 29, 2004.


PETER ROMANOFSKY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Peter Romanofsky, Inc.
        dba Dunkin' Donuts
        dba Baskin Robbins
        53 Howard Street
        P.O. Box 3140
        Newark, New Jeresy 07103-0314

Bankruptcy Case No.: 05-36081

Type of Business: The Debtor is a Dunkin' Donuts franchisee.

Chapter 11 Petition Date: August 12, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Daniel J. Yablonsky, Esq.
                  Yablonsky & Associates LLC
                  1430 Route 23 North
                  Wayne, New Jersey 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
CIT Small Business Lending       Business loan        $1,100,000
Corporation
1 CIT Drive
Livingston, NJ 07039

Peter Romanofsky                                        $269,934
53 Howard Street
Newark, NJ 07103

Constantine Romanofsky                                  $100,000
85 Ocean Avenue
Staten Island, NY 10305

Wells Fargo                                             $100,000
Wells Fargo Card Services
P.O. Box 6426
Carol Stream, IL 60197-6426

RKC Management Realty, Inc.                              $60,000
100 West 57th Street #7-0
New York, NY 10010

PNC Bank                                                 $42,500
P.O. Box 747032
Pittsburgh, PA 15274-7032

Philrock Company, LLC                                    $40,000
524 North Avenue
New Rochelle, NY 10801

Ironbound Bank Div RCSB                                  $31,550
36 Pacific Street
Newark, NJ 07105

MBNA America                                             $31,320
P.O. Box 15019
Wilmington, DE 19886-5019

Capital One FSB                                          $26,480
P.O. Box 85184
Richmond, VA 23285-5184

Dunkin Brands                                            $25,000
130 Royall Street
Canton, MA 02021

Mid Atlantic Distribution                                $20,000
Center, Inc.
P.O. Box 788
Westhampton, NJ 08060

Hitachi Capital America Corp.                            $18,000
21925 Network Place
Chicago, IL 60673-1229

American Express                                         $16,871
P.O. Box 360002
Fort Lauderdale, FL 33336-0002

American Express                                         $14,849
P.O. Box 360002
Fort Lauderdale, FL 33336-0002

LIPA                                                     $14,429
P.O. Box 9083
Melville, NY 11747

Sears National Bank                                      $13,910
P.O. Box 182156
Columbus, OH 43218-2149

Citibank                                                 $10,190
P.O. Box 6062
Sioux Falls, SD 57117

Home Depot Commercial                                    $10,000
P.O. Box 105981
Department 51
Atlanta, GA 30353-5981

Citibank                                                  $7,806
P.O. Box 6062
Sioux Falls, SD 57117


PLASTECH ENGINEERED: Moody's Reviews Low-B Debt Ratings
-------------------------------------------------------
Moody's Investors Service is reviewing the debt ratings of
Plastech Engineered Products, Inc. for possible downgrade.  The
review is prompted by indications that Plastech has offered to
acquire Collins & Aikman Corp., which is currently operating under
bankruptcy court protection, in a transaction valued at
$1.0 billion.  Though it is uncertain at this point whether the
offer will result in an actual transaction, Moody's will consider
Plastech's interest in pursuing such an offer in light of the
continued difficult operating environment for automotive
suppliers.

The ratings under review for possible downgrade are:

Plastech Engineered Products, Inc.:

   * Corporate Family rating at B1
   * First-lien Senior Secured bank credit facility rating at B1
   * Second-lien, Senior Secured term loan facility rating at B2

Moody's has maintained a Negative outlook on Plastech's B1
corporate family rating in consideration of the company's high
level of financial leverage and the continued operating pressures
that the company faces as a producer of automotive components.
With the prolonged weakness in the North American automotive
industry and Plastech's heavy concentration of revenues with Big-3
OEM's, the company's top line growth could come under pressure.

At the same time, Plastech faces margin pressures as a result of
sustained high resin costs.  In the current challenging
environment, the incremental financial and operating risks
associated with any additional acquisition activity could
adversely affect the company's ratings.  These risks are
accentuated in relation to any acquisition of Collins & Aikman's
businesses, given the likely need for significant restructuring
which could prolong weak financial metrics at Plastech even if
market conditions were to strengthen.  While an acquisition of the
Collins & Aikman businesses would add significant scale to
Plastech and could be strategically beneficial over time, the
incremental risks associated with the company's pursuit of such an
acquisition require a review of the current ratings.

Moody's review will consider Plastech's business and financial
outlook with and without the proposed Collins & Aikman
acquisition.  The effects of the current adverse business
environment in the auto components sector on Plastech's earnings
and cash flow will be considered in relation to the company's
continued high debt load.  The rating review will also consider
the company's ongoing progress in containing costs and generating
cash flow to reduce the debt incurred to fund the February 2004
acquisition of LDM Technologies (the company has repaid
approximately $50 million of debt during 2005).  To the extent
that the company's offer to acquire Collins & Aikman's businesses
moves forward, the review will consider the structure and
financing of the proposed transaction and the implications for
Plastech's ongoing financial metrics.

Plastech, headquartered in Dearborn, Michigan, is a leading
designer and manufacturer of primary plastic automotive components
and systems for OEM and Tier I customers.  These components and
systems incorporate injection-molded plastic parts, blow-molded
plastic parts, and a small percentage of metal components.  These
are used for interior, exterior and under-the-hood applications.
Annual revenue exceeds $1 billion.


PLYMOUTH RUBBER: Committee Wants Deloitte Financial as Consultant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Plymouth Rubber
Company, Inc., and Brite-Line Technologies, Inc., asks the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for authority to employ Deloitte Financial Advisory
Services, LLP, as its consultants and advisors, nunc pro tunc to
July 10, 2005.

Deloitte Financial will:

    (a) assist the Committee in connection with its assessment of
        the Debtors' cash and liquidity requirements, as well as
        Debtors' financing requirement;

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

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

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

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

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

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

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

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

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

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

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

    (m) provide such other related services as may be requested in
        writing by the Committee and as agreed to by Deloitte
        Financial.

Sheila T. Smith, a principal at Deloitte Financial, discloses that
the Firm will bill the Debtors' at the lesser of:

    (1) 65% of the professionals' current standard hourly rates;
        or

    (2) an aggregate $295 per hour for all professionals and
        support staff.

The Firms professionals bill:

         Designation                     Hourly Rate
         -----------                     -----------
         Partner/Principal/Director      $390 - $488
         Senior Manager                     $377
         Manager                            $325
         Senior Associate                   $244
         Associate                          $195
         Staff                              $146
         Paraprofessional                   $100

Mrs. Smith assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$1 million to $50 million in assets and debts.


PRD LP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: PRD, L.P.
        8833 Gross Point Road, Suite 209
        Skokie, Illinois 60077

Bankruptcy Case No.: 05-31862

Chapter 11 Petition Date: August 12, 2005

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Gobierno Municipio de San Lorenzo             $237,318
Apartado 1289
San Lorenzo, PR 00754

Mesirow Financial Inc.                        $234,312
Customer FBO
Clifford Lee Gunter
A/C 88712691
1628 Kenyer Drive
Naperville, IL 60565

Mesirow Financial Inc.                        $227,384
Customer FBO
Steven R. Russo IRA 887657
4534 West Irving Park Road
Chicago, IL 60641

Valcarcel Construction, Inc.                  $210,000
RR#2 Buzon 1716
San Juan, PR 00928

Estate of Reuben Feinberg                     $208,866
c/o Mr. Paul Goldberg
1 South Wacker Drive, #800
Chicago, IL 60606

Jacob Kiferbaum                               $184,537
Kiferbaum Construction Corp.
790 Estates Drive
Deerfield, IL 60015

Joel and Roslyn Linderman                     $174,740
847 West Beverly Boulevard, #101
Los Angeles, CA 90048

Bernard and Gwen Golan                        $147,830
250 South Ocean Boulevard, #LPHH
Boca Raton, FL 33432

Arthur Clamage                                $120,630
9515 Hamlin
Evanston, IL 60203

Arnold Horwitz                                $105,214
6400 North Cicero #507
Lincolnwood, IL 60712

Ilene Horwitz                                 $105,214
6400 North Cicero #507
Lincolnwood, IL 60712

Wayne and Tiffany Andrea III                  $104,712
145 Century Oaks Drive
Barrington, IL 60010

Gregory and Cathy Goldman                     $104,433
3 Dexter Row
Charlestown, MA 02129

David and Marla Russo                         $103,816
11 Wood Creek Road
Barrington, IL 60010

Lionel and Joyce Axelrod                      $103,447
1521 Sumter Court
Lake Zurich, IL 60047

Scott, Gordon, Horewitch & Pidgeon             $89,806
601 Skokie Boulevard, Suite 1A
Northbrook, IL 60062

Diane Tesler                                   $86,890
161 East Chicago
Chicago, IL 60611

Super Asphalt Corp.                            $77,082
P.O. Box 1849
Guaynabo, PR 00970

Gail Rothstein                                 $58,225
6007 North Sheridan Road, #21D
Chicago, IL 60660

Sheri Bulwa                                    $52,607
6400 North Cicero, #507
Lincolnwood, IL 60712


PRECISION TOOL: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Precision Tool, Inc.
        50 East 200 North
        Hyrum, Utah 84319

Bankruptcy Case No.: 05-32391

Chapter 11 Petition Date: August 11, 2005

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Joseph M. Chambers, Esq.
                  Harris, Preston & Chambers
                  31 Federal Avenue
                  Logan, Utah 84321
                  Tel: (435) 752-3551
                  Fax: (435) 752-3556

Total Assets: $425,501

Total Debts:  $2,270,344

Debtor's 6 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
LCA                                             $397,259
P.O. Box 70297
Chicago, IL 60673-0297

Banc One Leasing                                $324,651
fka NBD Equipment Finance
Department 771102
Detroit, MI 48277-1102

General Electric Capital                        $309,093
P.O. Box 3083
Cedar Rapids, IA 52406-3083

Cache Valley Bank                               $248,000
Attn: N. Georges Daines
101 North Main
Logan, UT 84321

US Bankcorp Leasing                              $99,106

Cache Valley Bank                                $50,000


PROCESS TUBE: Case Summary & 110 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Process Tube Systems, Inc.
        aka E.M. Micro Plumbing
        aka Gas Tech
        9025 Southwest Hillman Court #3132
        Wilsonville, Oregon 97070

Bankruptcy Case No.: 05-39325

Type of Business: The Debtor provides custom equipment,
                  solutions, and fixed analytical systems
                  for the delivery of process gas and
                  chemicals.  See http://www.process-tube.com/

Chapter 11 Petition Date: August 9, 2005

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: Vincent A. Deguc, Esq.
                  Law Office of Vincent A. Deguc
                  Hall Street Station,
                  4550 Southwest Hall Boulevard
                  Beaverton, Oregon 97005

Total Assets: $3,165,831

Total Debts:  $3,960,837

A full-text copy of the Debtor's List of 110 Largest Unsecured
Creditors is available for a fee at:

     http://www.researcharchives.com/bin/download?id=050812010558


PROPEX FABRICS: Names Edmund Stanczak, Jr., as President & CEO
--------------------------------------------------------------
Propex Fabrics Inc. has named Edmund A. Stanczak, Jr., as the
Company's President and Chief Executive Officer, effective
tomorrow, Aug. 16, 2005.  Mr. Stanczak was also elected to fill a
vacancy as director of Propex Fabrics Inc. effective as of the
same date.

Propex Board Chairman George W. Henderson III said that Stanczak's
broad- based executive career with extensive experience in
manufacturing and international operations were key factors in the
board's unanimous decision.  "Ed has an outstanding 34 year track
record of creating value in a number of larger corporations as
well as smaller entrepreneurial ventures," he said.  "He is the
ideal person to address the challenges and opportunities we face
in the future, and we have a great deal of confidence in him."

Prior to joining Propex Fabrics, Mr. Stanczak was the Group Vice
President and General Manager of the Environmental Technologies
division of Engelhard Corporation, the world's largest provider of
catalytic emissions coatings to the stationary and motor vehicles
market, with group revenues of over $800 million.

A native of Fort Wayne, Indiana, Mr. Stanczak earned a BS degree
in engineering from Princeton University and has an MBA from
Wright State University.  Prior to Engelhard, he was the President
and Chief Operating Officer at Vaungarde Incorporated, and also
has held senior level executive positions at Armada Tube Group and
HBI Automotive Glass L.P.  Earlier in his career, Mr. Stanczak
served as the Director of Fabrication Technology and as a Plant
Manager with Libbey Owens Ford Company, and as a Plant Manager
with Phelps Dodge Magnet Wire Corporation.

Propex is the world's largest producer of primary and secondary
carpet backing, and a leading manufacturer and marketer of
polypropylene synthetic fabrics used in a variety of other
industrial applications.

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2005,
Moody's Investors Service assigned a Speculative Grade Liquidity
Rating of SGL-3 to Propex Fabrics Inc.  The SGL-3 rating reflects
Moody's expectation that operating cash flow, combined with cash
balances, and availability under its secured revolving credit
facility should be adequate to cover capital needs over the coming
year.  Moody's believes the company will maintain a modest cushion
under its financial covenant tests for the next twelve months.  In
addition, the company does not enjoy any meaningful sources of
alternate liquidity.

The senior implied of Propex Fabrics is B3.  Moody's said the
rating outlook is stable.


REVLON INC: Equity Deficit Widens to $1.1 Bil. in Second Quarter
----------------------------------------------------------------
Revlon, Inc., (NYSE: REV) reported results for the second quarter
and six months ended June 30, 2005.  For the quarter, net sales
advanced approximately 1% versus year-ago to $318 million, and
Adjusted EBITDA advanced approximately 2% to $24 million.

Net loss in the quarter narrowed slightly to $36 million compared
with a net loss of $39 million in the second quarter of 2004.  The
Company also disclosed two strategic growth initiatives, designed
to significantly accelerate top-line growth and further build the
Company's position in the mass-market color cosmetics category.

Commenting on the results of the quarter, Revlon President and
Chief Executive Officer Jack Stahl stated, "We are very pleased
with our results in the second quarter and the progress we
continue to make to strengthen our brands, our relationships with
our retail partners, and our organization."

The Company indicated that one of the initiatives, focused on the
Almay brand, is designed to capitalize on unmet consumer needs for
simplicity and healthy beauty and builds on the inherent strengths
of the Almay brand and the dramatic success achieved this year
with the Almay Intense i-Color Collection.

"We have listened to our consumers and have developed a completely
new experience for the Almay consumer that addresses her busy
lifestyle, need for simplicity, and desire for personalization,"
stated Stephanie Peponis, Executive Vice President and Chief
Marketing Officer at Revlon.  The second initiative is focused on
the more mature cosmetics consumer segment, which is a large and
growing demographic group currently underserved by existing
cosmetics offerings.  "We have developed a full range of products
specifically for this important group of women, who have told us
that their current products no longer work for them.  To address
this, we are introducing the ideal cosmetics system, products and
shades for her changing skin," continued Ms. Peponis.

Mr. Stahl continued, "I am delighted with the strong indications
of support we are receiving on these initiatives from our retail
partners, and I believe the announcements today underscore our
focus on growth.  At the same time, we are also very focused on
reducing our costs and executing against our previously disclosed
operating margin objective.  We believe that our strong top-line
outlook, coupled with our operating margin potential, positions us
well to achieve our objective of long-term profitable growth and
value creation."

Commenting specifically on the Company's outlook for 2005 and
beyond, Mr. Stahl stated, "For 2005, we expect that these
initiatives will have a very positive impact on our revenues,
while not having a meaningful positive or negative impact on
Adjusted EBITDA.  As it relates to 2006, we expect strong top-line
performance and related significant investment spending behind the
new initiatives, resulting in our expecting solid Adjusted EBITDA
growth for the year.  Based on the progress we have made over the
past several years and our plans going forward, we expect our
earnings momentum to accelerate beyond 2006, fueled by both our
growing top line and our operating margin improvement
opportunities."

                     Second Quarter Results

Net sales in the second quarter of 2005 advanced approximately 1%
to $318.3 million, compared with net sales of $316.1 million in
the second quarter of 2004.  Excluding the impact of favorable
foreign currency translation, net sales in the quarter were down
approximately 1%.

In North America, net sales declined 4% to $198.3 million, versus
$206.8 million in the second quarter of 2004.  This performance
primarily reflected lower licensing revenues stemming from a
$5 million prepayment of minimum royalties from a licensee that
benefited the second quarter of 2004.  Also impacting the
comparison were lower shipments of base products, partially offset
by strength of new products and a reduction in returns and
allowances.

In International, net sales grew 10% to $120.0 million, versus
$109.3 million in the second quarter of 2004. This performance
reflected growth in each of the Company's international regions,
as well as the benefit of favorable foreign currency translation.
Excluding the favorable impact of foreign currency translation,
International net sales advanced approximately 5% versus year-ago.

The Company narrowed its operating loss in the quarter to
$0.3 million, versus an operating loss of $1.8 million in the
second quarter of 2004.  This improvement largely reflected the
growth in net sales and lower brand support, partially offset by
the impact of the aforementioned licensing benefit in the year-ago
period and higher general and administrative expenses, including
upfront development costs associated with the initiatives.

Adjusted EBITDA in the second quarter advanced 2% to
$24.2 million, compared with Adjusted EBITDA of $23.7 million in
the second quarter of 2004.  This performance was driven by
largely the same factors as those that impacted the operating
income comparison.

Net loss in the second quarter was $35.8 million compared with a
net loss of $38.9 million in the second quarter of 2004.  Cash
flow used for operating activities in the second quarter of 2005
was $39.2 million, compared with cash flow used for operating
activities of $64.5 million in the second quarter of 2004.

In terms of U.S. marketplace performance, according to ACNielsen,
the color cosmetics category for the quarter advanced 2.8% versus
the same period last year.  For the first six months of 2005, the
category advanced 2.2% versus year-ago.  Combined share for the
Revlon and Almay brands advanced 0.5 share points versus year-ago
to 22.3% in the second quarter.  The Revlon brand registered a
share of 15.7% for the quarter, compared with 16.0% in the second
quarter of 2004, while the Almay brand advanced to 6.6% for the
quarter, compared with 5.7% in the year-ago period.  For the first
six months, combined market share advanced 0.2 share points versus
year-ago to 22.2%.  Revlon brand share for the six months was
15.7%, versus 16.1% in the first six months of 2004, while Almay
share was 6.5%, versus 5.8% in the year-ago period.

In other categories, the Company gained market share in the
quarter and six months in hair color and beauty tools, while
market share was essentially even for anti-perspirants/deodorants.

                        Six-Month Results

For the first six months of 2005, net sales declined approximately
1% to $619.2 million, compared with net sales of $624.5 million in
the same period last year.

In North America, net sales of $392.5 million for the first
six months were down approximately 5% versus net sales of
$412.7 million in the same period last year.  In International,
net sales of $226.7 million advanced 7% in the first six months of
2005, versus net sales of $211.8 million in the year-ago period.
Excluding the favorable impact of foreign currency translation,
International net sales for the six-month period grew 3% versus
year-ago.

For the first six months of 2005, the Company generated an
operating loss of $2.4 million, versus operating income of
$18.3 million in the first six months of 2004. Adjusted EBITDA in
the first six months of 2005 was $45.9 million, compared with
Adjusted EBITDA of $68.2 million in the first six months of 2004.

Net loss was $82.6 million, or $0.22 per diluted share, in
the first six months of 2005, compared with a net loss of
$97.1 million, or $0.42 per diluted share, in the first six months
of 2004.  Cash flow used for operating activities in the first six
months of 2005 was $46.8 million, compared with cash flow used for
operating activities of $100.1 million in the first six months of
2004.

                      More Detailed Outlook

The Company indicated that the positive net sales impact
anticipated from the initiatives in 2005 is approximately
$50 million, which includes an estimated $40 million to
$50 million of incremental returns provisions associated with the
launch.  The Company expects that the combined incremental net
sales potential of the two initiatives for the full year of 2006
could be well in excess of double the benefit that it expects to
realize in 2005.

For 2005, the positive net sales impact of the initiatives is
expected to be essentially offset by accelerated amortization,
currently estimated to be approximately $10 million to
$15 million, associated with certain retail display fixtures, as
well as various upfront expenses related to the launch, including
development and marketing-related expenses.  As previously
indicated, the Company expects that the initiatives will not have
a meaningful positive or negative impact to Adjusted EBITDA for
the year.

The Company expects its performance in the third quarter of 2005
to include the impact of much of the anticipated incremental
provision for returns, while performance in the fourth quarter
would benefit from the incremental shipments associated with the
launch.  Given the magnitude of the initiatives, the Company also
expects the first quarter of 2006 to benefit from incremental
initial shipments associated with the launch.

From a cash flow perspective and assuming the initiatives begin
shipping in the fourth quarter of 2005 as planned, working capital
is expected to increase during the second half of the year and
return to more normalized levels in relation to sales during the
second quarter of 2006.  In addition, the Company expects to
increase its investment in permanent displays in 2005 and 2006, in
order to execute the initiatives.

In connection with the initiatives, the Company indicated that it
intends to increase to $185 million its previously announced
commitment to issue $110 million of equity by March 31, 2006.  The
Company reiterated its commitment to use the proceeds of $110
million of the equity offering to reduce debt, with the balance
available for general corporate purposes.  The Company also
announced that it intends to conduct a proposed debt financing to
raise approximately $75 million in the third quarter of 2005, to
help fund investments in the initiatives.

To the extent that the equity issuance is less than $185 million,
MacAndrews & Forbes, the Company's principal shareholder, has
agreed to back-stop the issuance by purchasing such additional
equity as necessary to ensure that the Company raises the full
$185 million.  MacAndrews & Forbes has also agreed to extend the
term of the Company's existing line of credit, which has current
availability of $87 million, through the planned equity issuance
to be consummated by March 31, 2006.

Revlon Inc. is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/ Corporate and
investor relations information can be accessed at
http://www.revloninc.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

As of June 30, 2005, Revlon's equity deficit widened to
$1.1 billion from a $1.02 billion deficit at Dec. 31, 2004.


RHODES INC: Great American Launches Going-Out-of-Business Sale
--------------------------------------------------------------
Great American Group, one of the nation's premier asset management
firms, will commence store-closing sales for Atlanta-based Rhodes,
Inc.  Rhodes operates home furnishing showrooms under the names
John M. Smyth's Homemakers and Rhodes Furniture.

A total of 14 stores (John M. Smyth's Homemakers, 6 stores; Rhodes
Furniture, 8 stores) will be closed in Louisville, Kentucky; St.
Louis, Missouri; and surrounding Chicago, Illinois locations.
Separately, the remaining Rhodes locations will be purchased by
Great American Group and Rhodes Acquisition, LLC.

"Great American Group and our joint-venture partners (Zimmer-
Hester and Professional Sales & Consulting) are pleased to be
selected to manage this process.  We look forward to providing
customers with great values on high-quality furniture for every
room in their home," stated Jeff Yellen, President of Great
American Group, Furniture Division.

Customers will be able to take advantage of great discounts off
home furnishings for the entire home, including: entertainment
centers, home office systems, bedroom furniture, living and dining
room sets, sectional furniture, and much more.  Sales will begin
immediately at some locations and in the coming weeks at the
remaining locations.

Great American Group -- http://www.greatamerican.com/-- provides
asset management services to North America's most successful
retailers, distributors, manufacturers, and healthcare facilities.
Their well-established services center on turning excess assets
into immediate cash through strategic store closings and
wholesale, industrial, and healthcare liquidations and auctions.
With over 30 years of liquidation experience, Great American Group
has successfully completed over 1,000 transactions.  Headquartered
in Los Angeles, Great American Group also has offices in Chicago,
Boston, New York, and Atlanta.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing 14 stores).  The Company
and two of its debtor-affiliates filed for chapter 11 protection
on Nov. 4, 2004 (Bankr. N.D. Ga. Case No. 04-78434).  Paul K.
Ferdinands, Esq., and Sarah Robinson Borders, Esq., at King &
Spalding represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
estimated less than $50,000 in assets and more than $10 million in
total debts.


RITE AID: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Rite Aid
Corp. to negative from stable.  Ratings on the Harrisburg,
Pennsylvania-based drug retailer, including the 'B+' corporate
credit rating, were affirmed.

"The outlook revision is based on concerns over continued poor
sales trends in Rite Aid's pharmacy business and that credit
protection measures are likely to deteriorate if the company is
unable to reverse the negative sales trend," said Standard &
Poor's credit analyst Diane Shand.  The company's same-store sales
have been well below its major competitors since June 2004.

The ratings reflect the challenges Rite Aid faces in improving
operations at its drugstores amid intense competition.  They also
reflect the company's significant debt burden and thin cash flow
protection.

Although Rite Aid is a dominant player in the drugstore chain
industry, ranking third in terms of units, credit protection and
profitability measures are weak because of previous management's
poor execution of a rapid growth strategy and increased
competition.  After stabilizing operations from fiscal 2000
through the first half of fiscal 2005, the company's operating
results have declined for the past three quarters.  It is likely
that the operating margin will be flat to down slightly for all of
fiscal 2006, given its current poor sales performance.

Rite Aid's same-store sales have been weak since June 2004.
In part, the soft sales are attributed to a growing number of
uninsured consumers, the United Auto Workers' mandatory mail
program, and decreases in some states' Medicaid reimbursement
rates.  All of these factors could slow growth rates.

However, it is likely that the company is facing competitive
incursions, as CVS Corp. and Walgreen Co. are generating solid
increases in pharmacy same-store sales.  Rite Aid's sales trends
are expected to improve in the near term due to easier
comparisons, and it has completed the integration of its new
pharmacy systems that will improve customer service.

Rite Aid needs to continue taking aggressive steps to improve
store execution and operating efficiencies, as its profitability
measures are significantly below those of its chief rivals,
Walgreen and CVS.  Rite Aid's operating margin was 6% in the 12
months ended May 31, 2005, compared with Walgreen's operating
margin of 10.1% in the 12 months ended May 31, 2005, and
CVS' margin of 9.5% in the 12 months ended June 28, 2005.


RONNIE GREEN: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Ronnie Jackie Green & Amie Adams Green
         1650 Springfield Road
         Roswell, New Mexico 88201

Bankruptcy Case No.: 05-16399

Chapter 11 Petition Date: August 11, 2005

Court: District of New Mexico

Judge: James S. Starzynski

Debtor's Counsel: Arin E. Berkson, Esq.
                  Moore & Berkson, P.C.
                  P.O. Box 216
                  Albuquerque, New Mexico 87103
                  Tel: (505) 242-1218

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Jennie Behles, Esq.                                     $250,000
P.O. Box 7070
Albuquerque, NM 87194

Internal Revenue Service                                $190,000
Special Procedures-MS 5012 PX
P.O. Box 21126
Philadelphia, PA 19114

The Bell Group                                          $170,000
7500 Bluewater Road Northwest
Albuquerque, NM 87121

Bonito Land and Livestock                               $170,000

Countrywide Home Loans                                  $150,000

Seaton Consulting                                        $55,000

Glenn Reuffer                 Value of security:         $40,000
                              $35,000

J. Robert Beauvais, Esq.                                 $27,000

Dick Taylor, CPA                                          $6,500

William L. Lutz, Esq.                                     $5,500

Americredit                   Value of security:          $2,500
                              $5,000


RUFUS INC: Wants to Hire Logan & Company as Claims Agent
--------------------------------------------------------
Rufus, Inc., asks the Honorable Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Logan and Company, Inc., as its claims and noticing agent.

Logan and Company is a data processing firm that specializes in
noticing, claims processing and other administrative tasks in
chapter 11 cases.  The Debtor believes that Logan and Company will
expedite service of notices, streamline the claims administration
process and permit the Debtor to focus more effectively on its
reorganization efforts.

Logan and Company is expected to:

   (a) prepare and serve required notices in the Debtor's
       chapter 11 case, including:

       1) a notice of commencement of the Debtor's chapter 11
          case and the initial meeting of creditors under
          Section 341(a) of the U.S. Bankruptcy Code;

       2) a notice of the claims bar date;

       3) notices of objections to claims;

       4) notices of any hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

       5) other miscellaneous notices as the Debtor or the Court
          may deem necessary or appropriate for an orderly
          administration of the Debtor's chapter 11 case;

   (b) file with the Clerk's Office an affidavit of service,
       within 10 business days after the service of a particular
       notice, that includes:

       1) a copy of the notice served;

       2) an alphabetical list of persons on whom the notice was
          served, along with their addresses; and

       3) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtor's case;

   (d) maintain official claims registers in the Debtor's case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information for
       each claim or interest asserted:

       1) the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

       2) the date the proof of claim or proof of interest was
          received by Logan and the Court;

       3) the claim number assigned to the proof of claim or proof
          of interest; and

       4) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers as requested by the Clerk's Office;

   (g) maintain a current mailing list for all entities that have
       filed proofs of claim or proofs of interest and make those
       list available upon request to the Clerk's Office or any
       party-in-interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtor's case without charge during regular business hours;

   (i) record all transfers of claims pursuant to Bankruptcy
       Rule 3001(e);

   (j) comply with the applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders and
       other requirements;

   (k) provide temporary employees to process claims, as
       necessary;

   (l) promptly comply with any further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe; and

   (m) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtor.

Kathleen M. Logan, the President of Logan and Company, Inc.,
discloses the current hourly rates of professionals who will work
in the engagement:

      Designation/Work                   Hourly Rate
      ----------------                   -----------
      Principal                              $270
      Court Testimony                        $300
      Statement & Schedule Preparation       $200
      Account Executive Support              $185
      Public Website Design & Maintenance    $185
      Programming Support                    $150
      Project Coordinator                    $125
      Data Preparation Analysis              $100

The Debtor believes that Logan and Company, Inc., is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,
dog food, supplies and accessories.  The Debtor also operates a
chain of six retail stores in the Northeastern United States.  The
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its bankruptcy proceeding.  When the
Debtor filed for protection from its creditors, it listed
$1.8 million in total assets and $12.7 million in total debts.


SAINT VINCENTS: Court Grants Interim OK on $6.7 Mil. DIP Facility
-----------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S Bankruptcy Court
for the Southern District of New York approved, on an interim
basis, the terms of Saint Vincents Catholic Medical Centers of New
York and its debtor-affiliates DIP Loan Agreement with the
Dormitory Authority of the State of New York.

As reported in the Troubled Company Reporter on August 8, 2005,
DASNY and the HUD offered a $14 million bail out to the Debtors.
DASNY and the HUD will advance, on behalf of SVCMC, amounts
sufficient to pay the debt service payments on the Mortgage Notes
due on the first day of each month from August 2005 until January
2006:

     $6,765,721 will be advanced in the form of a term loan from
                DASNY; and

     $7,620,364 will be advanced by the HUD through releases from
                a Depreciation Reserve Fund that will not take
                the form of loan.
   ------------
    $14,386,088 Total funds to be received by SVCMC

The interim approval allows DASNY to release to the Debtors the
first two installments under the Loan, totaling $2,287,022.

All of the borrowings under the DASNY DIP Loan Agreement will have
the status of a superpriority administrative expense claim in the
Debtors' Chapter 11 Cases, having priority over any and all
administrative expenses, junior only to Healthco-4 LLC's
superpriority administrative expense claim under the HFG DIP Loan
Agreement and the $300,000 carve-out.

The Debtors irrevocably appoint DASNY during the term of the DASNY
DIP Facility as their lawful attorney-in-fact to execute and file,
on their behalf, financing statements or continuation statements
as to the security interests granted to DASNY in the Collateral in
any appropriate public office.

The Court will convene a hearing to consider approval of the DASNY
Final Financing Order on September 7, 2005 at 2:30 p.m.

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


SATELITES MEXICANOS: Judge Drain Dismisses Involuntary Petition
---------------------------------------------------------------
The Honorable Judge Robert D. Drain of the U.S Bankruptcy Court
for the Southern District of New York, Manhattan Division, entered
an order:

   -- dismissing the involuntary chapter 11 case filed against
      Satelites Mexicanos, S.A. de C.V. aka Satmex;

   -- granting the preliminary injunction against Satmex's
      creditors.

                   Involuntary Chapter 11 Case

As previously reported in the Troubled Company Reporter on
Aug. 5, 2005, the Debtor is the subject of an involuntary
chapter 11 petition filed by a group of secured and unsecured
noteholders with the U.S. Bankruptcy Court for the Southern
District of New York on May 25, 2005.

The petitioning creditors are members of an Ad Hoc Committee of
holders of Satmex's Senior Secured Floating Rate Notes due 2004
and 10-1/8% Senior Notes due 2004.  The Ad Hoc Noteholders
Committee and the Ad Hoc Bondholders Committee collectively hold
more than $385 million of Satmex's outstanding debt.

The Debtor and the group of petitioning secured and unsecured
noteholders agreed that the noteholders will withdraw their
involuntary chapter 11 petition upon the commencement of the
Sec. 304 proceeding.

The Bank of New York is the indenture trustee under the indenture
governing Satmex's 10-1/8% Senior Notes due 2004, and Citibank,
N.A., is indenture trustee under the indenture governing Satmex's
Senior Secured Floating Rate Notes due 2004.

Wilmer Cutler Pickering Hale and Dorr LLP and Akin Gump Strauss
Hauer & Feld LLP represent the noteholders.  Evercore Partners is
the financial advisor to the Senior Secured Floating Rate
Noteholders.  Chanin Capital Partners is the financial advisor to
the 10-1/8% Senior Noteholders.

                     Preliminary Injunction

The Court has enjoined all parties, including creditors and all
governmental units, from initiating and continuing any action or
proceeding against Satmex or its assets.

The Court has also restricted the Petitioning Creditors -- whether
part of the Ad Hoc Committees or individually with other creditors
of Satmex -- to file a new involuntary petition against Satmex
under Section 303 of the Bankruptcy Code from the Effective Date
until Jan. 31, 2006.

Satmex will provide a written restructuring proposal to the
counsel of the Ad Hoc Committees and Citibank:

   (a) on or before Oct. 31, 2005, if Satmex obtained concurrence
       from the Conciliator appointed in the Concurso Proceeding;
       or

   (b) on or before Nov. 30, 2005, whether or not Satmex obtained
       concurrence from the Conciliator.

Satmex will also provide detailed written financial reports,
including income statements, balance sheets, and cash flow
statements, to the counsel of the Ad Hoc Committees and Citibank.
The first financial report for the month of August 2005 is due on
Sept. 16, 2005.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP in
New York, tells the Court that, under the Settlement Agreement,
Satmex will pay:

   (a) $125,000 each to the advisors for the Ad Hoc Committees for
       the period from May 25, 2005, to Aug. 8., 2005, for the
       reasonable and documented fees and expenses; and

   (b) $75,000 each to the advisors for the Ad Hoc Committees as
       advance payment for the reasonable and documented fees and
       expenses that may be incurred for the month of August 2005.

The preliminary injunction relief will expire at 5:00 p.m. on
Oct. 19, 2005.  A hearing to consider the continuation of the
injunction will be held at 10:00 a.m. on Oct. 19, 2005, in Room
610, U.S. Bankruptcy Court for the Southern District of New
York, One Bowling Green, located in New York.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V. --
http://www.satmex.com/-- is the leading provider of fixed
satellite services in Mexico and is expanding its services to
become a leading provider of fixed satellite services throughout
Latin America.  Satmex provides transponder capacity to customers
for distribution of network and cable television programming and
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice and
video applications, as well as satellite internet services.  The
Debtor is an affiliate of Loral Space & Communications Ltd., which
filed for chapter 11 protection on July 15, 2003 (Bankr. S.D.N.Y.
Case No. 03-41710).  Some holders of prepetition debt securities
filed an involuntary chapter 11 petition against the Debtor on May
25, 2005 (Bankr. S.D.N.Y. Case No. 05-13862).  The Debtor, through
Sergio Autrey Maza, the Foreign Representative, Chief Executive
Officer and Chairman of the Board of Directors of Satmex filed an
ancillary proceeding on Aug. 4, 2005 (S.D.N.Y. Case No. 05-16103).
Matthew Scott Barr, Esq., Luc A. Despins, Esq., Paul D. Malek,
Esq., and Jeffrey K. Milton, Esq., at Milbank, Tweed, Hadley &
McCloy LLP represent the Debtor.  When the Debtor filed an
ancillary proceeding, it listed $900,000,000 in assets and
$688,000,000 in debts.


SEDONA CORP: Borrows $250,000 More for Working Capital Needs
------------------------------------------------------------
Sedona Corporation and William Rucks, executed a binding Term
Sheet whereby Mr. Rucks agreed to provide the Company with
$1 million of working capital financing.

The executed Term Sheet provides for the Investor to lend the
Company $1 million in two tranches of $250,000 each and one
Tranche of $500,000.

On July 1, 2005, the Investor lent the Company the initial
$250,000.  On August 2, 2005, the Investor lent the Company the
second tranche of $250,000.  The Term Sheet provides that the
Investor will lend the Company the third Tranche of $500,000 on or
before September 29, 2005, subject to the Company meeting certain
conditions.

As evidence of the Loan, the Company is obligated to issue to the
Investor a convertible note.  The Convertible Notes will mature
and are payable 24 months after the date of each Loan, unless
converted.  The Company is required to use the proceeds from each
tranche to pay the Company's existing obligations in this order of
priority:

   (1) the Internal Revenue Service for any payroll, withholding
       and other employee taxes;

   (2) any state revenue department for which payroll, withholding
       or other employee taxes are due;

   (3) any state revenue department for any sales or use taxes
       owed by the Company;

   (4) proper parties to satisfy any ERISA, pension or benefit
       obligations;

   (5) proper parties and employees to satisfy any wage, current
       severance obligations, WARN Act or other employee related
       expenses;

   (6) proper parties to satisfy any outstanding environmental
       claims, demands, enforcement actions or judgments;

   (7) federal and state authorities for taxed based on income and
       for franchise taxes' and eighth, payment to accounts
       payables and expenses incurred in business operations.

The Convertible Notes will bear interest on the principal
outstanding at a rate of 8% per year due annually in arrears from
the date of the Convertible Notes until the earlier of maturity or
the date upon which the unpaid balance is paid in full or is
converted into shares of common stock.  The Investor may, at his
option, at any time after each Loan, elect in writing to convert
all or a designated part of the unpaid principal balance, together
with the accrued and unpaid interest, of each Convertible Note
into Shares.  The number of Shares into which the principal may be
converted is equal to $0.18 per share.  The number of Shares
issuable upon conversion of the $1 million principal balance of
the Convertible Notes is 5,555,555.  Accrued and unpaid interest
may be paid in cash or, at the election of the Investor, in Shares
at a conversion price of $0.18 per share.  The conversion price
for principal will be protected by full-ratchet anti-dilution,
with the exemption of stock options issued to the Company's
employees and directors only.

In the event the Company's cash position increases to a
significant level due to increased business activity, a legal
settlement, or additional equity investment, the Company, after 30
days written notice, may elect to prepay the principal amount of
the Convertible Notes, plus interest, in cash, at any time,
without penalty, in the event the Investor does not elect in
writing to convert all or a designated part of the principal
amount of the Note to equity during the 30 day notice period.

As additional consideration, the Investor will be granted one
four-year warrant for every two converted Shares.  The exercise
price of the warrant will be $0.30 per share.

Under the provisions of the Term Sheet, the Investor also has the
right to assign all or any part of the Convertible Notes to
related entities controlled by the Investor or to Independent
Third Parties.  The Investor is strictly prohibited from selling
any Shares until all funding obligations due under the Term Sheet
are fulfilled.  The expiration date of 525,266 stock purchase
warrants issued to Investor from prior financings with the Company
shall be extended for a period of 12 months.

SEDONA(R) Corporation (OTCBB: SDNA) is the leading technology and
services provider that delivers verticalized Customer Relationship
Management solutions specifically tailored for the small to mid-
sized business market. Utilizing SEDONA's CRM solutions, community
and regional banks, and insurance companies can effectively
identify, acquire, foster, and retain loyal, profitable customers.

As of March 31, 2005, Sedona Corporation's stockholders' deficit
widened to $5,053,000 compared to a $4,258,000 deficit at
Dec. 31, 2004.


SPECTRUM/GRANDVIEW: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Spectrum/Grandview Pines LLC
        P.O. Box 11045
        Montgomery, Alabama 36111

Bankruptcy Case No.: 05-32347

Chapter 11 Petition Date: August 12, 2005

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Derek F. Meek, Esq.
                  Burr & Forman LLP
                  P.O. Box 830719
                  Birmingham, Alabama 35283-0719
                  Tel: (202) 251-3000

Total Assets:   $920,909

Total Debts:  $2,031,781

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
General Electric Capital      Grandview Pines         $1,989,155
BAF Corporation               Shopping Center
10900 Northeast 4th Street    3700 Block of
Suite 500                     Alabama Highway 14
Bellevue, WA 98004            Millbrook, Elmore
                              County, Alabama
                              Value of security:
                              $895,000

Azar, Parker & Gill           2004 Accounting               $950
4228 Lomac Street             fees
Montgomery, AL 36106

ATC Air Conditioning          Repairs                       $765
P.O. Box 70368
Montgomery, AL 36107

Grassbusters                  Landscaping                   $500
P.O. Box 397
Wetumpka, AL 36092

D. Coleman Yarbrough          Legal fees                    $412
2860 Zelda Road
Montgomery, AL 36106


STRUCTURED ASSET: Fitch Affirms BB+ Rating on $67.2MM Certificates
------------------------------------------------------------------
Fitch Ratings affirms Structured Asset Securities Corp.'s
multiclass pass-through certificates, series 1996-CFL:

     -- $39.4 million class G at 'AAA';
     -- $48.0 million class H at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $67.2 million class I at 'BB+'.

Classes J and P are not rated by Fitch, and classes A through F
have paid in full.

The affirmations reflect the increased subordination from
issuance, offsetting the increasing concentrations of the pool.

The transaction has paid down 91.1% since issuance to $169.2
million from $1.9 billion at issuance.  The largest loan
represents 12.4% of the pool, and the top five loans represent
34.5%.  In addition, 19.3% of the pool is considered a Fitch Loan
of Concern.  These include the specially serviced loans, and loans
with low debt service coverage ratios and occupancies.

Currently, there are two loans being specially serviced (14.4%).
The larger specially serviced loan is collateralized by the
largest loan in the pool, the Kmart Distribution Center (12.4%)
located in Ocala, FL. The loan is expected to return to the master
servicer.  The second specially serviced loan is a real estate
owned property located in Moses Lake, WA (2.0%).  The property was
formerly occupied by Kmart, who rejected the lease and vacated.
The property remains vacant and is being listed for sale.  Losses
are expected; however, they are anticipated to be absorbed by the
NR class.


TEAM HEALTH: Earns $12.1 Million of Net Income in Second Quarter
----------------------------------------------------------------
Team Health, Inc., reported results for its second quarter ended
June 30, 2005.

The Company reported net earnings of $12.1 million in the second
quarter of 2005 versus a net loss of $55.9 million in the second
quarter of 2004.  The 2004 results included an impairment loss
provision of $65.8 million to reduce the carrying value of
goodwill associated with the Company's military staffing business.
Net revenue less provision for uncollectibles excluding military
staffing revenues increased 12.9% or $25.1 million.  Military
staffing revenue declined $23.3 million between periods as a
result of the military re-contracting its healthcare staffing
contracts beginning in the second quarter of 2004.  Same contract
revenue less provision increased 14.5% or $26.1 million, to
$205.7 million in the second quarter of 2005 from $179.7 million
for the same period of 2004.  Overall, total revenue less
provision in the second quarter of 2005 increased 0.7% to $257.7
million from $256.0 million in the same period in 2004.

Net earnings for the six months ended June 30, 2005 were
$30.1 million compared to a loss of $56.0 million for the six
months ended June 30, 2004.  Included in the financial results for
the six months ended June 30, 2005, is a reduction in professional
liability reserves related to prior years of $7.6 million.  The
financial results for the six months ended June 30, 2004 include
approximately $16.0 million of pretax refinancing costs and
compensatory bonus expenses associated with a refinancing of the
Company's capital structure as well as the impairment loss
provision in the amount of $65.8 million.  For the first six
months of 2005, same contract revenue less provision increased
13.2% or $46.4 million, to $397.4 million in 2005 from $351.1
million in the same period of 2004.  Net revenue less provision
for the six months ended June 30, 2005 decreased 1.8% to
$508.3 million from $517.4 million in the prior year period.  The
decrease between periods includes a reduction of military staffing
revenue of $49.2 million.

As of June 30, 2005, Team Health had cash of $15.2 million and
$74.9 million of available capacity under its revolving credit
facility.  As previously announced and effective April 6, 2005,
the Company amended the terms of its senior credit agreement.  As
a result of the amendment, the Company made a partial prepayment
of its term debt in the amount of $30 million, converted its
existing term loan B into a new term loan C in the amount of
$203.1 million, and reduced the pricing on the new term loan by 50
basis points to LIBOR plus 275 basis points.

Also, the amendment granted the Company the ability to purchase up
to $35 million of its outstanding 9% Senior Subordinated Notes.
Total debt reduction during the second quarter of 2005 was $65.2
million, including $34.3 million of the Company's 9% Senior
Subordinated Notes.  In the six months ended June 30, 2005, the
Company repaid $80.1 million of outstanding debt. Total
outstanding indebtedness as of June 30, 2005 was $348 million.
Cash flow provided by operations (after interest, taxes and
changes in working capital) for the first six months ended June
30, 2005 was $28.0 million compared to $26.2 million in 2004.

"During the second quarter of 2005 our core Emergency Department
(ED) business continued its strong financial performance," Lynn
Massingale, M.D., President and CEO of Team Health said.  "As in
the first quarter of 2005, both volumes and pricing once again
increased on a year over year basis.  Steady state ED volume
increased 5.6% and net estimated revenue per patient visit
increased 10.2% in the second quarter of 2005 compared to the
second quarter of 2004.  In the first six months of 2005, steady
state ED volume increased 6.2% and net estimated revenue per
patient visit increased 9.7%. The increase in overall ED volume in
both the three and six months periods of 2005 reflected a nominal
increase in self-pay patient visits, but a decrease in self-pay
visits as a percentage of our total visits as other payer types
increased at a higher rate.

"Performance in our military staffing unit continued to meet our
expectations despite lower revenue and profitability following the
military's 2004 re-contracting process and our restructuring of
this business line.  During the next several months we will face
contract renewal bidding on approximately $65 million of our
annual revenue relating to this business originally obtained under
one-year contracts, while an additional $79 million of our annual
revenue is subject to the military's option to exercise its right
to extend such multi-year contracts for an additional year.  We
will have the opportunity to bid on an estimated $100 million of
annual staffing revenue now held by others.  However, we expect to
be ineligible to bid on a substantial portion of the business held
by others due to the government's practice of reserving a
substantial portion of its contracts for award to small
businesses.

"While we are highly focused on our core ED business and have a
significant presence in military staffing, we have over the past
several years invested in developing other healthcare staffing and
service business lines.  Our investment in the field of radiology
has been spread over several different types of radiology
services.  We recently re-evaluated our strategy with respect to
these various radiology services.  This evaluation led us to the
conclusion to divest our two imaging centers over the balance of
2005.  We concluded that operating capital intensive imaging
centers in a very competitive market with ever changing technology
did not fit with our strategic direction.  In the second quarter
we recorded an estimated $1.6 million impairment loss related to
the assets of these centers.  Additionally, in evaluating the
overall profitability of our radiology operations, we concluded
that certain hospital staffing contracts did not meet our
profitability goals and we have decided to terminate such
contracts over the balance of 2005.  We will work with the
administrations of the hospitals impacted by this decision to
ensure a smooth and orderly transition of such services.  As a
result, we anticipate incurring severance related costs currently
estimated at approximately $1 million in the third and fourth
quarters of 2005.  Overall, the aforementioned operations
contributed less than 2.0% of our net revenues on an annual basis.

"Subsequent to the end of the second quarter, a jury in Florida
rendered a verdict that awarded $15.0 million to a plaintiff in
connection with a professional liability lawsuit involving the
death of a patient.  Team Health, Inc. was named as a co-defendant
in the verdict.  The jury award of $15.0 million was in excess of
combined insurance coverage of $2.0 million at the time of the
incident.  We are currently awaiting the trial judge's final
judgment.  While our sincere sympathies go to this patient's
family, we believe that neither the facts, circumstances nor the
law in this matter justify the jury's conclusions nor the
excessive award.  We intend to pursue a request for relief from
the unwarranted award through a full exercise of our legal rights.

"On a final note, the proposed Medicare physician fee schedule for
2006 currently includes a 4.3% reduction in physician payment
rates under the present statutory formula.  We continue to monitor
and support several bills currently being considered by Congress
to reduce or eliminate this formulaic reduction in the fee
schedule."

Founded in 1979, Team Health Inc. -- http://www.teamhealth.com/--
is headquartered in Knoxville, Tennessee.  Team Health is
affiliated with over 7,000 healthcare professionals who provide
emergency medicine, radiology, anesthesia, hospitalist, urgent
care and pediatric staffing and management services to over 450
civilian and military hospitals, surgical centers, imaging centers
and clinics in 44 states.

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services revised its outlook on
Knoxville, Tennessee-based physician staffing company Team Health
Inc. to stable from negative.  Ratings on the company, including
the 'B+' corporate credit rating, were affirmed.

The outlook revision reflects the $68 million reduction of Team
Health's outstanding debt, to $370 million at March 31, 2005 (pro
forma for the post quarter end debt reduction).  Total outstanding
debt was $438 million at March 31, 2004, when the company had just
completed a recapitalization.

The outlook revision also reflects the reduction in Team Health's
professional liability costs in 2005 and the company's better-
than-anticipated operating performance in the first quarter of
2005 due to strong patient volumes, as well as pricing and
insurance cost improvements.  Standard & Poor's also expects that
Team Health will continue to improve or maintain its financial
profile through further debt reduction and EBITDA growth.

"The ratings on privately held Team Health continue to reflect the
risks associated with the large physician staffing company's
narrow operating focus, as well as its susceptibility to cost
pressures, including fluctuations in professional liability
costs," said Standard & Poor's credit analyst Jesse Juliano.


TITAN CORP: Moody's Withdraws Senior Subordinated Notes' B3 Rating
------------------------------------------------------------------
Moody's Investors Service withdrew the B3 rating on Titan
Corporation's senior subordinated notes due 2011.  Over 99% of the
notes have been tendered and accepted for purchase.  All ratings
on Titan Corporation have now been withdrawn.

Headquartered in San Diego, California, Titan is a leading
technology developer, systems integrator, and services provider
for the:

   * Department of Defense;
   * the Department of Homeland Security and Intelligence; and
   * other key government agencies.

Titan Corporation was acquired by L-3 Communications on July 29,
2005 and renamed L-3 Communications Titan Corporation.  Titan had
LTM March 2005 revenues of $2.1 billion.


TOM'S FOODS: Gets Court OK on Extension to File Notices of Removal
------------------------------------------------------------------
Tom's Foods Inc., sought and obtained an order from the U.S.
Bankruptcy Court for the Middle District of Georgia extending,
through and including Sept. 5, 2005, or 30 days after the entry of
an order terminating the automatic stay with respect to the
particular civil action sought to be removed, to file notices of
removal with respect to pre-petition civil actions pursuant to
Rule 9027 of the Federal Rules of Bankruptcy Procedure.

The Debtor is a party to several civil actions currently pending
in various state and federal courts.

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

   1) since the Petition Date, it has been preoccupied with:

      a) the operation of its business, obtaining debtor-in-
         possession financing and addressing creditor issues and
         concerns with respect to the bankruptcy filing, and

      b) the preparation and finalization of its Schedules and
         Statement and the consideration of business decisions in
         the commencement of its chapter 11 case;

   2) it has spent considerable working through issues and
      procedures relating to reclamation claims, PACA claims,
      demands for adequate assurance from utilities, cash
      management procedures and retention of certain
      professionals;

   3) it will give the Debtor more opportunity to make fully
      informed decisions concerning the removal of each pre-
      petition civil action and assure it does not forfeit
      valuable rights under 28 U.S.C. Section 1452; and

   4) the extension will not prejudice the rights of its
      adversaries because any party to a civil action that is
      removed may seek to have that action remanded to the
      originating court pursuant to 28 U.S.C. Section 1452(b).

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.


TOM'S FOODS: Aug. 22 is Reclamation Report Objection Deadline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
approved a Stipulation between Tom's Foods Inc. and the Official
Committee of Unsecured Creditors extending the deadline by which
any reclamation claimant or other party-in-interest can file a
written objection to the Debtor's Reclamation Report.

Reclamation claimants or other parties-in-interest have until
Aug. 22, 2005, to file written objections to the Reclamation
Report.

On the Petition Date, the Debtor filed a request for an entry of
an order, pursuant to Sections 105(a), 503(b) and 546(c)(2) of the
Bankruptcy Code, to:

   1) confirm the grant of administrative expense priority status
      under Section 503(b) of the Bankruptcy Code for undisputed
      obligations arising from the post-petition delivery of
      supplies or goods by the Debtor's vendors or suppliers;

   2) confirm the Debtor's authority to pay the expenses for the
      undisputed obligations in the ordinary course of business;
      and

   3) provide for administrative expense treatment for certain
      holders of valid reclamation claims and prohibit third
      parties from interfering with the delivery of goods to the
      Debtor.

The Court approved that request, called the Reclamation Motion, on
the same day.  Pursuant to the Court's Reclamation Procedures
Order, on July 6, 2005, the Debtor filed its Combined Reclamation
and PACA Report and Motion to Determine Validity of Reclamation
and PACA Claims.

The Reclamation Report identified proposed allowed reclamation
claims against the Debtor's estate in the amount of $638,578.47,
subject to the right of any party-in-interest to object to any
reclamation claim on any ground pursuant to the Court's
Reclamation Procedures Order.

The Court orders that any amendment to the Stipulation and its
Order must be in writing, signed by the Debtor and the Committee,
and approved by the Court.

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.


TRIMAS CORP: S&P Lowers Subordinated Debt Rating to CCC+ from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on engineered products manufacturer TriMas Corp. to 'B'
from 'B+'.  At the same time, Standard & Poor's lowered its senior
secured debt ratings on the company to 'B' from 'B+' and its
subordinated debt rating to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrade reflects the company's weaker-than-expected
operating performance and its high debt leverage," said Standard &
Poor's credit analyst Natalia Bruslanova.  "We also believe that
the company will take longer than originally expected to make
necessary improvements to its financial profile.

Operating income has decreased after being hurt by reduced company
sales volumes, pricing competition, and increasing material costs,
mainly in the Cequent business unit."

The ratings on Bloomfield Hills, Mich.-based TriMas Corp. reflect:

   * its presence in highly competitive and cyclical markets;
   * its thin cash flow protection; and
   * high debt leverage.

The company's products (transportation towing systems, packaging
systems, fastening systems, and industrial specialty products),
serve niche markets with diverse commercial, industrial, and
consumer applications.  About 70% of its sales are from products
that have No. 1 or No. 2 positions, in markets where TriMas is one
of only two or three manufacturers.  While its end markets are
diverse, its direct markets are highly competitive.

Although TriMas continues to experience top-line growth year over
year in other business segments, its large Cequent unit suffered
poor operating performance, as the high levels of inventory
congestion in its business channels hurt demand.  The company also
faces significant price competition in its retail market, and it
has not been able to recover enough of the increased costs for
steel and other materials or for excessive overhead.  Continued
pricing pressure is expected, as market demand for towing products
remains flat and competition from the Southeast Asia is
increasing.


TRUMP HOTELS: Court Halts Cash Payments to Shareholders
-------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 18, 2005, 19 former owners of shares in Trump Hotels & Casino
Resorts, Inc.'s common stock asked the U.S. Bankruptcy Court for
the District of New Jersey to compel Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc., and its
debtor-affiliate to comply with the terms of the Second Amended
Plan of Reorganization and the Confirmation Order.

Michael J. Viscount, Jr., Esq., at Fox Rothschild LLP, in
Atlantic City, New Jersey, relates that these parties were record
owners of the THCR common stock as of March 28, 2005.

Under the Plan, the warrants, the cash and the proceeds from the
sale of the World's Fair Site are to be distributed to the owners
of the Old Equity Shares as of March 28, 2005, the Record Date,
Mr. Viscount notes.

                Court Prohibits Further Distributions

The Court, having determined that there is a need to maintain the
status quo pending final disposition of the Motion, orders that:

    1. There will be no further distribution of the Class 11 Cash
       Payment or the New Class 11 Class A Warrants to beneficial
       owners of Trump Entertainment Resorts, Inc.'s common stock
       by the Debtors, Continental Bank and Trust Company as the
       Disbursing Agent under the Plan, or by The Depository Trust
       Clearing Corp. until further Court order;

    2. Until further Court order, there will be no distribution of
       any of the proceeds of the sale of the World's Fair Site
       under the Plan; and

    3. If the Debtors have actual knowledge that any of
       Continental or DTC is making distributions, the Debtors
       will bring the violation to the attention of the Court and
       the counsel for the Former Shareowners.

                       Briefing & Conference

At the July 18, 2005, hearing, Judge Wizmur requested further
briefing from the Reorganized Debtors regarding NASD's and DTC's
involvement in the distribution under the Debtors' Plan of
Reorganization.

Pursuant to a stipulation, the parties agree that:

    (a) the Briefing Deadline should be Sept. 8, 2005;

    (b) the deadline for any response by the Stockholders should
        be Sept. 19, 2005; and

    (c) a telephonic status conference should be set at the
        Court's convenience for a date after Sept. 26, 2005.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Can Litigate 280 Claimants Outside Bankruptcy Court
-----------------------------------------------------------------
The Honorable Judge Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey granted the request of Trump Hotels &
Casino Resorts, Inc., nka Trump Entertainment Resorts, Inc., to
lift the automatic stay under Section 362 of the Bankruptcy Code.

The Debtors can now defend themselves against more than 280
persons or entities that:

   -- had commenced litigation against the Debtors before the
      Petition Date; or

   -- assert personal injury or wrongful death claims against the
      Debtors, including workers' compensation claims.

A full-text list of the Claimants is available for free at:

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

As previously reported in the Troubled Company Reporter on
July 27, 2005, the Debtors want the automatic stay lifted so that
the Claimants can pursue their claims against the Debtors in the
appropriate non-bankruptcy court or forum having jurisdiction over
the disputes and the parties, Charles A. Stanziale, Jr., Esq., at
Schwartz Tobia Stanziale Sedita & Campisano, in Montclair, New
Jersey, explains.

Any final judgment entered in favor of the Claimant or any
settlement between the Claimant and the Debtors will be satisfied
in accordance with the terms of the Plan under these limitations:

   -- The amount any Claimant is entitled to receive under the
      Plan on account of a final judgment or settlement of its
      claim will be capped at the amount set forth in its claim;
      and

   -- Under no circumstances will the Debtors be required to pay
      more than the amount set forth in the claim.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TWINLAB CORP: District Court Denies Motions to Stay Confirmed Plan
------------------------------------------------------------------
The Honorable Jed S. Rakoff of the U.S. District Court for the
Southern District of New York denied the emergency motion filed by
three class claimants in Twin Laboratories Inc., n/k/a TL
Administration Inc., and its debtor-affiliates chapter 11 case,
for a stay of orders from the Bankruptcy Court:

     a) disallowing their class claims against the Debtors; and

     b) confirming the Debtors' First Amended Joint Plan of
        Liquidation.

The Cirak, Lackowski, and Barr class claimants asked for a stay of
the orders pending the disposition of their appeals.

Judge Rakoff denied a stay pending appeal because the claimants
failed to show that they have a substantial likelihood of success
on their appeals.

The claimants didn't show Judge Rakoff the public interest would
be harmed if the stays weren't granted either.  Judge Rakoff says
that the public interest is, in fact, served by rejecting the
claimants stay motion because creditors expect to receive initial
distributions from the Debtors within days after Plan
Confirmation.

The District Court also disputed the claimants' assertion that the
Courts failed to make findings warranting the release of certain
third-party defendants from their liabilities in exchange for
funds contributed to the Debtors' Plan.  Judge Rakoff stressed
that the Courts made specific factual findings that the third-
party, non-debtor release is vital to the Debtors' Plan.

As reported in the Troubled Company Reporter, the U.S. Bankruptcy
Court for the Southern District of New York confirmed the Debtors'
First Amended Joint Plan of Liquidation on July 26, 2005.

The American International Specialty Lines Insurance Company and
certain third party defendants will fund a significant portion of
the distributions provided in the Plan.

American International and the third party defendants, mostly
distributors of the Debtors' Ephedra-containing products, will
contribute approximately $16.7 million to the Ephedra Personal
Injury Trust created pursuant to the confirmed Plan.  The third
party contributions brings the recovery of uninsured and under-
insured personal-injury and wrongful-death claimants up to an
estimated range of 49%-65% of the value of their claims.

As part of the deal, the settling third parties will be released
from all claims relating to the 2002-2004 Ephedra PI Claims and
other claims in connection with the Debtors' ephedra-containing
products.

                 July 20 Order Expunging Claims

The District Court removed the Cirak, Lackowski, and Barr class
claims from the allowed claims in the Debtors' Plan because the
three claimants had neglected to diligently move their claims
forward prior to the confirmation of the Debtors' Plan and because
they had failed to meet the requirements of Rule 23 for class
certification.

The Debtor's liquidating plan had already been submitted for a
vote of creditors before the claimants asked the Bankruptcy Court
to exercise its judgment under Rule 9014 for class certification.

Judge Rakoff explains that the granting of the three class action
claims at a late juncture would disrupt the prompt execution of
the Debtor's Plan and delay the distribution to its creditors.

Even if the claimants had filed their class claims, the District
Court contends that their claims will still be disallowed because
they had failed to meet the requirements of Rule 23 for class
certification.  To satisfy Rule 23, the claimants need to show,
among other things, that a class action is superior to other
available methods for the fair and efficient adjudication of their
claims.

Judge Rakoff stated that bankruptcy is superior to a class action
because it consolidates all claims in one forum and allows
claimants to file proofs of claim without counsel and at virtually
no cost.  Since superiority of the class action is lost in
bankruptcy, only compelling reasons for allowing a particular opt-
out class claim can justify applying Rule 23.  The Court did not
find any compelling reason to apply the rule.

                     The Class Claimants

The Cirak Class

The Cirak claimants assert a $27 million general unsecured claim
against the Debtors in connection with a Class Action Complaint
commenced in March 2004.

In the adversary proceeding, the Cirak claimants alleged that the
Debtors falsely advertised that Steroid Hormones are effective for
promoting muscle growth.  The claimants asserted causes of action
for:

    a) unjust enrichment;
    b) violation of the Little FTC acts due to the Debtor's
       deceptive acts and practices; and
    c) violations of the federal Racketeer Influenced and Corrupt
       Organization Act.

The Debtors First Amended Joint Plan of Liquidation classified the
Cirak class claim as a General Unsecured Claim.

The claimants objected to the provisions of the Plan because it
allegedly:

    a) lacks adequate information regarding their claims;
    b) caps disbursement on their $27 million claim at $350,000;
    c) discriminates among the 2002-2004 Ephedra PI Claims in
       Class 4 and their claim, which is treated as a Class 5
       General Unsecured Claim;
    d) includes releases and injunctions in favor of
       third parties; and
    e) provides a distribution to equity holders.

The Barr Class

The Barr class claimants commenced a class action suit against the
Debtors on August 23, 2002.  The suit, filed with the California
Superior Court of Orange County, alleges that the Debtors violated
State consumer fraud, false advertising and unfair competition
laws in connection with its marketing of dietary supplements and
weight loss products containing ephedra.

The products were marketed to consumers as safe, natural and part
of a healthy lifestyle.  The claimants say that the Debtors'
advertising concealed significant health risks from these
products.

The Barr class claimants object to the provisions of the Plan on
substantially the same reason presented by the Cirak class,
namely: the lack of adequate information, payment caps,
discrimination among the 2002-2004 Ephedra PI Claims and Class 5
General Unsecured Claim and the releases and injunctions in favor
of third parties.

On Sept. 4, 2003, Twinlab Corporation, Twin Laboratories Inc. and
Twin Laboratories (UK) Ltd., commenced voluntary cases under
chapter 11 of title 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of New York.
These chapter 11 cases are being jointly administered under
chapter 11 case number 03-15564 and are pending before the
Honorable Cornelius Blackshear.

Also, on Sept. 4, 2003, the Companies entered into certain asset
purchase agreement with IdeaSphere, Inc. of Grand Rapids,
Michigan, pursuant to which the Companies sold substantially all
of their assets.  The sale closed on Dec. 9, 2003.  In connection
with the sale, the Debtors obtained an order from the Court
authorizing them to change their names.  Twinlab Corporation
changed its name to TL Administration Corporation, Twin
Laboratories Inc., changed its name to TL Administration Inc., and
Twin Laboratories (UK) Ltd., changed its name to TL Administration
(UK) Ltd.

As of June 30, 2005, TL Administration Corporation's balance sheet
reflected a $53,703,000 equity deficit.  At the end of the same
period, TL Administration, Inc., stockholders' deficit amounted to
$20,722,000.  TL Administration (UK) Ltd. reported a $1,277,000
equity deficit as of the end of the second quarter.


VESTA INSURANCE: Moody's Lowers Senior Debt Rating to B3 from B2
----------------------------------------------------------------
Moody's Investors Service lowered the rating of Vesta Insurance
Group's senior debt to B3 from B2, following continued delays in
the filing of the company's GAAP financial statements and
unfavorable developments regarding the status of ongoing internal
accounting control assessments.  Moody's confirmed the rating of
the trust preferred securities of Vesta Capital Trust I at Caa2.
The outlook for the ratings is negative.

Moody's said that the rating downgrade reflects:

   * the company's uncertain future business prospects;

   * its substantial exposure to catastrophes; and

   * its strained financial flexibility in terms of both weak cash
     flows and high financial leverage.

In June 2005, the company's main operating subsidiary -- Vesta
Fire Insurance Corporation -- reported $11.2 million of net
adverse reserve development related largely to the four hurricanes
that struck the southeastern U.S. in third quarter of 2004.  This
charge represented nearly 8% of Vesta Fire's statutory surplus as
of December 31, 2004 and highlights the significant volatility
associated with the company's ongoing business strategy.

Moody's added that the company has entered into definitive
agreements to sell assets in order to enhance its financial
flexibility, reduce bank borrowings and improve the capitalization
of its insurance companies.  These transactions include the cash
sale of its life operations expected to close in 3Q05 as well as
the disposition of its remaining Affirmative stake.  Moody's views
these transactions as a favorable development and believes that
the parent company has adequate liquidity to meet its obligations
through 2005.

As of March 31, 2005, Vesta Fire continued to report negative
unassigned surplus, which prevents the payment of statutory
dividends to its parent without regulatory approval.
Nevertheless, the holding company is able to receive dividends
from the group's J. Gordon Gaines subsidiary -- an administrative
services provider.

The negative outlook reflects the considerable uncertainly that
exists around the scope and final outcome of the company's
internal accounting review including the potential for significant
negative adjustments to the company's financial statements.

Moody's confirmation of the Caa2 rating on the trust preferred
securities reflects Moody's assessment of the potential loss
severity and expected loss on the security given the company's mix
of senior and subordinated debt in its capital structure.

Vesta Insurance Group writes homeowners primarily in Florida,
Texas, the Northeast, and Hawaii, and automobile insurance
primarily in West Virginia and Pennsylvania.  For the year ended
December 31, 2004, Vesta Fire Insurance Corporation reported on a
combined statutory basis net premiums earned of $242.6 million and
a pre-tax operating loss of $104.7 million, which was offset in
part by realized gains of $36.0 million.  As of December 31, 2004,
statutory surplus for the group was $150.2 million.


WESTERN WATER: Wants More Time to Decide on Two Leases
------------------------------------------------------
Western Water Company asks the U.S. Bankruptcy Court for the
Northern District of California in Oakland to extend, until
November 21, 2005, the period within which it can elect to assume,
assume and assign, or reject its unexpired leases for two office
spaces located in Port Richmond, California and Franktown,
Colorado.

Michael Patrick George, the Debtor's chief executive and chief
financial officer, says relocating its offices at this critical
stage in the reorganization case would be disruptive and costly.

The Debtor will need the Port Richmond offices at least through
its reorganization while the Franktown offices will be needed
through the sale of the Cherry Creek Project.  The Debtor spends
approximately $6,032 per month to maintain these leases.

The Cherry Creek Project is the Debtor's main asset. The project
consist of the water rights associated with an aggregate of 4,559
acres of land and certain other water rights in the Cherry Creek
basin in Colorado.

The Cherry Creek assets were acquired in 1992 primarily for the
purpose of developing, selling or leasing water in the Cherry
Creek basin.  The Debtor has sold most of the land in the property
but it has retained almost all water rights from the land that was
sold.

The sale of the Cherry Creek Project is expected to generate
sufficient funds to pay all creditors.  The Cherry Creek assets
are carried on the Debtor's books at approximately $12.5 million
but the Debtor believes it is worth substantially more than book
value.

The Honorable Leslie Tchaikovsky will consider the Debtor's
request at a hearing scheduled at 2:00 p.m. on Sept. 7, 2005.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 Million and $50 Million.


WESTPOINT STEVENS: Gets Court Nod to Enter into Clemson Lease
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave WestPoint Stevens, Inc. and its debtor-affiliates authority
to enter into the Clemson Lease.

As reported in the Troubled Company Reporter on June 17, 2005, the
Debtors operated an integrated sheet manufacturing complex in
Clemson, South Carolina.  In accordance with the rationalization
of their businesses, the Debtors announced their intention to
close the Clemson Complex.  The Debtors are in the process of
winding down the operations and marketing the property.

Pursuant to the Clemson Lease, the Debtors will pay $31,583 per
month for a term of two years commencing on July 1, 2005.  The
Debtors will have the option to renew the lease for an additional
three-year period.  Taxes and costs to operate and maintain the
property are included in the lease and will be borne by the
Landlord.  In addition, the Clemson Lease contains a cap on the
Landlord's damages, if any, which would arise from a breach of the
Debtors' obligations under the lease.  The Clemson Lease also
permits the Debtors to assign the lease to a purchaser of
substantially all of their assets pursuant to Section 363(b) of
the Bankruptcy Code or a Chapter 11 plan.

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)


WESTPOINT STEVENS: Can Walk Away from Central Valley Lease
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on June
21, 2005, WestPoint Stevens, Inc. and its debtor-affiliates sought
the U.S. Bankruptcy Court for the Southern District of New York's
authority to:

   -- reject the Central Valley Lease, effective December 31,
      2005; and

   -- enter into the Edinburgh Lease.

The Debtors operated an outlet store at 660 Bluebird Court in
Central Valley, New York, pursuant to a Lease, dated September 23,
1993, with Woodbury Common Partners, as predecessor-in-interest to
Chelsea Property Group.  The Debtors leased 8,840 square-feet in
the outlet center known as "Woodbury Commons" at an annual cost of
$25 per square foot plus certain promotional fees and other
charges.  The Central Valley Lease is not due to expire until
November 30, 2011.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Debtors were recently approached by the
Landlord with an extremely lucrative offer to relocate the
Central Valley Store to one of the Landlord's other premium outlet
centers known as "Edinburgh Premium Outlets" in Edinburgh,
Indiana.  Edinburgh Premium Outlets is located within driving
distance of four major metropolitan areas, and maintains an
impressive tenant list and considerable foot traffic.

After extensive, arm's-length negotiations, the Debtors reached an
agreement in principle with the Landlord to relocate the
Central Valley Store to the Edinburgh Premium Outlets, effective
January 1, 2006, in exchange for a package worth over $470,000.
Pursuant to the agreement, the Landlord will pay the Debtors:

    (i) $100,000 in cash to terminate the Central Valley Lease;

   (ii) $30,000 in cash for store closing expenses; and

  (iii) $20,000 for severance payments.

Pursuant to the Edinburgh Lease, the Debtors will also pay a
percentage rent equal to 4% of their gross sales in excess of
$2,500,000 per year.  This provision provides incentive for the
Landlord to attract more customers to the shopping center and, in
turn, boost the Debtors' sales.

The Court approved the motion.

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)


WILLIAMS CONTROLS: Equity Deficit Narrows to $1.8MM in June 2005
----------------------------------------------------------------
Williams Controls, Inc., (OTC: WMCO) reported results for its 2005
third quarter ended June 30, 2005.  Net sales of $17,192,000 were
up 13.7% from the $15,127,000 reported in the third quarter last
year. Net sales for the nine months ended June 30, 2005 increased
$7,786,000, or 18.5%, to $49,928,000 from $42,142,000 for the
comparable period last year.

Net income for the third quarter was $1,610,000, or $.03 per
diluted share, compared to $1,472,000, for the corresponding
quarter in 2004.

Net income for the nine months ended June 30, 2005 was $5,099,000,
compared to $3,724,000, for the nine months ended June 30, 2004.
The lower earnings per share in the fiscal 2005 third quarter as
compared to the fiscal 2004 third quarter and the unchanged nine
months earnings per share despite the higher earnings in both
fiscal 2005 periods is primarily due to the increase in the number
of basic and diluted shares outstanding in fiscal 2005 from
converting Series B preferred shares into common shares as part of
the 2004 recapitalization which occurred on September 30, 2004.

The increase in 2005 sales for both the third quarter and nine
months was primarily due to higher unit volumes related to our
heavy truck, bus and off-road customers in North America, Europe
and Asia.

The higher sales volume in fiscal 2005 was the primary contributor
to gross profits improving for both the current quarter and nine
months.  Gross profit improved to $5,844,000 in the current
quarter, a 16.2% increase from the $5,029,000 in the 2004 third
fiscal quarter.  For the first nine months of fiscal 2005 gross
profit improved to $17,027,000 from $13,332,000, a 27.7% increase
from the comparable period in the prior year.

Investments in our strategic growth plans, which include the
establishment of sales and manufacturing operations in China
earlier this year, the opening in February of a sales and
technical office in Europe, and the licensing and development of
non-contacting sensors for use in our electronic product lines
resulted in higher operating expenses for both the quarter and the
nine months ended June 30, 2005.  Selling and administrative costs
contributed to higher operating expenses for the quarter and nine
months ended June 30, 2005.  Operating expenses increased $413,000
in the third quarter of 2005 compared to the third quarter of 2004
and increased $1,317,000 for the nine months ended June 30, 2005.

Interest expense on debt for both the third quarter and nine
months of fiscal 2005 of $312,000 and $1,134,000, respectively, is
related to the new bank debt drawn on September 30, 2004 in
conjunction with the 2004 recapitalization.  The Company had
minimal bank debt in fiscal 2004.  In the third quarter and first
nine months of fiscal 2004, the Company recorded $822,000 and
$2,382,000, respectively, of interest expense related to dividends
and accretion on the Series B Preferred Stock.  The 2004
recapitalization transaction included the elimination of all
outstanding Series B Preferred Stock and the associated dividends.
The other (income) expense reported in both the third quarter and
nine months of fiscal 2005 is due in large part to the revaluation
of the Put and Call Option agreement between the Company and
American Industrial Partners, which was entered into as part of
the 2004 recapitalization on September 30, 2004.

Tax expense of $1,079,000 was recorded during the third quarter of
fiscal 2005 at an effective rate of 40.1%.  For the nine months
ended June 30, 2005, the Company recorded tax expense of
$3,357,000 at an effective tax rate of 39.7%.  Prior to the
beginning of fiscal 2005, the Company had provided for a full
valuation allowance on its deferred tax assets, resulting in a
minimal tax provision related to the income in the third quarter
and first nine months of fiscal 2004.  The Company reduced the
valuation allowance during the fourth quarter of fiscal 2004.

Williams Controls' President and Chief Executive Officer, Patrick
W. Cavanagh stated, "Continuing strong demand for our products at
our major OEM customers combined with strengthening aftermarket
sales worldwide were the primary drivers for the higher sales and
earnings levels for the quarter.  He concluded, "We have made
significant progress in positioning the company closer to our
customers to take advantage of future growth opportunities around
the world."

Williams Controls -- http://www.wmco.com/-- is a leading designer
and manufacturer of Electronic Throttle Control Systems for the
heavy truck and off-road markets.

As of June 30, 2005, Williams Controls' equity deficit narrowed to
$1,817,000 from a $7,035,000 deficit at Sept. 30, 2004.


WILSON PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wilson Products, Inc.
        4132 B Place Northwest
        Auburn, Washington 98001
        Tel: (253) 458-1040

Bankruptcy Case No.: 05-20338

Type of Business: The Debtor specializes in precision
                  machining, fabrication, assembly, and
                  design of highly engineered components
                  for the aerospace and defense industries.
                  See http://www.wilsonproductsinc.com/

Chapter 11 Petition Date: August 12, 2005

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: John R. Knapp, Jr.
                  Cairncross & Hempelmann, P.S.
                  524 2nd Avenue, Suite 500
                  Seattle, Washington 98104-2323
                  Tel: (206) 587-0700
                  Fax: (206) 587-2308

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Transtar Metals Corp.                            $83,037
20826 68th Avenue South
Kent, WA 98032

Fatigue Technology Inc.                          $66,374
401 Andover Park West
Seattle, WA 98188

King County Treasury                             $63,102
500 4th Avenue #600
Seattle, WA 98104

Sierra Alloys Company Inc.                       $43,940

Quality Material Inspection Inc.                 $35,811

Kamatics Corporation                             $34,305

Wilson Properties LLC                            $33,049

Magnetic & Penetrant Service                     $31,657

Westwood Mfg. Inc.                               $30,759

OPTI Staffing Group                              $28,721

The Scotland Group                               $28,634

Protective Coatings Inc.                         $27,386

University Swaging Corp.                         $21,950

UAC/ALU Menziken Aerospace                       $18,569

Swift Tool Co. Inc.                              $17,941

Lenape Forge                                     $17,289

Sunshine Metals Inc.                             $16,191

Quality Stamping & Machining                     $15,919

Selway Machine Tool Co.                          $15,614

Hytek Finishers Company Inc.                     $15,350


WORLDCOM INC: Judge Gonzalez Approves Time Warner Settlement
------------------------------------------------------------
John Freomming, Esq., at Howrey Simon Arnold & White, LLP, in San
Francisco, California, relates that WorldCom, Inc., its debtor-
affiliates and Time Warner, Inc., are parties to the AOLTW
Promotional Agreement dated June 2, 2002, pursuant to which the
Debtors purchased certain media inventory from Time Warner for the
promotion of their products and services.

The Debtors rejected the Promotional Agreement effective as of
October 8, 2002.

On January 21, 2003, Time Warner filed Claim No. 16115, asserting
$193.8 million in damages resulting from the Debtors' rejection of
the Promotional Agreement.  The Time Warner Claim also asserted:

   -- a secured claim based on a right of setoff; and

   -- an unsecured priority claim based on Section 503(b) of the
      Bankruptcy Code.

The Debtors dispute owing the Time Warner Claim, as well as the
secured and priority classification of the Time Warner Claim.

To resolve their dispute, the Debtors and Time Warner agree that
the Time Warner Claim will be allowed as a Class 6 WorldCom
General Unsecured Claim for $40,000,000.  The parties will further
exchange mutual releases of all actions and claims arising out of
the Time Warner Claim.

Judge Gonzalez approves the parties' agreement.

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


WOLVERINE TUBE: S&P Junks $236 Million Senior Unsecured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Huntsville, Alaska-based Wolverine Tube Inc. to 'B-'
from 'B'.  The outlook is negative.  In addition, Standard &
Poor's lowered the ratings on the $236 million of senior unsecured
notes to 'CCC+' from 'B'.

"The downgrade reflects a significant deterioration in financial
performance owing to reduced demand for Wolverine's commercial and
wholesale products and an inability to pass through higher copper
prices for its wholesale products," said Standard & Poor's credit
analyst Lisa Wright.  "The lowering of the senior unsecured notes
rating to one notch below the corporate credit rating reflects our
expectations that poor market conditions will increase the
likelihood that Wolverine could borrow additional amounts under
its secured revolving credit and accounts receivable facilities,
thereby increasing the amount of priority liabilities in the
capital structure."

Standard & Poor's expects Wolverine's credit metrics to remain
very poor over the near term as the company continues to face high
copper prices and as demand from residential air conditioning
original equipment manufacturers fails to pick up as initially
anticipated.

Earnings in the fourth quarter of 2005 may begin to benefit from
improved demand as Wolverine's original equipment manufacturer
customers prepare to meet energy efficiency regulations.  New
residential and light commercial air conditioning units will need
to comply with these stricter federally mandated requirements by
the beginning of 2006.  Over the next few years, until different
designs are established, air conditioning units are expected to
require more copper tubing to produce the required efficiency.

Ratings could be lowered if liquidity declines or if EBITDA does
not improve to a level that would meet increasing minimum EBITDA
covenants in 2006.  The outlook could be revised to stable if
copper prices fall and demand for Wolverine's commercial and
wholesale products improve, bringing EBITDA back to recent
historical levels.


YUKOS OIL: Judge Clark Approves Societe Generale Agreement
---------------------------------------------------------
As reported in the Troubled Company Reporter on July 14, 2005,
Yukos Oil Company asked the U.S. Bankruptcy Court for the Southern
District of Texas, upon the entry of orders allowing the Fee
Applications, to:

    (a) allow the disbursement of the Allowed Amounts from the
        Court Registry to Fulbright and Alvarez; and

    (b) return any remaining Registry Funds after the
        disbursements to Yukos USA.

Zack A. Clement, Esq., at Fulbright & Jaworski, L.L.P., in
Houston, Texas, relates that Yukos USA, Inc., deposited $21
million into the Court Registry for the benefit of Yukos Oil
Company.  Interest accrues on the balance of the Registry Funds,
and certain expenses of Yukos' expert witnesses have been paid out
of the Registry Funds pursuant to a Court Order.  As of July 6,
2005, there is $20,790,230 in the Registry Funds.

                    Societe Generale, et al. Object

"The funds in the [Court] Registry that will remain after payment
of Court-allowed Aggregate Fees and Costs should remain in the
Registry and under no circumstances be paid to Yukos USA,
[Inc.]," Societe Generale, S.A., individually and on behalf of 13
other creditors, asserts.

The 13 other creditors are:

   (1) BNP Paribas S.A.,
   (2) Citibank N.A.,
   (3) Commerzbank Aktiencesellschaft,
   (4) Calyon S.A.,
   (5) Deutsche Bank A.G.,
   (6) Ing Bank, N.V.,
   (7) KBC Bank N.V.,
   (8) UFJ Bank Nederland N.V.,
   (9) Hillside Apex Fund Limited,
  (10) Thames River Traditional Funds PLC (High Income Fund),
  (11) VR Global Partners LP,
  (12) Shepherd Investments International Limited, and
  (13) Stark Trading.

Societe Generale serves as Coordinating Bank, Facility Agent and
Security Agent under a $1,000,000,000 Loan Agreement dated
September 24, 2003, between certain lenders and Yukos, as
borrower.

Joseph G. Epstein, Esq., at Winstead, Sechrest & Minick, PC, in
Houston, Texas, relates that Yukos defaulted under the Loan
Agreement.

After the automatic stay in Yukos' bankruptcy case was terminated,
Societe Generale commenced an action against Yukos in England to
collect the obligations owing under the Loan Agreement.

Mr. Epstein tells the Court that Societe Generale obtained two
related foreign country money judgments in June 2005 against
Yukos:

   (i) On June 17, 2005, the High Court of Justice, Chancery
       Division, in England entered a judgment against Yukos and
       in Societe Generale's favor totaling $472,787,663, plus
       $5,060,770 interest as of April 29, 2005.

  (ii) On June 24, 2005, the High Court entered a second judgment
       against Yukos and in Societe Generale's favor totaling
       $4,398,373, as additional interest for the period from
       April 29 to June 17, 2005.

The English Judgments awarded Societe Generale more than
$480,000,000.  Mr. Epstein maintains that the English Judgments
are final, conclusive and enforceable and the time for filing an
appeal with regard to both English Judgments has lapsed.

On July 25, 2005, Societe Generale filed in the 165th Judicial
District Court of Harris County, Texas:

   (i) an original petition to enforce foreign country money
       judgment;

  (ii) application for temporary restraining order and
       preliminary and permanent injunctions;

(iii) application for turn-over order against Yukos and Yukos
       USA; and

  (iv) application for pre-judgment writs of garnishment against
       garnishees Amegy Bank, formerly known as Southwest Bank of
       Texas and Yukos USA.

The Texas State Court conducted a hearing on July 25, 2005, on
Societe Generale's TRO application.  After a fully contested
hearing, the Texas State Court issued a TRO in Societe Generale's
favor, which restrains Yukos and Yukos USA from taking any action
to obtain the funds from the Court Registry or any action to
transfer the right to obtain the funds in the Court Registry
pending further orders and proceedings.

Mr. Epstein contends the TRO and the requested preliminary
injunction will essentially maintain the status quo until the time
as hearings may be held as to the English Judgments and Societe
Generale's right to enforce the English Judgments through judgment
remedies under the Texas Rules of Civil Procedure, the Texas Civil
Practice and Remedies Code and other applicable law.  Societe
General has posted a $850,000 bond in connection with the TRO.

Accordingly, Societe Generale asks the Court to deny Yukos'
request and maintain the status quo pending a resolution of the
TRO and the matters in the Enforcement Proceedings.

In a February 24, 2005 Order, the Bankruptcy Court retained
jurisdiction of Yukos' bankruptcy case for the purposes of
considering fee applications and determining disposition of the
funds paid into the Court Registry.

Mr. Epstein assures the Bankruptcy Court that the actions taken in
the Enforcement Proceedings do not attempt to interfere with the
Bankruptcy Court's jurisdiction over the funds or the Bankruptcy
Court's prior determination that the funds belong to Yukos and not
Yukos USA.

Mr. Epstein further clarifies that Societe Generale does not
object to the payment of the Aggregate Fees and Costs provided
that the amounts do not exceed $3,410,468, and payment of the fees
was specifically excluded from the TRO.

On July 26, 2005, Yukos and Yukos USA filed a Notice of Removal of
the Texas Enforcement Action with the United States District Court
for the Southern District of Texas, Houston Division.  The Texas
Enforcement Action has been transferred to Judge Ewing
Werlein, Jr.

                          Yukos Responds

Zack A. Clement, Esq. at Fulbright & Jaworski, LLP, in Houston,
Texas, tells Judge Clark that Yukos respects the Court's
jurisdiction for purposes of considering fee applications and
intends to resolve issues relating to the disposition of its funds
in the Court Registry.

Mr. Clement notes that Yukos has hired separate litigation counsel
to respond to Societe Generale's lawsuit that seeks domestication
of its English court orders, restraining orders and garnishment.
Yukos' litigation counsel decided to remove the Lawsuit to federal
court because it bears on the February 2005 Court Order, providing
that the "[Bankruptcy] Court will retain jurisdiction for the
purposes of considering fee applications and determining
disposition of funds paid into the Court's Registry."

Yukos has also entered into negotiations with Societe Generale
concerning the terms of payment of the Remaining Funds, Mr.
Clement tells the Court.

Mr. Clement relates that on August 3, 2005, Yukos and Societe
Generale reached an agreement, where Yukos promises to consent to:

   (a) immediately pay Societe Generale $17.5 million of its
       funds that will be remaining in the Court Registry, after
       payment of the requested administrative expenses; and

   (b) the entry of a Bankruptcy Court order:

          -- releasing the Remaining Funds from the Court
             Registry; and

          -- ruling that the Remaining Funds be paid immediately
             to Societe Generale.

The Court has allowed fees and expenses aggregating $3,410,468 to
Fulbright & Jaworski, L.L.P., and Alvarez and Marsal, and ordered
that the fees be paid out of Yukos' funds in the Court Registry.

                         Court Decision

At Yukos' behest, Judge Clark approves Yukos' agreement with
Societe Generale.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* BOND PRICING: For the week of Aug. 8 - Aug. 12, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  01/15/04     0
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     2
AHI-DFLT 07/05                         8.625%  10/01/07    58
Allegiance Tel.                       11.750%  02/15/08    30
Allegiance Tel.                       12.875%  05/15/08    28
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.377%  05/23/19    75
American Airline                       7.379%  05/23/16    72
American Airline                      10.180%  01/02/13    72
American Airline                      10.680%  03/04/13    65
American Airline                      11.000%  05/06/15    69
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              9.750%  08/15/21    73
AMR Corp.                              9.800%  10/01/21    72
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    60
AMR Corp.                             10.000%  04/15/21    67
AMR Corp.                             10.200%  03/15/20    73
AMR Corp.                             10.450%  03/10/11    63
AMR Corp.                             10.550%  03/12/21    72
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    64
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    55
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06     5
Asarco Inc.                            7.875%  04/15/13    70
Asarco Inc.                            8.500%  05/01/25    66
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    32
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    20
Atlantic Coast                         6.000%  02/15/34    14
Atlas Air Inc.                         8.770%  01/02/11    57
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    67
B&G Foods Hldg.                       12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    60
Calpine Corp.                          4.750%  11/15/23    66
Calpine Corp.                          7.750%  04/15/09    64
Calpine Corp.                          7.875%  04/01/08    64
Calpine Corp.                          8.500%  07/15/10    74
Calpine Corp.                          8.500%  02/15/11    67
Calpine Corp.                          8.625%  08/15/10    67
Calpine Corp.                          8.750%  07/15/13    71
Calpine Corp.                          9.875%  12/01/11    73
Cell Therapeutic                       5.750%  06/15/08    71
Cellstar Corp.                        12.000%  01/15/07    72
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Inc.                      5.875%  11/16/09    72
Charter Comm Inc.                      5.875%  11/16/09    67
Charter Comm Hld                      10.000%  05/15/11    74
Ciphergen                              4.500%  09/01/08    72
Collins & Aikman                      10.750%  12/31/11    31
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Comprehens Care                        7.500%  04/15/10    23
Conseco Inc.                           9.000%  10/15/06     0
Covad Communication                    3.000%  03/15/24    70
Covant-Call 07/05                      7.500%  03/15/12    69
Cray Inc.                              3.000%  12/01/24    53
Cray Research                          6.125%  02/01/11    40
Delco Remy Intl                        9.375%  04/15/12    68
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.299%  09/18/06    45
Delta Air Lines                        7.700%  12/15/05    25
Delta Air Lines                        7.711%  09/18/11    60
Delta Air Lines                        7.779%  11/18/05    30
Delta Air Lines                        7.779%  01/02/12    42
Delta Air Lines                        7.900%  12/15/09    18
Delta Air Lines                        7.920%  11/18/10    58
Delta Air Lines                        8.000%  06/03/23    20
Delta Air Lines                        8.270%  09/23/07    47
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    60
Delta Air Lines                        8.540%  01/02/07    44
Delta Air Lines                        8.540%  01/02/07    36
Delta Air Lines                        8.540%  01/02/07    63
Delta Air Lines                        9.000%  05/15/16    17
Delta Air Lines                        9.200%  09/23/14    29
Delta Air Lines                        9.250%  03/15/22    17
Delta Air Lines                        9.375%  09/11/07    56
Delta Air Lines                        9.750%  05/15/21    16
Delta Air Lines                        9.875%  04/30/08    69
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/09    26
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    15
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    15
Delta Air Lines                       10.375%  12/15/22    19
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    47
Delta Air Lines                       10.790%  03/26/14    16
Delphi Auto System                     7.125%  05/01/29    73
Delphi Trust II                        6.197%  11/15/33    56
Dura Operating                         9.000%  05/01/09    70
Eagle-Picher Inc.                      9.750%  09/01/13    75
Edison Brothers                       11.000%  09/26/07     0
Empire Gas Corp.                       9.000%  12/31/07     3
Exide Tech.                           10.500%  03/15/13    74
Exodus Comm. Inc.                      5.250%  02/15/08     0
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North Am.                      9.875%  03/01/14    72
Federal-Mogul Co.                      7.375%  01/15/06    30
Federal-Mogul Co.                      7.500%  01/15/09    25
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    27
Fibermark Inc.                        10.750%  04/15/11    64
Finova Group                           7.500%  11/15/09    47
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    30
Foamex L.P.                           13.500%  08/15/05    41
Fruit of the Loom                      8.875%  04/15/06     0
GMAC                                   6.000%  02/15/19    75
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.250%  12/15/18    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    72
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth                         9.625%  03/15/06    37
Holt Group                             9.750%  01/15/06     0
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    42
Integrated Elec. Sv                    9.375%  02/01/09    74
Intermet Corp.                         9.750%  06/15/09    46
Iridium LLC/CAP                       10.875%  07/15/05    20
Iridium LLC/CAP                       11.250%  07/15/05    21
Iridium LLC/CAP                       13.000%  07/15/05    20
Iridium LLC/CAP                       14.000%  07/15/05    20
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kellstorm Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    72
Kmart Corp.                            8.990%  01/05/20    64
Kmart Funding                          8.800%  07/01/10    35
Kmart Funding                          9.440%  07/01/18    70
Lehman Bros. Hldg                      7.500%  09/03/05    57
Level 3 Comm. Inc.                     2.875%  07/15/10    55
Level 3 Comm. Inc.                     5.250%  12/15/11    69
Level 3 Comm. Inc.                     6.000%  09/15/09    55
Level 3 Comm. Inc.                     6.000%  03/15/10    57
Liberty Media                          3.250%  03/15/31    74
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    62
Macsaver Financl                       7.875%  08/01/03     2
Mississippi Chem                       7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    55
MSX Intl. Inc.                        11.375%  01/15/08    64
Natl Steel Corp.                       8.375%  08/01/06     2
Natl Steel Corp.                       9.875%  03/01/09     1
New World Pasta                        9.250%  02/15/09     8
Nexprise Inc.                          6.000%  04/01/07     0
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific Railway               3.000%  01/01/47    59
Northwest Airlines                     7.068%  01/02/16    68
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    42
Northwest Airlines                     7.626%  04/01/10    54
Northwest Airlines                     7.691%  04/01/17    68
Northwest Airlines                     7.875%  03/15/08    33
Northwest Airlines                     7.950%  03/01/15    68
Northwest Airlines                     8.070%  01/02/15    41
Northwest Airlines                     8.130%  02/01/14    37
Northwest Airlines                     8.700%  03/15/07    40
Northwest Airlines                     8.875%  06/01/06    58
Northwest Airlines                     9.875%  03/15/07    45
Northwest Airlines                    10.000%  02/01/09    40
Northwest Airlines                    10.500%  04/01/09    37
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    54
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    16
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       13.375%  10/15/09     8
Orion Network                         11.250%  01/15/07    54
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                      9.750%  12/01/06    54
Pegasus Satellite                     12.375%  08/01/06    54
Pegasus Satellite                     12.500%  08/01/07    54
Pen Holdings Inc.                      9.875%  06/15/08    63
Pixelworks Inc.                        1.750%  05/15/24    69
Polaroid Corp.                        11.500%  02/15/06     0
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    20
Primus Telecom                         5.750%  02/15/07    33
Primus Telecom                         8.000%  01/15/14    51
Primus Telecom                        12.750%  10/15/09    38
Radnor Holdings                       11.000%  03/15/10    69
Raintree Resorts                      13.000%  12/01/04    13
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    52
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    26
Reliance Group Holdings                9.750%  11/15/03     0
Salton Inc.                           12.250%  04/15/08    51
Solectron Corp.                        0.500%  02/15/34    75
Specialty Paperb.                      9.375%  10/15/06    66
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    74
Tom's Foods Inc.                      10.500%  11/01/04    71
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    58
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08    40
United Air Lines                       6.831%  09/01/08    64
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    25
United Air Lines                       7.762%  10/01/05    49
United Air Lines                       7.811%  10/01/09    74
United Air Lines                       8.030%  07/01/11    66
United Air Lines                       8.700%  10/07/08    50
United Air Lines                       9.000%  12/15/03    16
United Air Lines                       9.020%  04/19/12    42
United Air Lines                       9.125%  01/15/12    16
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    16
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    16
United Air Lines                      10.670%  05/01/04    16
United Air Lines                      11.210%  05/01/14    17
Univ. Health Services                  0.426%  06/23/20    59
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08    15
US Air Inc.                           10.610%  06/27/07     5
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
US Airways Inc.                        7.960%  01/20/18    69
US Airways Pass-                       6.820%  01/30/14    60
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    60
Werner Holdings                       10.000%  11/15/07    68
WestPoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Winn-Dixie Store                       8.875%  04/01/08    71
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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.

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