TCR_Public/050816.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, August 16, 2005, Vol. 9, No. 193

                          Headlines

295 SUMMIT: Case Summary & 15 Largest Unsecured Creditors
ABRAXAS PETROLEUM: Balance Sheet Upside-Down by $43.24M at June 30
ACE AVIATION: Plans to Spin Off Jazz Air in Third Quarter
ADELPHIA COMMS: Arahova Panel Can't Pursue Intercompany Claims
AGILENT TECH: KKR & Silver Lake Win Auction with $2.6 Billion Bid

AMAZON.COM: Settles Patent Infringement Lawsuit for $40 Million
ANCHOR GLASS: Proposes New Wells Fargo-Backed DIP Financing Pact
ANCHOR GLASS: Hires Carlton Fields as Bankruptcy Counsel
ANCHOR GLASS: Wants Cahill Gordon as Special Counsel
APARTMENT AT TIMBER: Thomas D. Stalnaker Named as Ch. 11 Trustee

APARTMENT AT TIMBER: Ch. 11 Trustee Wants Own Firm as Counsel
ASARCO LLC: Court Defers Ruling on Automatic Stay Provisions
ASARCO LLC: Gets Court Nod to Maintain Existing Bank Accounts
ASARCO LLC: Gets Court Nod to Maintain Existing Business Forms
ASIA GLOBAL: Ch. 7 Trustee Wants 360 Summary Judgment Reconsidered

ATA AIRLINES: Founder & CEO Retires & John Denison Named New CEO
AURA SYSTEMS: U.S. Trustee Picks 3-Member Creditors Committee
CABLEVISION SYSTEMS: Balance Sheet Upside Down by $2.48 Billion
CARL YERKEL: Wants to Hire Eric Liepins as Bankruptcy Counsel
CENTENNIAL COMMS: Equity Deficit Narrows to $482 Million at May 31

CHYRON CORP: June 30 Balance Sheet Upside-Down by $1.8 Million
COLLINS & AIKMAN: Committee Objects to Lazard Freres' Fees
CONSUMERS ENERGY: Sells $175 Million First Mortgage Bonds
COUNSEL CORP: Equity Deficit Widens to $50.8 Million at June 30
DEEP RIVER: Files Disclosure Statement in New Jersey

DELTA AIR: Selling Airline Subsidiary to SkyWest for $425 Million
DELTAGEN INC: Exclusive Plan Filing Period Intact Until Oct. 18
DOUBLE JS: Case Summary & 19 Largest Unsecured Creditors
DYNEGY HOLDINGS: Fitch Lifts Secured Debt Rating One Notch to B+
EDWARD ARNOLD: List of 11 Largest Unsecured Creditors

ENRON CORP: Court Allows Southaven Claims for $56 Million
ENRON CORP: SourceNet Holds Allowed $1.08 Million Unsecured Claim
ENRON: Parties Settle Cornerstone Propane Claims Dispute
ERIE TOBACCO: Fitch Rates Subordinated Asset-Backed Bonds at BB
FEDDERS CORP: Expects To Report $600,000 Second Quarter Loss

FEDERAL-MOGUL: Asks Court to Okay Envirochem Settlement Agreement
FINOVA CAPITAL: U.S. Trustee Appoints 3-Member Equity Committee
FOAMEX INT'L: Considering Prepackaged Chapter 11 Filing
FOAMEX INT'L: Delays Form 10-Q Filing & Names New CRO
GENEVA STEEL: Ch. 11 Trustee Wants to Probe Albert Fried & Co.

GLOBAL CROSSING: June 30 Balance Sheet Upside-Down by $71 Million
GLOBAL CROSSING: Representative Settles Claims Totaling $81.6 Mil.
GS MORTGAGE: Fitch Affirms Low-B Rating on Six Certificate Classes
HAYES LEMMERZ: Will Discuss 2nd Quarter Earnings on Sept. 8
INTERSTATE BAKERIES: Gets Court Nod to Reject 7 Real Estate Leases

JAMES KENNEDY: List of 8 Largest Unsecured Creditors
JENNINGS OF MICHIGAN: Case Summary & 20 Largest Creditors
KEYSTONE CONSOLIDATED: Gets Court Nod to Reimburse Exit Lender
LAC D'AMIANTE: Wants Until November 8 to File Chapter 11 Plan
MAYTAG CORP: Board Recommends Whirpool's $2.7 Bil. Merger Proposal

MIRANT CORP: Mirant Bowline to Recover $4.9 Mil. from Insurer
MIRANT CORP: Wants to Enter into New Consent Decree with DEC
MOVIE GALLERY: Posts $12.2 Million Net Loss in Second Quarter
NANOMAT INC: U.S. Trustee Wants to Hire Harry Davis as Auctioneer
NETEXIT INC: Excl. Plan Solicitation Period Extended Until Dec. 25

NEWS CORP: Earns $717 Million of Net Income in Fourth Quarter
NVE INC: Asks Court to Extend Schedule-Filing Deadline
OWENS CORNING: Third Circuit Rejects Substantive Consolidation
PLYMOUTH RUBBER: Delphi Corp. Wants Setoff Rights Protected
PROVIDIAN MASTER: Fitch Places BB Rating on $85.1 Million Notes

PUBLICARD INC: June 30 Balance Sheet Upside-Down by $6.3 Million
QWEST COMMS: Resumes Talks with Workers Union After Pact Expired
REDDY ICE: 99.9% of Noteholders Tender 8-7/8% Sr. Sub. Notes
REVLON CONSUMER: Selling $75MM Senior Notes in Private Placement
RUFUS INC: Wants to Assume Management Agreement With Hunte Corp.

SALON MEDIA: Reports $100,000 Loss in First Fiscal Quarter
SENECA GAMING: Posts $17.9 Million Net Loss in Third Quarter
SIGNATURE POINTE: Wants Access to HUD's Cash Collateral
SIGNATURE POINTE: Taps Neligan Tarpley as Bankruptcy Counsel
SIMTEK CORPORATION: Posts $2.9 Million Net Loss in Second Quarter

SOLUTIA INC: Has Until Nov. 11 to Make Lease-Related Decisions
TELEGLOBE COMMS: Has Until Nov. 25 to Object to Proofs of Claim
TIMES SQUARE: Case Summary & 20 Largest Unsecured Creditors
TITANIUM METALS: Board Okays Two-for-One Split of Common Stock
TRUMP HOTELS: Wants to Disallow 426 Claims

UAL CORP: Court Authorizes 1997-1 EETC Senior Tranche Purchase
UAL CORP: Wants to Amend Club DIP Facility to Control EETC
UAL CORP: Taps Mayer Brown as Special Litigation Counsel
US AIRWAYS: Expects to Close Virginia Headquarters by Jan. 2006
VARTEC TELECOM: Court Approves Asset Sale to Comtel for $82.1MM

VIVENTIA BIOTECH: June 30 Balance Sheet Upside-Down by C$34.6 Mil.
VIVENTIA BIOTECH: Board Ratifies $3.3 Million Interim Financing
WELLINGTON PROPERTIES: Wants to Use LaSalle Bank's Cash Collateral
WELLINGTON PROPERTIES: Wants Excl. Period Extended Until Sept. 12
WESTERN WATER: Brings-In Garald Barber & General Capital Partners

WESTPOINT STEVENS: Asks Bankr. Court to Dismiss Chapter 11 Cases
WESTPOINT STEVENS: Files List of Contracts Assigned to Textile
WILLIAM HECKSTEDEN: Case Summary & 15 Largest Unsecured Creditors
WINFIELD CAPITAL: SBA Default Triggers Going Concern Doubt
WINFIELD CAPITAL: Posts $460,358 Net Loss for Qtr. Ended June 30

WORLDCOM INC: Court Approves PSInet Settlement Agreement
WORLDCOM INC: Balks at Mississippi Power's Move for Claim Payment
WYNDHAM INTERNATIONAL: Stockholders Approve Blackstone Merger
YUKOS OIL: Alvarez & Marsal Gets Reimbursement from Yukos

* Large Companies with Insolvent Balance Sheets

                          *********

295 SUMMIT: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 295 Summit Associates, LLC
        295 Summit Avenue
        Saint Paul, MN 55102

Bankruptcy Case No.: 05-45276

Type of Business: The Debtor specializes in condominium
                  conversion, remodeling and restoration.

Chapter 11 Petition Date: August 11, 2005

Court: Minneapolis

Judge: Robert J. Kressel

Debtor's Counsel: Kurt M. Anderson, Esq.
                  P.O. Box 2434
                  Minneapolis, Minnesota

Financial Condition as of August 11, 2005:

      Total Assets: $2,200,000

      Total Debts:  $1,116,513

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Ed Hanlon                      Advance/Loan              $29,000
3516 Decatur Court North
New Hope, MN 55427

Kelly & Fawcett, P.A.          Legal Fees                $20,144
2350 Piper Jaffray Plaza
444 Cedar Street
Saint Paul, MN 55101

Katz, Manka, Telinsky, Due     Legal Fees                $19,418
Attn: Robert Due, Esq.
225 South Sixth Street

Mansfield, Tanick & Cohen      Legal Fees                $12,178
Attn: Tom Wallrich, Esq.
220 South Sixth Street
Suite 1700
Minneapolis, MN 55402-4511

Loucks & Associates            Land Surveying             $5,758

Auto-Owners Insurance          Insurance                  $5,249

Daniel Fregine                 Landscape Services         $4,500

Anthony Rainier Strouth        Labor & Landscaping        $2,500

Hinding Heating                Service Fees               $1,374
Air & Conditioner

Premier Auction Company        Auction Services             $500

B.T. Design                    Billboard Signs              $450

Perterson, Fram & Bergman      Legal Fees                   $245

Bernick & Lifson, P.A.         Legal Fees                Unknown

Saint Paul Water Services      Utilities                 Unknown

Xcel Energy                    Utilities                 Unknown


ABRAXAS PETROLEUM: Balance Sheet Upside-Down by $43.24M at June 30
------------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) reported financial
and operating results for the quarter and six months ended
June 30, 2005.

Production of 1.4 Bcfe for the quarter generated revenue of
$9.6 million and net income of $305,000 from continuing
operations.  This compares to a net loss from continuing
operations of $444,000 or $0.01 per share for the same quarter of
2004.  Continuing operations represent financial and operating
results from operations in the U.S. only as all of Grey Wolf
Exploration Inc.'s historical performance and results from the
sale of Grey Wolf shares owned by Abraxas in its initial public
offering that closed on February 28, 2005, are treated as
discontinued operations.

As a result of the elimination of the company's capital
expenditure limitations, a significant item related to the
second quarter of 2005 results included capital expenditures of
$8.8 million compared to $1.3 million in the second quarter of
2004.  These capital expenditures enabled sequential quarterly
production to increase 9% and contributed to a 23% increase in
revenue from first quarter of 2005 and should further contribute
to additional increases in production during the third quarter.

"Increasing production through the quarter is attributable to the
two Edwards horizontal wells that came on-line late in the quarter
plus our continuing efforts to sustain and increase production on
more mature fields through low-risk, low-cost re-completion
programs.  We expect production growth to continue through the 2nd
half of 2005 as newly drilled or re-completed wells come on-line.
Two wells are currently being completed in the Oates SW Field of
West Texas, both of which have shown indications of commercial gas
production during completion operations, and we expect to spud a
well in Wyoming this week.  Three significant events occurred
subsequent to the end of the 2nd quarter that we expect to
positively impact our results going forward - the third Edwards
horizontal well came on-line, our strategic acquisition in West
Texas and the closing of our $12 million private placement of
equity.  Combined with rising production and strong commodity
prices, these events should allow us to accelerate our capital
development program for the remainder of 2005 and into 2006,
provided we do not experience significant delays in procuring
equipment or crews," commented Bob Watson, Abraxas' President and
CEO.

A general increase in field operating costs experienced by the
entire industry together with increased general and administrative
costs, primarily associated with Sarbanes-Oxley related expenses,
have impacted Abraxas' actual per unit costs.  Based on these
factors, our adjusted guidance for 2005 direct lifting costs and
G&A is as follows (direct lifting costs do not include production
taxes that are approximately 10% of revenue):

            Direct Lifting Costs    $1.10 per Mcfe
            G&A                     $0.75 per Mcfe

As a result of the recent private placement of equity, Abraxas'
capital expenditure budget for 2005 is under review and an
expanded budget will be presented to the board of directors next
month for approval.

Abraxas Petroleum Corporation is a San Antonio based crude oil and
natural gas exploitation and production company with operations in
Texas and Wyoming.

As of June 30, 2005, Abraxas Petroleum's equity deficit narrowed
to $43,244,000 from a $53,464,000 deficit at Dec.31, 2004.


ACE AVIATION: Plans to Spin Off Jazz Air in Third Quarter
---------------------------------------------------------
ACE Aviation Holdings, Inc., intends to proceed with an initial
public offering of Jazz Air Limited Partnership through an income
trust structure, to maximize the value of its business units for
the benefit of its shareholders.

The company expects to file a preliminary prospectus for the
offering in the third quarter, with ACE retaining a majority
interest in Jazz Air.

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

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

                         *     *     *

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


ADELPHIA COMMS: Arahova Panel Can't Pursue Intercompany Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the request of the ad hoc committee of holders of over
$500 million in senior notes issued by Arahova Communications,
Inc., Adelphia Communications Corporation's debtor-affiliate, for
leave, standing and authority to prosecute intercompany claims and
causes of actions, on behalf of Arahova and its debtor
subsidiaries in the ACOM Debtors' Chapter 11 cases.

The Court's ruling came after the ACOM Debtors, its Official
Committee of Unsecured Creditors Ad Hoc Committee of ACC Senior
Noteholders objected to the request.

The ACOM Debtors insisted that the issues raised in the Arahova
Committee's Motion should be raised in their proposed resolution
dispute.  The ACOM Debtors believe that proceeding in any other
manner would simply lead to lengthy and uncontrolled litigation
that threatens the proposed sale of ACOM and jeopardizes the
undisputed billions of dollars in enhanced value that it will
generate.

The Equity Committee asserted that the Arahova Committee's request
is superfluous and inappropriate in light of the ACOM Debtors'
proposed resolution process.  The Equity Committee admits that the
Arahova Committee may be the appropriate entity to prosecute the
Arahova Intercompany causes of action but because the Resolution
Process provides a forum for all parties to investigate those
causes of action, the motion is unnecessary.

ACC Senior Noteholders Panel asserted that the motion makes no
sense, is incomplete and lacks context.  The transfers about which
the Arahova Committee complains are merely components of complex
transactions that involved the movement of assets and liabilities
among numerous different Debtor entities.  Furthermore, any grant
of standing to pursue alleged fraudulent transfers among the ACOM
Debtors cannot be made in isolation and instead should be made in
the context of a comprehensive framework like that outlined in the
Debtors' proposed Resolution Process.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
Nos. 101 & 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AGILENT TECH: KKR & Silver Lake Win Auction with $2.6 Billion Bid
-----------------------------------------------------------------
Kohlberg Kravis Roberts & Co. and Silver Lake Partners won the
auction of Agilent Technologies Inc.'s semiconductor business with
a $2.6 billion bid, The Wall Street Journal reports.

Bain Capital and Warburg Pincus, teamed up in a bid for the unit.
Texas Pacific Group, CVC Partners and Francisco Partners also
pursued the unit.  Both bidding groups dropped out during the
auction process.

Goldman Sachs Group Inc. handled the sale for Agilent.

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/--  
is a global technology leader in communications, electronics, life
sciences and chemical analysis.  The company's 28,000 employees
serve customers in more than 110 countries.  Agilent had net
revenue of $7.2 billion in fiscal year 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Palo Alto, California-based
Agilent Technologies Inc. to 'BB+' from 'BB'.  The ratings upgrade
is in response to the relatively recent but sustained improvements
in the company's profitability and cash flow generation, in
combination with a liquid balance sheet and moderate financial
policies.  S&P says the outlook is now stable.

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Moody's Investors Service affirmed the debt ratings of Agilent
Technologies, Inc., and revised the rating outlook to stable from
negative.


AMAZON.COM: Settles Patent Infringement Lawsuit for $40 Million
---------------------------------------------------------------
Amazon.com entered into a settlement with Soverain Software, LLC
of a lawsuit alleging patent infringement by Amazon.com.  The
litigation was settled on terms that include, among other things,
a one-time payment of $40 million in third quarter 2005,
dismissal of all claims and counterclaims, mutual releases, and a
non-exclusive license to Soverain's patent portfolio.  Amazon.com
expects to record a previously unanticipated charge to "Other
operating expense" of up to $40 million in third quarter 2005 in
connection with this settlement.  The litigation was originally
filed on January 12, 2004 in the United States District Court for
the Eastern District of Texas.

Amazon.com (NASDAQ: AMZN), a Fortune 500 company based in Seattle,
opened its virtual doors on the World Wide Web in July 1995 and
today offers Earth's Biggest Selection.  Amazon.com seeks to be
Earth's most customer-centric company, where customers can find
and discover anything they might want to buy online, and endeavors
to offer customers the lowest possible prices.  Amazon.com and
third-party sellers offer millions of unique new, refurbished, and
used items in categories such as health and personal care, jewelry
and watches, gourmet food, sports and outdoors, apparel and
accessories, books, music, DVDs, electronics and office, toys and
baby, and home and garden.

Amazon.com and its affiliates operate seven retail websites:
http://www.amazon.com/http://www.amazon.co.uk/
http://www.amazon.de/http://www.amazon.co.jp/
http://www.amazon.fr/http://www.amazon.ca/and
http://www.joyo.com/

As of June 30, 2005, stockholders' deficit narrowed to $64 million
from a $227 million deficit at Dec. 31, 2004.  Amazon's
shareholder deficit topped $1.4 billion in 2001.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service upgraded the long-term debt ratings of
Amazon.com and assigned a positive rating outlook as a result of
the company's consistent improvement in operating margins,
reduction in funded debt levels, and strengthening operating cash
flow.

These ratings are upgraded:

   * Senior implied of B1,

   * Issuer rating of B2,

   * Various convertible subordinated notes issues maturing 2009
     thru 2010 of B3,

   * Multiple shelf ratings of (P) B2, (P) B3, and (P) Caa1.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-2.


ANCHOR GLASS: Proposes New Wells Fargo-Backed DIP Financing Pact
----------------------------------------------------------------
Through an oral motion on August 8, 2005, Anchor Glass Container
Corporation asked Judge Paskay for permission to obtain
postpetition advances and other financial accommodations on an
interim basis from Well Fargo Bank, N.A., as administrative agent
for the holders of the 11% Senior Secured Notes due 2013, pursuant
to a term sheet.

The Debtor will also  enter into an agreement with certain holders
of Senior Secured Notes, who agree to become note purchasers, to
issue an additional $125,000,000 by month's end.

The Debtor will use the funds to pay all obligations to the Note
Purchasers under the $15,000,000 Facility and retire in full the
Wachovia DIP Facility and the Madeline Facility.

The salient terms of the Wells Fargo Term Sheet are:

Use of Proceeds:        Proceeds of the notes issued under the
                        Facility will be used to pay for the
                        postpetition operating expenses of the
                        Debtor in accordance with a budget, which
                        will be agreed upon by the Debtor and the
                        Note Purchasers, and other costs and
                        expenses of administration of the Chapter
                        11 case.

                        Expenses not on the Budget require
                        approval of the Note Purchasers:

                        (A) After $5,000,000 of the Note proceeds
                            has been used, in the event a weekly
                            variance of net cash flows exceeds
                            negative $500,000 then the Debtor
                            will require Note Purchasers consent
                            for further variances.

                        (B) If positive variance, net positive
                            can roll forward to next week.

                        (C) The Debtor agrees to twice weekly
                            cash forecast and business update
                            calls with the Note Purchasers.

Closing Date:           August 10, 2005, the date the Court
                        entered an interim order approving the
                        Facility.

Maturity Date:          The earliest of (x) September 24, 2005,
                        45 days from the Closing Date, or (y) the
                        date on which an Event of Default occurs.
                        All amounts outstanding and any other
                        obligations of the Debtor under the
                        Facility will be due and payable in full
                        in cash on Maturity Date.

Prepayment Fee:         A fee equals to 100 bps if the Facility
                        is refinanced with a replacement DIP
                        financing before maturity, unless the
                        replacement DIP financing is the
                        $125,000,000 Facility.

Interest Rate:          The Facility will bear cash interest at a
                        rate equal to the rate applicable to a
                        LIBOR interest period of three months on
                        the Closing Date plus 700 bps, payable on
                        the Maturity Date.

Default Interest Rate:  During the continuance of an Event of
                        Default, the Facility will bear cash
                        interest at an additional 200 bps per
                        annum.

Commitment Fees:        A commitment fee to the Note Purchasers
                        equal to 100 bps of the principal amount
                        of the Facility will be earned and due
                        and payable to the Note Purchasers upon
                        entry of the Interim Order.

Agent's Agreement:      All fees, terms and conditions applicable
                        to appointment and duties of the
                        Administrative Agent with respect to the
                        Facility will be reasonably acceptable to
                        the Note Purchasers.

Expenses:               The Debtor will pay in the ordinary
                        course, without further Court order:

                        (a) all reasonable out-of-pocket costs
                            and expenses of the Administrative
                            Agent in connection with the
                            preparation, execution and delivery
                            of the note purchase documentation
                            and the funding of the Facility, the
                            administration of the Facility and
                            any amendment or waiver of any
                            provision of the note purchase
                            documentation;

                        (b) reasonable out-of-pocket costs and
                            expenses of the Note Purchasers in
                            connection with the enforcement or
                            protection of any of their rights and
                            remedies under the note purchase
                            documentation; and

                        (c) all reasonable fees and expenses of
                            the Note Purchasers' professionals in
                            connection with the Case.

                        The Note Purchasers will provide a
                        summary of those fees and expenses to the
                        Debtor, any duly appointed official
                        committee, the office of the US Trustee
                        and, in the event of an objection within
                        five days of receipt, an objection will
                        be heard by the Court.

Priority:               All amounts owing by the Debtor under the
                        Facility in respect at all times will
                        constitute allowed super-priority
                        administrative expense claims in the Case
                        having priority over all administrative
                        expenses of the kind specified in
                        Sections 503(b) and 507(b) of the
                        Bankruptcy Code, subject only to the
                        Carve-out.

Collateral:             All amounts owing by the Debtor under the
                        Facility will be secured by a first
                        priority perfected priming security
                        interest in all of the assets of the
                        Debtor, which currently secure the Senior
                        Secured Notes, subject only to valid and
                        enforceable liens of records as of
                        commencement date of the case as are
                        acceptable to the Administrative Agent
                        and the Note Purchasers in their sole
                        discretion, and the Carve-Out for
                        professional fees.

Carve-Out:              $500,000

Adequate Protection:    As a result of the priming contemplated,
                        The Bank of New York, as Trustee for the
                        Senior Secured Notes, for the benefit of
                        all holders of the Senior Secured Notes,
                        will be granted:

                        (a) a replacement security interest in,
                            and lien on all of the Debtor's
                            property that currently serves as
                            collateral for the Senior Secured
                            Notes; and

                        (b) a security interest in, and a lien
                            on, the Debtor's working capital,
                            except that the lien may be junior to
                            existing liens held by the
                            Prepetition Lenders.

Covenant:               Among others, the Debtor agrees not to
                        seek any other DIP financing other than
                        the $125,000,000 to be provided by
                        certain holders of Senior Secured Notes
                        who agree to become note purchasers.

The Debtor and Wells Fargo agree to customary events of default
provisions.

The Debtor also agrees to indemnify Wells Fargo and each Note
Purchaser and their affiliates from any claims or causes of
action claims in connection with the Facility.

The Note Purchasers and their commitment are:

   Purchaser                                           Amount
   ---------                                           ------
   Merrill Lynch Global Allocation Fund, Inc.      $5,684,159
   FAM Variable Series Funds, Inc.                    332,621
   FAM Series Fund, Inc.                              119,427
   Debt Strategies Fund, Inc.                       2,350,057
   Merrill Lynch Global Investment Series           3,414,049
   Merrill Lynch Global Allocation Fund (Australia)    99,687
   Transamerica Life Insurance Company              3,000,000

Judge Paskay will convene a hearing on August 30, 2005, at 1:30
p.m. to consider final approval of the Wells Fargo Facility.
Objections are due August 22.

A full-text copy of the Court's Interim Order is available at no
charge at:

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

A full-text copy of the Term Sheet is available at no charge at:

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

               Wachovia Wants Interim Order Vacated

Wachovia Capital Finance Corporation (Central), as agent for
certain of the Debtor's lenders, asks the Court to set aside the
interim order authorizing the Debtors to obtain additional DIP
financing.

Richard H. Malchon, Jr., Esq., at Ruden, McClosky, Smith,
Schuster & Russell, PA, in Tampa, Florida, explains that Wachovia
was not duly informed of the emergency hearing.

Mr. Malchon adds that during the emergency hearing on first day
motions, the Debtor, through its counsel, made passing reference
to the Debtor's negotiations to obtain additional $15,000,000 DIP
financing from certain noteholders.

Mr. Malchon further adds that the Debtor did not describe the
terms for the $15,000,000 Credit Facility.  Neither did the
Debtor request the Court to authorize it to obtain the
$15,000,000 Credit Facility.

The Debtor's request for interim approval of the Wachovia
Facility specifically and expressly represented to the parties
and to the Court that the Debtor "is filing" a separate motion on
August 8, 2005, seeking approval of the $15,000,000 Credit
Facility.

Mr. Malchon notes that there was no motion filed. The failure to
do so constitutes a denial of basic due process.

The Debtor's brief reference to the $15,000,000 Credit Facility
and the Court's consideration of same clearly fails to comply
with the notice requirements of Section 364 of the Bankruptcy
Code and Rules 4001(c) and (d) of the Federal Rules of Bankruptcy
Procedure, Mr. Malchon asserts.

Mr. Malchon also contends that the Interim Priming Order
submitted to the Court by the Debtor contains numerous other
misstatements of fact, all of which will be shown to the Court at
the hearing and anyone of which is sufficient to warrant vacatur
of the Interim Priming Order.

Wachovia has outlined to Debtor in detail a number of objections
to the terms of the Interim Priming Order together with suggested
resolutions.

                   Wachovia Outlines Objection

In a letter dated August 11, 2005, Wachovia's New York counsel,
Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston &
Rosen, PC, in New York, notified Robert A. Soriano, the Debtor's
counsel, their receipt of the draft interim priming order without
an attached Term Sheet.  Wachovia retrieved a copy of the Interim
Priming Order with the Term Sheet.

"We are astonished that the Debtor sought entry of the Interim
Priming Order on an Ex Parte basis and without requesting the
consent of Wachovia or Madeleine, LLC, or even favoring us with a
draft of the proposed Interim Priming Order or Term Sheet," Mr.
Helfat says.

Mr. Helfat reminds Mr. Soriano that Section 364 of the Bankruptcy
Code requires notice and hearing before the Additional Financing
can be approved.

"The allegations that 'the Debtor has been unable to procure the
necessary financing on terms more favorable than the financing
offered by Agent and Purchasers pursuant to the Term Sheet' is
simply untrue as Wachovia offered to provide the Debtor with a
similar $15 million term loan," Mr. Helfat argues.

Wachovia is prepared to consent the entry of the Interim Priming
Order provided:

   1. The Priming Noteholders must agree to be bound by the
      Collateral Access and Intercreditor Agreement between
      Wachovia and the Bank of New York, as Note Trustee for the
      existing noteholders.

   2. There will be no grant of junior liens in the Wachovia
      collateral unless Wachovia receives junior liens in the
      Existing Noteholders' and Priming Noteholders' Collateral
      and any junior liens granted in the Wachovia collateral,
      whether granted as additional security for the Priming
      Noteholders or as adequate protections for the Existing
      Noteholders, must remain junior, subordinate and subject to
      the rights and remedies granted to Wachovia under the
      Wachovia DIP Order, until all obligations due Wachovia have
      been indefeasibly paid and satisfied in full.

   3. The right of the Priming Noteholders to be repaid, at
      maturity or otherwise, for the $15,000,000 postpetition
      financing provided to the Debtor will for all purposes
      remain subject to the repayment in full of all obligations
      owed to Wachovia, except in the event that proceeds are
      generated from the sale or other disposition of the
      Existing Noteholders' or Priming Noteholders' Collateral.

   4. The super-priority claims and postpetition liens on
      unencumbered assets granted to the Priming Noteholders and
      Existing Noteholders pursuant to the Interim Priming Order
      will be junior, subordinate and subject to the post-
      petition liens and super-priority claims granted to
      Wachovia pursuant to the Wachovia DIP Order.

   5. Upon the occurrence of an "Event of Default" or the
      "Maturity Date", the right of the Priming Noteholders and
      Existing Noteholders to exercise any rights or remedies
      under the Interim Priming Order, the accompanying Term
      Sheet or any related "Financing Agreements" will be of no
      force and effect and be stayed until Wachovia has been
      repaid in full or afforded the opportunity to exercise its
      rights and remedies in accordance with the terms of the
      Wachovia DIP Order and Collateral Access and Intercreditor
      Agreement.  Upon the occurrence of an "Event of Default" or
      the "Maturity Date", the Priming Noteholders' sole remedy
      will be to stop lending until Wachovia is repaid in full.

   6. As discussed on August 8, 2005, the Budget attached to the
      Wachovia DIP Orders needs to be revised for the Debtor to
      remain in compliance with the terms of the Wachovia DIP
      Order.

   7. The fees, interest and various other costs, including the
      Carve-Out Expenses, the fees and expenses incurred by any
      professionals retained solely by the Priming Noteholders,
      and the costs associated with indemnification rights, will
      only be payable solely out of the proceeds of the
      $15,000,000 postpetition financing provided by the Priming
      Noteholders and will not be payable from the proceeds of
      the working capital facility provided by Wachovia.

   8. Wachovia will not object to the appointment of a "CRO"
      provided that any potential candidate is acceptable to
      Wachovia.

   9. The Interim Priming Order must be revised to expressly
      provide that the postpetition liens, super-priority claims
      and other relief granted is limited to the $15,000,000
      financing provided by the Priming Noteholders.

  10. The No Modification or Stay provision of the Interim
      Priming Order must be modified to mirror that of the
      Wachovia DIP Order.

  11. The Interim Priming Order and accompanying Term Sheet will
      require other additional modifications in order to be
      consistent with the terms and conditions of the Wachovia
      DIP Order, which additional modifications are open for
      discussions.  Wachovia reserves all rights with respect to
      any documentation.

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: Hires Carlton Fields as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Anchor Glass Container Corporation permission to hire Carlton
Fields, PA, as counsel.

Anchor Glass hired Carlton Fields as its legal adviser with
respect to restructuring and bankruptcy-related issues prior to
filing its chapter 11 petition.  The firm also represented the
Debtor in its prior Chapter 11 case filed in April 2002.

The Debtor has selected Carlton Fields to serve as its bankruptcy
counsel because the firm and its attorneys have extensive
experience in bankruptcy and debtor-creditor law.  Carlton Fields
is familiar with the Debtor's financial affairs and with the
rules and procedures of the Court.  The Debtor believes that
Carlton Fields and its attorneys are qualified to represent it in
this case.

As legal counsel, Carlton Fields will:

   (a) render legal services with respect to the Debtor's powers
       and duties as a debtor-in-possession, the continued
       operation of the Debtor's business, and the management of
       its property;

   (b) prepare on behalf of the Debtor necessary motions,
       applications, orders, reports, pleadings and other legal
       papers;

   (c) appear before the Court, any appellate courts and the
       United States Trustee to represent and protect the
       interests of the Debtor;

   (d) assist the Debtor and participate in negotiations with
       creditors and other parties-in-interest in formulating the
       plan of reorganization, drafting the plan and a related
       disclosure statement and any amendment thereto, and take
       necessary legal steps to confirm a plan;

   (e) represent the Debtor in adversary proceedings, contested
       matters and matters involving administration of this case,
       both in federal and state courts;

   (f) assist the Debtor in negotiations with potential financing
       sources and prepare contracts, security instruments or
       other documents necessary to obtain financing; and

   (g) perform all other legal services that may be necessary for
       the proper preservation and administration of the Chapter
       11 case.

Carlton Fields will charge at its standard hourly rates and
reimbursed for reasonable and necessary expenses it incurs.  The
professional charges are:

              Professional                Hourly Rates
              ------------                ------------
              Shareholder                  $275 - $550
              Associate                    $175 - $350
              Paralegal                    $120 - $175

Robert A. Soriano, Esq., a partner at Carlton Fields PA, assures
the Court that the firm does not represent any other party except
the Debtor in the Chapter 11 case.

However, Mr. Soriano discloses that Carlton Fields, as co-counsel
with Lowenstein Sandler PC, represents the Debtor, certain
present and former individual directors of the Debtor, and three
entities affiliated with Cerberus Capital Management, L.P., in
four federal securities class actions consolidated into Davidco
Investors LLC vs. Anchor Glass Container Corporation, et al.,
Case No. 8:04-CV-2561-SCB-EAJ, and the shareholders' derivative
action styled Carmona vs. Deneau, et al., Case No. 8:05-CV-272-
SDM-EAG, both pending in the United States District Court for the
Middle District of Florida.

In connection with the class actions, Carlton Fields believes
that there is no conflict of interest between the Debtor and the
other defendants the firm represents.  Pursuant to an agreement
between the defendants, if a conflict does arise, the firm's
first obligation will be to the Debtor and it will continue to
represent it.

Madeleine L.L.C., an entity that is an affiliate of Cerberus, is
a creditor of the Debtor.  In addition, Cerberus and certain of
its affiliates own a majority of the equity of the Debtor.
Carlton Fields does not believe that its representation of
Cerberus in the federal litigation constitutes an interest
adverse to the Debtor and its estate.

Carlton Fields has also represented Madeleine in the past in
matters unrelated to the Debtor.  The firm is not currently
representing that entity in any matter.

Wachovia Capital Finance Corporation (Central), formerly known as
Congress Financial Corporation (Central), for itself and as
agent, is a secured lender to the Debtor.  While Carlton Fields
does not represent Wachovia Capital, in the past the firm has
represented Congress Financial in matters unrelated to the
Debtor.

Carlton Fields also represents Wachovia Bank, N.A., and various
of its affiliates in matters unrelated to the Debtor.  Before its
engagement in the case as counsel for the Debtor, Carlton Fields
obtained conflict waivers from both the Debtor and Wachovia
Corporation with respect to this engagement.

Wachovia's waiver is subject to certain conditions, Mr. Soriano
notes.  Should any dispute with Wachovia Capital arise, like a
challenge to the amount, validity, priority or extent of its
liens or claims, Carlton Fields would not represent the Debtor in
connection therewith.  Any representation would then be handled
by special counsel or counsel for the unsecured creditors'
committee when one is appointed.

Carlton Fields does not believe that its representation of
Wachovia and certain of its affiliates affects the exercise of
the firm's independent judgment as counsel to either the Debtor
in this case or Wachovia in other unrelated matters.

Bank of America is a participant in the credit facility for which
Wachovia Capital is agent.  Mr. Soriano discloses that Carlton
Fields has represented Bank of America in various matters
unrelated to the Debtor, and is currently representing the Bank
in one or two loan modifications unrelated to the Debtor.

GE Capital Corporation is a participant in the same loan.
Carlton Fields has represented GE in various matters unrelated to
the Debtor.  It is not currently representing the company, but
may be representing one or more of its affiliates in matters
unrelated to the Debtor's case.

Mr. Soriano also reports that the Debtor has paid Carlton Fields
for all prepetition services performed by the firm on the
Debtor's behalf.  In the past year, Carlton Fields received
$308,176 for services rendered.

The firm has also received a $300,000 retainer to be applied to
legal services to be rendered from August 3 to 8, 2005, and to
postpetition fees and costs.

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: Wants Cahill Gordon as Special Counsel
----------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy
Court for the Middle District of Florida for permission to hire
Cahill Gordon & Reindel LLP as special counsel, nunc pro tunc
to August 8, 2005.

The Debtor turned to Cahill Gordon for legal advice before its
2002 bankruptcy proceeding.  The firm performed services with
respect to corporate, litigation, restructuring and bankruptcy-
related issues.  Cahill Gordon served as co-bankruptcy counsel to
the Debtor during its 2002 restructuring.  Since the completion of
the 2002 restructuring, Cahill Gordon has undertaken various
specific assignments for the Debtor and others involved in
transactions with the Debtor.

The Debtor selected Cahill Gordon to serve as its special counsel
because the firm and its attorneys have extensive experience in
corporate finance, financial restructuring and bankruptcy and
debtor-creditor law.  The Debtor believes that Cahill Gordon and
its attorneys are well qualified to represent it in this case.

As special counsel, Cahill Gordon will provide services with
respect to:

   -- corporate law-related issues related including federal and
      state securities law matters, tax and pension matters;

   -- corporate governance;

   -- assistance in debtor-in-possession financing;

   -- assistance in connection with other postpetition
      transactions including asset sales;

   -- business combinations;

   -- financing transactions in connection with a reorganization
      plan; and

   -- litigation matters as are designated by the Debtor and do
      not constitutes matters central to the Debtor's
      reorganization.

The Debtor will compensate Cahill Gordon for legal services an
hourly basis in accordance with the firm's customary hourly rates
and for reasonable and necessary expenses and charges incurred in
connection with the case:

         Professionals                     Hourly Rates
         -------------                     ------------
         Partners, Senior Counsel          $636 - 668
         and Counsel

         Associates                        $332 - 628
         and Senior Attorneys

         Paralegal/Legal Assistant         $160 - 260

         Specialized Corporate             $420
         Research Paraprofessional

James J. Clark, Esq., a member of Cahill Gordon, attests that the
firm does not hold any interest adverse to the Debtor or to the
estate.  Mr. Clark further states that Cahill Gordon does not
have any connection with any creditor or other party-in-interest,
or their attorneys or accountants, or the United States Trustee
for Region 21 or any of its employees.

In 1987, Cahill Gordon represented Bankers Trust Company, Dillon
Read & Company Inc., and J.P. Morgan & Co. in connection with the
former Anchor Glass Container Corporation.  The firm ceased any
involvement with the Old Anchor before the bankruptcy proceeding.

Mr. Clark informs the Court that the Debtor has paid Cahill
Gordon for all prepetition services.

Since January 2005, Cahill Gordon has received payment from the
Debtor of $132,340 for professional services rendered and
expenses incurred.  Cahill Gordon is also holding $8,630 as an
unapplied retainer services to be performed during the Chapter 11
case.  The Debtor and Cahill Gordon have agreed that the
unapplied retainer will be applied, subject to the Court's
approval, against its postpetition billings and will not be
placed in a separate account.

Anchor Glass is a large corporation and claims may be bought and
sold from time to time, there is a possibility that present or
former clients of Cahill Gordon may acquire claims against or
have rendered services to Anchor Glass without Cahill Gordon
being aware of it.  Cahill Gordon will not represent any of those
parties in relation to the Debtor's chapter 11 case, Mr. Clark
assures the Court.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


APARTMENT AT TIMBER: Thomas D. Stalnaker Named as Ch. 11 Trustee
----------------------------------------------------------------
The Honorable Timothy J. Mahoney approved the request of the U.S.
Trustee for Region 13 to appoint a chapter 11 trustee to take
control of Apartment at Timber Ridge, LP's restructuring.

The U.S. Trustee reports that he consulted with these parties-in-
interest regarding the appointment of Thomas D. Stalnaker to serve
as the Chapter 11 Trustee:

      Richard Beheler, Esq.
      Christopher Giamino, Esq.
      Attorneys for Federal National Mortgage Association;

      Linda Cargill
      Cargill Investment Group, Ltd.;

      Peter Olberg, Esq.
      Attorney for Cargill and Lehman Brothers; and

      Howard T. Duncan, Esq.
      Attorney for the Debtor

Headquartered in Dallas, Texas, Apartment at Timber Ridge, LP, aka
Timber Ridge Apartments, operates a residential apartment building
in Omaha, Nebraska.  The Company filed for chapter 11 protection
on June 3, 2005 (Bankr. D. Nebr. Case No. 05-82135).  Howard T.
Duncan, Esq., at Duncan Law Office, 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 to $50 million.


APARTMENT AT TIMBER: Ch. 11 Trustee Wants Own Firm as Counsel
-------------------------------------------------------------
Thomas D. Stalnaker, the Chapter 11 Trustee for Apartment at
Timber Ridge, LP, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Nebraska to employ Stalnaker,
Becker & Buresh, P.C., as his counsel.

Stalnaker Becker will give the Chapter 11 Trustee legal advice
with respect to:

    * the investigation of actions of the Debtor,

    * the operation of the Debtor's business,

    * the preparation of a Plan of Reorganization and Disclosure
      Statement,

    * the recovery, collection and sale of assets of the estate,
      and

    * the prosecution of possible objections to claims,

and such other services as may properly be necessary in order for
the Trustee out his duties.

Court records do not disclose the Firm's current billing rate.

Robert J. Becker, Esq., at Stalnaker Becker, discloses that the
Trustee, Mr. Stalnaker, is:

    * an officer of the Firm;

    * a director of the Firm;

    * a shareholder of the Firm; and

    * a member of the panel of Chapter 7 Trustees for the District
      of Nebraska appointed by the office of the United States
      Trustee.

Mr. Becker also discloses that the Firm has represented Micro
Plumbing, an unsecured creditor, in matters unrelated to the
Chapter 11 case.

Mr. Becker assures the Court that the Firm does not hold any
interest adverse to the Trustee, or the estate in the matters upon
which it is to be engaged.

Headquartered in Dallas, Texas, Apartment at Timber Ridge, LP, aka
Timber Ridge Apartments, operates a residential apartment building
in Omaha, Nebraska.  The Company filed for chapter 11 protection
on June 3, 2005 (Bankr. D. Nebr. Case No. 05-82135).  Howard T.
Duncan, Esq., at Duncan Law Office, 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 to $50 Million.


ASARCO LLC: Court Defers Ruling on Automatic Stay Provisions
------------------------------------------------------------
The Bankruptcy Code provides debtors with various protections
from their creditors.  Specifically, Section 362(a) of the
Bankruptcy Code provides for an automatic stay of:

   (1) the commencement or continuation, including the issuance
       or employment of process, of a judicial, administrative,
       or other action or proceeding against a debtor that was or
       could have been commenced before the Petition Date, or to
       recover a claim against a debtor that arose before the
       Petition Date;

   (2) the enforcement, against a debtor or against property of
       the estate, of a judgment obtained before the Petition
       Date;

   (3) any act to obtain possession of property of the estate or
       to exercise control over property of the estate;

   (4) any act to create, perfect, or enforce any lien against
       property of the estate;

   (5) any act to create, perfect, or enforce any lien against
       property of a debtor to the extent that the lien secures a
       claim that arose before the Petition Date;

   (6) any act to collect, assess, or recover a claim against a
       debtor that arose before the Petition Date;

   (7) the set-off of any debt owing to a debtor that arose
       before the Petition Date against any claim against a
       debtor; and

   (8) the commencement or continuation of a proceeding before
       the United States Tax Court concerning a debtor.

Creditors unfamiliar with the automatic stay may attempt to
proceed against ASARCO LLC'S property despite the commencement of
these Chapter 11 cases.  Any unilateral self-help action could
jeopardize the Debtor's reorganization efforts and result in
irreparable harm to the Debtor's estates and other parties-in-
interest.

Although the stay arises by operation of law, ASARCO believes
that a court order is necessary and helpful to ensure creditor
compliance with the stay.  Accordingly, the Debtor asks the U.S.
Bankruptcy Court for the Southern District of Texas to confirm the
applicability of the automatic stay.

ASARCO also asks Judge Schmidt to confirm that:

    -- it is authorized to continue operating its businesses and
       managing its properties;

    -- it has the power to enter into all transactions, including
       obtaining services, supplies and inventories, that it
       could have entered into in the ordinary course of
       businesses had there been no bankruptcy filing; and

    -- suppliers and other parties may continue to engage in
       transactions with it in the ordinary course of business in
       the same manner and on the same terms and conditions as
       they did before the Petition Date.

Section 1108 of the Bankruptcy Code authorizes a trustee to
operate the business and manage the properties of the estate in
the ordinary course of business.  Section 1107(a) provides that,
with certain exceptions, a debtor has all of the rights, powers
and duties of a trustee in a case under Chapter 11.

Hence, ASARCO notes that it is authorized under the Bankruptcy
Code to operate its businesses and manage its properties in the
ordinary course of businesses without Court approval.

ASARCO points out, however, that certain parties with whom it
does business may be reluctant to continue their business
relationships without evidence that the Debtor is indeed so
authorized.

                     Texas Commission Objects

The Texas Commission on Environmental Quality, through the Office
of the Attorney General of Texas, asks the Court to set a hearing
on the Motion in the ordinary course.  The Commission wants more
time to review the Debtor's request.

Greg Abbot, Attorney General of Texas, asserts that the Debtor
has offered no evidence of an actual dispute or adversary party
against whom it is seeking these orders, thus creating no
immediate problem which would necessitate the hearing of the
motion on an emergency basis.

The Texas Commission requests the Court to set the matter in the
ordinary course so that parties-in-interest may have an
appropriate opportunity to respond.

Mr. Abbot says a brief review of the Debtor's request raises
several concerns, one of which is the broad language the Debtor
has employed with respect to the applicability of the automatic
stay.

Mr. Abbot informs the Court that the Commission seeks more than
two business days' notice to brief this highly important issue,
and for the Court not to entertain the Debtor's request on an
emergency basis.  In the alternative, the Commission objects to
the Motion and asks the Court to deny it in total.

                         Court's Ruling

The Court authorizes ASARCO to operate its business and manage
its properties in the ordinary course as well as maintain all
prepetition business relationships incident thereto.  The Debtor
is also authorized to promptly pay for all services rendered to
or for it as may be agreed, absent a bona fide dispute.

Judge Schmidt deferred ruling on the Debtor's request to enforce
the automatic stay provisions.

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 Maintain Existing Bank Accounts
-------------------------------------------------------------
The United States Trustee has certain operating guidelines,
including one provision requiring a debtor-in-possession to open
new bank accounts and close all existing accounts to provide a
clear line of demarcation between prepetition and postpetition
claims and payments.  The Debtor seeks a waiver of this
provision.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells that Court that, if enforced in this case, this requirement
would cause enormous disruption in the Debtor's business and
would impair its efforts to reorganize.

Mr. Prince further asserts that maintenance of the bank accounts
would greatly facilitate the Debtor's transition to postpetition
operations.

ASARCO assures the U.S. Bankruptcy Court for the Southern District
of Texas that it will not intentionally pay, and each of the banks
where the accounts are maintained will be directed not to pay, any
debts incurred before the Petition Date other than as specifically
authorized by the Court.

Mr. Prince says ASARCO is aware of a number of outstanding checks
that were issued prepetition to various parties, and that the
company has implemented safeguards like freezing accounts and
issuing stop-payment orders to prevent prepetition checks from
clearing postpetition.

The Bankruptcy Court for Southern District of Texas has allowed
debtors to maintain their existing bank accounts in the past, Mr.
Prince reminds Judge Schmidt, citing In re Encompass Services
Corporation, et al., Case No. 02-43582-H4-11 (Bankr. S.D. Tex.
November 20, 2002); EOTT Energy Partners, L.P., et al., Case No.
02-21730-H1-11 (Bankr. S.D. Tex.  October 9, 2002); and In re
Sterling Chem. Holdings, Inc., et al., Case No. 01-37805-H4-11
(Bank. S.D. Tex. August 22, 2001).

                         Court's Ruling

Judge Schmidt authorizes the Debtor to designate, maintain, close
or continue to use, with the same account numbers, all of its
bank accounts existing as of the Petition Date.

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 Maintain Existing Business Forms
--------------------------------------------------------------
ASARCO LLC sought and obtained the Court's authority to continue
using all correspondence and business forms, as well as checks
existing immediately before the Petition Date, without reference
to its status as debtor-in-possession.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
explains that changing correspondence and business forms would be
unnecessary and burdensome to the estate, as well as expensive
and disruptive to ASARCO's business operations.

Mr. Kinzie attests that parties doing business with ASARCO will
be aware of its status as debtor-in-possession.

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)


ASIA GLOBAL: Ch. 7 Trustee Wants 360 Summary Judgment Reconsidered
------------------------------------------------------------------
Robert L. Geltzer, the Chapter 7 Trustee for Asia Global Crossing
Ltd., asks the U.S. Bankruptcy Court for the Southern District of
New York to reconsider its decision denying the AGX Trustee's
request for summary judgment in connection with 360networks
Corporation's $100 million claim.

In his Decision, Judge Bernstein held that AGX breached the AGX
Guaranty when it anticipatorily repudiated the Guaranty on
January 29, 2003 -- the date when the Court approved the sale of
AGX's assets to Asia Netcom Corp., Ltd.  The Court held that
"anticipatory repudiation occurs when the obligor commits an act
that makes it actually or apparently impossible for him to
perform."

Jonathan L. Flaxer, Esq., at Golenbock Eiseman Assor Bell &
Peskoe, LLP, in New York, contends that the Court's
reconsideration of its Decision is warranted because certain
triable issues exist as to whether the ANC Sale resulted in
anticipatory repudiation of the AGX Guaranty.

Mr. Flaxer asserts that the ANC Sale had no impact on AGX's
ability to honor its obligations under the AGX Guaranty to
provide capacity on the PC-1 and EAC systems to 360networks.
Similarly, AGX guarantees the obligations due under the Asia
Capacity, which is defined to include capacity in connection with
the PC-1 and EAC systems.  Therefore, the ANC Sale does not
constitute anticipatory repudiation.

Mr. Flaxer recounts that the EAC System is a trans-pacific
telecommunication cable owned by East Asia Crossing Limited.  On
the other hand, the PC-1 System is owned by Pacific Crossing Ltd.
Both of the owners happen to be an indirect, wholly owned AGX
subsidiary.  As part of the ANC Sale, the stock conveyance of EA
Crossing to ANC was effected.  However, AGX did not sell any
interest in Pacific Crossing to ANC.

Since AGX never directly owned capacity on the PC-1 system, it
was always the case that to obtain that capacity, AGX might turn
to Pacific Crossing as the supplier, Mr. Flaxer explains.

Moreover, Mr. Flaxer points out that during the ANC Sale, there
was an excess of telecommunications capacity in the marketplace.
Thus, even with respect to the EAC capacity, there is no reason
to believe that ANC -- the new owner of the EAC capacity -- would
have declined to sell that capacity to AGX.

Based on the record, even if 360networks had ordered capacity
after January 29, 2003 -- the date the Court approved the ANC
Sale -- or between the ANC Sale's closing date and March 30,
2003, at the time that AGX would have been called on to honor any
demand, telecommunications capacity was in substantial abundance
and, therefore, may have been available.

Accordingly, the AGX Trustee wants a trial to determine whether
the occurrence of the Approval Date or the March 10, 2003,
Closing Date prevented AGX from supplying capacity if it had been
requested by 360Networks.

          Court Should Fix AGX Guaranty Repudiation Date

Mr. Flaxer insists that the operative date of AGX's repudiation
of the AGX Guaranty did not occur on January 29, 2003.  Mr.
Flaxer also contends that Judge Bernstein's approval of the ANC
Sale did not vest ownership interest in ANC.

However, AGX's assets remained property of the estate until the
ANC Sale was consummated.  Until that period, AGX could have
honored the AGX Guaranty's terms by supplying any requested
capacity to 360networks.

"What the Court approved on January 29, 2003, was [a] form of
agreement between the parties, which may not have yet been
executed," Mr. Flaxer clarifies.

The ANC Sale Order provides that the "Acquired Assets" will be
transferred and assigned to ANC effective on the consummation of
the transactions contemplated by the Sale Agreement.  Pursuant to
the Sale Order, the transfer and assignment of the Acquired
Assets has been effected as of the Closing Date.  Similarly, the
Sale Order provides for any entity in possession of the Acquired
Assets to surrender them on the Closing Date.

Mr. Flaxer contends that, in general, there were many conditions
to closing, each of which had to be satisfied for ANC to be
required to close.  The Sale Agreement even covers numerous
mechanisms to which it may be terminated at any time before the
Closing Date, which termination includes AGX's and ANC's "mutual
written consent."

Mr. Flaxer tells Judge Bernstein that after the Approval Date,
the transaction might not have closed, and AGX would still have
been the owner of the Acquired Assets.

Thus, the AGX Trustee asks the Court to establish March 10, 2003,
as the actual repudiation date of the AGX Guaranty.

          AGX Trustee Wants to Prove 360networks' Breach

In accordance with Judge Bernstein's Decision, the Master
Agreement imposed obligations and elaborate procedures on the
parties in connection with planning for 360networks' future
needs.

The AGX Trustee wants to make sure that he will be able to adduce
facts at trial demonstrating that 360networks' breaches and
anticipatory repudiations of the Master Agreement either relieved
AGX of any obligation to perform, or rendered it impossible for
AGX to locate and deliver requested capacity.

The AGX Trustee seeks to clarify that the trial referred to in
the Decision will encompass the issues of fact attendant to his
remaining objections to the 360networks' Claim, which objections
were not addressed in the AGX Trustee's request as they contain
genuine issues of material fact.

      360networks Wants AGX's Reconsideration Request Denied

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, LLP, in New
York, argues that the AGX Trustee fails to state controlling
decisions or factual matters overlooked by the Court, or to
otherwise demonstrate clear error or manifest injustice that
would merit reconsideration.

Mr. Lipkin tells Judge Bernstein that the AGX Trustee simply
seeks to introduce new facts and arguments not discussed in his
prior pleadings, in the futile hope of changing the Court's
determination.

Accordingly, 360networks asks the Court to deny the AGX Trustee's
request for reconsideration.

Concerning the issue whether AGX anticipatorily repudiated the
Guaranty, Mr. Lipkin notes that the AGX Trustee never argued that
AGX could have delivered $100 million of Asia Capacity to
360networks once AGX had pursued the sale of substantially all of
its assets to ANC.

Mr. Lipkin contends that the Court need not be burdened with the
numerous flaws in the AGX Trustee's argument on the ANC Sale,
since any argument is no longer available to the AGX Trustee.

Equally nonsensical, Mr. Lipkin points out, is the AGX Trustee's
speculation that AGX might have supplied $100 million of Asia
Capacity -- which was contractually required to be available for
15 to 25 years -- during six weeks between the Approval Date and
the Closing Date, or that the ANC Sale might not have closed
based on the parties' mutual decision.

"Again, the Trustee's wishful musings bear no relation to any
argument or substantiated fact timely placed before the Court,"
Mr. Lipkin says.

Mr. Lipkin further asserts that the AGX Trustee's allegations of
breaches by 360networks provide no citations or support and that
the Court should not give an advisory opinion about it.

"The [Court's] Opinion speaks for itself," Mr. Lipkin remarks.

Regarding the AGX Trustee's request that Judge Bernstein advice
him as to the extent the AGX Trustee's other objections to
360networks' Claim survive the Opinion, Mr. Lipkin maintains that
that issue should not be handled on an advisory basis,
particularly without citation or detail from the AGX Trustee.

      360networks Insists It Is Entitled to Summary Judgment

The Court had previously ruled that 360networks' request for
summary judgment regarding the AGX Trustee's remaining claim
objection theories was premature.

Now that "the AGX Trustee's request has failed," 360networks is
renewing its request for summary judgment in its favor.  Mr.
Lipkin contends that 360networks is entitled to Summary Judgment
on the three remaining claim objections raised by the AGX
Trustee.

The AGX Trustee had argued that the Settlement Agreement
constituted "payment in full" of 360network's claim under the
Master Agreement and the AGX Guaranty.

360networks believes that this argument is baseless as the
Settlement Agreement makes no reference to any payment, treats
all settled claims separately, and provides for the AGX Guaranty
to survive -- a result totally inconsistent with the full
payment.  In addition, the AGX Trustee has not cited a single
claim of Global Crossing Bandwidth against 360networks, let alone
one whose release could constitute a full payment.

Furthermore, the AGX Trustee had asserted that AGX's incurrence
of the AGX Guaranty was a fraudulent conveyance that deserves
disallowance of 360networks' Claim pursuant to Section 502(d) of
the Bankruptcy Code.

Mr. Lipkin argues that Section 502(d) is inapplicable because the
statute of limitations for the AGX Trustee to bring an action has
expired.  Also, Section 502(d) only applies to unreturned
transfers, not incurred obligations.

The AGX Trustee had also indicated that AGX may assert GC
Bandwidth's defenses under the Master Agreement.

Mr. Lipkin counters that AGX became primarily liable under the
Master Agreement once GC Bandwidth filed for Chapter 11
protection and released all claims against 360networks.  Mr.
Lipkin points out that the AGX Trustee has failed to identify GC
Bandwidth's single potential claim against 360networks and has
admitted that 360networks had no affirmative obligation that
could give rise to a claim by GC Bandwidth under the Master
Agreement.

                      AGX Trustee Fights Back

"The 360networks' Objection is premature," the AGX Trustee tells
Judge Bernstein.

At present, the Court has not yet determined whether to
reconsider the decision, let alone entertain further argument as
to the propriety of the arguments contained in the parties'
pleadings, the AGX Trustee says.

Mr. Flaxer relates that Judge Bernstein's Decision ordered a
trial on whether 360networks was willing to accept delivery of
the Asian Capacity.  However, the Decision is silent about
whether that trial would encompass the factual matters attendant
to the AGX Trustee's objections to the 360netorks' Claim.

Similarly, Mr. Flaxer notes, the Decision does not address
whether the AGX Trustee will be able to adduce facts concerning
360networks' breach of the Master Agreement at that trial.

Mr. Flaxer further contends that 360networks' request for Summary
Judgment is "ill-placed" because it violated the pre-motion
conference requirement under Rule 7056-1 of the Local Rules of
the United States Bankruptcy Court for the Southern District of
New York.

Accordingly, the AGX Trustee asks Judge Bernstein to overrule
360networks' objection to his Reconsideration Request.

Asia Global Crossing Ltd., through its direct and indirect
subsidiaries, as well as through a number of in-country joint
ventures and commercial arrangements with Asian partners, provides
the Asia Pacific region with a broad range of integrated
telecommunications and IP services.  The Company filed for chapter
11 protection on Nov. 17, 2002 (Bankr. S.D.N.Y. Case No.
02-15749).  When the Debtor filed for protection from its
creditors, it listed $2,279,771,000 in total assets and
$2,616,316,000 in total debts.  David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, represents the Debtor in
its restructuring efforts.  The Court converted the Debtor's
chapter 11 case to a chapter 7 proceeding on June 11, 2003.  The
Court appointed Robert L. Geltzer as the Debtor's chapter 7
trustee.  Attorneys at Golenbock Eiseman Assor Bell & Peskoe LLP
represent Mr. Geltzer.  (Global Crossing Bankruptcy News, Issue
No. 81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Founder & CEO Retires & John Denison Named New CEO
----------------------------------------------------------------
ATA Holdings Corp. (PinkSheets:ATAHQ) reported that its founder,
J. George Mikelsons, intends to retire from his position as
President and Chief Executive Officer of the Company.  Upon
retirement, Mr. Mikelsons will continue to serve as the Company's
non-executive Chairman of the Board until the earlier of the
Company's confirmed plan of reorganization or December 31, 2005.
The Company, its subsidiary, ATA Airlines, Inc., and Mr. Mikelsons
are seeking Bankruptcy Court approval of the terms of Mr.
Mikelsons' retirement and retirement compensation arrangements.
If Bankruptcy Court approval is obtained, Mr. Mikelsons'
retirement will be effective on August 31.

Mr. Mikelsons, 67, founded ATA's predecessor, the Ambassadair
Travel Club, in 1973.  Following deregulation of the airline
industry in 1978, ATA was certified as a common carrier in 1981.
Mr. Mikelsons formed the predecessor to ATA Holdings in 1984 to
serve as the holding company for Ambassadair, ATA Airlines and
future affiliates of the Company.  The Company completed an
initial public offering in 1993 and was traded on the Nasdaq Stock
Exchange until November 2004.  Under Mr. Mikelsons' leadership,
ATA became the 10th largest airline in the United States and North
America's largest operator of military and commercial passenger
charters.  ATA has carried more than 100 million passengers while
maintaining an excellent safety record.

"The restructuring of ATA to enhance its long-term competitiveness
has involved the hard work of many dedicated ATA employees.  My
heart and thanks goes out to each and every one of them," said Mr.
Mikelsons.  "I am leaving to enjoy retirement like others my age,
but am confident I will be leaving ATA in good hands.  I was
pleased to have played a role in forging an alliance with
Southwest Airlines, which I consider to be the premier low cost
carrier in the U.S.

"The new ATA senior management team assembled over the past year
is very capable, experienced, and hard working, and highly
motivated to preserve ATA in the face of unprecedented, adverse
industry conditions.  I also wish to express my special
appreciation for the continuing support throughout my career at
ATA of ATA's employees, vendors and lessors, the State of
Indiana, the cities of Indianapolis and Chicago, and most
importantly, all of ATA's many valued and loyal customers."

Upon his retirement, Mr. Mikelsons will be succeeded as Chief
Executive Officer of the Company by John G. Denison.  Mr. Denison
was previously named Chief Executive Officer of ATA Airlines on
February 21, 2005.  Prior to joining ATA, Mr. Denison served in
senior management positions with Southwest Airlines from 1986 to
2001, including Executive Vice President of Corporate Services and
Chief Financial Officer.  Prior to joining Southwest, Mr. Denison
held various positions with LTV Corporation and Chrysler
Corporation.

"It's hard to imagine anyone other than George at the helm at
ATA," said Mr. Denison.  "I know I speak on behalf of all ATA
employees when I thank George for his leadership and wisdom, and
wish him the best in his retirement.  I look forward to continuing
to work with our senior management team and employees to sustain
the momentum George generated guiding ATA to a successful
reorganization."

ATA Airlines, now in its 32nd year of operation, offers "easy" and
affordable travel to major business centers and popular vacation
destinations like New York, Dallas/Ft. Worth, Boston, Hawaii,
Florida, Mexico and the Caribbean.  Through direct ATA flights and
connecting Southwest Airlines codeshare flights, ATA now serves
customers in more than 75 destinations.  Try ATA's 15-times-every-
weekday nonstop service between the New York area and Chicago-
Midway.  For more information, visit http://www.ata.com

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AURA SYSTEMS: U.S. Trustee Picks 3-Member Creditors Committee
-------------------------------------------------------------
The United States Trustee for Region 16 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Aura
Systems, Inc.'s chapter 11 case:

   1. R. Joseph Decker, Esq.
      Prindle, Decker & Amaro, LLP
      310 Golden Shore, 4th Fl.
      Long Beach, California 90801
      Phone: 562-436-3946, Fax: 562-495-0564

   2. Dr. Arthur J. Schwartz
      28717 Rothrock Dr.
      Rancho Palos Verdes, California 90275
      Phone: 310-920-6516, Fax: 310-820-4118

   3. Dr. Maurice Zeitlin
      P.O. Box 7950
      Van Nuys, California 91409
      Phone: 818-842-1125, Fax: 310-820-4118

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

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


CABLEVISION SYSTEMS: Balance Sheet Upside Down by $2.48 Billion
---------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) reported financial
results for the second quarter ended June 30, 2005.  Consolidated
net revenue grew 6% to over $1.2 billion compared to the year-
earlier period, reflecting strong revenue growth in
Telecommunications Services, offset in part by lower revenue in
Rainbow's Other Programming businesses.  Operating income
decreased 46% to $107.6 million and adjusted operating cash flow
decreased 14% to $401.0 million.  The decreases in operating
income and AOCF are primarily related to certain payments and
credits totaling approximately $106.1 million that favorably
impacted Madison Square Garden in 2004.  Excluding these items,
second quarter revenue, operating income and AOCF would have
increased 7%, 17% and 12%, respectively.

Highlights for the second quarter include:

   -- more than 20,000 basic subscribers added; fifth consecutive
      quarter of basic subscriber gains;

   -- Revenue Generating Unit growth of more than 332,000 new
      units, resulting from continued customer growth in video,
      high-speed data and voice;

   -- more than 1.3 million RGUs added across Cable Television's
      services since Q2'04;

   -- Cable Television net revenue growth of 16% and AOCF growth
      of 13% since Q2'04;

Cablevision President and CEO James L. Dolan commented:  "For the
second quarter, ongoing consumer demand for Cablevision's products
continued to drive industry-leading penetration rates across all
of our consumer services - analog and digital video, high-speed
data and voice.  The company experienced its fifth consecutive
quarter of basic subscriber growth, while our digital video
service ended the quarter with a noteworthy penetration rate of
58%.  In addition, we are extremely pleased with the continued
enthusiastic response to our voice product, which added nearly
114,000 customers in just the last three months."

               Results from Continuing Operations

The operating results of FSN Ohio, FSN Florida and Rainbow DBS's
distribution operations are included in discontinued operations
and are not presented in the table below.  The VOOM HD Networks
are included in the Rainbow segment for all periods presented.

Telecommunications Services - Cable Television and Lightpath

Telecommunications Services includes Cable Television -
Cablevision's "Optimum" branded video, high-speed data, and voice
residential and commercial services offered over its cable
infrastructure - and its "Optimum Lightpath" branded, fiber-
delivered commercial data and voice services.

Second quarter Telecommunications Services net revenues rose
16% to $895.3 million, operating income increased 23% to
$135.3 million, and AOCF increased 15% to $354.2 million, all as
compared to the year-earlier period.

Cable Television

Cable Television second quarter net revenues increased 16% to
$855.6 million, operating income increased 19% to $141.3 million
and AOCF rose 13% to $337.2 million, each compared to the year-
earlier period.  The increases in revenue, operating income, and
AOCF reflect the addition of more than 1.3 million Revenue
Generating Units from the second quarter of 2004 resulting from
growth in basic video, digital video, high-speed data, and voice
customers.

Highlights include:

   -- basic video customers up 20,757 or 0.7% from March 2005 and
      54,195 or 1.8% from June 2004; fifth consecutive quarter of
      basic subscriber gains;

   -- iO: Interactive Optimum digital video customers up 118,531
      or 7% from March 2005 and 575,774 or 49% from June 2004;

   -- Optimum Online high-speed data customers up 79,285 or 6%
      from March 2005 and 340,822 or 29% from June 2004;

   -- Optimum Voice customers up 113,877 or 31% from March 2005
      and 363,309 from June 2004, a three-fold increase;

   -- Revenue Generating Units up 332,040 or 5% from March 2005
      and 1,332,288 or 25% from June 2004;

   -- Advertising revenue up 6% from June 2004;

   -- Cable Television RPS of $95.22, up $4.04 or 4% from March
      2005 and $11.64 or 14% from June 2004;

   -- AOCF margin of 39.4% compared to 38.3% in March 2005 and
      40.4% in June 2004;

Lightpath

For the second quarter, Lightpath net revenues increased 16% to
$47.6 million, operating loss decreased 30% to $6.1 million and
AOCF increased 53% to $17.0 million, each as compared to the prior
year period.  The increase in revenue and AOCF is primarily
attributable to revenue growth in Ethernet data services over
Lightpath's fiber infrastructure.  The improvements in operating
loss and AOCF reflect the growth in Ethernet revenue as well as
certain expense savings resulting primarily from staff reductions
implemented earlier in the year and the timing of advertising
spending.  Lightpath revenue also includes Optimum Voice call
completion activity, which has no impact on AOCF.

Rainbow

Rainbow consists of our AMC, IFC and WE national programming
services as well as Other Programming which includes: FSN Chicago,
FSN Bay Area, fuse, MagRack, Sportskool, News 12 Networks, IFC
Entertainment, VOOM HD Networks, Metro Channels, Rainbow Network
Communications, Rainbow Advertising Sales Corp. and other Rainbow
developmental ventures.

Second quarter Rainbow net revenues decreased 17% to
$204.2 million, operating income decreased $24.0 million to
an operating loss of $8.3 million and AOCF decreased 37% to
$29.4 million, all compared to the year-earlier period.

AMC/IFC/WE

Second quarter net revenues increased 5% to $135.4 million,
operating income decreased 16% to $32.7 million and AOCF decreased
15% to $49.9 million, each compared to the prior year period.

The second quarter results reflect:

   -- increased programming costs and marketing expense,
      reflecting the networks' strategy to grow ratings;

   -- higher advertising revenue driven by continued ratings
      growth, with AMC recording a primetime ratings increase of
      7% season-to-date, offset in part by lower affiliate
      revenue;

   -- viewing subscriber increases of 10% at IFC, 3% at WE and 3%
      at AMC as compared to June 2004;

Other Programming

Second quarter net revenues decreased 36% to $76.7 million,
operating loss increased $17.7 million to $41.0 million, and the
AOCF deficit increased $8.8 million to $20.5 million, all as
compared to the prior year period.  The decrease in net revenue is
primarily driven by lower affiliate revenue at FSN Chicago
resulting from the termination of contracts after losing
professional sports content and from payments not being made in
accordance with an existing affiliate agreement.  To a lesser
extent, the net revenue decline also results from lower theatrical
and home video revenue at IFC Films.  The increases in operating
loss and AOCF deficit primarily reflect the net revenue losses,
offset in part by expense savings at FSN Chicago and reduced
contractual rights expenses at VOOM HD Networks.

Madison Square Garden

Madison Square Garden's businesses include: MSG Network, FSN New
York, the New York Knicks, the New York Rangers, the New York
Liberty, the MSG Arena complex and Radio City Music Hall.

Madison Square Garden's second quarter net revenue declined 9% to
$151.6 million compared to the second quarter of 2004.  Operating
income decreased to $10.5 million from $107.7 million and AOCF
decreased to $29.8 million from $119.9 million in the second
quarter, both as compared to the year-earlier period.  The 2004
period included $106.1 million of payments and credits relating to
the termination of the New York Mets rights agreement and NBA
expansion revenue.  Excluding these items, net revenue would have
declined 3%, operating income would have increased $8.9 million
and AOCF would have increased $16.0 million.  MSG's second quarter
results are primarily impacted by:

   -- the loss of NHL hockey games during the period which
      resulted in reduced revenues, offset by certain expense
      savings;

   -- higher affiliate revenue primarily related to retroactive
      rate adjustments, offset by the lack of Knicks playoff
      revenue in the 2005 period;

Results from Continuing Operations

Consolidated results exclude FSN Ohio, FSN Florida, and Rainbow
DBS's distribution operations, which are reflected in discontinued
operations for all periods presented.

Consolidated second quarter results compared to the prior year
period are as follows:

   -- net revenues increased 6% to $1.2 billion.  This was the
      result of continued customer growth in Cable Television as
      well as net revenue growth at AMC, IFC and WE networks,
      which was partially offset by lower net revenues in
      Rainbow's Other Programming and at Madison Square Garden.
      Excluding certain items recorded at Madison Square Garden in
      2004, net revenue would have increased 7%.

   -- operating income totaled $107.6 million compared to
      $198.2 million and consolidated AOCF decreased 14% to
      $401.0 million.  As discussed above, certain items totaling
      approximately $106.1 million at Madison Square Garden
      favorably impacted operating income and AOCF in 2004.
      Excluding these items, operating income and AOCF would have
      increased 17% and 12% as a result of continued revenue
      growth in cable television and expense savings at Madison
      Square Garden and Lightpath, offset somewhat by lower net
      revenue and higher expenses at Rainbow.

Cablevision Systems Corporation -- http://www.cablevision.com/--
is one of the nation's leading entertainment and
telecommunications companies.  Its cable television operations
serve more than 3 million households in the New York metropolitan
area.  The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television offering, Optimum
Online high-speed Internet service, Optimum Voice digital voice-
over-cable service, and its Lightpath integrated business
communications services.  Cablevision's Rainbow Media Holdings LLC
operates several successful programming businesses, including AMC,
IFC, WE and other national and regional networks.  In addition to
its telecommunications and programming businesses, Cablevision is
the controlling owner of Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, and owns and
operates Clearview Cinemas.

As of June 30, 2005, Cablevision Systems' equity deficit
narrowed to $2.48 billion compared to a $2.63 billion deficit at
Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services placed its long-term ratings
for Bethpage, N.Y.-based cable TV operator Cablevision Systems
Corp. on CreditWatch with negative implications, including the
'BB' corporate credit rating.  Standard & Poor's also placed its
ratings on Cablevision's Rainbow Media Enterprises Inc. unit on
CreditWatch, with negative implications, including the 'BB'
corporate credit rating.  However, our "1" recovery rating of the
bank loan at unit Rainbow National Services LLC is not on Watch.


CARL YERKEL: Wants to Hire Eric Liepins as Bankruptcy Counsel
-------------------------------------------------------------
Carl Yerkel asks the U.S. Bankruptcy Court for the Northern
District of Texas to employ Eric A. Liepins, P.C., as his
bankruptcy counsel.

The Debtor chose the Firm because it is an expert in bankruptcy
matters and has represented debtors in numerous proceedings in the
Bankruptcy Courts.

The Debtor wants to hire Eric Liepins to defend him in various
matters and to propose a plan of reorganization.

Eric A. Liepins, Esq., discloses that his Firm has received a
$15,000 retainer.  The current hourly rates of professionals who
will work in the engagement are:

      Professional/Designation           Hourly Rate
      ------------------------           -----------
      Eric A. Liepens, Esq.                  $185
      Paralegals & Legal Assistants       $30 - $50

The Debtor assures the Court that Eric A. Liepens, P.C., in
Dallas, Texas, is disinterested as that term is defined in Section
101(14) of the U.S. Bankruptcy Court.

Residing in Dallas, Texas, Carl Yerkel filed for bankruptcy
protection on August 12, 2005 (Bankr. N.D. Tex. Case No. 05-
39136).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas, represents the Debtor in his restructuring efforts.
When the Debtor filed for protection from his creditors, he
estimated assets between $1 million to $10 million and debts
between $10 million to $50 million.


CENTENNIAL COMMS: Equity Deficit Narrows to $482 Million at May 31
------------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) reported its
fourth-quarter and full-year fiscal 2005 results.  The Company
reported a loss from continuing operations of $13.6 million for
the fiscal fourth quarter of 2005 as compared to income from
continuing operations of $3.3 million in the fiscal fourth quarter
of 2004.  This includes a $36.3 million pre-tax charge for
accelerated depreciation on the Company's wireless network in
Puerto Rico, which has been replaced and upgraded.  Consolidated
adjusted operating income from continuing operations for the
fiscal fourth quarter was $94.1 million, as compared to
$84.1 million for the prior year quarter.

"Our strong fourth quarter and full-year results validate the
ongoing success of our local market strategy and clear brand
message," said Michael J. Small, Centennial's chief executive
officer.  "We believe we win with our customers because our way of
doing business remains centered on tailoring the ultimate customer
experience."

Centennial reported fiscal fourth-quarter consolidated revenue
from continuing operations of $229.7 million, which included
$100.8 million from U.S. wireless and $128.9 million from
Caribbean operations.  Consolidated revenue from continuing
operations grew 13 percent versus the fiscal fourth quarter of
2004.  The Company ended the quarter with 1.24 million total
wireless subscribers, which compares to 1.06 million for the
year-ago quarter and 1.20 million for the previous  quarter ended
February 28, 2005.  The Company reported 299,100 total access
lines and equivalents for the fiscal fourth quarter.

"We reached important milestones in our deleveraging progress
during fiscal 2005, significantly improving our financial
flexibility and strength to support future success," said
Centennial chief financial officer Thomas J. Fitzpatrick.
"We reduced net debt by over $175 million during the fiscal year,
affirming our commitment to deliver shareholder value by balancing
growth and debt reduction."

                  Full-Year Fiscal 2005 Results

For the full year, the Company reported income from continuing
operations of $19.6 million, as compared to a loss from continuing
operations of $17.0 million, for fiscal year 2004.  The Company's
net income from continuing operations for fiscal 2005 includes a
$72.7 million pre-tax charge for accelerated depreciation on the
Company's wireless network in Puerto Rico.

Centennial reported full-year 2005 consolidated revenue from
continuing operations of $882.4 million, which included
$399.0 million from U.S. wireless and $483.4 million from
Caribbean  operations.  This represents a consolidated revenue
increase of 13 percent versus fiscal 2004, primarily driven by
strong wireless subscriber growth and strong access line growth.

The Company's fiscal 2005 consolidated AOI from continuing
operations was $366.4 million, representing an AOI margin of 42
percent.  This compares to consolidated AOI from continuing
operations of $315.5 million and an AOI margin of 40 percent in
fiscal 2004.

Other Highlights:

   -- On April 25, 2005, the Company redeemed $40 million
      aggregate principal amount of its $185 million outstanding
      10-3/4 percent Senior Subordinated Notes due Dec. 15, 2008.

   -- On May 16, 2005, the Company expanded its wireless network
      in Michigan, launching service in Grand Rapids and Lansing
      with its popular Blue RegionSM Plans.  Centennial continues
      to expand and improve its network in the Midwest, leveraging
      the strength of its Trusted Advisor brand and tailored
      customer experience.

   -- On June 24, 2005, the Puerto Rico Chamber of Commerce
      awarded Centennial its Zenit Award for its commitment to
      understanding local market needs and its network and
      technology leadership on the island.

   -- In July 2005, the Company completed the replacement and
      upgrade of its wireless network in Puerto Rico, and also
      began installing Evolution Data Optimized (EV-DO)
      functionality to bring a broadband wireless data experience
      to its customers.

                       Fiscal 2006 Outlook

The Company expects consolidated AOI from continuing operations
between $370 million and $390 million for fiscal 2006, including
an approximately $9 million startup loss related to our recent
launch of service in Grand Rapids and Lansing, Michigan.
Consolidated AOI from continuing operations for fiscal year 2005
was $366.4 million, including non-recurring USF revenue related to
a prior year of $5.5 million in U.S. Wireless and $3.6 million of
non-recurring items related to inter-carrier compensation
adjustments in Caribbean broadband.  The Company has not included
a reconciliation of projected AOI because projections for some
components of this reconciliation are not possible to forecast at
this time.

The Company expects consolidated capital expenditures of
approximately $160 million for fiscal 2006.

Centennial Communications (NASDAQ:CYCL), based in Wall, New
Jersey, is a leading provider of regional wireless and integrated
communications services in the United States and the Caribbean
with approximately 1.2 million wireless subscribers and 300,000
access lines and equivalents.  The U.S. business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Caribbean business owns and operates
wireless networks in Puerto Rico, the Dominican Republic and the
U.S. Virgin Islands and provides facilities-based integrated
voice, data and Internet solutions.  Welsh, Carson, Anderson  &
Stowe and an affiliate of the Blackstone Group are controlling
shareholders of Centennial.  For more information regarding
Centennial, please visit Centennial's websites at:
http://www.centennialwireless.com/http://www.centennialpr.com/
and http://www.centennialrd.com/

As of May 31, 2005, Centennial Communications' equity deficit
narrowed to $481,955,000 from a $548,641,000 deficit at May 31,
2004.


CHYRON CORP: June 30 Balance Sheet Upside-Down by $1.8 Million
--------------------------------------------------------------
Chyron Corporation (OTCBB: CYRO) said that for its second quarter,
the Company generated revenues of $5.8 million and incurred a net
loss of $200,000.  For the first half of 2005 the Company
generated revenues of $11.8 million and incurred a net loss of
$400,000.  Expenses associated with the Company's new microcasting
and digital displays product, ChyTV, accounted for the losses,
with the remainder of the Company's business generating positive
results.

Revenues for the second quarter were $5.8 million, an increase of
$900,000 or 18% over the $4.9 million reported for the same
quarter last year.  The revenues included approximately $100,000
in sales from the new ChyTV product, which debuted in March at the
NSCA Show in Orlando and in April at the Las Vegas annual meeting
of the National Association of Broadcasters, where it met with
considerable enthusiasm and won a prestigious "Pick Hit" of the
Show award from Video Systems Magazine.  Revenues of $11.8 million
for the first six months were $1.2 million or 11% higher than the
$10.6 million reported for the first six months of 2004.

CEO and President Michael Wellesley-Wesley commented, "The year
over year increase in second quarter revenues of 18 percent and
the 300 basis point gross margin pickup that we experienced in the
quarter are encouraging signs for future growth.  Both of these
key measures should continue to improve in the second half of the
year as ChyTV products begin to gain market acceptance and we gain
broadcast graphics market share."

The $200,000 net loss for the second quarter represented an
improvement compared to a net loss of $400,000 for the second
quarter of 2004.  The $400,000 net loss for the first six months
was larger than the $100,000 net loss for the comparable 2004
period, and included a net loss from the new microcasting and
digital displays business of $500,000.

Gross margins for this year's second quarter were 65 percent
compared to 62 percent in last year's comparable quarter, and for
the first six months were 62 percent compared to 61 percent for
the same period in 2004.  The gross margin increases were
primarily due to differences in product mix, with newer products
providing higher average gross margins in 2005 and lower overhead.

Operating expenses of $3.9 million for the second quarter of 2005
were $500,000 higher than the second quarter of 2004, primarily
due to expenditures of $300,000 related to the microcasting and
digital displays business, and consulting fees for Sarbanes-Oxley
compliance and new systems implementation of $100,000. Operating
expenses of $7.6 million for the first half of 2005 were $900,000
higher than the first half of 2004, primarily due to expenditures
of $600,000 related to the microcasting and digital displays
business, $100,000 in consulting fees for Sarbanes-Oxley
compliance and new systems implementation, and $200,000 higher
employee benefits costs.

At June 30, 2005 the Company had cash on hand of $700,000 and
working capital of $2.2 million.  For the second quarter of 2005
net cash of $1.1 million was used by operations, including
$700,000 from changes in operating assets and liabilities.  Net
cash of $300,000 was provided by investing activities, including
receipt of $400,000 as the final payment from the Company's sale
of its Pro-Bel business in late 2003.

                       Covenant Waiver

While the Company had been in compliance with its bank covenants
since the April 2004 inception of its line of credit with its bank
through June 30, 2005, at July 31, 2005 the Company fell short of
its tangible net worth covenant requirement of $2 million by
approximately $100,000.  The Company's bank has granted a covenant
waiver and lowered the covenant's tangible net worth requirements
for the remainder of 2005.  Details will be provided in the
Company's quarterly filing on Form 10-Q for the period ended June
30, 2005.  The Company has had no borrowings under the line of
credit from its inception through the present time, but the bank's
granting of the waiver and revision of the covenant will allow the
Company to borrow if needed.

With unwavering clarity of vision, Chyron continues to define and
dominate the world of broadcast graphics. Winner of numerous
awards, including two Emmys, Chyron has proven itself as the
undisputed leader in the industry. From the compact Micro-X to the
blazing Hyper-X SD/HD, Chyron's exceptional Duet product line
brings unmatched, 2D and 3D graphics creation and performance to
the most demanding studio and mobile operations. Rounding out
Chyron's graphics offerings are still and clip servers, ticker and
telestration systems, and MOS newsroom integration solutions. The
ChyTV product line leverages Chyron's broadcast expertise with
video graphics devices for microcasting and digital displays.
Chyron has a unique, 30-year history of service and support for
its products that far exceeds that of most manufacturers. For more
information about Chyron products and services, please visit the
company website at www.chyron.com (OTC BB: CYRO).

At Jun. 30, 2005, Chyron Corporation's balance sheet showed a
$1,761,000 stockholders' deficit, compared to a $1,321,000 deficit
at Dec. 31, 2004.


COLLINS & AIKMAN: Committee Objects to Lazard Freres' Fees
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Michigan to deny the proposed
payment of a Transaction and Financing Fee to Lazard Freres & Co.,
LLC.

On August 5, 2005, the Debtors amended the provisions governing
payment of a Transaction Fee to Lazard Freres & Co., LLC.  Lazard
has added a sliding-scale M&A transaction fee in addition to the
flat $8 million Transaction Fee.  The total fee is calculated by
breaking down the Aggregate Consideration and multiplying each
increment by the corresponding incremental the fee would be
$1,000,000 + $750,000 + $600,000 which totals $2.35 million.

    Aggregate Consideration
         (in millions)               Incremental Fee %
    -----------------------          -----------------
           $0 -  $50                       2.00%
          $50 - $100                       1.50%
         $100 - $200                       1.20%
         $200 - $300                       1.00%
         $300 - $400                       0.90%
         $400 - $500                       0.80%
         $500 - $600                       0.75%
         $600 - $700                       0.70%
         $700 - $800                       0.65%
         $800 - $900                       0.625%
         $900 + 0.60%

The Committee asserts that it is fundamentally unfair to
pre-approve success fees in the Debtors' Chapter 11 cases due, in
part, to the Debtors' ongoing liquidity crisis.

The Committee asserts that the severe financial challenges faced
by the Debtors in their Chapter 11 proceedings have by no means
lessened.  All other financial advisors retained by the Debtors
and the Committee have acknowledged these concerns and agreed to
wait until the writing of a success story before seeking approval
of any type of transaction or success fee.  Thus, while the
Committee still does not oppose the Debtors' retention of Lazard,
the Committee argues that pre-approval of the M&A Transaction Fee
is premature.

The Committee notes that pre-approval of the M&A Transaction Fee,
which is limitless and could exceed the amount any Transaction
Fee will turn Lazard's focus to a premature sale of the Debtors'
assets and away from reorganizing the Debtors as a going concern.

Moreover, the Committee asserts that the M&A Transaction Fee
formula is significantly flawed because:

   * it provides insufficient incentive for Lazard to work to
     achieve a transaction that provides meaningful and
     appropriate recoveries to unsecured creditors;

   * the formula leads to patently absurd results including, but
     not limited to, Lazard's ability to accrue unlimited fee
     amounts as there is no cap on the incurrence of the M&A
     Transaction Fee; and

   * the proposed structure is not sufficiently tied to
     recoveries of unsecured creditors.

Additionally, it is unclear whether Lazard intends to credit its
Monthly Fees and any Transaction Fees against an M&A Fee.  To the
extent any M&A Transaction Fee is approved, it should be credited
against Lazard's Monthly Fees and Transaction Fees.

The Committee maintains its position that approval of any form of
back-end success fee should be deferred until the occurrence of
one or more events that would warrant the allowance and payment
of such a fee.  Only at that time can parties in interest
meaningfully evaluate whether the award and payment of such fees
are appropriate and in the best interests of these estates and
their creditors.

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)


CONSUMERS ENERGY: Sells $175 Million First Mortgage Bonds
---------------------------------------------------------
Consumers Energy Company issued and sold $175 million principal
amount of its 5.80 percent First Mortgage Bonds due 2035 on August
11, 2005, pursuant to an effective shelf Registration Statement on
Form S-3 (No 333-120611) and a Prospectus Supplement dated August
8, 2005 to a Prospectus dated December 1, 2004.

Consumers will use the proceeds to redeem, through a legal
defeasance, the aggregate outstanding balance of $125 million of
its 9.00 percent Trust Originated Preferred Securities due 2031,
including the payment of interest on these securities to the first
call date, and for general corporate purposes.

Consumers Energy Company, the primary subsidiary of CMS Energy, is
a combination electric and natural gas utility that serves more
than 3.3 million customers in Michigan's Lower Peninsula.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2004,
Fitch Ratings has assigned 'BB+' ratings to Consumers Energy Co.'s
$150 million issuance of 4.40% first mortgage bonds (FMBs) due
Aug 15, 2009, $300 million issuance of 5% FMBs due Feb.15, 2012,
and $350 million issuance of 5.50% FMBs due Aug. 15, 2016.

Fitch says the Rating Outlook for Consumers is Stable.


COUNSEL CORP: Equity Deficit Widens to $50.8 Million at June 30
---------------------------------------------------------------
Counsel Corporation (TSX:CXS) reported its financial results for
the three and six months ended June 30, 2005.

For the second quarter ended June 30, 2005, the Company's
consolidated revenue from continuing operations was $33.1 million,
a decrease of 13% from $38.0 million in the same period in 2004.
The decrease in revenue is attributable to both subscriber
attrition and lower average revenue per minute of the Company's
communications business.

The Company incurred a loss from continuing operations of
$6.1 million in the three months ended June 30, 2005, compared
with a loss of $9.7 million in the three months ended
June 30, 2004.  Including discontinued operations, the Company
incurred a net loss of $6.0 million for the three months ended
June 30, 2005, compared with a net loss of $4.9 million for the
three months ended June 30, 2004.

For the six months ended June 30, 2005, consolidated revenues
decreased 18% to $67.8 million from $82.7 million in the same
period last year.  The net loss was $13.9 million for the first
six months of 2005 compared to $7.5 million in the first six
months of 2004.

Recent significant events:

   -- On August 5, 2005, the shareholders of Acceris
      Communications Inc., a 92% owned subsidiary of Counsel,
      approved the change of the name of the company to C2 Global
      Technologies Inc.

   -- On May 19, 2005, C2 entered into an agreement to sell
      substantially all of the assets and to transfer certain
      liabilities of its Telecommunications business to Acceris
      Management and Acquisition LLC, an arm's length Minnesota
      limited liability company, which is a wholly-owned
      subsidiary of North Central Equity LLC.  The transaction is
      expected to close during the third quarter of 2005.  The
      sale of C2's telecommunications business will allow
      management of C2 to focus on the growing Voice over Internet
      Protocol market.

   -- On July 19, 2005, Counsel entered into an agreement to sell
      seven of its eight income producing properties, including
      its 13 acres of vacant land, to Huntingdon Real Estate
      Investment Trust.   The sale of these properties is expected
      to close during the third quarter of 2005, subject to due
      diligence and satisfaction of certain conditions normal in
      this type of transaction.  The completion of the sale will
      result in the realization of a substantial return on the
      Company's investment in these properties.

"Counsel will continue to focus on value creation opportunities in
real estate and on maximizing the value of C2's VoIP patents,"
said Allan Silber, Chairman and CEO of Counsel.

Counsel Corporation (TSX: CXS) -- http://www.counselcorp.com/--  
is a diversified company focused on the acquisition of businesses
in diverse industry sectors and at various stages of their
business life cycles.  Its goal for acquired businesses is to
create value within these businesses and to realize on the value
creation at the appropriate time. Counsel presently holds assets
in three specific sectors: communications in the United States and
real estate and long-term care in Canada.

As of June 30, 2004, Counsel Corporation's equity deficit widened
to $50,768,000 from a $36,726,000 deficit at Dec. 31, 2004.


DEEP RIVER: Files Disclosure Statement in New Jersey
----------------------------------------------------
Deep River Development Group, L.L.C., delivered a Disclosure
Statement explaining its chapter 11 Plan of Reorganization to the
U.S. Bankruptcy Court for the District of New Jersey.

                     Treatment of Claims

Under the Plan, these secured claims will be paid in full:

   Secured Creditor                       Claim Amount
   ----------------                       ------------
   Lee County Tax Assessor                     $23,783
   G.P.G. Development, LLC                  $3,884,000
   John and Lisa Schmidlin                    $683,683
   Sea Jade Holding, LLC                      $364,208
   LaRue Management, Inc.                     $125,894
   Sycamore/Custom Living LLC                 $644,462
   Valley Club Investment Group               $462,887
   Custom Living Investment Group I, LLC      $167,009
   Al Prince & Associates                      $35,952

General unsecured creditors, owed $1,039,695, are impaired.  The
Disclosure Statement does not discuss how the Debtor will pay
unsecured claims, nor does the Debtor indicate what creditors
could expect to receive if the estate were liquidated under
chapter 7 of the Bankruptcy Code.

The Debtor's two equity holders -- Valley Club Investment Group
III, LLC (1%), and Custom Living Investment Group I, LLC (99%) --
will retain their equity interests in the Reorganized Debtor.

                         Plan Funding

The Debtor obtained a $29 million real estate construction loan
commitment from Long Ridge Capital Associates LLC.  The loan will
refinance the development of the Debtor's property to attract a
higher market value.

                 Alternative to Restructuring

The Debtor received an initial offer from an interested buyer to
purchase its property for $8,000,000.  Additionally, the proposed
purchase includes that Deep River will receive $2,000 per unit for
each residential lot or unit sold to a third party.

Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279).  Morris S. Bauer, Esq., at
Ravin Greenberg PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $10,630,651 in assets and $7,259,431 in debts.


DELTA AIR: Selling Airline Subsidiary to SkyWest for $425 Million
-----------------------------------------------------------------
Delta Air Lines, Inc. (NYSE: DAL) entered into a definitive
agreement to sell its wholly owned regional airline subsidiary
Atlantic Southeast Airlines, Inc., to SkyWest, Inc. (Nasdaq: SKYW)
for a purchase price of $425 million cash.  ASA will continue to
serve Delta customers under a new 15-year Delta Connection
agreement, with ASA's fleet of more than 150 aircraft flying Delta
routes.

"We are pleased to strengthen our long-time relationship with
Delta Connection partner SkyWest and believe the transaction will
be mutually beneficial to our customers and our companies," Delta
Chief Executive Officer Gerald Grinstein said.  "This transaction
provides for a long-term competitive cost structure as well as
appropriate incentives to reward ASA for operational excellence
and cost improvement.  Delta has extensive experience working with
SkyWest and other regional carriers under capacity purchase
arrangements."

He continued, "This transaction achieves important operational and
financial objectives, while enabling our customers to continue to
benefit from ASA's commitment to operational excellence and
Delta's broad network reach."

ASA President Skip Barnette said, "ASA has long been an integral
part of the Delta Connection carrier network and we are pleased
with this opportunity to grow our service while we will continue
to serve Delta customers.  We also look forward to the new
opportunities this transaction creates for ASA and its employees.
The people of ASA will continue to focus on providing efficient,
reliable service to our customers during the transition and in the
years ahead."

                 Customer Service and Routes

In conjunction with the sale transaction, Delta will enter into
two new Delta Connection agreements under which ASA and SkyWest
Airlines will continue to serve as Delta Connection regional
carriers through 2020.  Delta's agreement with ASA includes strong
incentives for ASA to meet or exceed specific performance
benchmarks and enhance cost efficiency.

Current plans are for ASA and SkyWest Airlines to operate as
wholly owned subsidiaries of SkyWest, Inc.  As a result, the sale
transaction is not expected to result in any significant changes
in ASA's flight schedules or locations served.

Since the time of Delta's purchase in 1999, ASA has more than
doubled in size and significantly improved customer service.
Under Delta's ownership, ASA has added more than 100 new regional
jets, serving 126 destinations, while at the same time adding
nearly 3,000 employees to support the growing business.

                  Terms of the Agreement

The sale of ASA to SkyWest is subject to certain closing
conditions, including regulatory reviews, and is expected to close
in September.

As per the terms of the agreement, $350 million in cash will be
payable at closing, representing $330 million of the purchase
price and $20 million relating to certain aircraft financing
deposits.

Should Delta file for chapter 11 protection or four years after
the closing of the transaction, an additional $125 million
representing:

   -- $95 million of the purchase price, and
   -- $30 million relating to certain aircraft financing deposits

is payable to Delta upon the earlier assumption by Delta of the
ASA and SkyWest Airlines Delta Connection agreements.  Conversely,
SkyWest shall be entitled to retain $125 million if Delta were to
reject its Delta Connection agreement with either ASA or SkyWest
Airlines in a Chapter 11 proceeding prior to the fourth
anniversary of the closing of this transaction.

"I think it's clear that there's some risk that Delta will file
for bankruptcy, and we had to protect ourselves," Jerry C. Atkin,
SkyWest's chief executive told Micheline Maynard of The New York
Times.  "We've given Delta a lot of reason to want to retain us in
bankruptcy."

The purchase price is also subject to adjustment based on ASA's
levels of cash and working capital as of the closing date.  The
transaction, which is subject to regulatory reviews and other
conditions, is currently expected to close during September 2005.

The proceeds from this transaction will be used by Delta for
general corporate purposes and to pay down $100 million of
outstanding borrowings under its credit facility with GE
Commercial Finance and other lenders.

"As we continue to implement Delta's transformation plan, this
transaction not only enhances our ability to operate our business
as efficiently and cost effectively as we can, it also improves
Delta's liquidity position," Mr. Grinstein said. "As Delta takes
steps to secure its future as a competitive airline, we will
continue to take a hard look at all of our operations and assets
to identify opportunities to strengthen our financial position in
the face of continuing market pressures and factors outside of our
control, including fuel prices."

Delta and SkyWest agree to indemnify the other from damages
suffered due to breaches of representations, warranties or
covenants made in the agreement, subject to customary minimum and
maximum amounts.

Unless the parties mutually agree otherwise, the obligations of
the parties under the acquisition agreement will automatically
terminate if the transactions contemplated have not closed by
October 31, 2005.

At closing, the parties intend to enter into various other
agreements, including with respect to certain services that Delta
will provide to ASA for a transition period following closing.

The acquisition will result in the creation of the largest U.S.
regional airline operating primarily state-of-the-art regional jet
aircraft.  The combined companies currently fly 372 aircraft,
employ approximately 13,400 employees, and are expected to carry
an estimated 28 million passengers during 2005.  Combined revenues
of the two companies are estimated to be approximately
$2.5 billion during 2005.

Mr. Atkin sees the ASA acquisition as an opportunity to strengthen
SkyWest's partnership with Delta. "Through this acquisition, our
company will enter into long-term agreements with initial terms of
15 years with Delta at both ASA and SkyWest Airlines, making
SkyWest the most significant regional relationship in the Delta
Connection program.  Moreover, we believe that ASA is well-
positioned to pursue additional code sharing relationships."

Bradford R. Rich, SkyWest's Executive Vice President and Chief
Financial Officer, anticipates significant benefits as a result of
the transaction. "The proposed transaction will provide
substantial benefits for SkyWest, including greater geographical
presence, diversification and access to the largest airport hub in
the world, Atlanta. It also provides us better balance in
available seat mile production among our existing major code-
sharing partners and utilizes our capital resources more
efficiently," said Mr. Rich.

             ASA and SWA Delta Connection Agreements

As a condition of closing to the transaction, each of SkyWest
Airlines and ASA will enter into new 15-year Delta Connection
operating agreements with Delta. Both Delta Connection agreements
will continue to be capacity purchase agreements with both
carriers being compensated in a manner substantially similar to
their current agreements.

In connection with the ASA and SkyWest Airlines contract carrier
agreements, Delta or Comair, Inc., a wholly owned subsidiary of
Delta, will lease or sublease 40 regional jet aircraft in total to
ASA and SkyWest Airlines. If either ASA or SkyWest Airlines
terminates its contract carrier agreement as a result of a
material breach by Delta, the aircraft leases and subleases to ASA
or SkyWest Airlines, as applicable, will terminate at the same
time.

The boards of directors of both companies have approved this
transaction.  Goldman, Sachs & Co., and Davis Polk & Wardwell
served as financial and legal advisers, respectively, to Delta for
this transaction.  Merrill Lynch and Parr Waddoups Brown Gee and
Loveless served as financial and legal advisors, respectively, to
SkyWest, Inc.

                       DIP Financing

Ms. Maynard reported Saturday that the Company 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 Aug. 29, 2005.

Based in Atlanta, Atlantic Southeast Airlines, Inc. --
http://www.flyasa.com/-- is a leading member of the Delta
Connection program, operating more than 900 flights each day to
126 airports in 38 states, the District of Columbia, Canada,
Mexico and the Caribbean.  The airline operates a fleet of 151
aircraft and employs nearly 6,000 aviation professionals across
its route system.  Founded in 1979, ASA has operated as a Delta
Connection carrier since 1984.

Delta acquired a 20 percent ownership stake in ASA in 1984, and
purchased the remaining stake in 1999.

Headquartered in St. George, Utah, SkyWest, Inc. --
http://www.skywest.com/-- is the parent company of SkyWest
Airlines, which operates as an independently owned partner carrier
to Delta and United Airlines.

SkyWest has been a Delta Connection carrier since 1987.  SkyWest
currently serves 59 Delta Connection locations with approximately
480 daily departures, primarily from Delta's hub in Salt Lake
City, Utah.  SkyWest's Delta Connection fleet currently consists
of 56 50-seat Canadair Regional Jets and 13 30- seat Embraer EMB-
120 turboprops.

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.


DELTAGEN INC: Exclusive Plan Filing Period Intact Until Oct. 18
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended Deltagen, Inc., and its debtor-affiliates' exclusive plan
filing period until Oct. 18, 2005.  The Court also gave the
Debtors the exclusive right to solicit acceptances of that plan
from their creditors until Dec. 13, 2005.

Ramon M. Naguiat, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., told the Court that over the last few months,
the Debtors have made significant progress in moving their cases
to conclusion.  The Debtors have:

   * commenced the claims administration process,
   * filed two omnibus objections to claims, and
   * asserted various additional "one off" claims objections.

The Debtors also continued dealing with their various contractual
and licensing relationships by:

   * modifying, assuming, and rejecting existing contracts,

   * resolving the Debtor's licensing disputes with Lexicon
     Incorporated, and

   * entering into new licensing arrangements.

Mr. Naguiat reports that the Debtors have begun the process of
drafting a plan of reorganization and disclosure statement in
support of the plan, which the Debtors intend to file within the
next few months.  To allow the Debtor to complete the formulation
and negotiation of a plan of reorganization and to address certain
remaining operational and claims issues in their cases in advance
of exiting bankruptcy, the Debtors ask the Court to approve the
extension.

               Committee Shares Exclusive Periods

Mr. Naguiat tells the Court that although the Debtors will
endeavor to propose a plan that has the support of the Committee,
the Debtors are willing to continue to share the proposed extended
Exclusive Periods with the Committee in the event that the
Committee is dissatisfied with the contours of the plan formulated
by the Debtors.  The Debtors may file and solicit acceptances of a
plan, provided that the plan has the Committee's support, or the
Committee may file and solicit acceptances of a plan, provided
that the plan has the Debtors' support.

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.


DOUBLE JS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Double JS Corp., Inc.
        P.O. Box 273
        Patagonia, Arizona 85624

Bankruptcy Case No.: 05-04531

Chapter 11 Petition Date: August 15, 2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 South Church Avenue #2270
                  Tucson, Arizona 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $1,254,274

Total Debts:  $1,263,340

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Texas Shorline Development    Loan                      $318,571
Inc.
P.O. Box 952
Rockport, TX 78381

Beach Club, Inc.              Loan                      $101,214
P.O. Box 952
Rockport. TX 78381

Ford Motor Credit             Lease deficiency            $5,366
4742 North 24th Street
Suite 215
Phoenix, AZ 85016

Golden Eagle Insurance        Property insurance          $4,746

American Family Insurance     Vehicle insurance           $1,327

Tribune                       Trade debt                  $1,257

DLCLine Videos                Trade debt                  $1,000

High Desert Refrigeration     Trade debt                    $767

Carondelet                    Trade debt                    $520

Canyon Disposal               Trade debt                    $446

KGB Communications LLC        Trade debt                    $170

National Revenue Corp.        First National                 $90
                              Bank of Nevada

Ecolab                        Trade debt                     $65

Collection Bureau of America  DS Waters -                    $61
                              trade debt

Tucson Tallow                 Trade debt                     $38

Pitney Bowes                  Stamp Machine                  $27

Sierra Vista Herald           Trade debt                     $18

DS Waters                     Debt                       Unknown

First National Bank of        Debt                       Unknown
Nevada


DYNEGY HOLDINGS: Fitch Lifts Secured Debt Rating One Notch to B+
----------------------------------------------------------------
Fitch Ratings has taken the following action on Dynegy Inc. and
Dynegy Holdings Inc. outstanding credit ratings:

   DYNH

      -- Secured revolving credit facility and term loan upgraded
         to 'BB-' from 'B+';

      -- Second priority secured notes upgraded to 'B+' from 'B';

      -- Senior unsecured debt affirmed at 'CCC+'.

    DYN

      -- Indicative senior unsecured debt and convertible
         debentures affirmed at 'CCC+'.

    Dynegy Capital Trust I

      -- Trust preferred stock affirmed at 'CC'.

The ratings are removed from Rating Watch Positive where they were
placed on May 9, 2005 following the announcement that the company
was exploring strategic alternatives for its midstream natural gas
business.  The Rating Outlook for the DYN and DYNH securities is
Stable. Approximately $4.14 billion of securities is affected.

The new ratings reflect Fitch's current assessment of the
company's future operating performance, the ranking of the
securities within its capital structure, and the incorporation of
Fitch's recovery analysis to the existing debt instruments.
Considered in the analysis is the expectation that DYN will
complete the sale of its natural gas liquids business to Targa
Resources, Inc. for $2.475 billion cash, including $125 million in
a return of cash collateral.

Following the earlier sale of Illinova Corp. Dynegy's sole
business will be power generation. DYNH is expected to repay its
$593 million secured term loan and $189 million Riverside project
debt in the 4th quarter of 2005 following the close of the mid-
stream transaction.  Further debt reduction is expected in 2006
with utilization of the remaining net proceeds that should
approximate $1.6 billion after fees and taxes.  While the company
has some flexibility under its debt covenants to reinvest asset
sale proceeds in replacement assets, given its financial
priorities, a more likely scenario is application of all or most
of the available cash to strengthen its balance sheet and reduce
interest expense.

In evaluating the company's ability to meet its financial
commitments, Fitch prepared updated financial projections
reflecting the expected lower debt levels.  Future financial
performance will rely on the cash generating ability of its
approximately 13,000 megawatt power generation fleet.  While
balance sheet ratios improve, cash derived credit measures remain
weak for the near term and are consistent with the ratings.  Also
considered in the rating was the adequacy of liquidity, which
remains good, and manageable refinancing requirements.

Material improvement in the company's credit profile will be
dependent on a power market recovery, which Fitch does not expect
to occur for the next several years and may not occur in some
regions if new capacity is constructed or demand growth slows.

New management has made important strides in resolving legacy
issues, most notably in 2005, including two significant legal
settlements with the Environmental Protection Agency and the
Regents of the University of California.   The company's contract
with Ameren Corp. to provide energy and capacity to serve the
Ameren IP's load expires at the end of 2006.  Fitch considers the
re-contracting exposure as modest and this risk has been reflected
in the company's ratings.  Fitch also recognizes that following
the sale of its midstream operations there is a high likelihood
that the company will pursue strategic alternatives including a
sale or consolidation to provide benefits of scale.  Given current
rating levels such prospects do not elevate risk.

Fitch rating analysis incorporates an independent wholesale power
market model that calculated a value for each generating asset
based on the net present value of its projected merchant revenue
stream.  Fitch also matched the results of this evaluation with
other appraisal techniques, including value based on EBITDA
multiples and value per kilowatt based on individual plant
characteristics.  The base case evaluation assumed reasonably
conservative operating conditions, while higher enterprise values
would result from an improvement in power market fundamentals.
The derived valuation has been applied on a water-fall basis to
the different classes of debt by priority.


EDWARD ARNOLD: List of 11 Largest Unsecured Creditors
------------------------------------------------------
Edward Harold Arnold released a list of his 11 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Internal Revenue Service      Taxes                   $2,803,548
Department of Treasury IRS
Philadelphia, PA 19255-0010

General Electric Capital      Judgment lien           $1,150,000
Corp.                         against primary
44 Old Ridgebury Road         residence and
Danbury, CT 06810             Eisenhower Road
                              Value of security:
                              $3,700,000
                              Senior lien:
                              $3,500,000

Business Air                  Contract                  $200,000
288 Chrisitan Street
Oxford, CT 06478

Goldstein, Tanen & Trench     Legal bills                $22,000

MBNA America                  Credit card                $18,986

Service Mark                  Home repair bill           $11,900

Salmon, Ricchezza, Singer                                $11,738
& Turchi

Fine, Kaplan and Black        Legal bills                $10,000

Lamb McErlane                 Legal bill                 $10,000

Ralph S. Gordon, Esq.         Legal bills                 $5,000

American Express              Credit card                 $4,131

Edward Harold Arnold filed for chapter 11 protection on June 2,
2005 (Bankr. E.D. Pa. Case No. 05-17702).  Dimitri L. Karapelou,
Esq., at Ciardi & Ciardi, P.C., represents Mr. Arnold.  Mr. Arnold
estimates his assets and liabilities between $1 Million and $10
Million.


ENRON CORP: Court Allows Southaven Claims for $56 Million
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Enron Corporation and its
debtor-affiliates and Southaven Power, LLC.

The salient terms of the Settlement are:

    a. Claim No. 12195 is disallowed in full for all purposes in
       the Enron Bankruptcy Cases;

    b. Claim No. 21120 is allowed against NEPCO as a class 67
       claim under the Plan for $27,916,488;

    c. Claim No. 11937 is allowed against Enron as a class 185
       claim under the Plan for $27,916,488; and

    d. All scheduled liabilities to Southaven in the Enron
       Bankruptcy Cases arising from the Southaven Facility, the
       Claims or the Contracts are expunged, to the extent
       applicable; and

    e. The parties waive and release each other from all claims
       in connection with the Southaven Facility, the Claims or
       the Contracts.

On October 11, 2002, Southaven filed three claims asserting
contingent and liquidated liability against the Debtors:

   -- Claim No. 11937 against Enron Corp.;

   -- Claim No. 12195 against NEPCO Power Procurement Company;
      and

   -- Claim No. 21120 against EPC Estate Services, Inc., formerly
      known as National Energy Production Corporation.

The Claims arise from four contracts, each dated December 22,
2000, concerning the engineering and construction of an
electrical generating facility in Southaven, Mississippi:

   1. Construction Agreement between NEPCO and Southaven;

   2. Engineering and Equipment Procurement Agreement between
      NEPCO Procurement Company, a division of Enron Equipment
      Procurement Company, and Southaven;

   3. Coordination Agreement among NPC, NEPCO and Southaven; and

   4. Guaranty Agreement between Enron and Southaven.

Pursuant to the Construction Agreement, NEPCO agreed to construct
the Southaven Facility on a fixed-price basis, and pursuant to
the EEP Agreement, NPC agreed to engineer and procure equipment
for the Southaven Facility, also on a fixed-price basis.

Under the Coordination Agreement, NEPCO and NPC agreed to
coordinate their efforts and be jointly responsible for
completing the Southaven Facility.  NEPCO and NPC were both
obligated to complete the Southaven Facility in exchange for the
fixed price under the Construction Agreement plus the fixed price
under the EEP Agreement.  Enron guaranteed the obligations of
NEPCO and NPC under the Agreements.

As of the Petition Date, construction of the Southaven Facility
had not been completed and a dispute arose as to whether NEPCO
and NPPC had sufficient financial resources to perform their
contractual obligations.  On May 14, 2002, Southaven terminated
both the Construction Agreement and the EEP Agreement before
NEPCO and NPPC filed for Chapter 11 on May 20.

In the Claims, Southaven contends that NPPC, Enron and NEPCO are
jointly and severally liable for amounts in excess of the
Contract Price expended in completing the Southaven Facility,
which is alleged to be no less than $38,525,715.  Southaven also
seeks reimbursement for costs allegedly incurred in replacing the
Construction Agreement and EEP Agreement for about $1,121,142,
making the total amount specified in the Claims no less than
$39,646,857.

Pursuant to the Estimation Procedures approved by the Court, the
Debtors proposed that Claims be estimated at $14,443,892.  The
Debtors note that Southaven had not provided a legal basis,
invoices or other information necessary to support recovery of
other amounts asserted in the Claims.

After exchanging information pertaining to the Claims, the
parties have reached a settlement resolving the Claims and the
Estimation Objection.

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

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


ENRON CORP: SourceNet Holds Allowed $1.08 Million Unsecured Claim
-----------------------------------------------------------------
On Oct. 15, 2002, SourceNet Solutions, Inc., filed a general
unsecured claim -- Claim No. 1578 -- against Enron Corp. for
$1,081,677.

On November 14, 2003, Enron commenced an adversary proceeding to
avoid and recover preferential or fraudulent transfers made
prepetition to SourceNet aggregating $969,301.  On July 6, 2004,
SourceNet filed its answer to the complaint.

In January 2005, SourceNet filed an application seeking allowance
of a $953,786 administrative expense for amounts allegedly due
under a master service agreement with Enron.  Pursuant to the
terms of the Master Service Agreement, in exchange for certain
services, Enron agreed to pay certain fees to SourceNet based on
the software SourceNet provided to Enron and the actual services
rendered by SourceNet.

Enron objected to the Administrative Expense Application
contending that:

    -- SourceNet had been paid in full under the Master Service
       Agreement; and

    -- the Administrative Claim is subject to disallowance because
       SourceNet is the recipient of preferential or
       constructively fraudulent transfers.

Enron disputes the validity and merits of Claim No. 1578 and the
Administrative Claim, as well as SourceNet's alleged defenses to
the Adversary Proceeding.

To avoid litigation costs, uncertainty and delay, the parties
negotiated a consensual resolution of their dispute.

In a Court-approved stipulation, the parties agree that:

    1. Claim No. 1578 will be allowed as an Allowed General
       Unsecured Claim against Enron (Class 4) for $1,081,677.

    2. The Administrative Expense Claim will be reduced and
       allowed at $15,000 as an Allowed Administrative Expense
       Claim against Enron.

    3. The Objection will be deemed withdrawn.

    4. The Adversary Proceeding will be deemed dismissed.

    5. Enron represents that the Software provided under the
       Master Service Agreement was previously destroyed and that
       Enron did not transfer the Software to any third party.

    6. The parties will release each other from all claims and
       causes of action relating to the Administrative Claim,
       Claim No. 1578 or the Adversary Proceeding.

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

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


ENRON: Parties Settle Cornerstone Propane Claims Dispute
--------------------------------------------------------
Cornerstone Propane, L.P. (Coast Energy Group) filed Claim No.
12842 for $10,803,316 against Enron North America Corp. relating
to an ISDA Agreement they entered into before the Petition Date.

On January 21, 2004, ENA filed a complaint against Cornerstone
and objection to the Claim.

On June 3, 2004, Cornerstone, its affiliates and subsidiaries
filed for Chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of New York.  The Enron Debtors filed
proofs of claim in the Cornerstone Debtors' Chapter 11 cases.

On July 27, 2004, ENA filed:

    (i) Claim No. 1402 for $4,464,022 in the Cornerstone Chapter
        11 case;

   (ii) Claim No. 1161 for $4,900,298 in the Cornerstone Propane
        Partners, L.P., Chapter 11 case, and

  (iii) Claim No. 1393 for $436,276 in the Coast Energy Canada,
        Inc., Chapter 11 case.

In addition, Enron Gas Liquids, Inc., filed:

    (i) Claim No. 1436 for $479,920 in the Cornerstone Chapter 11
        case, and

   (ii) Claim No. 1345 for $479,920 in the CP Partners Chapter
        11 case.

The Cornerstone Debtors dispute the ENA and the EGLI Claims.

To resolve the claims between them, the Reorganized Debtors and
the Cornerstone Debtors agree that:

    (1) ENA Claim No. 1393 will be reduced and allowed as a Class
        6 general unsecured claim against Cornerstone for $25,194;

    (2) ENA Claim No. 1402 will be reduced and allowed as a Class
        6 general unsecured claim against Cornerstone for
        $2,544,886;

    (3) ENA Claim No. 1161 will be reduced and allowed as a Class
        7 general unsecured claim against CP Partners for
        $2,570,080 less distributions received on account of the
        distribution of ENA Claim Nos. 1393 and 1402;

    (4) EGLI Claim No. 1436 will be reduced as a Class 6 general
        unsecured claim against Cornerstone for $479,920 and
        will be treated as an allowed claim pursuant to the
        Cornerstone Plan;

    (5) EGLI Claim No. 1345 will be reduced and allowed as a Class
        7 general unsecured claim against CP Partners for $479,920
        less distributions received on account of the distribution
        of EGLI Claim No. 1436;

    (6) the Cornerstone Claim will be disallowed and expunged in
        its entirety;

    (7) the Cornerstone Scheduled Liability and the ENA/EGLI
        Scheduled Liability will be expunged;

    (8) the ENA Complaint is withdrawn with prejudice;

    (9) the Cornerstone Objections are resolved; and

   (10) the parties will be deemed to have released and
        discharged one another from the Claims between them.

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

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


ERIE TOBACCO: Fitch Rates Subordinated Asset-Backed Bonds at BB
---------------------------------------------------------------
Fitch Ratings assigns ratings to the Erie Tobacco Asset
Securitization Corporation's issuance of tobacco settlement asset-
backed bonds:

     -- Series 2005A and series 2005E 'BBB';
     -- First subordinate series 2005B 'BBB-';
     -- Second subordinate series 2005C 'BB'.

The series 2005 bonds will total approximately $318.8 million of
taxable and tax-exempt bonds.  The series 2005A bonds are to be
issued as tax-exempt current interest turbo term bonds and are due
on June 1, in years 2031, 2038, and 2045.  The series 2005E bonds
are to be issued as taxable current interest turbo term bonds that
are due on June 1, 2028.

The first subordinate series 2005B and the second subordinate
series 2005C bonds are to be issued as tax-exempt capital
appreciation bonds and are due on June 1, 2047 and June 1, 2050,
respectively.  The third subordinate series 2005D tax-exempt
capital appreciation bonds will not be rated.

The series 2005 bond proceeds will be used to refund the
corporation's series 2000 bonds, pay certain costs of issuance of
the series 2005 bonds, provide funds to Erie County as the sole
beneficiary of the residual trust, and fund capital interest on
series 2005 bonds through Dec. 1, 2005.

The ratings of the bonds address the issuer's ability to make
timely payment of interest and pay principal on each bond's
respective maturity date.  The ratings are based on the senior
subordinate structure of the bonds issued and the credit quality
of the collateral securing the bonds, which consists of annual
payments and strategic contribution payments by the three largest
domestic tobacco manufacturers - Philip Morris Inc., Reynolds
American Inc., and Lorillard Tobacco Co. (the original
participating manufacturers) - under a master settlement agreement
entered into with the attorneys general of 46 states, the District
of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin
Islands, the Commonwealth of Northern Mariana Islands, American
Samoa, and Guam.

Fitch's view of the credit quality of the collateral takes into
account two fundamental characteristics of the MSA: since payments
under the MSA are based on the relative market share of the
domestic tobacco manufacturers, the payment obligation can be
considered an industry obligation, which Fitch currently deems to
be rated 'BBB-' on an unsecured basis; and the MSA should survive
the bankruptcy of a domestic tobacco manufacturer, making it more
likely that the manufacturer would continue to make payments under
the MSA ahead of its unsecured indebtedness.  These are the major
characteristics of the MSA that support and, at the same time,
limit the rating of the tobacco settlement senior bonds to 'BBB'.

Accordingly, the rating on this transaction is linked to and will
move with Fitch's future assessment of the tobacco industry's
overall credit quality.  The credit quality of the industry, in
turn, will be significantly influenced by the underlying ratings
of the three major domestic tobacco manufacturers and Fitch's view
of the relative strength of those three manufacturers within the
overall domestic tobacco industry.  For a more detailed discussion
of the industry, see Fitch Research on 'U.S. Tobacco Industry
Report - All Eyes on Mid-2005; Arguments Presented in November,
What's Next?' dated Dec. 8, 2004, available on the Fitch Ratings
web site at http://www.fitchratings.com/

In addition, since payments under the MSA are subject to various
adjustments and offsets based on several factors, including
cigarette consumption, Fitch developed a series of cash flow
stresses to determine the transaction's ability to make timely
payments of interest and to pay principal on the bond's maturity
dates.  Therefore, the rating is also based on the transaction's
ability to withstand cash flow stresses commensurate with a 'BBB'
rating for the series 2005A and 2005E bonds, a 'BBB-' rating for
series 2005B bonds, and a 'BB' rating for series 2005C bonds.
Finally, the ratings reflect the transaction's sound legal and
financial structures.


FEDDERS CORP: Expects To Report $600,000 Second Quarter Loss
------------------------------------------------------------
Fedders Corporation (NYSE: FJC) reiterated that as has been
previously reported, 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 million 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 Jul. 05, 2005,
Fedders Corporation 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.


FEDERAL-MOGUL: Asks Court to Okay Envirochem Settlement Agreement
-----------------------------------------------------------------
Pursuant to an Environmental Conservation and Chemical
Corporation Site Trust Fund Agreement executed in 1991, the
Environmental Conservation and Chemical Corporation Fund was
established to hold assets that would be used to fulfill the
requirements of certain Consent Decrees entered into by:

    -- the United States Environmental Protection Agency;

    -- the Indiana Department of Environmental Management; and

    -- certain settling defendants, including Federal-Mogul
       Corporation,

in connection with environmental liabilities at the Environmental
Conservation and Chemical Corporation Superfund Site in
Zionsville, Indiana.

Under the EnviroChem Trust Agreement, the various settling
defendants would make contributions to the Trust based on
periodic assessments levied by the trustees of the Environmental
Conservation and Chemical Corporation Site Fund.  The Trust uses
these contributions to pay cleanup costs relating to the
EnviroChem Site.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., relates that on November 3, 2004, the
EnviroChem Trustees filed an objection to the confirmation of the
Debtors' Third Amended Joint Plan of Reorganization.

The EnviroChem Objection alleges that the EnviroChem Trust
Agreement is not an executory contract and should not have been
included under the Debtors' Plan as an executory contract to be
rejected.

As part of the EnviroChem Objection, the EnviroChem Trustees
asserted an informal claim for $62,003 relating to Federal-
Mogul's proportionate share of the 2003 assessments and
anticipated future assessments under the EnviroChem Trust
Agreement.

The Debtors, according to Mr. O'Neill, dispute both the
EnviroChem Objection and the EnviroChem Claim.  The Debtors
eventually entered into negotiations with the EnviroChem Trustees
to achieve a global resolution of the issues between them.

As a result, the parties entered into a Settlement Agreement,
whereby they agree that:

    (i) the EnviroChem Claim will be allowed as a general
        unsecured non-priority claim against Federal-Mogul for
        $62,003; and

   (ii) the EnviroChem Trustees will withdraw their Objection and
        file no other objections to the Debtors' Plan or any
        similar succeeding plan of reorganization.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve their Settlement Agreement with the EnviroChem
Trustees.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FINOVA CAPITAL: U.S. Trustee Appoints 3-Member Equity Committee
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints three equity security holders to serve as members of the
Official Committee of Equity Security Holders in Finova Capital
Corp. and its debtor-affiliates' Chapter 11 cases:

     (1) First Carolina Investors
         Attn: Brent D. Baird
         9347-A Founders Street
         Fort Mill, South Carolina 29709
         Phone: (803) 802-0890
         Fax: (803) 802-0893

     (2) Eugene Linden
         2821 Chesterfield Place
         N.W. Washington, D.C. 20008
         Phone: (202) 966-9531
         Fax: (202) 966-9532 and (203)353-3113

     (3) Marvis Owen
         811 Brandy Circle
         Birmingham, Alabama 35214
         Phone:(205) 798-6879

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FOAMEX INT'L: Considering Prepackaged Chapter 11 Filing
-------------------------------------------------------
Foamex International Inc. (NASDAQ:FMXI) disclosed in a regulatory
filing with the Securities and Exchange Commission that it is
considering filing for a prepackaged chapter 11 protection, in
order to restructure its balance sheet.

The Company's primary operating subsidiary, Foamex L.P., has
reached an agreement with its senior lender groups led by Bank of
America, N.A. and Silver Point Finance, LLC, to amend its credit
agreements.  The amendments will:

   -- give Foamex access to the remaining proceeds from the sale
      of its Rubber & Felt businesses; and

   -- waive certain default provision in the agreements.

Foamex is also engaged in discussions with representatives of an
ad hoc committee representing:

   -- holders of a significant majority, in amount, of its Senior
      Secured Notes due 2009; and

   -- holders of a majority, in amount, of its Senior Subordinated
      Notes due Aug. 15, 2005 and in 2007.

The amendments will give the Company more time to continue these
ongoing negotiations.  These discussions relate to a possible
conversion of a substantial portion of the Company's indebtedness
into equity.

Also, in consideration of its best long-term interest, Foamex did
not make the $51.6 million principal payment on its 13-1/2% senior
subordinated notes that matured yesterday.

                         DIP Financing

In the event the Company commences a chapter 11 case, Bank of
America and Silver Point have committed to provide debtor-in-
possession financing, which will roll the existing pre-petition
facilities, subject to court approval.  Bank of America and Silver
Point have also agreed to commitments for exit financing upon the
Company's emergence from chapter 11, subject to an acceptable plan
of reorganization and other standard requirements for similar
financing proposals.

"[Yester]day's actions are consistent with our plans to position
Foamex for future success," said Tom Chorman, President and Chief
Executive Officer.  "We are pleased to have the ongoing support of
our senior lenders and we will continue to negotiate with our
other debtholders to achieve a solution to our legacy balance
sheet issues that will result in a much stronger company able to
generate long-term value.

"Importantly, these steps and our ongoing negotiations should have
no effect on Foamex's day-to-day operations.  We remain committed
to continuing to provide our customers with the high level of
service and products to which they are accustomed and to
maintaining strong supplier relationships," Mr. Chorman continued.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- 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.


FOAMEX INT'L: Delays Form 10-Q Filing & Names New CRO
-----------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) notified the Securities
and Exchange Commission that its Form 10-Q for the quarter ended
July 3, 2005, will be delayed while it is considering a debt
restructuring via a prepackaged chapter 11 plan.  As a result of
Foamex's restructuring talks, the Company's quarterly report on
Form 10-Q could not be filed on time because:

     (i) management had to devote substantial time and effort in
         connection with the restructuring and, as a result, has
         been unable to devote adequate time to the completion of
         the Form 10-Q;

    (ii) Foamex was not able to finalize its results of operations
         for the quarter; and

   (iii) the delay is necessary for Foamex to appropriately
         consider its restructuring disclosures.

The Company expects to report net loss significantly greater than
the $2.6 million reported in the same period in 2004.  The
operating results for the quarter ended July 3, 2005, will reflect
gross profit that is approximately $21 million less than in the
quarter ended June 27, 2004, as it has been only partially
successful at recovering large chemical cost increases through
selling price increases.

In addition, Foamex is in the process of performing goodwill
impairment tests.  The Company says that it may be appropriate to
take a goodwill impairment charge of up to $35 million in the
quarter ended July 3, 2005.  Foamex will also report a gain from
the previously announced sale of its rubber and felt carpet
cushion businesses of approximately $30 million.

Foamex had entered into agreements with the lenders under its
senior secured credit facility and secured term loan which will
allow for the amendments of both facilities.  The amendments would
give the Company additional liquidity and would waive certain
events of default under its facilities.

               New Chief Restructuring officer

The Company has named Gregory J. Christian, Executive Vice
President, General Counsel and Secretary, as its new Chief
Restructuring Officer.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- 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.


GENEVA STEEL: Ch. 11 Trustee Wants to Probe Albert Fried & Co.
--------------------------------------------------------------
James T. Markus, the chapter 11 trustee of Geneva Steel LLC, asks
the U.S. Bankruptcy Court for the District of Utah, Central
Division, for permission to conduct an examination of Albert and
Christina Fried under Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  The Frieds' are principals of Albert Fried & Co., and
hold a secured claim against the Debtor.

Mr. Markus will investigate the Frieds' past dealings with the
Debtor.  The nature of these relationships may determine the
ultimate treatment of Albert Fried & Co.'s claims.

Mr. Fried served as a member of the Debtor's Board of Directors
and had an important role in the Debtor's operations for several
years.  In addition, Mr. Fried managed the activities of Steelman,
Inc., Steelman Realty, LLC, Al Fried & Co., and Fried Group, LLC.
The Debtor had dealt with these companies in the past.

                      Williams Farm Property

In 2001, the Debtor transferred its Williams Farm property to
Steelman, Inc., pursuant to a purchase option agreement with the
Debtor and Albert Fried & Co., Steelman's affiliate.  Albert Fried
& Co. had the option to purchase the property for $1 million.  At
the time of the actual purchase, the purchase option price had
been reduced to $75,000.

The Trustee claims that the $1 million purchase option granted to
Albert Fried & Co. was far less than the market value of the
property.  An independent appraisal of Williams Farm pegs the
value of the property at $4.9 million.

The Trustee further claims that:

     a) the Debtor did not receive any valid consideration for
        granting the purchase option to Albert Fried & Co.; and

     b) the Debtor did not receive any equivalent consideration
        for the reduction of the purchase option price from $1
        million to $75,000.

                         Other Matters

Albert Fried & Co.'s claims against the Debtor may be also be
affected by these matters:

     a) a business relationship, established in Nov. 2003, between
        The Fried Group, LLC, and the Debtor's CEO Ken C. Johnsen,
        Debtor's counsel Stephen Garcia, and Joseph Cannon.  Mr.
        Johnsen and Mr. Cannon were given a profits interest for
        their in-kind contributions to this business.

     b) a consulting agreement between with the Debtor's former
        CEO Ken Johnsen and Joseph Cannon.

     c) a repricing of the exit financing loan to be provided by
        Albert Fried Co., wherein the Debtor did not receive any
        valid consideration.

As part of his examination, the Trustee wants the Frieds to
deliver a laundry list of documents.  A copy of that laundry list
is available at no charge at http://researcharchives.com/t/s?c8

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


GLOBAL CROSSING: June 30 Balance Sheet Upside-Down by $71 Million
-----------------------------------------------------------------
Global Crossing (NASDAQ: GLBC) reported financial results for the
second quarter of 2005, including progress on core revenue
growth, cash management and margins.

"We're proud of the results we're announcing, which validate our
strategy and underscore our execution," said John Legere, Global
Crossing's chief executive officer.  "Our success in expanding the
'invest and grow' portion of our business -- which targets global
enterprise and carrier customers with the converged IP services in
which we specialize -- plus strong gross margins and cash
performance demonstrate our increasing competitiveness in the
marketplace.  We'll continue on this focused path."

                             Revenue

Revenue for the second quarter of 2005 was $499 million,
representing growth in the company's "invest and grow" category
and expected declines in the "manage for margin" and "harvest and
exit" business areas.  Revenue declined approximately 5 percent
compared with the first quarter of 2005, when revenue was
reported at $526 million, and 21 percent compared with second
quarter of 2004, when revenue was reported at $628 million.

"We are very pleased with our progress, as we continue to
concentrate on 'invest and grow' revenue and as the associated
gross margins grow," continued Mr. Legere.  "Our core business is
growing as we de-emphasize the lower margin services."

Revenue in the company's "invest and grow" category -- that is,
Global Crossing's core businesses serving global enterprises,
collaboration and carrier data customers through direct and
indirect channels -- was $274 million in the second quarter of
2005, roughly flat compared to $273 million in the first quarter
of 2005 and up from $263 million in the second quarter of 2004.
The year-over-year increase in the "invest and grow" category
included a $16 million increase in revenues generated outside of
Global Crossing (UK) Telecommunications Ltd., partially offset by
a revenue decline of $5 million for GCUK.  Second quarter revenue
in the "invest and grow" category was reduced by $3 million as a
result of a one-time, non-cash revenue adjustment on a deferred
revenue contract.  Without this adjustment, "invest and grow"
revenue would have grown 5 percent year over year.

New contracts signed or announced for the "invest and grow"
business in the second quarter included the UK's Forestry
Commission, which utilizes Global Crossing's managed IP
solutions, and MT Contact Center, a leading contact center
services and solutions provider based in Chile, which is
leveraging Global Crossing's advanced voice solutions to expand
its offering to international companies.  Global Crossing
announced during the second quarter that it deployed global IP
VPNs for Serta Mattresses and Sonus Networks, delivering seamless
converged features, scalability and lowered total cost of
ownership to these global enterprises.  And Loral Skynet signed
an agreement for expanded Fast-Track service capabilities,
enabling the leading satellite communications provider to deliver
total converged IP solutions to its customers around the world.
Contract renewals and extensions also included Lockheed Martin
and Panavision.

During the second quarter of 2005, the company's GCUK subsidiary
completed a final, planned review according to its contract with
its largest customer, the Foreign and Commonwealth Office.  The
review secures the remaining revenue from the contract through May
2010.  The review confirmed that Global Crossing continues to
deliver managed services at competitive rates.

In line with the company's decisive actions to improve
profitability, wholesale voice or Global Crossing's "manage for
margin" business saw a 10 percent sequential reduction in revenue
to $197 million in the second quarter of 2005, from $219 million
in the first quarter.  When compared to the second quarter of
2004, this revenue declined 39 percent from $323 million.

                           Gross Margin

Gross margin as a percentage of revenue was 38 percent in the
second quarter of 2005, roughly flat compared to 39 percent
reported for the first quarter of 2005 and up from 28 percent for
the second quarter of 2004.  Gross margin dollars were
$188 million, a 9 percent sequential decline from the first
quarter of 2005, when gross margin dollars were $206 million.
The sequential decline comprised $1 million from "invest and
grow," $13 million from wholesale voice and $4 million from the
company's "harvest or exit" revenue category.  Compared year over
year, gross margin dollars improved 6 percent from $178 million,
despite a revenue decline of $129 million.

Within the "invest and grow" category, gross margins were
$148 million or 54 percent of "invest and grow" revenue in the
second quarter of 2005.  This compares with $149 million or 54
percent of such revenue in the first quarter of 2005 and
$130 million or 49 percent of revenue in the second quarter of
2004. Excluding a one-time, non-cash revenue adjustment of
$3 million, "invest and grow" gross margins would have been
$151 million for the second quarter.  This strong margin
performance demonstrates the company's focus on its higher-margin
core business, which includes premium products and managed
services.

Gross margin for the "manage for margin" category was
$25 million or 13 percent of revenue, compared to 17 percent or
$38 million in the first quarter of 2005 and 8 percent or
$27 million in the second quarter of 2004.  The sequential
decline in absolute gross margin was driven by the planned
reduction of wholesale voice revenue and some fluctuations in the
company's cost of access expenses.

Global Crossing reduced its cost of access charges by 3
percent sequentially to $311 million in the second quarter of
2005, from $320 million in the first quarter of 2005.  Cost of
access declined 31 percent year over year, from $450 million in
the second quarter of 2004.

As in the first quarter, sequential and year-over-year reductions
in access costs resulted primarily from lower wholesale voice
volume, continued improvement in access costs associated with all
business categories, and the company's strategic shift toward a
greater ratio of higher-margin, IP and managed services revenue.
The company continues to aggressively manage access spending by
optimizing its access network and extending the access network
closer to the customer.

                        Operating Expenses

Operating expenses for the second quarter of 2005 were
$191 million, compared with $208 million in the first quarter of
2005 and $189 million for the second quarter of 2004.  The
$17 million sequential improvement was primarily driven by first
quarter items including a one-time $24 million increase in Global
Crossing's real estate restructuring reserve, a $2 million legal
settlement gain and an increase of $5 million in excess medical
benefits.

Third-party maintenance costs for the second quarter of 2005 were
$24 million, compared with $26 million in the first quarter of
2005 and $27 million for the second quarter of 2004.

                             Earnings

For the second quarter of 2005, Adjusted EBITDA was reported
at a loss of $27 million, compared with a loss of $28 million in
the first quarter of 2005 and a loss of $38 million in the second
quarter of 2004.  Without unusual items in the second quarter,
Adjusted EBITDA would have been a loss of $26 million.  In the
first quarter of 2005, unusual operating expense items mentioned
above would have improved Adjusted EBITDA to a loss of
$12 million.  Absent the unusual items for both quarters,
Adjusted EBITDA would have declined by $14 million sequentially,
primarily as a result of reduced gross margin.

The year-over-year improvement in Adjusted EBITDA was primarily
attributable to gross margin increases.

Consolidated loss applicable to common shareholders in the
second quarter of 2005 was $76 million, compared to losses of
$107 million in both the first quarter of 2005 and the second
quarter of 2004.  The sequential improvement primarily comprised
$25 million of other income including gains from sales of assets,
$8 million from pre-confirmation contingencies, and $4 million in
depreciation and amortization.  These gains were offset by a
$6 million increase in income tax.  The year-over-year variance
resulted from Adjusted EBITDA improvements of $11 million,
$6 million of depreciation and amortization, $11 million in other
income, $10 million in gains from pre-confirmation contingencies
and $10 million in income from discontinued operations.  These
gains were offset by a $15 million increase in net interest
expense and a $2 million increase in income taxes.

                       Capital Expenditures

For the second quarter of 2005, cash paid for capital expenditures
and capital leases was $26 million, compared with $27 million in
the first quarter of 2005 and $27 million in the second quarter of
2004.  Strategic investments during the second quarter included
deployment of state-of-the-art transport equipment, and
installation of next-generation audio conferencing bridges and IP
core and edge platforms.  Global Crossing's IP traffic volume
stood at 105 gigabits per second at the end of the second quarter,
and 56 percent of the company's voice traffic was carried on its
Voice over Internet Protocol backbone.  Global Crossing also
decommissioned one of its time division multi-plexing switches
located in Newark, New Jersey.  At the same time, Global Crossing
increased its VoIP capacity, paving the way toward an all-IP voice
network.

                       Cash and Liquidity

As of June 30, 2005, unrestricted cash and cash equivalents were
$305 million.  Restricted cash was $23 million.  The company
generated $28 million of cash in the quarter.  Of this amount,
$22 million in net proceeds was from the sale of its Trader Voice
business.  An additional $32.5 million was prepayment for Global
Crossing's Small Business Group, representing a portion of the
purchase price.  Global Crossing anticipates the completion of
the SBG sale and receipt of the remaining proceeds in the third
quarter.

Global Crossing's net cash used in operating and financing
activities in the second quarter of 2005 totaled $3 million,
compared to $57 million in the first quarter.  GCUK's net cash
provided by operating and financing activities was $12 million,
after paying $21 million in interest associated with the
company's high yield debt.  Global Crossing's business excluding
GCUK used $15 million in operating and financing activities.
This cash flow was driven by net loss from operations and
repayment of capital leases.  Net cash provided by investing
activities amounted to $33 million in the second quarter of 2005,
specifically resulting from asset sales proceeds, purchases of
property and equipment, and changes in restricted cash.
Excluding asset sales proceeds in the second quarter, the company
would have used $22 million in investing activities for capital
expenditures.  This compares to $29 million cash used in
investing activities for the first quarter.  Finally, the company
experienced a $2 million reduction in cash as a result of the
effect of exchange rate changes on cash and cash equivalents.

The company's cash burn has slowed since the first quarter as a
result of working capital timing and improvements both in
operating cash flow and in "days of sales outstanding" on
accounts receivable.

Global Crossing provides a summary of the specific financial
guidance for 2005 that it provided on March 16, 2005, and a
comparison to results during the first half of the year:

                                2005 Guidance      First Half
     Metric                     (in millions)      Performance
     ------                     -------------      -----------
     Revenue                    $1,800-$1,950         $1,025
     "Invest and Grow" Revenue  $1,120-$1,195          547
     Wholesale Voice Revenue      $615-$685            416
     Harvest/Exit Revenue          $65-$70              62
     Gross Margin %                36%-41%             38%
     Adjusted EBITDA             ($145-$115)          (55)
     Cash Use                    ($180-$150)          (60)
     Capital Expense/Leases        $95-$100             53

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.

At June 30, 2005, Global Crossing's total liabilities exceed its
total assets by $71 million.


GLOBAL CROSSING: Representative Settles Claims Totaling $81.6 Mil.
------------------------------------------------------------------
Pursuant to certain settlement agreements, the GX Representative
informs the Court that it has resolved 26 claims aggregating
$81,637,722, which claims were covered in previously filed
omnibus objections.

The GX representative resolved 16 claims pursuant to certain
settlement terms:

                   Claim       Claim
Claimant           Number     Amount   Settlement Terms
--------           ------     ------   ----------------
WXIII/PHL           1209  $2,821,861   WXIII will be deemed to
Real Estate Ltd.                       hold an Allowed General
Partnership                            Unsecured Claim for
                                       $2,571,209.

New England         5071     unknown   Claim will be deemed an
Digital                                Allowed Administrative
Distribution Inc.                      Expense Claim for $35,000.

Blufftone           3977      83,986   Claim Nos. 3977 and 3978
Telephone Co.       3978     481,652   will be allowed for
and Hargray                            $45,000 and $255,000.
Telephone Co.                          GX will pay Hargray and
                                       Bluffton affiliates
                                       $80,500, consisting of
                                       24 equal installments of
                                       $3,354, payable on each
                                       month starting on July 1,
                                       2005.

Gaedeke Holdings     363       8,942   Claim No. 11148 will be
Holdings Ltd.       5436       3,786   deemed an Allowed
                    9905       8,942   Convenience Claim for
                   11148       8,942   $8,942.  Gaedeke will be
                                       entitled to a distribution
                                       on Claim No. 11148.
                                       Claim Nos. 363, 5436, and
                                       9905 will be expunged and
                                       disallowed.

National Assoc.     5051     160,000   Claimant will be deemed
of Manufacturers                       to hold an Allowed
                                       General Unsecured Claim
                                       for $166,254.

Citizens            9628  58,534,556   Claimant will be deemed
Communication Co.                      to hold an Allowed
                                       General Unsecured Claim
                                       of $21,890,150.

Park Centre         5924     250,000   Claim Nos. 5924 and 5923
Properties, LLC     5923     121,304   will be deemed as Allowed
                                       General Unsecured Claims
                                       for $250,000 and
                                       $121,304.

Carlyle Market      7435     413,878   Claimant will be deemed
Post Tower, LLC                        to hold an Allowed
                                       General Unsecured Claim
                                       for $295,032.

John Burns          1906     600,341   Claimant will be deemed
Construction Co.                       to hold an Allowed
                                       General Unsecured Claim
                                       for $300,000.

Teligent Estate     9731  10,000,000   Claimant will be deemed
Representative                         to hold a General
                                       Unsecured Claim for
                                       $2,875,000.

PWREF/MCC-China     4107     256,113   Claimant will be deemed
Basin L.L.C.                           to hold an Allowed
                                       General Unsecured Claim
                                       for $221,714.

Furthermore, the GX Representative informs Judge Gerber that
seven administrative expense claims have been settled or
withdrawn by claimants:

   Claimant                         Claim No.  Asserted Amount
   --------                         ---------  ---------------
   Gila Valley Resources               9922             $5,983
   Jennings                           10151                636
   Aspect Communications              10192             30,844
   Wil Bijil                          10579       undetermined
   AT&T Corporation                   10601          7,381,068
   Avaya Inc.                         10602            214,394
   Winstar Holdings, Inc.             10678            149,002

The GX Representative also resolved three tax claims:

   Claimant                         Claim No.  Asserted Amount
   --------                         ---------  ---------------
   South Carolina Dep't. of Revenue   10178             $2,225
   Clark County, Indiana              10571              2,500
   Ohio Dep't. of Taxation            11127             96,769

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.

At June 30, 2005, Global Crossing's total liabilities exceed its
total assets by $71 million.


GS MORTGAGE: Fitch Affirms Low-B Rating on Six Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms GS Mortgage Securities Corp. II Series 2004-
C1:

     -- $406.3 million class A-1 at 'AAA';
     -- $190.5 million class A-2 at 'AAA';
     -- $168.4 million class A-1A at 'AAA';
     -- Interest only classes X-1 and X-2 at 'AAA';
     -- $20.1 million class B at 'AA';
     -- $7.8 million class C at 'AA-';
     -- $16.7 million class D at 'A';
     -- $12.3 million class E at 'A-';
     -- $13.4 million class F at 'BBB+';
     -- $7.8 million class G at 'BBB';
     -- $7.8 million class H at 'BBB-';
     -- $5.6 million class J at 'BB+';
     -- $3.3 million class K at 'BB';
     -- $3.3 million class L at 'BB-';
     -- $4.4 million class M at 'B+';
     -- $3.3 million class N at 'B';
     -- $3.3 million class O at 'B-'.

Fitch does not rate the $13.4 million class P.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the June 2005
distribution date, the pool has paid down 0.5%, to $887.9 million
from $892.3 million at issuance.  There are no delinquent or
specially serviced loans.

Three loans were credit assessed by Fitch at issuance: Water Tower
Center (6.2%), The DDR Portfolio (5.4%), and The Inland Portfolio
(2.6%).  Fitch maintains the investment grade credit assessment on
these loans.

The Water Tower Place loan is secured by a regional anchored
shopping mall located in Chicago, IL.  There are a total of six
pari passu notes A-1 through A-6 with the A-3 and A-4 pieces
included in the trust.  The year-end 2004 Fitch stressed debt
service coverage ratio has increased to 1.44 times (x) compared to
1.38x at issuance.  The occupancy remains strong at 97%.

The DDR Portfolio loan is secured by 10 anchored retail malls
located in eight states.  There are three pari passu notes A-1, A-
2, and A-3 with the A-2 piece included in the trust.  The YE 2004
Fitch stressed DSCR has slightly decreased to 1.52x compared to
1.55x at issuance.  Occupancy as of YE 2004 the property was 95%.

The Inland Portfolio consists of three cross-collateralized and
cross-defaulted loans secured by three anchored retail properties.
The YE 2004 Fitch stressed DSCR decreased to 1.33x compared to
1.44x at issuance due to an increase in tenant improvements in the
Meadowmont Village property.  Raw space, formerly under a master
lease, was built out to make the space more marketable.  In
addition, four new tenants were signed at the end of 2003 with the
majority of the improvements paid in 2004.  Occupancy as of YE
2004 was 89.1%.


HAYES LEMMERZ: Will Discuss 2nd Quarter Earnings on Sept. 8
-----------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) reported that it
will host a telephone conference call to discuss the Company's
fiscal year 2005 second quarter financial results on Thursday,
September 8, 2005, at 10:00 a.m. (ET).

To participate by phone, please dial 10 minutes prior to the call:

      (800) 399-3882 from the United States and Canada
      (706) 643-7483 from outside the United States

Callers should ask to be connected to Hayes Lemmerz earnings
conference call, Conference ID#8307804.

The conference call will be accompanied by a slide presentation,
which can be accessed that morning through the Company's Web site,
in the Investor Kit presentations section at:

http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

A replay of the call will be available from 1:00 p.m. (ET),
September 8, 2005 until 11:59 p.m. (ET), September 15, 2005, by
calling (800) 642-1687 (within the United States and Canada) or
(706) 645-9291 (for international calls).  Please refer to
Conference ID#8307804.

An audio replay of the call is expected to be available on the
Company's Web site beginning Tuesday, September 13, 2005.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2005,
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).


INTERSTATE BAKERIES: Gets Court Nod to Reject 7 Real Estate Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to reject non-residential real property leases for
seven locations effective as of July 27, 2005, to reduce
postpetition administrative costs.

The seven Real Property Leases to be rejected are:

   Landlord             Address of Leased Premise      Lease Date
   --------             -------------------------      ----------
   Mary Grady           415 South Hancock,             03/23/1981
                        Rockingham, North Carolina

   TRICO THC II, LTD.   1251-K SO Beach Boulevard,     04/16/1986
                        La Habra, California

   John E. Craig and    3018 Charlotte Highway,        11/18/1987
   Altie R. Craig       Monroe, North Carolina

   Homer Cox            724 4th Street, Salem,         11/07/1988
                        Virginia

   Harvey Morris c/o    4911 Rozelles Ferry,           10/02/1992
   Stock Yard           Charlotte, North Carolina
   Restaurant

   Steve Massengale     3398 Anderson Road,            10/15/1993
                        Greenville, South Carolina

   Priscilla Lockhart   150 Fairplains Road, North     08/15/1994
                        Wilkesboro, North Carolina

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JAMES KENNEDY: List of 8 Largest Unsecured Creditors
------------------------------------------------------
James J. Kennedy released a list of his 8 Largest Unsecured
Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Claudia J. Kennedy                           $1,248,000
    52 Cheyenne Drive
    Nashua, NH 03063

    IRS                                            $225,000
    JFK Building
    P.O. Box 9112
    Boston, MA 02203

    Massachusetts Department of Revenue             $30,000
    Bankruptcy Unit
    P.O. Box 9564
    Boston, MA 02114-9564

    Michael Donovan                                 $20,000

    American Express                                 $5,936

    Roland Millard                                   $5,750

    Bill Barry                                       $1,500

    American Express                                   $157

James J. Kennedy filed for chapter 11 protection on May 19, 2005
(Bankr. D. Mass. Case No. 05-43405).  Joseph H. Baldiga, Esq., at
Mirick, O'Connell, DeMallie, Lougee, represents Mr. Kennedy.  Mr.
Kennedy estimates his assets and liabilities between $1 million
and $10 million.


JENNINGS OF MICHIGAN: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Jennings of Michigan, Inc.
        5903 Andrew Drive
        Metamora, Michigan 48455

Bankruptcy Case No.: 05-34106

Type of Business: The Debtor offers products and services
                  for outdoor recreation.  See
                  http://www.jenningsmi.com/

Chapter 11 Petition Date: August 15, 2005

Court: Eastern District of Michigan (Flint)

Judge: Walter Shapero Flint

Debtor's Counsel: Ryan D. Heilman, Esq.
                  Schafer and Weiner, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, Michigan 48304
                  Tel: (248) 540-3340

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
   ------                     ---------------       ------------
Qualite Sports Lighting,                                $165,788
Inc.
250 Industrial Drive
Hillsdale, MI 49242

Park Structures, Inc.                                   $137,854
430 Chestnut Street
Chattanooga, TN 37402

Burk Company, LLC                                       $107,570
660 Van Dyne Road
Fond Du Lac, WI 54936

National Recreation Systems                              $62,960
Inc.

Wabash Manufacturing, Inc.                               $55,699

Unique Surfacing                                         $44,387

Mitch Burley Enterprises      Sub-contract               $39,886
                              installer

Connely Crane Rental          Sub-contract               $13,453
                              equipment

Roberts & Joan Nagle          Covenant not to            $13,333
                              compete

Park Structures, LLC          Catalog mailing            $12,454

National Recreation Systems   Sub-contract                $9,500
                              installation

American Flagpole                                         $8,963

Americana Building Products                               $8,475

Belding Bleacher Erectors     Sub-contract                $8,150
                              installation

U.S. Bank VISA                Credit card                 $6,997

PW Athletic Co.                                           $6,284

Janice B. Wiley               Commission                  $5,850

Barazsu & Cross               Professional services       $4,000

Denman Contracting            Sub-contract                $4,000
                              installation

Tessier Recreo-Parc, Inc.     Vendor                      $3,612


KEYSTONE CONSOLIDATED: Gets Court Nod to Reimburse Exit Lender
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
gave Keystone Consolidated Industries, Inc., and its debtor-
affiliates permission to reimburse two groups of exit lenders for
costs and expenses paid in putting together an exit facility
package.  The Court allows the Debtors to reimburse up to $250,000
to each of the two lender groups.

As reported in the Troubled Company Reporter yesterday, Keystone
obtained a commitment from a group of exit lenders 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.

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 and its affiliates 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.


LAC D'AMIANTE: Wants Until November 8 to File Chapter 11 Plan
-------------------------------------------------------------
Lac D'Aminate Du Quebec Ltee and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, for an extension of their time until Nov. 8,
2005, to file a chapter 11 plan.

The Debtors tell the Court that they are currently negotiating
with all parties-in-interest to come up with a viable and
confirmable plan.  Lac D'Amiante tells the Court that it's not
aware of any opposition to the requested extension.

Headquartered in Tucson, Arizona, Lac d'Amiante Du Quebec Ltee,
fka Lake Asbestos of Quebec, Ltd., and its affiliates, are all
non-operational and dormant subsidiaries of ASARCO Inc., nka
ASARCO LLC.  ASARCO mines, smelts and refines copper and
molybdenum in the United States and Peru.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 11,
2005 (Bankr. S.D. Tex. Case No. 05-20521).  Nathaniel Peter
Holzer, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they each
estimated assets and debts of more than $100 million.  ASARCO
filed for chapter 11 protection on August 9, 2005 (Bankr. S.D.
Tex. Case No. 05-21207) and has asked Judge Schmidt to jointly
administer the subsidiary cases with its chapter 11 proceeding.


MAYTAG CORP: Board Recommends Whirpool's $2.7 Bil. Merger Proposal
------------------------------------------------------------------
Maytag Corporation's (NYSE: MYG) Board of Directors has withdrawn
its recommendation of the pending $14 cash merger deal with Triton
Acquisition Holding, the acquisition vehicle formed by the
Ripplewood Holdings led investor group.

Maytag said that its Board has determined that in light of the
$21 per share Whirlpool Corporation binding, irrevocable proposal,
which was announced on Aug. 10, 2005, it would be inconsistent
with the Maytag Board's exercise of its fiduciary duty for the
Board to fail to withdraw its recommendation of the Triton $14 per
share deal.  The Maytag Board now recommends a vote against the
Triton deal.  In making these determinations, the Maytag Board was
assisted by Lazard, its financial advisor, and by Wachtell,
Lipton, Rosen & Katz and Cleary Gottlieb Steen & Hamilton, its
special legal counsel.

Whirlpool Corp., increased its bid three times to a top-dollar
takeout valued at $2.7 billion.  Whirlpool will pay $1.7 billion
in equal amounts of cash and stock for Maytag, as well as assuming
$977 million of Maytag's debt.  Whirlpool made its latest offer on
August 10, unexpectedly raising its bid to $21 for each Maytag
share from $20 each.

                   $40 Million Termination Fee

Maytag gave notice to Triton of the Maytag Board's determinations.
As a result, Maytag will be entitled to terminate the existing
Triton merger agreement if the Maytag Board makes similar
determinations (taking into account any revised proposal Triton
may make) at least five business days following Triton's receipt
of such notice.  In addition to Maytag's termination right, as a
result of the change in recommendation by the Maytag Board, Triton
has the right to terminate the Triton merger agreement
immediately.  In the event of such a termination by Maytag or by
Triton, Triton will be entitled to a $40 million fee from Maytag,
which Whirlpool has agreed to pay.

Whirlpool can afford to pay more for its smaller rival because of
hundreds of million of dollars in expected cost savings, on
everything from raw materials to manufacturing to advertising, The
Deal reports.

                    $15 Million for Retention

As previously reported, in addition to its agreement to pay the
$40 million break-up fee payable to Triton, Whirlpool has also
agreed to provide Maytag with up to $15 million for retention of
Maytag employees and has agreed to pay a "reverse break-up fee" of
$120 million if the transaction cannot be closed due to an
inability to obtain regulatory approval.

The merger of the nations No. 1 and No. 3 appliance makers is
expected to draw close regulatory scrutiny.

                   Aug. 30 Shareholder Meeting

Maytag also announced that as a result of Whirlpool's August 10,
2005, proposal and related developments, Maytag is postponing the
special meeting of stockholders scheduled for Friday, August 19,
2005, to August 30, 2005, in order to permit Maytag to file and
distribute updated proxy materials and to allow time for adequate
dissemination and absorption of information concerning these
important developments.  If the merger agreement between Maytag
and Triton is terminated, the postponed special meeting will be
cancelled.

                         About Whirlpool

Whirlpool Corporation -- http://www.whirlpoolcorp.com/-- is the
world's leading manufacturer and marketer of major home
appliances, with annual sales of over $13 billion, 68,000
employees, and nearly 50 manufacturing and technology research
centers around the globe. The company markets Whirlpool,
KitchenAid, Brastemp, Bauknecht, Consul and other major brand
names to consumers in more than 170 countries.

                          About Maytag

Maytag Corporation is a leading producer of home and commercial
appliances.  Its products are sold to customers throughout North
America and in international markets.  The corporation's principal
brands include Maytag(R), Hoover(R), Jenn-Air(R), Amana(R), Dixie-
Narco(R) and Jade(R).

At July 2, 2005, Maytag Corp.'s balance sheet showed a
$77.4 million of stockholders' deficit, compared to a $75 million
deficit at Jan. 1, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Fitch Ratings placed Maytag Corporation's approximately
$969 million of 'BB' rated senior unsecured notes on Rating Watch
Evolving.

This action followed the July 17, 2005 announcement that Whirpool
Corporation has made a proposal to acquire Maytag for $2.3 billion
in cash and stock and reflects the potential for either an upgrade
or downgrade given the various competing offers for Maytag and the
credit profile that could result.  Whirlpool Corporation has made
a proposal to acquire Maytag for $17 per share plus the assumption
of $969 million of Maytag's debt for a total transaction valued at
$2.3 billion.

This bid follows two other bids: Initially, on May 19, 2005,
Maytag entered into a definitive agreement to be acquired by a
private investor group led by Ripplewood Holdings LLC for $14 per
share cash.  Subsequently, on June 21, 2005, Maytag announced that
it had received a preliminary non-binding proposal from Bain
Capital Partners LLC, Blackstone Capital Partners IV L.P., and
Haier America Trading, L.L.C. to acquire all outstanding shares of
Maytag for $16 per share cash.

As reported in the Troubled Company Reporter on July 20, 2005,
Standard & Poor's Ratings Services placed its 'BBB+' long-term and
'A-2' short-term corporate credit and other ratings on home
appliance manufacturer Whirlpool Corp. on CreditWatch with
negative implications.

At the same time, Standard & Poor's revised its CreditWatch status
of home and commercial appliance manufacturer Maytag Corp. to
developing from CreditWatch negative.

As reported in the Troubled Company Reporter on Apr. 29, 2005,
Moody's Investors Service downgraded Maytag Corporation's senior
unsecured ratings to Ba2 from Baa3 and the short-term rating to
Not Prime from Prime-3.  At the same time the Ba2 senior unsecured
note rating was placed on review for possible further downgrade.
Moody's also assigned a new senior implied rating of Ba2.  Moody's
says the outlook for the ratings remains negative.

The ratings downgraded are:

   * Senior unsecured rating to Ba2 from Baa3; the rating is
     placed on review for possible further downgrade

   * Issuer rating to Ba2 from Baa3,

   * Short term rating to Not Prime from P-3.

The rating assigned:

   * Senior implied rating of Ba2.


MIRANT CORP: Mirant Bowline to Recover $4.9 Mil. from Insurer
-------------------------------------------------------------
On January 17, 2004, Unit 2 at the facility of Mirant Bowline,
LLC, suffered a serious equipment failure that forced the unit
offline.  Bowline submitted a claim pursuant to its all risk
property insurance policy to certain insurers, including
Underwriters at Lloyd's and Companies Collective.  An adjuster
was assigned to evaluate the claim.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the Adjuster's March 10, 2004, report to
the Insurers estimated repair costs at $2,000,000, which is below
the Policy's $5,000,000 property damage deductible.  Thus, repair
costs sought in the Claim were determined to be unrecoverable.

However, the time required to repair and restore the unit to
service exceeded the Policy's 60-day business interruption
deductible, Ms. Campbell relates.  So, Bowline also submitted an
interruption claim for losses suffered in excess of the 60-day
deductible to the Insurers.  The claim was assigned to the
Adjuster.

In January 2004, the Debtors began meeting with the Adjuster to
discuss the validity and amount of the Interruption Claim.  Ms.
Campbell reports that the Debtors were successful in
demonstrating to the Adjuster an Interruption Claim for
$6,537,022, representing:

    -- $1,086,145 in energy payment losses;
    -- $120,504 in ancillary service payment losses; and
    -- $5,330,373 in capacity payment losses.

The Adjuster issued a report to the Insurers recommending payment
of the entire amount without reduction.  Underwriters at Lloyd's,
as Lead Insurer, accepted and approved the Adjuster's
recommendation on July 13, 2005.

Ms. Campbell notes that the Insurers have tendered to Bowline a
$1,647,259 partial payment.

Therefore, Bowline seeks the Court's permission to execute
documents necessary and proper to secure payment of $4,889,764,
representing the outstanding sum of the covered losses.

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)


MIRANT CORP: Wants to Enter into New Consent Decree with DEC
------------------------------------------------------------
New York Debtors Mirant Corporation, Mirant New York, Inc.,
Mirant Lovett, LLC, and Mirant Bowline, LLC, ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to enter into, and perform obligations under, a new Consent Decree
with the New York State Department of Environmental Conservation.

                   The Lovett and Bowline Plants

In July 1999, Mirant Americas Generation, LLC, purchased various
energy producing assets from Orange & Rockland Utilities, Inc.,
including three power plants -- "Lovett 4", "Lovett 5" and the
Bowline generating facility.

The Lovett plants are coal-burning power plants used to produce
electric energy located on the Hudson River in New York.  Lovett
5 can be converted from a coal burning power plant to a natural
gas fired power plant.

The Bowline plant, a 1,133-MW dual fueled facility comprising of
two intermediate units, is located in Haverstraw, New York.

              Department of Environmental Conservation

According to Jason D. Schauer, Esq., at White & Case LLP, in
Miami, Florida, the DEC is responsible for the enforcement of the
Environmental Conservation Law of the State of New York and Title
6 of the New York State Official Compilation of the Codes, Rules
and Regulations.

One of the DEC's specific responsibilities is to maintain the air
quality of New York and to abate and control air pollution
pursuant to ECL Article 19.

Mr. Schauer reports that the Lovett and the Bowline plants are
"stationary source[s]," as defined under the Clean Air Act and
Section 200.1(cf) of 6NYCRR, and therefore must meet the
standards for smoke emissions under ECL Sections 19-0301 and 19-
0303, and Section 227-1.3 of the 6NYCRR.

Among other things, the Lovett and the Bowline plants must self-
report excess opacity incidents pursuant to Section 227-1.4(c),
Mr. Schauer informs the Court.

Mr. Schauer relates that as required under 6NYCRR Part 227, the
New York Debtors have installed and certified a Continuous
Emissions Monitoring System to monitor emissions, including
opacity, at its facilities.

                        2003 Consent Decree

The New York Debtors and the DEC, Mr. Schauer notes, previously
entered into a consent decree with respect to the emissions of
SO2 and NOx from the Lovett and the Bowline plants.  The 2003
Consent Decree related to the alleged violations of the New
Source Review Provisions of the Clean Air Act, which became
effective December 31, 2002, and certain "repair or replacement"
actions taken by Orange and Rockland while it owned the Lovett
and the Bowline plants, Mr. Schauer recounts.

The Court subsequently approved the 2003 Consent Decree.

                         New Consent Decree

According to Mr. Schauer, the Debtors received a notice of
violation from the DEC for failure to comply with the self-
reporting requirements with respect to excess opacity emissions
at the Lovett and the Bowline plants.

In October 2004, the DEC commenced a formal action against the
New York Debtors, seeking fines totaling $1,960,000.

The Debtors began negotiations with the DEC to:

    -- resolve past violations of the CAA;
    -- develop a method for preventing future violations; and
    -- establish appropriate penalties for any future violations.

Through negotiations, the parties agreed to another Consent
Decree.

Mr. Schauer notes that in contrast to the 2003 Consent Decree,
the current Consent Decree:

    -- relates to the self-reporting requirements of excess
       opacity emissions at the New York Debtors' facilities; and

    -- does not in any manner seek to modify or cure the New York
       Debtors' obligations pursuant to the 2003 Consent Decree.

               Terms of the Current Consent Decree

The New York Debtors' excess opacity incidents must be reported
pursuant to Section 227-1.4(c).  The New York Debtors will pay
penalties calculated on a unit-by-unit basis for "exceedances"
incurred on or after January 1, 2005.

For purposes of assessing stipulated opacity penalties for the
period commencing January 1, 2005, except for the one six-minute
average per hour of up to 27%, each six-minute period, in which
the average opacity emissions from a stack equals or exceeds 20%,
will constitute a separate violation.

The New York Debtors' Continuous Emission Monitoring Systems will
determine compliance with the opacity standard.  Penalties will
not be assessed for unavoidable excess opacity emission events as
stated in the Consent Decree.

In full satisfaction of emission violations occurring prior to
January 1, 2005, the New York Debtors will be penalized for
$44,100.


Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 72; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOVIE GALLERY: Posts $12.2 Million Net Loss in Second Quarter
-------------------------------------------------------------
Movie Gallery, Inc. (Nasdaq: MOVI) reported financial results for
the second quarter of 2005, which ended July 3, 2005.  Movie
Gallery's second quarter results include the results of operations
from Hollywood Entertainment Corporation, which Movie Gallery
acquired on April 27, 2005.  Accordingly, Movie Gallery's second
quarter results include approximately 10 weeks of Hollywood's
results and 13 weeks of Movie Gallery's results.

In the quarter, total revenues for the combined Company were
$504.7 million as compared to Movie Gallery's stand-alone revenues
of $189.6 million in the second quarter of 2004.  Net loss for the
2005-second quarter was $12.2 million, which included:

    (a) one-time special items on a net of tax basis;

    (b) a $6.6 million reduction in extended viewing fee revenues
        related to the purchase accounting effects of conforming
        Hollywood's revenue recognition method to Movie Gallery's
        Method;

    (c) a $5.9 million charge related to a change in accounting
        estimate for VHS residual value;

    (d) one-time cash charges of $2.5 million related to the
        write-off of merger-related bridge financing fees,

    (e) $900,000 for a merger-related transaction bonuses;

    (f) other charges of $200,000 related to stock based
        compensation; and

    (e) equity losses of $300,000 related to investments in
        alternative delivery vehicles for movie content.

These items total $16.4 million.  Excluding these items, net
income in the 2005-second quarter would have been $4.3 million on
an on- going basis.  For the 2004-second quarter, the Company's
net income was $10.6 million.

Operating income for the 2005-second quarter was $2.0 million and
was adversely affected by $23.2 million, which represents the pre-
tax effect of the special items described in the preceding
paragraph.  Excluding these items, operating income in the 2005-
second quarter would have been $25.2 million.  For the 2004-second
quarter, the Company's operating income was $19.8 million.

In addition, net loss for the second quarter includes $10.0
million after- tax, in interest expense related to the new credit
agreement to fund the acquisition of Hollywood and other smaller
business acquisitions.

"During the quarter, we were delighted to complete our
acquisitions of both Hollywood Entertainment and VHQ," said Joe
Malugen, Chairman, President and Chief Executive Officer of Movie
Gallery.  "Having said that, we were disappointed to see that our
same-store revenues in both the rural and urban markets were
adversely impacted by what many experts are now characterizing as
the worst box-office slump in more than two decades.  Coming into
the quarter, we were expecting our same-store revenues to be down
slightly.  However, with the month of June down considerably more
than anticipated, we experienced a 5.5% decrease in same-store
revenues for the second quarter of 2005.

"In this business our results are driven largely by the quality
and quantity of movie titles, which continue to be weaker than we
would like.  However, we believe that this softness is temporary
and expect rental demand to rebound in the fourth quarter.  In the
fourth quarter of 2005 some of the year's biggest titles and
likely best sellers, including Batman Begins, Star Wars Episode 3,
War of the Worlds, Mr. and Mrs. Smith, and Fantastic Four, will be
released.  While we expect challenging conditions to persist in
the third quarter, we are optimistic that conditions will improve
by the end of the year," Mr. Malugen concluded.

                      Integration Update

Mr. Malugen stated, "We have already made significant progress in
integrating the two companies and we remain committed to moving
quickly to realize the benefits of this winning combination.
While it is premature to give specific guidance at this time, we
continue to believe in our ability to generate sustainable growth
while producing consistent profitability now that the acquisition
is complete."

As previously announced, Movie Gallery intends to maintain the
Hollywood store format and brand separately from the Movie Gallery
business.  Integration efforts to date have focused primarily on
selecting a leadership team for and consolidating the support
functions in all three operating segments.  This top-level
consolidation is complete for the Human Resources, Real Estate,
Legal, Lease Administration, Finance, Information Systems, Loss
Prevention and Distribution functions.  Almost 60 positions were
eliminated by the end of the second quarter.  Movie Gallery is
also evaluating opportunities to leverage best practices and
generate general and administrative cost savings while undertaking
initiatives to reap the benefit of the combined company's
increased purchasing leverage for non-content merchandise to
reduce costs.

Movie Gallery has closed 50 unprofitable Game Crazy stores and is
now beginning to re-brand Movie Gallery's 23 Game Zone(R) stores
under the Game Crazy brand.  Under the leadership of Thomas
Johnson, Movie Gallery's Senior Vice President of Corporate
Finance and Business Development who is managing the integration,
Movie Gallery expects to undertake other strategic initiatives and
believes that it will realize significant synergies as a result of
the combination.

Mr. Malugen added, "I want to thank the associates and partners of
Movie Gallery and Hollywood for their continued hard work and
dedication through the ongoing integration process, especially in
the current soft business environment.  We believe that our
combined company is well positioned for long-term success and,
with the continued focus of our dedicated employees, we are
confident in our ability to create significant value for our
shareholders."

                 Second Quarter Results

For the thirteen weeks ended July3, 2005, consolidated total
revenue increased 166.2% from the comparable period in 2004.  Same
store total revenue was negative 5.5% for the second quarter.
Same-store rental revenue declined 8.4% while same-store product
revenue grew 10.6%, driven principally by the sale of new and used
game hardware, software and accessories in Hollywood's Game Crazy
business.

For the thirteen weeks ended July 3, 2005, the Movie Gallery
operating segment total revenues increased 5.0% from the
comparable period in 2004.  The increase was due to an increase of
14.3% in the average number of stores operated the quarter of
2005, offset by same-store revenue decreases of 8.1%.  Same-store
rental revenue declined 8.7% in the second quarter of 2005 and
same- store product sales declined 1.2%.

The addition of Hollywood operating segment revenue for the
thirteen weeks ended July 3, 2005 accounted for 97.0% and of the
total revenue increases.  Hollywood total same- store revenues
were negative 4.4% for the second quarter.  Same-store rental
revenue declined 8.2% in the second quarter of 2005 and same-store
product sales increased 12.9%.  The growth in Hollywood same-store
product sales is primarily driven by the strength of the in-store
Game Crazy departments.

The following factors contributed to a decrease in the Company's
total same-store revenues for the second quarter of 2005 versus
2004:

    (1) Movie rental revenue, including previously viewed sales,
        declined and was adversely impacted by the weak home video
        release schedule during the quarter.

    (2) Game rental revenue declined reflecting the weakness of
        the new game titles currently being released and the
        industry softness that occurs in anticipation of the
        introduction of new game platforms currently scheduled for
        late 2005 and early 2006 release.

Gross margin on rental revenue for the second quarter of 2005 was
66.0% versus 71.5% for the comparable quarter period of 2004.
This included the $10.1 million non-cash charge for a change in
accounting estimate on Movie Gallery's VHS inventory.  Excluding
the VHS write-off in the second quarter, gross margin on rental
revenue would have been 68.4% for the thirteen weeks ending July
3, 2005, respectively.

The remaining decrease versus prior comparable periods is
primarily the result of the acquisition of the Hollywood Video
stores, as their gross margins are historically lower than those
of Movie Gallery stores because Hollywood generally invests
proportionally more in rental inventory (as a percentage of
revenue) to effectively compete in urban markets.  Higher than
expected same-store revenue declines for movie rental revenue and
higher than normal promotional activity of previously viewed
products also contributed to the reduced rental gross margins.

The gross margin on product sales for the thirteen weeks ended
July 3, 2005 was 29.6% compared to 29.4% for the comparable
quarter period of 2004.

Movie Gallery is the second largest North American video rental
company with annual revenue in excess of $2.5 billion and
approximately 4,700 stores located in all 50 U.S. states, Canada
and Mexico.  Since the Company's initial public offering in August
1994, Movie Gallery has grown from 97 stores to its present size
through acquisitions and new store openings.

The combined company is the second largest North American video
rental company with annual revenue in excess of $2.5 billion and
approximately 4,500 stores located in all 50 U.S. states, Mexico
and Canada.  Since the company's initial public offering in August
1994, Movie Gallery has grown from 97 stores to its present size
through acquisitions and new store openings.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Moody's Investors Services confirmed the debt ratings of Hollywood
Entertainment.  Moody's said the outlook is stable.

In addition, Moody's assigned first time ratings to Movie Gallery,
Inc., in connection with its proposed acquisition of Hollywood
Entertainment.

On January 9, 2005, Movie Gallery executed a merger agreement to
acquire Hollywood Entertainment for $13.25 per share or
approximately $1 billion (including the retirement of $384.2
million of debt but net of cash).  The acquisition will be
financed with $795 million of senior secured bank facilities,
$325 million of senior unsecured notes, and $185 million of on
balance sheet cash.  As a part of the acquisition, Movie Gallery
will tender for Hollywood Entertainment's $225million of senior
subordinated notes.  Shortly after this transaction, Movie Gallery
will also be acquiring VHQ Entertainment for $19.2 million.  VHQ
operates 61 stores in Canada as well as a website VHQonline.ca.

These ratings are assigned:

   -- Movie Gallery, Inc.

      * Senior Implied of B1;
      * $870 Million of Senior Secured Credit Facilities of B1;
      * $325 Million of Guaranteed Senior Notes of B2;
      * Issuer Rating of B3;
      * Speculative Grade Liquidity Rating of SGL-2.

These ratings are confirmed:

   -- Hollywood Entertainment Corp.

      * Senior Implied of B1;
      * Senior Secured Credit Facilities of Ba3;
      * Senior Subordinated Notes of B3;
      * Issuer Ratings of B2.

At the same time, Standard & Poor's Ratings Services assigned its
'B+' corporate credit rating to Movie Gallery Inc.   S&P said the
outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' rating to
Movie Gallery's proposed $870 million credit facility due in 2010
and 2011.  A recovery rating of '3' also was assigned to the
credit facility, indicating the expectation for meaningful
recovery of principal (50%-80%) in the event of a payment default.

In addition, a 'B-' rating was assigned to the company's proposed
$325 million senior unsecured floating-rate notes due 2012.  The
unsecured notes are rated two-notches below the corporate credit
rating because the holders are disadvantaged by the substantial
amount of priority debt ahead of the notes.  Proceeds from the
transactions will be used to finance the acquisition of Hollywood
Entertainment, to refinance existing indebtedness, and for general
corporate purposes.

"The ratings on Movie Gallery Inc. reflect the risks of operating
in a mature and declining video rental industry, the company's
dependence on decisions made by movie studios, increased operating
risk due to its acquisition of Hollywood Entertainment, its high
leverage, and the technology risks associated with delivery of
video movies to the home," said Standard & Poor's credit analyst
Diane Shand.


NANOMAT INC: U.S. Trustee Wants to Hire Harry Davis as Auctioneer
-----------------------------------------------------------------
Joseph L. Cosetti, the chapter 11 Trustee in Nanomat, Inc.'s
chapter 11 case, asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania for approval to hire Harry Davis &
company as its auctioneer.

Mr. Cosetti also wants the Court to authorize the Firm to conduct
a public auction of the Debtor's assets free and clear of liens,
claims, interests and encumbrances.

The Chapter 11 Trustee proposes:

   1) the auction property will be sold to the highest bidder for
      cash on an "as is where is" basis without representation or
      warranty, express or implied;

   2) the auction property may be sold in whore or in part;

   3) Harry Davis will receive a buyer's premium of 10%, which
      will be added to the final sales price of each item and paid
      by the buyers as compensation for its services for the sale
      of the auction property;

   4) Harry Davis will be paid a 6% commission of the sale price,
      plus reimbursement of agreed upon expenses in the event of a
      prior sale of all, or substantially all, of the auction
      property by the trustee, at least two weeks prior to the
      auction;

   5) Harry Davis will receive a $35,000 fee plus reimbursement
      of agreed upon expenses in the event the Trustee concludes a
      sale of all, or substantially all, of the assets at least
      two weeks prior to the scheduled auction date with any of
      certain individuals or entities named and filed under seal
      with Court at the time of the motion hearing;

   6) Harry Davis will advance an all out-of-pocket expenses to
      prepare, promote and conduct the auction.  Advertising
      expenses are budgeted at $18,000 and labor expenses are at
      $27,000.  Harry Davis will be reimbursed for advertising and
      labor expenses from the proceeds of the sales prior to
      remittance to the Trustee; and

   7) Harry Davis will provide an itemized accounting for all
      sales and remit the amount due the Trustee within 30 days
      after the completion of the auction.

The Trustee will retain 10% of the net proceeds from the auction
in the estate for administrative claims, priority claims and
unsecured claims.

To the best of Mr. Cosetti's knowledge, Harry Davis is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc.
-- http://www.nanomat.com/-- is a leading manufacturer of
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, its
estimated assets and debts from $10 million to $50 million.


NETEXIT INC: Excl. Plan Solicitation Period Extended Until Dec. 25
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time period during which Netexit, Inc., and its debtor-
affiliates have the excusive right to solicit acceptances of their
proposed First Amended and Restated Liquidating Plan of
Reorganization from their creditors.  The Debtor's exclusive
solicitation period now runs through Dec. 25, 2005.

The Debtors filed their Amended Plan on July 28, 2005.

The Debtors explain that they've worked diligently and focused
their efforts on administering their chapter 11 cases and dealing
with a multitude of important issues.  The Debtors have met with
and responded to extensive informal and formal discovery from the
Unsecured Creditors Committee and the Lead Plaintiffs in the
litigation styled as In re: NorthWestern Corporation Securities
Litigation, Case No CIV-03-4049 (D. S.D.).

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

   1) their chapter 11 cases are large and complex, with assets in
      excess of $60 million, hundreds of creditors and a complex
      group of claims;

   2) since the proposed Plan is a liquidating plan, it is
      important for them to resolve as may claims as possible
      prior to the confirmation hearing for that plan;

   3) the extension will give them more opportunity to continue
      the consensual mediation negotiations with the Creditors
      Committee and the Lead Plaintiffs in connection with the
      distributions in the proposed Plan, the NorthWestern Claims
      and the Securities Class Action Claim; and

   4) the extension will not prejudice their creditors and other
      parties-in-interest.

Headquartered in Sioux Falls, South Dakota, Netexit, Inc., fka
Expanets, Inc., is a nationwide provider of networked
communications and data services to small and mid-sized
businesses.  The Company 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
Debtors filed for chapter 11 protection, they estimated $10
million to $50 million in assets and more than $100 million in
liabilities.


NEWS CORP: Earns $717 Million of Net Income in Fourth Quarter
-------------------------------------------------------------
News Corporation (NYSE: NWS, NWSA; ASX: NWS, NWSLV) reported
fourth quarter consolidated revenues of $6.1 billion, a 12%
increase over the $5.5 billion in the prior year, and full
year revenues of $23.9 billion, an increase of 15% over the
$20.8 billion in fiscal 2004.

Consolidated operating income for the fourth quarter of
$955 million was up 42% over the $674 million a year ago.  For the
full year, operating income was $3.6 billion, an increase of 22%
over the $2.9 billion reported in fiscal 2004.  The operating
income growth during the fourth quarter and full year was driven
by double-digit percentage increases at the Filmed Entertainment,
Cable Network Programming, Magazines and Inserts and Newspaper
segments, as well as by significant improvement at SKY Italia.

Net income for the fourth quarter was $717 million, an increase of
$288 million from the $429 million reported in the fourth quarter
a year ago. For the full year net income was $2.1 billion, an
increase of $595 million from the $1.5 billion reported in fiscal
2004.  Fourth quarter and full year increases were primarily
driven by higher consolidated operating income and an improvement
in equity earnings of affiliates, while also reflecting the
inclusion of an unrealized gain on the change in fair value of
certain outstanding exchangeable debt securities included in Other
expense.

Commenting on the results, Chairman and Chief Executive Officer
Rupert Murdoch said:

"We are extremely pleased with the continued growth we achieved
during fiscal 2005-our third consecutive year of record profits.
What is pleasing about this past year is not just that we once
again delivered double-digit revenue and operating income growth
across nearly all of our businesses but perhaps more significantly
many of our developing businesses turned profitable.

"SKY Italia delivered its first profitable quarter with the
addition of 650,000 subscribers over the past 12 months.  STAR
received approval to launch a DTH service in India and doubled its
earnings contributions. DIRECTV grew its subscriber base by 1.6
million and aggressively expanded its product offerings with the
roll out of additional local channels and enhanced high definition
and digital video recorder capabilities.  And BSkyB announced a
new pricing and package structure while adding more than 400,000
subscribers and generating substantial profit growth.

"Over the past year we also completed our reincorporation to the
United States, as well as obtained full ownership of several key
assets, including Queensland Press, the Fox Entertainment Group,
SKY Italia and several regional sports networks. And we finished
the year in our strongest financial position ever with over $6
billion in cash facilitating our $3 billion dollar stock buyback
program and enabling us to make strategic investments, especially
in new media. So while we generated record financial results this
past year, I believe we have made the right strategic and
operational moves to secure our momentum heading into fiscal
2006."

A full text copy of the Company's disclosure to the Securities and
Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?c7

News Corporation had total assets as of March 31, 2005 of
approximately US$56 billion and total annual revenues of
approximately US$23 billion.  News Corporation is a diversified
international media and entertainment company with operations in
eight industry segments: filmed entertainment; television; cable
network programming; direct broadcast satellite television;
magazines and inserts; newspapers; book publishing; and other. The
activities of News Corporation are conducted principally in the
United States, Continental Europe, the United Kingdom, Australia,
Asia and the Pacific Basin.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Moody's Investors Service confirmed News Corporation's debt
ratings of Baa3 senior unsecured. The rating outlook was changed
to positive.  This rating action concludes the review initiated on
April 26, 2004.


NVE INC: Asks Court to Extend Schedule-Filing Deadline
------------------------------------------------------
NVE Inc., asks the U.S. Bankruptcy Court for the District of New
Jersey to extend the time period within which it must file its
Schedules of Assets and Liabilities, Statement of Financial
Affairs and Lists of Executory Contracts required under Section
521(1) of the U.S. Bankruptcy Code.

The Debtor tells the Court it was unable to file its Schedules and
Statement of Affairs when it filed for bankruptcy, because of
other pressing chapter 11 matters.

The Debtor believes it can file its schedules and statements by
September 24, 2005.

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.


OWENS CORNING: Third Circuit Rejects Substantive Consolidation
--------------------------------------------------------------
The United States Court of Appeals has rejected Owens Corning's
bid to "Communize" the assets of each separate estate to one
survivor to feed all creditors.  The Appeals Court says no
principled, or even plausible, reason exists to undo Owens
Corning's and the Banks' arms-length negotiation and lending
arrangement, especially when to do so punishes the very parties
that conferred the prepetition benefit of $2 billion in
unsecured loans.  To overturn this bargain, set in place by
Owens Corning's own pre-loan choices of organizational form,
would cause chaos in the marketplace, "as it would make this
case the Banquo's ghost of bankruptcy," Judge Ambro says,
writing for the three-judge panel.  The Third Circuit finds
there is no meaningful evidence supporting substantive
consolidation in Owens Corning's chapter 11 cases, and will
not let Owens Corning use the substantive consolidation tactic
as a sword in its reorganization.

A full-text copy of the Third Circuit's 51-page opinion,
released this morning, is available at no charge at:

     http://www.ca3.uscourts.gov/opinarch/044080p.pdf

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.


PLYMOUTH RUBBER: Delphi Corp. Wants Setoff Rights Protected
-----------------------------------------------------------
Plymouth Rubber Company, Inc., manufactures plastic and rubber
products, including automotive, electrical and industrial tapes.
Delphi Corporation is Plymouth's largest customer, purchasing
tapes for use in automotive wire harnesses.  Delphi owed the
Debtor approximately $1,710,821 when Plymouth filed for chapter 11
protection.  That payment is due and owing on August 2, 2005.

Currently, Delphi has not filed a prepetition claim against
Plymouth.  The Debtor believes Delphi might do so in the event
that their business contracts are rejected.

With respect to their prepetition contracts, the Debtor says it
intends to assume the agreements but has yet to consult with its
creditors.

Delphi asserts that making the payment now might cause it to lose
or otherwise impair its setoff rights with respect to its
potential claim against Plymouth.  Based on this concern, Delphi
is withholding the payment.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, for an order
approving a stipulation with Delphi Corporation that will allow
Plymouth to receive the payment and adequately protect Delphi's
prepetition setoff rights.

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.


PROVIDIAN MASTER: Fitch Places BB Rating on $85.1 Million Notes
---------------------------------------------------------------
The first issuance from the Providian Master Note Trust, the
ProvidianSeries $643.6 million class 2005-A1 floating-rate notes,
are rated 'AAA' by Fitch Ratings.

In addition, Fitch rates the corresponding notes:

     -- $90.4 million class 2005-M1 'AA';
     -- $87.8 million class 2005-B1 'A';
     -- $93.1 million class 2005-C1 'BBB';
     -- $85.1 million class 2005-D1 'BB'.

The $63.838 million class E notes were not rated.  The class E
notes are unoffered and will be retained by Providian.  class A
and M noteholders will receive monthly interest payments of 1-
month LIBOR (1mL) + 0.06% and 1mL+0.17% per annum, respectively,
and class B and C noteholders will receive monthly interest
payments of 1mL+0.30% and 1mL+0.55% per annum respectively.  The
coupon on the class D notes is 1mL+1.72%; the class E notes have a
0% coupon.  All noteholders will receive monthly interest payments
paid on the 15th business day of each month or the next business
day, commencing Sept. 15, 2005.

The ratings reflect the credit quality of the collateral
certificate, which is based on the quality of the receivables that
make up Providian Gateway Master Trust, available credit
enhancement, the servicing expertise of Providian National Bank,
and the transaction's legal and financial structures.

Credit enhancement for the 'AAA' rated class A notes is provided
through subordination of classes M, B, C, D, and E totaling
39.50%.  The 'AA' rated class M notes draw on the 31.0%
subordination of classes B, C, D, and E notes as credit
enhancement.  The 'A' rated class B notes receive credit
enhancement from 22.75% of classes C, D, and E notes.  Class C
notes are enhanced by 14.0% of subordinate class D and E notes;
class D notes are enhanced by 6.00% of subordinate class E notes.
Additionally, a spread account has been established for the
benefit of all classes.

The ratings address the likelihood of investors receiving timely
interest payments in accordance with the terms of the underlying
documents and full repayment of principal by the Nov. 15, 2011
legal final termination date.  They do not address the likelihood
of principal repayment by the expected note payment date of July
15, 2008 for classes A, M, B, C, and D notes.


PUBLICARD INC: June 30 Balance Sheet Upside-Down by $6.3 Million
----------------------------------------------------------------
PubliCARD, Inc. (OTCBB:CARD) reported its financial results for
the three and six months ended June 30, 2005.

Revenues for the second quarter of 2005 decreased to $909,000,
compared to $1,028,000 in 2004.  Foreign currency changes had the
effect of increasing revenues by 2%.  Excluding the impact of
foreign currency changes, revenues in 2005 decreased by 13% driven
by a decline in direct sales to customers located in the United
Kingdom as well as a decline in shipments to non-U.S. distribution
partners.  The Company reported a net loss for the quarter ended
June 30, 2005 of $453,000, compared with a net loss of $783,000 a
year ago.  As of June 30, 2005, cash and short-term investments
totaled $1,173,000.

For the six months ended June 30, 2005, sales were $1,660,000
compared to $1,856,000 a year ago.  Foreign currency changes had
the effect of increasing revenues by 2%.  Excluding the impact of
foreign currency changes, revenues in 2005 decreased by 13%.  The
decline was also driven by weaker performance in direct sales and
shipments to non-U.S. distribution partners.  The Company reported
a net loss of $1,172,000, or $.05 per share for the six months
ended June 30, 2005 compared to a net loss of $1,286,000, or $.05
per share, in 2004.  The 2004 results include a gain of $477,000
relating to an agreement to assign to a third party certain
insurance claims against a group of historic insurers.  The claims
involved several historic general liability policies of insurance
issued to the Company.

                         Liquidity

The Company has incurred operating losses, a substantial decline
in working capital and negative cash flow from operations for a
number of years.  The Company has also experienced a substantial
reduction in its cash and short-term investments, which declined
from $17 million at Dec. 31, 2000, to $1.2 million at June 30,
2005.

At June 30, 2005, PubliCard's balance sheet showed a $6,304,000
stockholders' deficit, compared to a $5,159,000 deficit at
Dec. 31, 2004.

The Company sponsored a defined benefit pension plan that was
frozen in 1993.  In January 2003, the Company filed a notice with
the Pension Benefit Guaranty Corporation seeking a "distress
termination" of the Plan.  In September 2004, the PBGC proceeded
to terminate the Plan and was appointed as the Plan's trustee.
As a result of the Plan termination, the Company's 2003 and 2004
funding requirements due to the Plan amounting to $3.4 million
through Sept. 15, 2004 were eliminated.  As such, management
believes that existing cash and short-term investments may be
sufficient to meet the Company's operating and capital
requirements at the currently anticipated levels through Dec. 31,
2005.  However, additional capital will be necessary in order to
operate beyond December 31, 2005 and to fund the current business
plan and other obligations.

                     Going Concern Doubt

While the Company is considering various funding alternatives, the
Company has not secured or entered into any arrangements to obtain
additional funds.  There can be no assurance that the Company will
be able to obtain additional funding on acceptable terms or at
all.  If the Company cannot raise additional capital to continue
its present level of operations it is not likely to be able to
meet its obligations, take advantage of future acquisition
opportunities or further develop or enhance its product offering,
any of which would have a material adverse effect on its business
and results of operations and is likely to lead the Company to
seek bankruptcy protection.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

The independent auditors' reports on the Company's Consolidated
Financial Statements for the years ended Dec. 31, 2004, 2003 and
2002 contained emphasis paragraphs concerning substantial doubt
about the Company's ability to continue as a going concern.

Headquartered in New York, NY, PubliCARD --
http://www.publicard.com/-- through its Infineer Ltd. subsidiary,
designs smart card solutions for educational and corporate sites.
The Company's future plans revolve around a potential acquisition
strategy that would focus on businesses in areas outside the high
technology sector while continuing to support the expansion of the
Infineer business. However, the Company will not be able to
implement such plans unless it is successful in obtaining
additional funding, as to which no assurance can be given.


QWEST COMMS: Resumes Talks with Workers Union After Pact Expired
----------------------------------------------------------------
Qwest Communications International Inc. and The Communications
Workers of America, the union representing 25,000 Qwest workers,
resumed talks on the evening of Aug. 14 after their old contract
expired without a new agreement, Reuters reports.

CWA reported that 91% of Qwest members voted in favor of strike
authorization in balloting conducted by CWA local unions.  For a
strike to take place, the next step would be for CWA's executive
board to authorize President Morton Bahr to set a strike date.
But the union later told its members enough progress had been made
to resume negotiations.

Talks halted early Sunday after a 20-hour bargaining session.

On Aug. 5, 2005, at the bargaining table, the CWA bargaining team
delivered petitions from more than 10,000 active and retired
workers calling on the company to maintain health care benefits.

It was the first full contract bargaining session since 1998.  Two
contract extensions were approved by CWA members in 2001 and 2003
as an investment in the company's future in the wake of Qwest's
serious financial difficulties caused by the previous management
team headed by Joseph Nacchio.  Mr. Nacchio and other executives
have been charged with fraud and illegal business practices by the
Securities and Exchange Commission; the current management team
took over in July 2002.

                            About CWA

The Communications Workers of America represents Qwest workers in
13 states: Arizona, Colorado, Iowa, Idaho, Minnesota, Nebraska,
New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington
and Wyoming.

                   About Qwest Communications

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of high-speed
Internet, data, video and voice services. With approximately
40,000 employees, Qwest is committed to the "Spirit of Service"
and providing world-class services that exceed customers'
expectations for quality, value and reliability.

At June 30, 2005, Qwest Communications' balance sheet showed a
$2,663,000 stockholders' deficit, compared to a $2,612,000 deficit
at Dec. 31, 2004.


REDDY ICE: 99.9% of Noteholders Tender 8-7/8% Sr. Sub. Notes
------------------------------------------------------------
Reddy Ice Group, Inc., a wholly owned subsidiary of Reddy Ice
Holdings, Inc. (NYSE: FRZ), completed its previously announced
tender offer and consent solicitation for its outstanding 8-7/8%
senior subordinated notes due 2011.  The offer expired at 5:00
p.m., New York City time, on Aug. 12, 2005.  Reddy Ice has
accepted for payment all Notes validly tendered on or prior to the
Expiration Date.

As of the Expiration Date, tenders and consents had been received
with respect to $151,974,000, or more than 99.9%, of the
outstanding principal amount of the Notes.  The consent condition
has been satisfied with respect to the Notes.  Reddy Ice also
disclosed that all conditions, including having available funds
sufficient to pay the aggregate Total Consideration from the
proceeds of a new senior credit facility and from an offering of
equity by Reddy Ice Holdings, Inc., in connection with the initial
public offering of its common stock have been satisfied.

Reddy Ice has accepted for payment all Notes validly tendered on
or prior to the Expiration Date and, assuming a Payment Date of
Aug. 15, 2005, the first business day after the Expiration Date,
the Total Consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date is $1,113.63.  In addition, each tendering holder of Notes
will be paid accrued and unpaid interest from the last interest
payment date up to, but not including, the Payment Date.  The
Total Consideration was determined based on the formula set forth
in the Offer to Purchase with a Price Determination Date of
April 13, 2005.  The Total Consideration may be higher or lower,
based on this formula, depending on the actual Payment Date.

The Notes were tendered pursuant to Reddy Ice's Offer to Purchase
and Consent Solicitation Statement dated March 22, 2005, as
amended by the Supplement and Amendment to the Offer to Purchase
and Consent Solicitation Statement, dated April 5, 2005, which
more fully sets forth the terms and conditions of the cash tender
offer to purchase any and all of the outstanding principal amount
of the Notes as well as the consent solicitation to eliminate
substantially all of the restrictive covenants and certain events
of default contained in the Indenture.

Credit Suisse First Boston LLC is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to Credit Suisse First Boston LLC, Liability
Management Group, at (800) 820-1653 (US toll-free) and (212) 538-
0652 (collect).  Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
the Information Agent for the tender offer and consent
solicitation, Morrow & Co., Inc., at (800) 654-2468 (US toll-free)
and (212) 754-8000 (collect).

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States.  Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                         *     *     *

Reddy Ice Group's 8-7/8% senior subordinated notes due Aug. 11,
2011, carry Moody's B3 rating and Standard & Poor's B- rating.


REVLON CONSUMER: Selling $75MM Senior Notes in Private Placement
----------------------------------------------------------------
Revlon, Inc.'s (NYSE: REV) wholly owned subsidiary, Revlon
Consumer Products Corporation, intends to privately place
approximately $75 million in aggregate principal amount of senior
notes due 2011.  RCPC currently intends the issuance of the notes
to be a reopening of and or the same terms as the 9-1/2% senior
notes due 2011 issued by RCPC under an indenture dated as of
March 16, 2005.  If the issuance of the notes is not a reopening,
the notes are expected to be issued under a new indenture
containing substantially the same terms as the March 16, 2005
indenture.

The net proceeds from the private placement are expected to be
used:

   (1) to help fund the Company's previously announced strategic
       growth initiatives and for general corporate purposes, and

   (2) to pay fees and expenses incurred in connection with the
       private placement.

The notes will be sold only to qualified institutional buyers in
reliance on Rule 144A, and outside the United States in compliance
with Regulation S under the Securities Act of 1933, as amended.
The proposed issuance of the new RCPC notes will not be registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

The private placement is expected to be consummated within the
month, subject to market and other customary conditions.  There
can be no assurances that the private placement will be
consummated.

Revlon Consumer Products Corporation is a wholly owned subsidiary
of Revlon, Inc., a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to become
the world's most dynamic leader in global beauty and skin care.
Websites featuring current product and promotional information can
be reached at http://www.revlon.com/and http://www.almay.com/
Corporate 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 reported in the Troubled Company Reporter on March 10, 2005,
Moody's Investors Service assigned a Caa2 rating to the proposed
$205 million senior notes offering by Revlon Consumer Products
Corporation.  In addition, Moody's affirmed Revlon's existing
ratings and its negative rating outlook.

The affirmation and assignment of long-term ratings reflect the
company's continued operational and financial progress, including
the prospective improvement in Revlon Consumer's near-term
liquidity profile as proceeds from the notes are used to refinance
bonds maturing as early as February 2006.  However, the
continuation of a SGL-4 speculative grade liquidity rating and a
negative long-term rating outlook reflect the company's ongoing
negative free cash flow profile and ongoing liquidity concerns
beyond the near term.

The ratings affected by this action are:

   * New $205 million senior notes due 2011, assigned at Caa2;

   * Senior implied rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $800 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $116 million 8.125% senior notes due 2006, affirmed at Caa2;

   * $76 million 9% senior notes due 2006, affirmed at Caa2;

   * $327 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, affirmed at SGL-4;

   * Senior unsecured issuer rating, affirmed at Caa2.

At the same time, Standard & Poor's Ratings Services affirmed its
ratings on Manhattan-based cosmetics manufacturer Revlon Consumer
Products Corp., including its 'B-' corporate credit rating.

At the same time, Standard & Poor's assigned a 'CCC' senior
unsecured debt rating to Revlon's planned $205 million senior
unsecured note offering due 2011.  S&P says the outlook is
negative.


RUFUS INC: Wants to Assume Management Agreement With Hunte Corp.
----------------------------------------------------------------
Rufus, Inc., asks the Honorable Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware for permission to
assume a management services agreement with the Hunte Corporation.

Hunte Corporation owns and operates two retail outlets in
southwest Missouri supplying animals to pet stores throughout the
United States and abroad.  Hunte is also the Debtor's:

   * exclusive supplier of dogs since 2000;
   * shareholder holding approximately 8% of Preferred B shares;
   * largest unsecured creditor; and
   * potential purchaser of the business.

The Debtor wants Hunte to continue providing the same managerial
support services it has been providing before the start of the
bankruptcy case.  Hunte Corporation will continue to:

   (a) receive, review, process, and pay accounts payable on
       behalf of the Debtor;

   (b) receive, review, process, and pay customer care and
       warranty claims, if applicable;

   (c) receive, process, and fulfill purchase orders and other
       sales requests;

   (d) process payroll, administer employee benefit plans, and
       perform other human resource services;

   (e) negotiate contracts, leases, releases, assignments and any
       other agreements, in behalf of the Debtor, as appropriate,
       and any amendments for the purchase, lease, license or use
       of properties and rights as may be necessary or reasonably
       desirable in connection with the reorganization, ownership,
       operation or maintenance of the stores;

   (f) evaluate new equipment, materials and purchase of live
       animal inventory and make recommendations in accordance
       with its evaluations;

   (g) purchase and install software to upgrade the accounting
       systems of the Debtor, if required;

   (h) supervise the:

       (1) purchase of property, real, personal or mixed and all
           materials and supplies, to operate the stores, if
           necessary; and

       (2) the sale, lease, trade, exchange or other disposal of
           the Debtor's assets in the ordinary course of business,
           provided that for each sale, lease, trade, exchange or
           other disposal event, the manager will be required to
           report and account for each asset sold, leased, traded,
           exchanged or otherwise disposed of, including the value
           and the purchase price or other revenue received, and
           to the extent the proceeds of the purchase price
           exceeds the sum of all costs and expenses of the
           manager, the manager will remit the excess amount to
           the Debtor's account;

   (i) formulate and supervise all advertising, marketing and
       sales programs;

   (j) supervise sales training and merchandising;

   (k) supervise performance of all aspects of the daily operation
       and maintenance of the stores, including the employment,
       training, instruction and supervision of all personnel
       necessary to conduct daily operations of the stores;

   (l) supervise the maintenance of all accounting, bookkeeping,
       billing, collections and other financial records relating
       to the stores;

   (m) prepare and file all necessary applications, filings,
       reports, statements and other documents as required in
       connection with the ownership and operation of the stores
       with governmental and regulatory agencies and pay any costs
       and expenses; provided that the manager will provide to the
       Debtor a copy of all applications, filings, reports,
       statements or other documents before those documents are
       filed or submitted;

   (n) ensure that the live animal inventory of the stores is
       appropriately cared for and treated in a humane manner;

   (o) cause the stores to comply in all material respects with
       the requirements of the statutes, ordinances, laws, rules,
       regulations, applicable to, or order of any governmental or
       regulatory body having jurisdiction over the stores; and

   (p) take any other action in connection with the ownership,
       operation, and maintenance of the stores that is
       commercially reasonable, appropriate and necessary in order
       to manage and operate the stores.

The Debtor's Board of Directors will continue to direct operations
and will supervise Hunte's actions.

Hunte Corporation has agreed to perform the management services
without payment of fees.  The Debtor's sole financial obligation
under the Agreement will be to reimburse Hunte for reasonable
out-of-pocket expenses incurred in connection with its duties.

To monitor Hunte's reimbursement requests, Hunte and the Debtor
have agreed that Hunte will submit a monthly report of those
expenses to:

   -- the Debtor;
   -- the United States Trustee; and
   -- Counsel to the Official Committee of Unsecured Creditors.

Hunte wants the expenses incurred be treated as administrative
expense in the Debtor's bankruptcy case.

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.


SALON MEDIA: Reports $100,000 Loss in First Fiscal Quarter
----------------------------------------------------------
Salon Media Group, Inc. (SALN.OB) reported a $100,000 net loss
attributable to common stockholders for its first quarter ended
June 30, 2005, compared to a net loss attributable to common
stockholders of $1.2 million for its first quarter the year
before.

Total revenues for the quarter ended June 30, 2005 were
$1.6 million, a decrease of 6% from $1.7 million a year ago, with
advertising revenues decreasing to $0.9 million from $1.0 million
a year ago.  The decline in advertising revenues is attributed to
the departure of the VP of Advertising Sales for an extended
medical leave, and the corresponding short-term reduction in staff
to sell advertising on the Salon website.

On a non-GAAP pro forma basis, excluding non-cash and non-
recurring charges, Salon recorded a near-breakeven three thousand
dollar loss attributable to common stockholders for the quarter
compared to a profit of $0.2 million in the prior year period.

"Overall, we were disappointed in our first quarter fiscal year
2006 results," stated Elizabeth Hambrecht, Salon's CEO and
President.  "Although we managed a breakeven quarter, we failed to
capitalize on the robust Internet advertising market, primarily
due to the temporary departure of a key salesperson.  We have
recently added two salespeople to the team to fill a short-term
gap and build the team long-term," she continued.

A reconciliation of net profit calculated in accordance with
generally accepted accounting principles in the United States of
America (GAAP) and pro forma net income (loss) is provided
immediately following the consolidated statements of operations.
These pro forma measures are not in accordance with, or an
alternative for, GAAP and may be different from pro forma measures
used by other companies.  Salon believes that the presentation of
pro forma results provides useful information to management and
investors regarding underlying trends in its consolidated
financial condition and results of operations.  Readers of
Salon's consolidated financial statements are advised to review
and carefully consider the financial information prepared in
accordance with GAAP contained in this press release and Salon's
periodic filings with the Securities and Exchange Commission.

                     Future Periods Guidance

Salon does not believe that the quarter ending June 30, 2005 GAAP
and non-GAAP financial results should be considered predictive of
future quarter or year results.

Salon forecasts that it will report a net loss for its quarter
ending September 30, 2005, and cannot accurately predict its
results for future quarters.  Due to seasonality, Salon estimates
that total revenues for its quarter ending September 30, 2005,
will be $1.4 - $1.6 million, with advertising sales comprising
$0.7 to  $0.9 million of the total.  Currently, Salon has
$0.7 million of firm commitments to serve advertisements during
the quarter ending September 30, 2005.  Salon cannot predict total
revenues after September 30, 2005 owing to the relatively short
time frame in which advertising orders are secured and when they
run on our Website and the lack of significant long-term
advertising orders.

Salon anticipates that overall Salon Premium revenues will be
approximately $0.5 million for the quarter ending September 30,
2005, approximately the same as the June quarter despite a decline
in membership.  Salon has experienced a drop in overall
membership, which has declined from approximately 84,500 at
March 31, 2005, to approximately 80,600 at June 30, 2005,
primarily a result of greater emphasis being placed on serving
advertising units, rather than marketing the Premium membership
service.

Founded in 1995, Salon is an Internet publishing company.  Salon's
award-winning journalism combines original investigative stories
and provocative personal essays along with quick-take commentary
and staff-written Weblogs about politics, technology, culture and
entertainment.  Committed to interactivity, the Website also hosts
two online communities, Table Talk and The Well, a user blogging
program and recently added two popular features, the daily music
download column Audiofile, and the Daou Report, an opinionated
guide to the blogosphere.

As reported in the Troubled Company Reporter on July 27, 2005,
Burr, Pilger & Mayer LLP, expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the year ended
March 31, 2005.  The firm points to the Company's losses from
operations and working capital deficit.  The Company previously
received a going concern opinion in its 2004 financial statements
from PricewaterhouseCoopers LLP.

Salon's June 30, 2004, balance sheet shows $6.6 million in assets
and $5.7 million in liabilities.  Salon has incurred losses and
negative cash flows from operations since inception and has an
accumulated deficit at June 30, 2004, of more than $92 million.


SENECA GAMING: Posts $17.9 Million Net Loss in Third Quarter
------------------------------------------------------------
Seneca Gaming Corporation reported its third quarter financial
results for the three months ended June 30, 2005.

                     Consolidated Results

For the third quarter 2005 and 2004, total consolidated net
revenues were $115.1 million and $94.5 million, respectively, or a
22% increase.  This overall increase was primarily due to a
$20.2 million increase in net gaming revenues, from $88.8 million
for the Third Quarter 2004 to $109.0 million for the third quarter
2005, or a 23% increase.  SGC's consolidated earnings before
interest, taxes, depreciation and amortization (EBITDA) was $46.8
million for the Third Quarter 2005 compared to $33.8 million for
the Third Quarter 2004, or a 38% increase.  The primary reason for
the increases in consolidated net revenues and consolidated EBITDA
was due to the additional 30 days of operation of the Seneca
Allegany Casino compared to the prior comparative period.

SGC reported a net loss of $17.9 million for the third quarter
2005 against net income of $18.8 million in the third quarter
2004.  The net loss for Third Quarter 2005 includes a non-
recurring charge of $49.2 million, included as Interest Expense in
the accompanying Condensed Consolidated Statements of Income.

The overall revenue increase at the Seneca Niagara Casino is
primarily attributable to an increase in net slot revenue from
$62.7 million in the Third Quartet 2004 compared to $65.3 million
in the Third Quarter 2005, or an increase of 4%.  This increase
was partially offset by a $0.6 million or 5% decrease in table
games revenue during the comparative periods.  The amount of money
wagered, or dropped, at the Seneca Niagara Casino table games
during the comparative periods declined from $78.0 million to
$74.3 million with a consistent hold percentage for both periods.
In early June 2005, the number of table games was reduced from 97
to 79. During this time the existing slot floor was reconfigured,
we believe making it more inviting and comfortable for slot
patrons.

"I am pleased with the operating results of both our properties in
the third quarter," John Pasqualoni, President and Chief Executive
Officer of SGC, said.  "Seneca Niagara Casino showed substantial
improvement for the three months ended June 30, 2005, increasing
EBITDA by 8% over the comparative period.  Seneca Allegany Casino
continues its excellent performance, generating EBITDA of $14.2
million in the third quarter.  Although our net income was
negatively impacted by the $49.2 million charge against earnings
as a result of the early termination of the Freemantle Term Loan,
I believe this termination and the elimination of senior secured
indebtedness provides SGC with increased financing flexibility, as
evidenced by our issuance of $200 million of 7-1/4% senior notes,
and improves operating capabilities by eliminating certain
restrictive covenants.  We are better prepared for the future
growth of our existing properties, as well as potential
opportunities for our third casino in Erie County."

                        Senior Notes

On May 23, 2005, SGC issued an additional $200 million in 7-1/4%
senior notes due 2012.  Gross proceeds from the senior notes
approximated $193.0 million, and the effective interest rate,
taking into account the original issue discount, approximates 8%.
The 2005 senior notes are treated as a single class with the
$300 million 7-1/4% senior notes due 2012, issued in May 2004, and
are identical to the 2004 senior notes except for certain tax
attributes and, prior to November 1, 2005 the amount of interest
accrued thereon.  These notes are currently guaranteed by SNFGC,
STGC and Seneca Erie Gaming Corporation.

A portion of the proceeds of the 2005 senior notes were used to
prepay the outstanding principal amount of $80 million under the
Freemantle Term Loan, along with a negotiated settlement of the
interest payable on the Term Loan, as if the Term Loan had been
paid 8-1/2 months prior to its November 22, 2007 stated maturity,
which approximated $46.7 million.  The remainder will be used to
continue to fund certain costs associated with the expansion of
our operations, to pay fees and expenses associated with the
offering of senior notes (including the expected registration of
the senior notes in connection with an exchange offer), and for
general corporate purposes.

                     Freemantle Term Loan

In May 2005, SNFGC, the Nation and Freemantle Limited terminated
the Term Loan Agreement, dated as of November 22, 2002, between
SNFGC, as Borrower, and Freemantle Limited, as Lender, as amended
on Dec. 6, 2002, allowing SNFGC to pay in full the Term Loan at a
negotiated amount as described above.  As a result of the
termination and payment in full, the Company recorded a non-
recurring charge of $49.2 million included as Interest Expense in
the accompanying Condensed Consolidated Statements of Income.

As of June 30, 2005, the Company had cash and cash equivalents of
$140.2 million and short-term investments of $120.9 million.

"During the third quarter of fiscal 2005, substantial progress was
made on the construction of Seneca Niagara Casino's luxury hotel,
and the Seneca Allegany Casino's garage was opened to the public
for use on July 1, 2005," Barry E. Snyder, Sr., President of the
Nation and Chairman of the SGC Board of Directors, said.  "We have
invested $124.2 million in capital expenditures, including
$76 million for Seneca Niagara Casino's luxury hotel and
$29.2 million for Seneca Allegany Casino's garage and resort
hotel.  These investments clearly demonstrate the Nation's
commitment to develop its properties and to be the premier gaming
operations in the Western New York region.  In May 2005, SGC
issued an additional $200 million of 7-1/4% senior notes in a
difficult financial market.  The completed offering, I believe,
demonstrates the confidence the public bond investors have in our
operations and growth potential."

Seneca Gaming Corporation is a wholly owned, tribally chartered
corporation of the Seneca Nation of Indians that operates all of
the Nation's Class III gaming operations in Western New York.
SGC, through its wholly owned subsidiaries, Seneca Niagara Falls
Gaming Corporation and Seneca Territory Gaming Corporation,
operates two casinos in Niagara Falls, New York and Salamanca, New
York, respectively.

SGC was chartered by the Nation in August 2002 and opened the
Seneca Niagara Casino and Seneca Allegany Casino on December 31,
2002 and May 1, 2004, respectively.  Since the Seneca Allegany
Casino was open for only two months during the three and nine
months ended June 30, 2004, the comparisons discussed below
between the Third Quarter 2005 and the three months ended June 30,
2004 (Third Quarter 2004), and comparisons between the nine months
ended June 30, 2005 and the nine months ended June 30, 2004, are
less meaningful in some respects.

                        *     *     *

As reported in the Troubled Company Reporter on May 18, 2005,
Moody's Investors Service confirmed Seneca Gaming Corporation's:

   * Ba3 senior implied rating,
   * B2 long-term issuer rating, and
   * SGL-2 speculative grade liquidity rating.

The confirmation concludes the review that began April 7, 2005.
At the same time, Moody's raised the rating on SGC's outstanding
$300 million 7-1/4% senior note due 2012 to B1 from B2 (which had
been on review for downgrade), and assigned a new B1 rating to the
company's $200 million 7-1/4% senior note add-on.  The ratings
outlook is stable.


SIGNATURE POINTE: Wants Access to HUD's Cash Collateral
-------------------------------------------------------
Signature Pointe Investors, L.P., asks the U.S. Bankruptcy Court
for the Western District of Texas, Austin Division, for authority
to access cash collateral securing its indebtedness to the U.S.
Department of Housing and Urban Development.

The U.S. Department of Housing and Urban Development holds a Note
for an undisclosed amount secured by a Deed of Trust against the
Debtor's 284-unit residential apartment complex and recreational
facilities located in Austin, Texas.

The Debtor tells the Court it needs access to cash collateral to
meet payroll, taxes, maintenance, advertisement and insurance.  In
addition, the Debtor is responsible for its tenants' utility
services.  Without access to the encumbered cash, the Debtor says
that these vital services will be interrupted.

The Debtor proposes to use the cash collateral in accordance with
a monthly budget through December 2005, projecting:

          August     September    October    November    December
          ------     ---------    -------    --------    --------
Projected
Revenue   $170,000   $171,000    $172,000    $173,000    $174,000

Projected
Expenses  $122,000   $127,000    $166,000    $113,000    $114,000

Signature Pointe assures the Court that HUD's collateral is
adequately protected and the value of its interest will be
preserved by the Debtor's use of the cash collateral to continue
its operations.  In addition, the Debtor will continue to remit to
HUD $30,000 per month to be escrowed for payment of property
taxes.

Headquartered in Los Angeles, California, Signature Pointe
Investors, L.P., operates a 284-unit apartment complex in Austin,
Texas.  The Debtor filed for chapter 11 protection on July 1, 2005
(Bankr. W.D. Tex. Case No. 05-13819).  Patrick J. Neligan, Jr.,
Esq., at Neligan Andrews Bryson Foley LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated $10 million to $50 million in
assets and debts.


SIGNATURE POINTE: Taps Neligan Tarpley as Bankruptcy Counsel
------------------------------------------------------------
Signature Pointe Investors, L.P., asks the U.S. Bankruptcy Court
for the Western District of Texas, Austin Division, for permission
to employ Neligan Tarpley Andrews & Foley LLP as its counsel
during its restructuring.

Neligan Tarpley is expected to:

   a) advise the Debtor of its rights, powers, and duties as
      debtor-in-possession;

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      the Debtor's behalf, the defense of actions commenced
      against the Debtor, the negotiation of disputes in which
      the Debtor is involved and the preparation of objections to
      claims filed against the estate;

   c) prepare on behalf of the Debtor, all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the estate;

   d) propose on behalf of the Debtor a plan of reorganization,
      related disclosure statement, and any revisions,
      amendments, relating to the foregoing documents, and all
      related materials; and

   e) perform all other necessary legal services in connection
      with the Debtor's chapter 11 case and any other bankruptcy
      related representation that the Debtor requires.

The Debtor discloses it paid Neligan Tarpley a $230,327 retainer.
Neligan Tarpley's professionals who will represent the Debtor and
their current hourly billing rates are:

   Professional                Designation           Rate
   ------------                -----------           ----
   Patrick J. Neligan, Jr.       Partner             $475
   Cynthia Williams Cole         Associate           $200
   Carolyn Perkins            Legal Assistant        $115

To the best of the Debtor's knowledge, Neligan Tarpley is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Los Angeles, California, Signature Pointe
Investors, L.P., operates a 284-unit apartment complex in Austin,
Texas.  The Debtor filed for chpater 11 protection on July 1, 2005
(Bankr. W.D. Tex. Case No. 05-13819).  When the Debtor filed for
protection from its creditors, it estimated $10 million to $50
million in assets and debts.


SIMTEK CORPORATION: Posts $2.9 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Simtek Corporation (OTC Bulletin Board: SRAM) reported its
financial results for the second quarter ended June 30, 2005.

Revenue for the second quarter of 2005 was $2.2 million compared
to $3.7 million in the second quarter of 2004, and $3.0 million in
the first quarter of 2005.  Net loss for the second quarter of
2005 was $2.9 million.  The net loss in the current quarter
compares with a net loss of $800,000 in the second quarter of
2004, and with a net loss of $900,000 in the first quarter of
2005.

                         Q-Dot Sale

Simtek said that it intends to raise working capital by selling
its Q-Dot subsidiary.  In accordance with FAS 144 Q-Dot will be
treated as an asset held for sale in the financial reporting for
this fiscal period and year.

In the quarter the company included a $49,000 expense to Cypress
Semiconductor as part of the company's process development
agreement.  In addition, the company recorded charges totaling
$1.5 million in connection with significant design and process
revisions of the company's 0.25 micron product family and costs
associated with the management restructuring announced in May.

Excluding the effect of the $1.5 million charges and the expenses
related to the Cypress Semiconductor development, adjusted-GAAP
net loss for the second quarter of 2005 was $1.4 million, compared
with adjusted-GAAP net loss of $.8 million, in the second quarter
of 2004, and with adjusted-GAAP net losses of $.9 million, in the
first quarter of 2005.  There was no difference between GAAP and
adjusted-GAAP net income/loss in the first quarter of 2005 or in
the second quarter of 2004.

The book to bill ratio for the quarter was 1.23 representing
strong orders for legacy and 0.25 micron devices in the company's
traditional RAID controller market as well as expansion of
adoption of products into more diverse market segments.

Harold A. Blomquist, president, chairman, and chief executive
officer, stated, "Simtek has embarked on a plan to raise working
capital through the sale of Q-Dot, and to significantly improve
operating efficiencies and cost of manufacturing through an
expansion of the relationship with Amkor (NASDAQ:AMKR),
outsourcing back end operation, and through improved management of
fab processes by both primary fab partners, Chartered
Semiconductor (NASDAQ:CHRT) and DongbuAnam Semiconductor.  Early
test results show yields on the new 0.25 micron products are now
at levels that make this a very cost effective product.  Yields on
legacy products have stabilized and are significantly improved in
Chartered's Fab 2.  We expect to see improvement in the gross
margins from these products in the third and fourth quarters."

"First time production orders were received in the quarter from
two of the world's leading RAID controller companies, building on
the long-time relationships with these customers in the past.
Initial revenue from these orders will be realized in the third
and fourth quarters.  New orders for 1 megabit products booked in
June were more than $200,000, representing an increase of more
than 175% over any single month so far this year," Blomquist went
on to say.

Thomas Surrette, managing director of the non-volatile memory
business at Cypress Semiconductor Corp. (NYSE:CY), and a director
of Simtek stated, "Cypress is excited about the early results
achieved with Simtek as a process development partner.  On July
1st, we jointly achieved the first of several major process and
product development milestones on the 0.13-micron Silicon-Oxide-
Nitride-Oxide-Silicon nonvolatile memory process targeted for 2006
production in our Minnesota fab.  We are also pleased with the
developing business relationship with Simtek and are confident
that by combining our strengths in the market, both Simtek and
Cypress can enjoy significantly improved business prospects."

                       Annual Meeting

Simtek anticipates holding its 2005 Annual Shareholder's Meeting
on Thursday, October 27th, 2005.  Further information will be
announced separately.

Simtek Corporation -- http://www.simtek.com/-- designs and
markets fast, re-programmable, nonvolatile semiconductor memory
products, for use in a variety of systems such as High Performance
Workstations, GPS Navigational Systems, Robotics, Copiers and
Printers, Broadcast Equipment and many others.  The company is
headquartered in Colorado Springs, Colorado, with international
sales and marketing channels.  Simtek is listed under the symbol
SRAM on the OTC Electronic Bulletin Board.

                         *     *     *

As reported in the Troubled Company Reporter on Jul. 07, 2005,
Simtek Corporation received a waiver from affiliates of
RENN Capital Group, Inc., extending until July 1, 2006, the
commencement date for principal payments on the $3 million
aggregate principal amount 7.5% convertible debentures issued by
Simtek in 2002.  The extension will provide the company with
additional near term operating capital.

The original terms of the debentures required the company to make
monthly principal payments of $30,000, beginning on June 28, 2005.
The company will still be required to make interest payments.
Under the terms of the waiver, monthly principal payments of
$40,000 will commence on July 1, 2006.  The final maturity date
remains as June 28, 2009.  As consideration for the extension,
Simtek has issued to RENN warrants to purchase 200,000 shares of
Simtek common stock at $0.50, a premium to the current market
price.

"We are pleased with the support provided by RENN Capital, and the
favorable terms of their offer to waive near term payments to
provide additional working capital," said Harold A. Blomquist,
Simtek's President and CEO.  "Allowing the company to postpone the
next twelve months of principal payments will provide $360,000 of
working capital to continue the ramp into volume production of our
flagship 0.25 micron (1 Megabit) product line, and will help us
fund initial product development of our next generation products
in collaboration with Cypress Semiconductor," Mr. Blomquist said.

"RENN Capital is pleased to offer our continuing financial support
to Simtek," said Robert Pearson, Sr. Vice President of RENN
Capital.  "We believe that the actions presently being undertaken
by the Company are moving Simtek in a very positive direction and
we are especially enthused by the partnership between Simtek and
Cypress Semiconductor.  We, at RENN Capital see that the
technology and product development roadmap enabled with this
partnership will provide Simtek with access to leading edge
manufacturing technology for years to come."


SOLUTIA INC: Has Until Nov. 11 to Make Lease-Related Decisions
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the period within which Solutia Inc. and its debtor-
affiliates can assume, assume and assign or reject unexpired
leases and executory contracts to November 11, 2005, without
prejudice to their right to seek further extensions.

The Debtors are parties to about 33 unexpired nonresidential
property leases to evaluate whether to assume or reject them.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue Nos. 43 & 44; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


TELEGLOBE COMMS: Has Until Nov. 25 to Object to Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Teleglobe Communications Corporation and its debtor-affiliates and
the Plan Administrator appointed under the confirmed First Amended
Joint Plan of Reorganization of the Reorganized Debtors, a further
extension, until Nov. 25, 2005, to object to proofs of claim filed
against the Debtors' estates.

The Court confirmed the Debtors' Amended Plan on Feb. 11, 2005,
and the Plan took effect on March 2, 2005.

The Reorganized Debtors and Plan Administrator explain that they
have been working diligently to review and reconcile approximately
1,000 claims filed against the Debtors' estates and they have made
significant progress to date.

The Reorganized Debtors gave the Court three reasons in support of
the extension:

   a) they have filed over 40 omnibus objections to claims and
      expect to file any remaining objections prior to the
      Nov. 25, 2005, extension deadline;

   b) the extension is necessary to allow them and the Plan
      Administrator more opportunity to finalize their analysis of
      all proofs of claims and interests filed against the
      estates;

   c) the extension was not sought for purposes of delay and it
      will not prejudice the claimants and other parties-in-
      interest.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation is a wholly owned indirect subsidiary of Teleglobe
Inc., a Canadian Corporation.  Teleglobe currently provides
services in more than 220 countries via a fully integrated network
of terrestrial, submarine and satellite capacity.  During the
calendar year 2001, the Teleglobe Companies generated consolidated
gross revenues of approximately $1.3 billion.  As of December 31,
2001, the Teleglobe Companies has approximately $7.5 billion in
assets and approximately 44.1 billion in liabilities on a
consolidated book basis.  The Debtors filed for chapter 11
protection on May 28, 2002 (Bankr. D. Del. Case No. 02-11518).
Cynthia L. Collins, Esq., and Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, PA, represent the Debtors in their
restructuring efforts.  The Court confirmed the Debtors' Amended
Chapter 11 Plan  on Feb. 11, 2005, and the Plan took effect on
March 2, 2005.


TIMES SQUARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Times Square Enterprises, LLC
        210 West 42nd Street
        New York, New York 10022

Bankruptcy Case No.: 05-16502

Chapter 11 Petition Date: August 15, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Boston Properties LP             Rent                   $250,000
599 Lexington Avenue
New York, NY 10022

Stareshefsky, Joseph             Loan                   $200,000
22 Scher Plaza
Passaic, NJ 07055

Capri Construction               Construction           $170,000
c/o John Capri
5 Pound Hollow Road
Glen Head, NY 11545

City of New York                 Sales Tax              $170,348
New York City Law Department
100 Church Street
New York, NY 10007

Sylvan, Rose                     Loan                   $150,000
44 Coconut Row
Palm Beach, FL 33480

Total Dollar Management Effort   Loan                   $150,000
c/o Arther Burhr
325 Lexington Avenue
New York, NY 10016

Lauster & Radu                                          $130,000
104 West 27 Street
New York, NY 10001

Binky Beer on Broadway LLC       Loan                   $100,000

Donno, Robert                    Loan                   $100,000

Feddis, Frank                    Loan                   $100,000

Advance Me                       Loan                    $94,715

Irving Haase & Co.               Construction            $92,237

Atlas Acon                       Electrical Work         $80,000

Total Dollar Insurance           Insurance               $79,873

Denton, Harold                                           $70,000

Center Street Systems Inc.       Construction            $70,000

City of New York                 Commercial Rent Tax     $57,223

Lappin, Dorothy                                          $50,000

Weiss, Leonard                   Loan                    $50,000

Wong, Ronald                     Loan                    $50,000


TITANIUM METALS: Board Okays Two-for-One Split of Common Stock
--------------------------------------------------------------
Titanium Metals Corporation's Board of Directors has approved a
two-for-one split of its common stock, $.01 par value per share.
The stock split will be effected in the form of a stock dividend.
The Record Date for the stock split has been set as the close of
business on Thursday, August 25, 2005.  Holders of record on the
Record Date will receive one additional share for each share held
on that date.  The additional shares will be distributed on
Tuesday, Sept. 6, 2005 by the Company's transfer agent American
Stock Transfer and Trust Company, and the shares are expected to
trade on a post-split basis on Wednesday, Sept. 7, 2005.

As a result of the stock split, the conversion rate of the
Company's 6-3/4 % Series A Preferred Stock will be changed to
three and one-third shares of common stock for each share of
Series A Preferred Stock, and the conversion rate of the of 6-5/8%
Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities (BUCS) issued by TIMET Capital Trust I will be changed
to 1.339 shares of common stock for each BUCS.

TIMET's board of directors has declared a quarterly dividend of
$0.84375 per share on its 6-3/4% Series A Preferred Stock, payable
on Sept. 15, 2005, to stockholders of record as of the close of
business on Sept. 1, 2005.

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a leading worldwide producer of
titanium metal products.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.


TRUMP HOTELS: Wants to Disallow 426 Claims
------------------------------------------
Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., found 61 claims that either have been filed after
the Bar Date, paid in full or otherwise satisfied in the ordinary
course of their businesses, or were never due to the claimant.

Among the largest of the Post Bar Date Claims are:

                                       Claim
    Claimant                           Number       Claim Amount
    --------                           ------       ------------
    Butts, Joan                          2093            $77,623
    Caesar's Atlantic City Casino        2177             50,000
    Campan, Ana                          2003             22,250
    Castle, Anthony                      2005             25,000
    Daimler, Chrysler Services           1985             83,098
    Ericson, Dennis                      2157            250,000
    Gary, City of                        2132          4,723,319
    Kent, Thadeus                        2131             38,196
    Pote, Helen                          2037             20,000
    Scopino, Mary Ellen                  2002             25,000
    Williams, Brenda                     2094             30,000
    Xerox Corporation                  2222-4             41,236

The Debtors ask the Court to disallow each of the Post Bar Date
Claims.

                        No Amount Due Claims

The Debtors further ask the U.S. Bankruptcy Court for the District
of New Jersey to disallow 189 claims that they believe no amount
is due and owing to the claimants.  According to Charles A.
Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney & Carpenter,
LLP, in Newark, New Jersey, the No Amount Due Claims have either
been paid in full or otherwise satisfied.

The No Amount Due Claims include:

                                       Claim
    Claimant                           Number       Claim Amount
    --------                           ------       ------------
    Bally Gaming, Inc.                  1435          $1,039,924
    Boeing Capital Corp.                1887           1,063,798
    Buffington Harbor                   1630           1,193,302
    Central Leasing Co. of NJ, LLC       283             773,496
    Dept. of Treasury                   2204           8,642,236
    First Insurance Funding             1124             383,340
    Hotel & Restaurant Employees        1498             231,360
    Marcus, Joyce & Raymond             2243           8,000,000
    Mercantile Bank                     1437           1,078,117
    Otis Elevator Co.                   1798             152,651
    Par-4, Inc.                         1884           2,348,372
    Smith, Jacqueline                   1286             125,000
    Vuong, Ben                          1330             606,492

The Debtors also ask Judge Wizmur to disallow 29 claims pursuant
to Section 502(b)(1) of the Bankruptcy Code.

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, asserts that none of those
claims provides any supporting evidence or documentation.  The
Debtors also found out that the claims were filed after the Bar
Date.

Among the largest No Support Claims are:

                                       Claim
    Claimant                           Number       Claim Amount
    --------                           ------       ------------
    Gionnotta, Michael                  2092          $5,000,000
    Golfieri, Amedio                    2052              90,000
    Gorman, Dolores                     1977             250,000
    Hulme, Joanne                       2078              25,000
    Martini, Maryanne                   2259             250,000
    Sameruk, Helen                      1955               2,000
    Semola, Lena                        2053              50,000

                        No Amount Due Claims

The Debtors deem it appropriate to eliminate 147 claims from
their claims register.  According to Mr. Stanziale:

    -- none of those claims provides any supporting documentation;
       and

    -- there is no amount due and owing by the Debtors on account
       of any of the claims.

Thus, the Debtors ask the Court to disallow the No Amount Due
Claims, including:

                                       Claim
    Claimant                           Number       Claim Amount
    --------                           ------       ------------
    Chimento, Luciano                    735          $4,000,000
    Cortes, Pablo Molino                1362           2,000,000
    Demarco, Angelo                     1554             500,000
    Enderly, Margaret                   1679             500,000
    Faicco, Donna                       1769             500,000
    Hackney, Joanne                      616           1,000,000
    Hirsch, Diane                        305           1,000,000
    Nistico, Antionette                  368           1,000,000
    Nolan, Vincent                      1752             500,000
    Penuela, Mary                       1609           1,000,000
    Scherr, Beatrice                     328         100,000,000
    Sepyashvily, Aron                   1626           1,000,000
    Skelly, Catherine                    719             500,000
    Steigelman, Louis                   1810           1,000,000
    Teamer, Ollie                       1233           1,000,000
    Trincanello, Karla                  1259           1,500,000
    Tubman, Margaret                     632             500,000
    Willingham, Michael                  207             500,000
    Willingham, Michael                  813             500,000

                             Responses

A. Mary Davis

Mary Davis asks the Court to overrule the Debtors' Objection to
her claim.

Robert J. Varga, Esq., in Munster, Indiana, relates that Ms.
Davis' claim arose from a personal injury action against the
Debtors.  The lawsuit was filed in Lake Superior Court, Lake
County, Indiana.  The amount of the claim could not be
reasonably ascertained as it may be ultimately decided by a jury.

At the time of the accident, the Debtors were insured by
Management Services USA.  Ms. Davis filed a timely notice of
claim and thus insists that her claim should be allowed.

B. Tammi Laster

Contrary to the Debtors' allegation of lack of adequate support
and documentation, Tammi Laster contends that all necessary
medical records were provided to the Debtors.

C. Jennie Walters

Alan J. Cohen, Esq., at McAllister, Hyberg, White & Cohen, at
Northfield, New Jersey, relates that claimant Jennie Walters was
injured in an accident at the Trump Plaza.  Fully responsive
notices and questionnaires relating to Ms. Walter's claim were
submitted to the Debtors.  An application for permission to
remove the stay of bankruptcy has also been submitted to the
Debtors.

Mr. Cohen argues that the Debtors' allegation that they are not
on notice of the nature and character of Ms. Walter's claim is
baseless.

D. Mary Huff

Mary Huff was injured in an incident at the Trump Plaza in March
2004.  Ms. Huff believes that the Debtors' grounds to have her
claim expunged are unclear.

Notices and questionnaires were submitted back to the Debtors in
accordance with the Plan, Ms. Huff says.  An application to lift
automatic stay was also submitted to the Court.

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).


UAL CORP: Court Authorizes 1997-1 EETC Senior Tranche Purchase
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
purchase the Senior Tranche of the 1997-1 EETC Transaction and pay
certain fees to JPMorgan Chase Bank.  The Debtors finalized a
financial commitment with JPMorgan by adding a third tranche to
the Club DIP Facility, secured by up to 14 of the 1997-1 EETC
aircraft.

The Debtors have already purchased the Junior Tranches of the
1997-1 EETC Transaction in preparation for the purchase of the
Senior Tranche, relates James H.M. Sprayregen, Esq., at Kirkland
& Ellis, in Chicago, Illinois.  The contractual documents render
the Debtors' purchase of the Senior Tranche a mechanical, non-
discretionary process that will occur on the date the Debtors
transfer the Purchase Price of $292,787,446.

Given that the aircraft are a primary source of security,
JPMorgan will not fund the Loan until the aircraft are free and
clear of all liens, and first priority liens in favor of JPMorgan
can be granted.  The Debtors do not have the authority to
instruct the 1997-1 EETC Trustee to release the current liens on
the aircraft until they own the Senior Tranche and become the
1997-1 EETC controlling party.

To avoid this "Catch-22," the Debtors will fund the Purchase with
their own funds, making them the owner of the Senior Tranche with
the authority to instruct the Trustee to release the liens on the
aircraft.  Once the liens are released, JPMorgan will fund the
Loan.  The Debtors have sufficient liquidity to temporarily fund
the Purchase, but to avoid the impact on cash reserves and
liquidity, the Debtors will need the Loan.

The Debtors will pay JPMorgan $1,458,333 in fees upon Court
approval.  Mr. Sprayregen acknowledges the unique mechanics of
the proposal, but assures the Court it is in the Debtors' best
interest.

                    Purchase Price Calculation

   12/02/02 Pool Balance                           $380,454,920

      Plus:
             Fees, Expenses and Costs                20,750,239
             Interest on Pool Balance                14,486,923
             Accrued Interest thru 08/12/05
             (LIBOR at 3.3375 + 22 bps for 71 days)   1,895,364
                                                   ------------
   Gross Pool Balance                               417,587,446

      Less:
             Debtors' Payments Thru 08/12/05       (124,800,000)
                                                   ------------
   Total Pool Balance Reduction                     292,787,446
                                                   ------------
   Total Purchase Price                            $292,787,446
                                                   ============

                       Wells Fargo Objects

Ann Acker, Esq., at Chapman and Cutler, in Chicago, Illinois,
representing Wells Fargo Bank, argues that the proposed
transaction violates Section 316(b) of the Trust Indenture Act,
which holds that the Senior Tranche has an absolute right to the
benefits in the 1997 EETC Trust Agreement.

According to Ms. Acker, the Debtors propose a purchase price
utilizing a below market interest rate that is less than their
prior public proposals for the Senior Tranche.  Under Section
316(b), the Debtors may not modify the Senior Tranche's right to
the full payment of interest and principal.  Contrarily, the
contemplated purchase price is less than the amount due on the
Senior Tranche.  The Debtors are attempting to deprive the Senior
Tranche of full satisfaction of interest and principal, in
violation of Section 316(b).

The request constitutes an impermissible plan of reorganization
for the Senior Tranche without their consent, alleges Ms. Acker.
The Debtors seek to satisfy the Senior Tranche without the
protection of a plan and disclosure statement.  Since the Senior
Tranche is oversecured, under Section 1126(g) of the Bankruptcy
Code, holders are entitled to retain the property that secures
their claims.  As a result, the Debtors are trying to define the
rights of the matured Senior Tranche in a vacuum.  Since a plan
that proposes to pay the Senior Tranche less than the full amount
could not be confirmed, the Court should not grant the request.

                          *     *     *

Judge Wedoff authorizes the Debtors to purchase the Senior
Tranche and to pay the necessary fees to JPMorgan Chase Bank.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Amend Club DIP Facility to Control EETC
----------------------------------------------------------
UAL Corporation and its debtor-affiliates have obtained the U.S.
Bankruptcy Court for the Northern District's permission to
purchase the Senior Tranche of the 1997-1 EETC Transaction.  The
Debtors currently need outside financing to complete the purchase,
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, informs the Court.

The Debtors made inquiries of financial institutions capable of
making a loan to fund the Purchase on an expedited basis.  After
evaluating proposals and conducting discussions with potential
lenders, the Debtors exercised their sound business judgment, and
as a result of arm's-length discussions, agreed on an amendment
to the Club DIP Facility.

By this motion, the Debtors seek the Court's authority to:

   * amend the Club DIP Facility to purchase the Senior Tranche
     of the 1997-1 EETC Transaction;

   * pay certain fees in connection with the Amendment; and

   * modify the automatic stay to allow certain liens to be
     placed on property.

                           Loan Terms

The Club DIP Facility will be amended to add a Tranche C Term
Loan.

The Tranche C Term Loan will be structured as a senior secured
superpriority DIP term loan facility up to $320,000,000, with an
interest rate of LIBOR plus 4.75%, and ABR plus 3.75%.  JPMorgan
Chase will syndicate all or part of the Loan.

The Loan will be secured by 10 of the Debtors' aircraft.  The
principal may be increased to $350,000,000 if, prior to funding
of the Loan, the Debtors obtain title to all 14 aircraft within
the EETC.

The superpriority claims will be pari passu with the
superpriority claims granted in favor of the Club DIP Tranche A
and Tranche B Lenders.

The Tranche C Term Loan will be secured by:

   1) a first priority lien on up to 14, but no fewer than
      10 aircraft, owned by the Debtors that currently secure the
      1997-1 EETC's outstanding obligations; and

   2) junior liens on the collateral securing the Debtors' Club
      DIP Facility.

The Loan will mature on December 30, 2005, subject to automatic
extension at the Debtors' option, through March 31, 2005.

The Debtors will pay a maximum of $6,575,000 in fees for
underwriting and administration of the Loan and the waiver and
amendment to the Club DIP Facility.

The Facility will be a single-draw term loan as a separate
tranche under the Credit Agreement.

The Amendment includes waivers from the Tranche A and Tranche B
Lenders of the terms and conditions of the Club DIP Facility to:

   1) allow the superpriority claim of the Loan to be pari passu
      with the superpriority claims granted in favor of the
      Tranche A and B Lenders;

   2) allow senior liens to be placed on the aircraft to secure
      the Loan;

   3) allow junior liens to be placed on collateral securing the
      Debtors' Club DIP Facility to secure the Loan;

   4) grant junior liens on the aircraft to further secure the
      Tranche A and B Loans under the Club DIP Facility; and

   5) allow the Debtors to use their cash collateral for the
      direct purchase of the A, B and C Tranches.

Additionally, the Debtors need the stay modified to permit first
priority and junior liens to be placed on the aircraft.

                Waivers by the Club DIP Lenders

Section 4(b)(ii) of the Final Club DIP Order does not explicitly
authorize (i) an increase in the principal of the facility like
by adding another debt tranche, or (ii) the Debtors to pay any
fees associated with the increase.  Accordingly, the Debtors seek
the Court's authority to amend the Club DIP Facility to add the C
Tranche Loan, and to pay the necessary fees.

Mr. Sprayregen tells the Court that the Tranche C Term Loan could
not have been obtained on an unsecured, standalone basis, given
the advanced stage of the Debtors' bankruptcy.  There are few
financial institutions capable of making a DIP Loan commitment
the size of the Tranche C Term Loan, especially on an expedited
basis.  Since the Lenders are familiar with the Debtors'
business, the most logical and attractive option was to add
another tranche to the existing Club DIP Facility.  No
institution was willing to refinance the Transaction with an
unsecured loan -- either on a standalone basis or as part of the
Club DIP Facility.

Mr. Sprayregen asserts that the Amendment is necessary for the
Debtors to complete their strategy to obtain a controlling
position in the 1997-1 EETC.  The financing will enable the
Debtors to utilize their cash for other restructuring and
business purposes.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Taps Mayer Brown as Special Litigation Counsel
--------------------------------------------------------
UAL Corporation and its debtor-affiliates hired Mayer, Brown, Rowe
& Maw as special litigation counsel way back in 1998 when Irene
Tan Cheng Hua and Michael Sum filed a lawsuit against the Debtors
and Quest Diagnostics Inc.  MBR&M defended the Debtors against the
Tan Claimants' claims and causes of action.

On the Petition Date, the Tan Litigation was dismissed by the
U.S. District Court for the Northern District of Illinois and was
pending as a third amended complaint in the Circuit Court of Cook
County, Illinois.  On May 9, 2003, the Tan Claimants filed Claim
No. 35778 in excess of $11,300,000.  Two days after, Quest filed
Claim No. 39143 for contribution.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, notes that the Debtors have numerous objections to the
Tan Claim and Quest Claim, and believe that both Claims should be
disallowed.

Mr. Sprayregen asserts that since MBR&M garnered invaluable
insight into and experience defending the Debtors in the Tan
Litigation in the past seven years, MBR&M should continue to
litigate the objections to the Tan Claim and Quest Claim.

For this reason, the Debtors seek the Court's authority to employ
MBR&M on a nunc pro tunc basis with respect to the Claims
Objection Litigation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Expects to Close Virginia Headquarters by Jan. 2006
---------------------------------------------------------------
US Airways Group will close its headquarters in Arlington,
Virginia, "in three to six months or less," after consummation of
its merger with America West Airline, USAir Chief Executive
Officer Bruce Lakefield said in an interview by The Pittsburgh
Tribune-Review.

USAir will consolidate its headquarters into America West's
headquarters in Tempe, Arizona, by January 2006.

The merger is expected to close by September 2005.

Mr. Lakefield did not say how many of the workers would lose
their jobs, according to Tribune writer Thomas Olson.

The Virginia headquarters employs nearly 600 and occupies six of
the 10 floors of the glass-and-concrete office building.  It is
located a few miles from the Ronald Reagan Washington National
Airport in Arlington.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARTEC TELECOM: Court Approves Asset Sale to Comtel for $82.1MM
---------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, gave his stamp of
approval to the sale of VarTec Telecom Inc.'s assets to privately-
owned ComTel Investment, LLC, for $82.1 million.

ComTel won the Court-approved auction held on July 25, besting
Leucadia National Corp.'s $61.5 million offer.

The Asset Purchase Agreement specifically excludes all of Vartec's
cash, insurance policies, avoidance actions and other causes of
action of the estates not related to the Acquired Assets.

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins LLP, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


VIVENTIA BIOTECH: June 30 Balance Sheet Upside-Down by C$34.6 Mil.
------------------------------------------------------------------
Viventia Biotech Inc. (TSX:VBI) reported financial and operational
results for the second quarter ended June 30, 2005.

For the second quarter ended June 30, 2005, Viventia reported
total expenditures of $8.4 million, compared to $4.4 million for
the second quarter of the previous year.  For the first six months
of 2005, expenditures were $13.8 million compared to $7.7 million
for the corresponding period in 2004.

"Our primary goal is to aggressively advance the clinical
development of our lead drug, Proxinium(TM)," said Dr. Nick
Glover, President and CEO of Viventia.  "We are now actively
preparing to file, initiate and implement a late-stage pivotal
clinical trial with Proxinium(TM) for the treatment of head and
neck cancer.  Our Proxinium(TM) bladder cancer trial remains on
track to complete enrolment of the Phase I arm by the third
quarter of 2005 and to initiate the Phase II roll-in arm by the
end of the year."

Total research, development and operating expenditures for the
second quarter of 2005 increased to $6.7 million compared to
$3.8 million for the second quarter of 2004. For the first six
months of 2005, total research, development and operating
expenditures were $10.6 million compared to $6.5 million for the
corresponding period in 2004.  Of these expenditures, research
related activities increased to $4.4 million for the second
quarter of 2005 compared to $1.5 million for the corresponding
period last year, primarily due to increased clinical trial
activity associated with Proxinium(TM).  Salaries and benefits
were $1.8 million for the second quarter of 2005 compared with
$1.8 million for the second quarter of 2004.  The balance of
research, development and operating expenditures were related to
occupancy costs for the Company's Winnipeg manufacturing facility
and other operating expenses.

General and administrative expenditures increased to $0.7 million
for the second quarter of 2005 compared to $300,000 for the second
quarter of 2004.  General and administrative expenditures for the
first six months of 2005 were $1.6 million compared to $0.6
million for the first six months of 2004.  These increases were
primarily attributable to additional professional costs due to
regulatory requirements in connection with the Company's intention
to seek a U.S. listing as well as costs associated with increased
staff levels.  Interest expense increased to $0.4 million for the
second quarter of 2005 compared to $0.2 million for the second
quarter of 2004.  Interest expense increased to $0.6 million for
the first six months of 2005 compared to $0.3 million for the
corresponding period in 2004.  These increases were primarily
attributable to interest amounts on convertible debt issued in
November 2004.

For the second quarter ended June 30, 2005 Viventia reported a net
loss of $8.3 million, compared with a net loss of $5.5 million for
the same period in 2004.  The financial results for the six months
ended June 30, 2005 reflect a net loss of $13.8 million, compared
to $8.8 million for the same six month period in 2004.

As at June 30, 2005 the Company had cash and short-term deposits
totaling approximately $195,000 and current liabilities of
$16.4 million compared to $2.7 million and $3.8 million
respectively at December 31, 2004.

Since January 1, 2000, Viventia has financed substantially all of
its operations through:

   -- the sale of equity securities;

   -- bridge loan financings from the Company's principal
      shareholder, Mr. Leslie Dan, or entities affiliated with Mr.
      Dan; and

   -- the issuance of secured convertible debentures to the Dan
      Group.

Although Viventia actively continues to seek additional sources of
funding to finance its operations into the future, the Company can
not provide assurances that additional financing sources will be
available.  If adequate funds are not available from additional
sources, the Company will be required to seek continued funding
for its operations from Mr. Dan or entities affiliated with Mr.
Dan.

During the three months ended June 30, 2005, the Company received
$6 million in bridge financing loans from Leslie Dan.  Subsequent
to June 30, 2005 Viventia received $4.4 million in bridge
financing loans from Mr. Dan and an entity controlled by him.
These loans bear interest at 4.5% per annum and are repayable on
demand.

The Board of Directors of the Company has determined not to pursue
the AMEX Stock Exchange listing at this time.

Viventia Biotech Inc. (TSX:VBI) is a biopharmaceutical company
developing Armed Antibodies(TM), powerful and precise anti-cancer
drugs designed to overcome various forms of cancer.  Viventia's
lead product is Proxinium(TM), which combines a cytotoxic protein
payload significantly more powerful than traditional
chemotherapies with the highly precise tumour-targeting
characteristics of a monoclonal antibody.  Proxinium(TM) is in
clinical development for the treatment of head and neck cancer and
bladder cancer, and is expected to enter advanced clinical trials
in 2005.

At June 30, 2005, Viventia's balance sheet showed a C$34,623,000
stockholders' deficit, compared to a C$21,255,000 deficit at
Dec. 31, 2004.


VIVENTIA BIOTECH: Board Ratifies $3.3 Million Interim Financing
---------------------------------------------------------------
Viventia Biotech Inc. (TSX:VBI) disclosed that its board of
directors has ratified two interim bridge loans:

   -- $900,000 obtained on July 26, 2005; and
   -- $2 million obtained on Aug. 3, 2005

respectively, from Mr. Leslie Dan, the Company's Chairman and an
entity controlled by him.  In addition, the Board of Directors
approved and authorized the Company to obtain an additional
interim bridge loan of $400,000 from Mr. Dan to fund ongoing
operations.  All of the loans are unsecured, have an interest rate
of 4.5% per year and are repayable on demand.

The board of directors determined, after receiving the
recommendation of a special committee, that the loan arrangements
entered into between the Company and Mr. Dan are reasonable given
the circumstances of the Company and were obtained on reasonable
commercial terms that are not less advantageous to the Company
than if the loans were obtained from a person dealing at arm's
length with the Company.  The loans were arranged by Mr. Dan in
his personal capacity in order to fund ongoing operations.

The special committee, composed of independent directors of the
Company, was formed and authorized by the board to review and
consider the terms of the loan and to provide the board with its
recommendation.

Viventia Biotech Inc. (TSX:VBI) is a biopharmaceutical company
developing Armed Antibodies(TM), powerful and precise anti-cancer
drugs designed to overcome various forms of cancer.  Viventia's
lead product is Proxinium(TM), which combines a cytotoxic protein
payload significantly more powerful than traditional
chemotherapies with the highly precise tumour-targeting
characteristics of a monoclonal antibody.  Proxinium(TM) is in
clinical development for the treatment of head and neck cancer and
bladder cancer, and is expected to enter advanced clinical trials
in 2005.

At June 30, 2005, Viventia's balance sheet showed a C$34,623,000
stockholders' deficit, compared to a C$21,255,000 deficit at
Dec. 31, 2004.


WELLINGTON PROPERTIES: Wants to Use LaSalle Bank's Cash Collateral
------------------------------------------------------------------
Wellington Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina for permission to use Cash
Collateral securing repayment of pre-petition obligations to
LaSalle Bank National Association.

The Debtor's primary asset is a 501-unit apartment complex known
as Wellington Place, located at 4230 Garrett Road, Durham, North
Carolina.  That apartment complex was damaged by fire on Nov. 13,
2004, resulting in substantial damage that prevents occupancy of a
number of units pending repairs, for which insurance proceeds are
available.

Under various pre-petition promissory notes and loan agreements,
the Debtor owes approximately $12.5 million to LaSalle Bank.

LaSalle Bank is the Trustee for the Registered Holders of LB
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, for whom GMAC Commercial Mortgage
Corporation has been designated as Servicer and as Special
Servicer.  LaSalle therefore has a valid lien and security
interest in substantially all of the Debtor's real property and
tangible personal property, including accounts receivable and
rents.

The Debtor will use the Cash Collateral to meet payroll and tax
deposits, as well as the other expenditures necessary to operate
and preserve the apartment complex.

The Debtor's request for authority to use the Cash Collateral is
in accordance with a Six-Month Budget, from April 5, 2005, through
Sept. 6, 2005.  A full-text copy of the Six-Month Budget is
available for free at http://ResearchArchives.com/t/s?c9

To adequately protect the interests of LaSalle Bank, the Debtor
will grant LaSalle replacement liens and a continuing post-
petition lien and security interest in all of the Debtor's assets
and property, including its post-petition accounts receivable and
rents.  Additionally, the Debtor will also limit the use of Cash
Collateral to fund its operations as projected in the Budget, and
limit the use of the insurance proceeds to the costs of making
necessary repairs to the fire-damaged units of the apartment
complex.

The Court has continued the cash collateral hearing until Nov. 15,
2005, at 9:30 a.m., to consider the Debtor's request.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, owns and operates a 501-unit apartment complex known as
Wellington Place located in Durham, North Carolina.  The Company
filed for chapter 11 protection on March 29, 2005 (Bankr. M.D.N.C.
Case No. 05-80920).  John A. Northen, Esq., at Northen Blue,
L.L.P., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $11,625,087 and total debts of $12,632,012.


WELLINGTON PROPERTIES: Wants Excl. Period Extended Until Sept. 12
-----------------------------------------------------------------
Wellington Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina, to extend, until Sept. 12,
2005, the time period within which it alone can file a chapter 11
plan.  The Debtor also asks the Court for more time to solicit
acceptances of that plan from its creditors, until Nov. 11, 2005.

The Debtor explains that since the Petition Date, it has engaged
in negotiations with its primary secured creditor, LaSalle Bank
National Association in its capacity as trustee for the holders of
certain indebtedness, regarding the potential consensual sale of
the Debtor's primary asset, the 501-unit apartment complex known
as Wellington Place and located in Durham, North Carolina.

Despite good faith negotiations and best efforts between the
Debtor and LaSalle Bank, they did not reach an agreement on how to
proceed, and in the absence of a final and definitive agreement
on the issues regarding the sale of Wellington Place, the Debtor
intends to propose a traditional plan of reorganization based upon
the retention of that apartment complex and a restructuring of its
secured and unsecured obligations.

The Debtor believes that an extension of the exclusivity periods
is reasonable and necessary to allow it to project the
administrative expenses, assess the claims asserted against its
estate, project the long-term cash flow of the property, and
formulate a chapter 11 plan and an accompanying disclosure
statement that will provide adequate information to creditors.

The Debtor assures the Court that the requested extension will not
prejudice the rights of any creditors and other parties-in-
interest.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, owns and operates a 501-unit apartment complex known as
Wellington Place located in Durham, North Carolina.  The Company
filed for chapter 11 protection on March 29, 2005 (Bankr.
M.D.N.C. Case No. 05-80920).  John A. Northen, Esq., at Northen
Blue, L.L.P., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $11,625,087 and total debts of $12,632,012.


WESTERN WATER: Brings-In Garald Barber & General Capital Partners
-----------------------------------------------------------------
Western Water Company sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of California to employ
Garald L. Barber as its real estate broker and General Capital
Partners, LLC, as its restructuring advisor.

Mr. Barber and General Partners will:

    (a) prepare a program which will include locating interim
        financing through newspapers, magazines, journals,
        letters, fliers, signs, telephone solicitation, or other
        methods as General Capital may deem appropriate;

    (b) prepare advertising letters, fliers and similar sales
        materials which will include information regarding the
        financing requirements;

    (c) locate parties who might have an interest in providing
        interim financing to the Company;

    (d) locate parties who might have an interest in refinancing
        the Cherry Creek Project or acquiring the real property
        assets of the Debtor;

    (e) circulate materials to interested parties regarding the
        requested interim financing, after completing
        confidentiality documents with those interested parties,
        and if necessary such circulation may be in conjunction
        with a third party Investment Bank;

    (f) respond, provide information to, communicate and negotiate
        with and obtain offers from interested parties and make
        recommendations to the Company as to whether or not a
        particular offer should be accepted, and if necessary,
        such communications and negotiations may be in conjunction
        with a third party Investment Bank;

    (g) communicate regularly with the Company in connection with
        the status of the efforts made by General Capital with
        respect to the refinancing;

    (h) recommend to the Company the proper method of handling any
        specific problems encountered with respect to the
        marketing, restructuring, and refinancing; and

   (i)  advise the Company in any restructuring, plan of
        organization or liquidation.

                         Terms of Payment

Mr. Barber tells the Court that he will be paid jointly with
General Capital for services rendered under these terms:

    -- Monthly Retainer

       Mr. Barber and General Capital will be paid a total of
       $10,000 per month until the time the Debtor is able to
       secure and receive Gross Proceeds from Interim Financing.
       Upon receipt of Gross Proceeds from interim financing,
       Mr. Barber and General Capital will be paid a total of
       $15,000 per month.

       Monthly fees will only be due and payable for the first
       three months of the agreement and shall be credited back
       100% against any transaction fee.  There shall be no credit
       back against any interim financing fee received by Mr.
       Barber and General Capital

    -- Interim Financing

       Mr. Barber and General Capital will receive 2% of the
       Gross Proceeds received by the Debtor from an interim
       fthrough the efforts of General Capital and MR.
       Barber.

    -- Transaction Fee

       The fee to be paid to Mr. Barber and General Capital will
       be derived from the aggregate of gross proceeds from all
       transactions, equivalent to:

       Gross Proceeds                       Percent
       --------------                       -------
       Below $10 Million                       2%
       $10 Million to $15 Million              3%
       $15 Million to $20 Million              4%
       $20 Million to $25 Million              5%
       More than $25 Million                   6%

Mr. Barber and J. Gregory Barrow at General Capital assure the
Court that they are "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster ,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 Million and $50 Million.


WESTPOINT STEVENS: Asks Bankr. Court to Dismiss Chapter 11 Cases
----------------------------------------------------------------
WestPoint Stevens, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New York to dismiss their
chapter 11 cases.

The Debtors inform the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.  The Debtors believe that a chapter 7 conversion
is not advisable because it will increase administrative cost to
the estate and require the appointment of a chapter 7 trustee.

As previously reported in the Troubled Company Reporter on
August 11, 2005, the Debtors sold almost all of its assets to
billionaire investor Carl Icahn's American Real Estate Holding
Ltd. for $703.5 million.

The Debtors reported that its remaining assets are worth
$6.2 million.  The remaining assets, the excluded assets and
avoidance actions, are de minimis and cannot be liquidated for any
substantial recovery.  They have over $75 million in
administrative claims.

The Debtors seek other related relief to assist in winding down
their estates:

   1) rejection of unassumed executory contracts and
      nonresidential real property leases;

   2) abandonment of excluded certain properties;

   3) payment of professional fees and wind-down costs;

   4) termination of the Debtors' employee and retiree benefit
      plans;

   5) filing of final tax returns and dissolution of corporate
      entity;

   6) dismissal of the avoidance actions;

   7) injunctive relief;

   8) record retention;

   9) waiver of requirements of section 349(b) of the bankruptcy
      code;

  10) appointment of Lester D. Sears as the responsible officer;

  11) retention of jurisdiction;

The Debtors have set aside $5 million to pay professionals who
worked on its bankruptcy case.

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 STEVENS: Files List of Contracts Assigned to Textile
--------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York a
schedule setting forth the executory contracts and unexpired
nonresidential real property leases to be assumed and assigned to
Textile Co., Inc., the purchaser of substantially all of their
assets.

The Schedule provides the cure amounts associated with each
contract or lease.

As of August 2, 2005, seven parties have objected to the
information listed in the Schedule:

    (1) Birch Run Outlets II, LLC,

    (2) The CIT Group/Equipment Financing, Inc.,

    (3) BVT/WELP Pigeon Forge, L.P.,

    (4) Federal Express Corp.,

    (5) CPG Partners, L.P.,

    (6) NMGH Financial Services Inc., and

    (7) General Electric Capital Corporation.

A full-text copy of the leases and contracts to be assumed and
assigned is available for free at:

    http://bankrupt.com/misc/wspt-executory-contracts.pdf

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)


WILLIAM HECKSTEDEN: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtors: William G. Hecksteden & Deborah A. Hecksteden
         3 Marigold Lane
         Califon, New Jersey 07830

Bankruptcy Case No.: 05-36175

Type of Business: The Debtors have an interest in Vendor
                  Management Integrity.

Chapter 11 Petition Date: August 15, 2005

Court: District of New Jersey (Trenton)

Debtors' Counsel: Daniel M. Eliades, Esq.
                  Forman, Holt & Eliades LLC
                  218 Route 17 North
                  Rochelle Park, New Jersey 07662
                  Tel: (201) 845-1000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   1st Trust Bank                              Unknown
   P.O. Box 600
   Memphis, TN 38101-0600

   All Modes Transport, Inc.                   Unknown
   1 Corey Road
   Fairfield, NJ 07004-1540

   American Express                            Unknown
   P.O. Box 360001
   Fort Lauderdale, FL 33336-0001

   American Express (Blue)                     Unknown
   P.O. Box 360001
   Fort Lauderdale, FL 33336-0001

   American Express (Gold Card)                Unknown
   P.O. Box 360001
   Fort Lauderdale, FL 33336-0001

   American Express (Platinum)                 Unknown
   P.O. Box 360001
   Fort Lauderdale, FL 33336-0001

   BMW Financial Services                      Unknown
   P.O. Box 3608
   Dublin, OH 43016-0306

   Capital One                                 Unknown
   P.O. Box 708844
   Charlotte, NC 28272-0884

   Charles R. Cohen, Esq.                      Unknown
   710 Route 46 East, Suite 101
   Fairfield, NJ 07004-1540

   CHASE Master Card                           Unknown
   P.O. Box 15153
   Wilmington, DE 19886-5153

   David B. Nasta, Esq.                        Unknown
   525 Palmer Avenue
   Maywood, NJ 07607

   PNC Bank                                    Unknown
   P.O. Box 747032
   Pittsburgh, PA 15274-7032

   PNC Bank                                    Unknown
   P.O. Box 747066
   Pittsburgh, PA 15274-7066

   Volkswagen Credit                           Unknown
   P.O. Box 72470136
   Philadelphia, PA 19170-0136

   Wachovia Bank, N.A.                         Unknown
   P.O. Box 96074
   Charlotte, NC 28296-0074


WINFIELD CAPITAL: SBA Default Triggers Going Concern Doubt
----------------------------------------------------------
Winfield Capital Corp. (OTCBB: WCAP) reported a net loss of
$460,358 for the quarter ended June 30, 2005, versus a net loss of
$547,500 for the quarter ended June 30, 2004.

The net loss in the quarter ended June 30, 2005, included a net
investment loss of $287,413 and a realized net capital loss of
$391,170 on the sale of a debt security compared with a net
investment loss of $295,114 and a realized net capital gain of
$314,213 for the quarter ended June 30, 2004.  The net loss for
the three months ended June 30, 2005 was partially offset by a
decrease in unrealized depreciation on investments of $218,225
(principally related to the increase in fair value of three
portfolio companies, offset by the decrease in fair value of two
portfolio companies).  There was an increase in unrealized
depreciation on investments of $566,599 for the three months ended
June 30, 2004.

The Company's investment income decreased by $289,820, or a
decrease of 77.6%, from $373,267 for the three-month period ended
June 30, 2004 to $83,447 for the three-month period ended June 30,
2005.  This primarily reflected a decrease in interest from small
business concerns of $281,027 as a result of the Company's sale of
loan investments.  Interest from idle funds decreased by $8,793
during this period as a result of a decrease in idle funds that
were invested.  Interest expense decreased by $281,613, or a
decrease of 77.9%, from $361,448 for the three-month period ended
June 30, 2004 to $79,835 for the three-month period ended June 30,
2005 as a result of the repayment of certain debentures to the
U.S. Small Business Administration.  The Company's operating
expenses decreased by $15,908, or a decrease of 5.2%, from
$306,933 for the three months ended June 30, 2004 to $291,025 for
the three months ended June 30, 2005.  Legal fees decreased by
$29,675, insurance expense decreased by $6,202, stock record costs
increased by $15,125 due to the Annual Meeting of Shareholders and
state tax increased by $5,115. There were miscellaneous decreases
of $271.

                    SBA Regulation Impairment

According to the SBA Regulations, the Company is required to be in
compliance with the capital impairment rules, as defined by
regulation 107.1830 of the SBA Regulations.  The Company was
notified by the SBA on April 30, 2003, that the Company was no
longer in compliance with the SBA's capital impairment
requirements and that the SBA had accelerated the maturity date of
the Company's debentures.  The aggregate principal, interest and
fees due under the debentures totaled approximately $25.6 million
as of April 30, 2003, including interest and fees due through the
next semi-annual payment date.  As a result of subsequent
repayments by the Company, the aggregate principal, interest and
fees due under the debentures totaled approximately $3.7 million
as of June 30, 2005, including interest and fees due through the
next semi-annual payment date.  The SBA has transferred Winfield
Capital's account to liquidation status where any new investments
and material expenses are subject to prior SBA approval.  Based on
discussions and meetings that the Company has had with the SBA to
date, the SBA will not afford the Company the flexibility of a
self-managed liquidation to repay its indebtedness.  As a result,
the Company anticipates that it will be required to repay all or
substantially all of the principal and interest owing to the SBA
on a schedule acceptable to the SBA.

                     Forbearance Agreement

On April 6, 2005, the Company entered into a Forbearance Agreement
with the SBA whereby the maturity date of the Company's remaining
principal indebtedness to the SBA was extended until June 30,
2005, subject to a cure period of fifteen days.  In connection
with the Forbearance Agreement, the Company entered into a
Stipulated Settlement and a Consent and Judgment whereby the SBA
may pursue any remedies it deems appropriate under the law or the
instruments evidencing the Company's indebtedness, including,
without limitation, initiating proceedings for the appointment of
the SBA or its designee as receiver to the extent that the Company
defaults under its obligations pursuant to the Forbearance
Agreement.

The Company is in default pursuant to the terms of the Forbearance
Agreement that required the repayment in full of all of the
Company's outstanding indebtedness to the SBA including accrued
interest on July 15, 2005, after giving effect to a fifteen-day
cure period.  To date, the SBA has refused to grant the Company an
extension of the maturity under the Forbearance Agreement.  The
SBA has yet to formally accelerate its indebtedness, although the
SBA is now entitled to pursue any remedies, including, without
limitation, seeking a receivership of the Company.

                     Going Concern Doubt

If the SBA were to require the Company to immediately pay back the
entire indebtedness including accrued interest, certain private
security investments may need to be disposed of in a forced sale
that may result in proceeds less than their carrying value at
June 30, 2005.  As such, this impairment could have a material
adverse effect on the Company's financial position, results of
operations and cash flows that raises substantial doubt about the
Company's ability to continue as a going concern.  The Company
continues to explore various strategic alternatives, including a
third party equity infusion, although there can be no assurance
that it will be successful in its ability to consummate or
implement these or any other strategic alternatives.

Winfield Capital is a small business investment company that makes
loans and equity investments pursuant to funding programs
sponsored by the SBA.  The Company is also a non-diversified,
closed-end investment company that is a business development
company under the Investment Company Act of 1940.  The Company's
common stock is traded on the Over the Counter Bulletin Board
under the symbol "WCAP".


WINFIELD CAPITAL: Posts $460,358 Net Loss for Qtr. Ended June 30
----------------------------------------------------------------
Winfield Capital Corp. (OTCBB: WCAP) reported a net loss of
$460,358 for the quarter ended June 30, 2005 versus a net loss of
$547,500 for the quarter ended June 30, 2004.  The net loss in the
quarter ended June 30, 2005 included a net investment loss of
$287,413 and a realized net capital loss of $391,170 on the sale
of a debt security compared with a net investment loss of $295,114
and a realized net capital gain of $314,213 for the quarter ended
June 30, 2004.  The net loss for the three months ended June 30,
2005 was partially offset by a decrease in unrealized depreciation
on investments of $218,225 (principally related to the increase in
fair value of three portfolio companies, offset by the decrease in
fair value of two portfolio companies).  There was an increase in
unrealized depreciation on investments of $566,599 for the three
months ended June 30, 2004.

The Company's investment income decreased by $289,820, or a
decrease of 77.6%, from $373,267 for the three-month period ended
June 30, 2004 to $83,447 for the three-month period ended June 30,
2005.  This primarily reflected a decrease in interest from small
business concerns of $281,027 as a result of the Company's sale of
loan investments.  Interest from idle funds decreased by $8,793
during this period as a result of a decrease in idle funds that
were invested.  Interest expense decreased by $281,613, or a
decrease of 77.9%, from $361,448 for the three-month period ended
June 30, 2004 to $79,835 for the three-month period ended June 30,
2005 as a result of the repayment of certain debentures to the
U.S. Small Business Administration.  The Company's operating
expenses decreased by $15,908, or a decrease of 5.2%, from
$306,933 for the three months ended June 30, 2004 to $291,025 for
the three months ended June 30, 2005.  Legal fees decreased by
$29,675, insurance expense decreased by $6,202, stock record costs
increased by $15,125 due to the Annual Meeting of Shareholders and
state tax increased by $5,115.  There were miscellaneous decreases
of $271.

                       SBA Notification

As previously disclosed in the Company's public filings and in
press releases, according to the SBA Regulations, the Company is
required to be in compliance with the capital impairment rules, as
defined by regulation 107.1830 of the SBA Regulations.  The
Company was notified by the SBA on April 30, 2003 that the Company
was no longer in compliance with the SBA's capital impairment
requirements and that the SBA had accelerated the maturity date of
the Company's debentures.  The aggregate principal, interest and
fees due under the debentures totaled approximately $25.6 million
as of April 30, 2003, including interest and fees due through the
next semi-annual payment date.  As a result of subsequent
repayments by the Company, the aggregate principal, interest and
fees due under the debentures totaled approximately $3.7 million
as of June 30, 2005, including interest and fees due through the
next semi-annual payment date.  The SBA has transferred Winfield
Capital's account to liquidation status where any new investments
and material expenses are subject to prior SBA approval.  Based on
discussions and meetings that the Company has had with the SBA to
date, the SBA will not afford the Company the flexibility of a
self-managed liquidation to repay its indebtedness.  As a result,
the Company anticipates that it will be required to repay all or
substantially all of the principal and interest owing to the SBA
on a schedule acceptable to the SBA.

                  SBA Forbearance Agreement Default

On April 6, 2005, the Company entered into a Forbearance Agreement
with the SBA whereby the maturity date of the Company's remaining
principal indebtedness to the SBA was extended until June 30,
2005, subject to a cure period of fifteen days.  In connection
with the Forbearance Agreement, the Company entered into a
Stipulated Settlement and a Consent and Judgment whereby the SBA
may pursue any remedies it deems appropriate under the law or the
instruments evidencing the Company's indebtedness, including,
without limitation, initiating proceedings for the appointment of
the SBA or its designee as receiver to the extent that the Company
defaults under its obligations pursuant to the Forbearance
Agreement.  The Company is in default pursuant to the terms of the
Forbearance Agreement that required the repayment in full of all
of the Company's outstanding indebtedness to the SBA including
accrued interest on July 15, 2005 after giving effect to a
fifteen-day cure period.  To date, the SBA has refused to grant
the Company an extension of the maturity under the Forbearance
Agreement.  The SBA has yet to formally accelerate its
indebtedness, although the SBA is now entitled to pursue any
remedies, including, without limitation, seeking a receivership of
the Company.

                      Going Concern Doubt

If the SBA were to require the Company to immediately pay back the
entire indebtedness including accrued interest, certain private
security investments may need to be disposed of in a forced sale
that may result in proceeds less than their carrying value at June
30, 2005.  As such, this impairment could have a material adverse
effect on the Company's financial position, results of operations
and cash flows that raises substantial doubt about the Company's
ability to continue as a going concern.  The Company continues to
explore various strategic alternatives, including a third party
equity infusion, although there can be no assurance that it will
be successful in its ability to consummate or implement these or
any other strategic alternatives.

Winfield Capital -- http://www.winfieldcapital.com/-- is a small
business investment company that makes loans and equity
investments pursuant to funding programs sponsored by the SBA and
is a non-diversified, closed-end investment company that is a
business development company under the Investment Company Act of
1940.  The Company's common stock is traded on the Over the
Counter Bulletin Board under the symbol "WCAP".


WORLDCOM INC: Court Approves PSInet Settlement Agreement
--------------------------------------------------------
WorldCom, Inc. and its debtor-affiliates sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
authority to enter into a settlement agreement with PSINet
Liquidating LLC, as successor-in-interest to PSINet, Inc., and its
affiliates.

PSINet, Inc., and its subsidiaries filed bankruptcy petitions in
the United States Bankruptcy Court for the Southern District of
New York on May 31, 2001.

Anastasia Kelly, MCI, Inc. executive vice president and general
counsel, relates that on July 8, 2002, the WorldCom Debtors filed
various proofs of claim in the PSINet bankruptcy cases.  The
PSINet Debtors objected to the WorldCom Debtors' claims.

On November 20, 2002, the PSINet Debtors filed Claim No. 1616
against the WorldCom Debtors, asserting preference claims.

To resolve their claims dispute, the parties agree that:

   (a) The PSINet Claim will be withdrawn, with prejudice;

   (b) The WorldCom Claim will be allowed in the PSINet
       bankruptcy cases as an administrative claim for
       $2,000,000;

   (c) The settlement will not be construed as an admission of
       any liability, wrongdoing or responsibility of the
       parties; and

   (d) The WorldCom Debtors and the PSINet Debtors will exchange
       mutual releases.

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)


WORLDCOM INC: Balks at Mississippi Power's Move for Claim Payment
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 21, 2005, Mississippi Power Company and Southern Company
Services, Inc., as agent for Mississippi Power and each of the
other Southern Company operating companies, asked the United
States Bankruptcy Court for the Southern District of New York to
compel MCI Telecommunications, Inc., to satisfy its cure
obligations pursuant to Section 365(b) of the Bankruptcy Code.

MCI's predecessor-in-interest and Southern Company entered into an
agreement for the provision of fiber optic facilities and services
on August 12, 1991.

Pursuant to a stipulation resolving Mississippi Power's limited
objection to WorldCom, Inc. and its debtor-affiliates' Plan of
Reorganization, MCI assumed the Agreement on April 20, 2004.  The
stipulation provides that:

    "[T]he Debtors shall cure any and all undisputed defaults
    under the Agreement in accordance with Section 8.05 of the
    Plan. The Debtors and MPC . . . shall negotiate in good faith
    to determine the nature and amount of any and all disputed
    defaults under the Agreement. Should the parties not be able
    to reach agreement on any disputed default, the parties shall
    promptly submit such dispute to the Bankruptcy Court for
    adjudication. . . ."

                          Debtors Object

David A. Handzo, Esq., at Jenner & Block LLP, in Washington,
D.C., argues that Mississippi Power Company failed to consider
three key issues:

   (a) MPC's indemnity claim is contrary to Alabama law, which
       governs the parties' agreement and forbids, as a matter of
       public policy, indemnification for intentional torts like
       trespass.

   (b) Under the parties' agreement and settled principles of
       Alabama contract law, the Debtors are obligated to
       indemnify MPC only on timely notice.  However, the notice
       provided by MPC was untimely.

   (c) MPC cannot in any event obtain indemnification for pre-
       notice damages or for punitive damages.

MPC's attempt to shift the third-party liability onto the Debtors
should be rejected, Mr. Handzo contends.

                   Mississippi Power Replies

"The [Debtors'] argument cannot be reconciled with the plain
meaning of the [parties'] Agreement," Jonathan S. Krueger, Esq.,
at Vinson & Elkins, L.L.P., in New York, asserts.

Mr. Krueger tells the Court that the Debtors agreed to be
responsible for any and all costs associated with the Cable, from
construction throughout the multi-decade period during which they
have been granted use of the telecommunications system.  The
Debtors offered no evidence that the parties chose to shift to
MPC the cost of any liabilities owed to landowners after
construction.

Alabama public policy precludes indemnification only where there
is proof that the indemnitee engaged in intentionally wrongful
conduct.  Mr. Krueger points out that the undisputed record
establishes that at the time it constructed the Cable, MPC reached
a good faith conclusion that additional easements were not
required.   Furthermore, the potential liabilities at issue arise
from the Debtors', not MPC's, conduct in continuing to make use of
the Cable without authorizing MPC to purchase additional
easements.

Mr. Krueger also argues that the Debtors' argument that MPC waived
its right to reimbursement on account of "late" notice of a
litigation by landowners that did not involve the Cable, is
without merit.  MPC had no right or obligation to provide the
Debtors with notice of the litigation at issue under the terms of
the Agreement.  The lawsuits at issue did not involve the Cable
and therefore, did not implicate the Debtors' reimbursement
obligations.  Furthermore, MPC had a contractual right to give
notice to the Debtors only if MPC had a basis to judge that
additional easements should be acquired.

The Debtors' attempt to hold MPC responsible for their own
deliberate contractual default is without basis in law or indeed
in common sense, Mr. Krueger argues.  The Debtors contended that
MPC breached its obligation of good faith and fair dealing by
informing them that MPC had substantial defenses to the landowner
actions.  According to the Debtors, MPC's expressions of optimism
respecting its litigation position encouraged them to violate its
contractual obligations by refusing to purchase additional
easements.

Furthermore, the Debtors argued that MPC should be required to
satisfy all or most of the cost of any settlements with landowners
with respect to the Debtors' use of the Cable.  Mr. Krueger notes
that the cost of any settlements is not even before the Bankruptcy
Court.  Those settlements will constitute post-reorganization
obligations that will be the subject of separate actions in
Mississippi Court.

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)


WYNDHAM INTERNATIONAL: Stockholders Approve Blackstone Merger
-------------------------------------------------------------
Wyndham International, Inc. (AMEX: WBR) reported that its
stockholders have adopted the Agreement and Plan of Merger, dated
as of June 14, 2005, among Wyndham and affiliates of The
Blackstone Group at its annual stockholders meeting today.  The
Company expects the Blackstone merger to close next week, subject
to the satisfaction or waiver of all the conditions set forth in
the Blackstone merger agreement.

Under the terms of the Blackstone merger agreement, the Company's
common stockholders will receive $1.15 in cash, without interest.
The holders of shares of Series A and Series B Preferred Stock
will receive $72.17 per share in cash, without interest.

In addition, the stockholders of the Company adopted the
Recapitalization and Merger Agreement, dated as of April 14, 2005,
among Wyndham and certain investors in the Company's Series B
Preferred Stock, pursuant to which all outstanding shares of
Series A and Series B Preferred Stock would be converted into
common stock and the existing common stockholders would continue
to hold shares of common stock.  The recapitalization merger will
only occur if the Blackstone merger is not consummated.

Other actions taken at the annual meeting included the election of
directors and the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm.

                    Blackstone Group Merger

On June 14, 2005, the Company entered into a definitive Merger
Agreement to be acquired by an affiliate of The Blackstone Group.
Under the terms of the Merger Agreement, Blackstone will acquire
all of the Company's outstanding shares of common stock for $1.15
per share in cash.  Under the terms of the Merger Agreement the
holders of shares of series A and series B Preferred Stock will
receive $72.17 per share in cash, subject to potential adjustment
to reflect additional shares issued as dividends after June 30,
2005.  The Company's board of directors unanimously approved the
Merger Agreement and recommended approval by its stockholders.

The completion of the Merger Agreement is conditioned, among other
things, on the approval by our stockholders and the termination or
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.  The completion of
the Merger Agreement is not subject to the receipt of financing by
Blackstone.  The closing of the Merger Agreement is expected to
occur as soon as practicable following the annual stockholder
meeting.

The Company previously entered into a definitive Recapitalization
Agreement, dated as of April 14, 2005, with certain investors of
our series B Preferred Stock in which all outstanding shares of
series A and series B Preferred Stock would be converted into
common stock.  The transactions contemplated by the
Recapitalization Agreement will occur only if the Merger Agreement
is terminated prior to the completion of the merger with
Blackstone.

Wyndham International, headquartered in Dallas Texas, owns,
leases, manages, and franchises hotels primarily in the upper-
upscale and luxury segments of the hotel and resorts industry in
North America, Mexico, the Caribbean, and Europe.

                            *     *     *

As reported in the Troubled Company Reporter on Jun. 17, 2005,
Moody's Investors Service affirmed all ratings of Wyndham
International, Inc.  In addition, Moody's changed the outlook to
developing from stable.

Ratings Affirmed:

   * Senior implied - B3

   * Senior unsecured issuer rating - Ca

   * $50 million guaranteed senior secured letter of credit
     facility, due May 10, 2011, rated B3

   * $530 million guaranteed first lien senior secured term loan
     B, due May 10, 2011, rated B3

   * $175 million guaranteed first lien senior secured revolver,
     due May 10, 2011, rated B3

   * $140 million guaranteed second priority term loan, due
     December 10, 2011, rated Caa1

   * Speculative Grade Liquidity rating rated SGL-3

The ratings outlook has been changed to developing from stable.

The change in outlook was prompted by the recent announcement that
Wyndham has agreed to be acquired by an affiliate of the
Blackstone Group for approximately $3.2 billion.  The outlook
reflects the uncertainty surrounding the timing of the transaction
and how the acquisition will be financed, in addition to the
ultimate impact it will have on current lenders.


YUKOS OIL: Alvarez & Marsal Gets Reimbursement from Yukos
---------------------------------------------------------
Alvarez & Marsal LLC, the restructuring advisor of Yukos Oil
Company, sought and obtained the U.S. Bankruptcy Court for the
Southern District of Texas' approval to direct Yukos to pay
$277,867 on account of the firm's professional fees and $86,675
for its out-of-pocket expenses.

As previously reported in the Troubled Company Reporter on June
16, 2005, Dean E. Swick, a managing director at Alvarez & Marsal,
told the Court that the firm rendered services for the period
January 18, 2005, through February 24, 2005.

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)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (43)         106       (5)
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         234      213
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (185)         282      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (81)         667      129
Conjuchem Inc.          CJC         (22)          32       28
Crown Media HL-A        CRWN        (34)       1,289     (130)
Delphi Corp.            DPH      (4,392)      16,511      256
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (133)         716     (106)
Foster Wheeler          FWLT       (490)       2,012     (175)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (34)       1,006      264
Guilford Pharm          GLFD        (20)         136       60
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         146       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,488      123
McMoran Exploration     MMR         (39)         377      135
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,563)      14,352   (1,392)
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Quality Distrib.        QLTY        (26)         381       18
Qwest Communication     Q        (2,663)      24,070    1,248
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY        (120)         267       30
Vertrue Inc.            VTRU        (50)         451      (81)
Warner Music Group      WMG        (137)       4,742     (506)
Worldspace Inc.-A       WRSP     (1,698)         592       47
Weight Watchers         WTW         (36)         938     (266)
WR Grace & Co.          GRA        (605)       3,423      811


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***