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      T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, August 17, 2005, Vol. 9, No. 194

                          Headlines

ADELPHIA COMMS: Arahova Panel Won't Get Intercompany Claim Docs.
ADELPHIA COMMS: Court Won't Strike Amended Schedules
AEARO COMPANY: Moody's Affirms $175 Mil. Sr. Sub. Notes' B3 Rating
AGILENT TECHNOLOGIES: Selling Lumileds Stake for $948.5 Million
AGILENT TECHNOLOGIES: Restructuring to Save $450 Mil. by Mid-2006

ALLIED HOLDINGS: Wants Lease Decision Period Extended to Dec. 28
ALLIED HOLDINGS: Look for Bankruptcy Schedules on Sept. 14
ALLIED HOLDINGS: Hires JPMorgan as Claims & Noticing Agent
AMES DEPARMENT: GMAC Wants Preference Complaint Dismissed
ANCHOR GLASS: Ordered to File Prepetition Tax Returns By Sept. 8

ANCHOR GLASS: Wants to Continue Paying Officers' Compensation
ANCHOR GLASS: Court Allows $62 Million Payment to Employees
ASARCO LLC: Gets Interim OK to Employ Baker Botts as Counsel
ASARCO LLC: Look for Bankruptcy Schedules on Oct. 10
ASARCO LLC: Can Pay Prepetition Employee Obligations & Wages

ATA AIRLINES: Wants to Pay Foothill Due Diligence Fee
ATLANTIC MUTUAL: Moody's Confirms Insurer's B1 Surplus Note Rating
AVCORP INDUSTRIES: Reports Second Quarter Financial Results
AVNET INC: Moody's Rates Proposed $250 Million Sr. Notes at Ba2
AWREY BAKERIES: Monomoy Capital Completes $25M Purchase with Hilco

BANKATLANTIC BANCORP: Registers 6 Mil. Shares for Incentive Plan
BIG 5: Lenders Extend Financial Reporting Deadline to Aug. 31
BIRCH TELECOM: Wants Bankruptcy Services as Claims Agent
BROOKFIELD PROPERTIES: Earns $165MM of Net Income in 2nd Quarter
CENTRAL PARKING: Plans to Buy Back 4.4MM Shares in Dutch Auction

CHARLES RICE: Case Summary & 20 Largest Unsecured Creditors
CHYRON CORP: Incurs $200,000 Net Loss in Second Quarter
CLOVERLEAF TRANSPORTATION: Case Summary & 18 Largest Creditors
COLLINS & AIKMAN: Lear Corp. Ready, Willing & Able to Do a Deal
COLLINS & AIKMAN: Kroll Seeks Bids for European Businesses

COLLINS & AIKMAN: Court Grants Final Nod to Price Increase Deal
COLLINS & AIKMAN: Committee Wants Chanin Capital as Banker
COMPOSITE TECH: Okays 30-Day Continuance to Finalize Ch. 11 Plan
COOPER-STANDARD: Earns $7.7 Million of Net Income in Second Qtr.
DIVINITY PROPERTIES: Case Summary & 6 Largest Unsecured Creditors

DORAL FINANCIAL: Nasdaq Extends Compliance Deadline to Sept. 30
DORIAN GROUP: Former Owners Win Back Reference Recordings
EASTMAN KODAK: S&P Lowers Senior Unsecured Debt Rating to BB-
ENRON CORP: JPMorgan Settles MegaClaims Suit for $1 Billion
ENRON: TD Bank Settles Portion of MegaClaims Dispute for $130 Mil.

ENRON CORP: Agrees to Let Vanguard File Amended Claims on Oct. 27
ESCHELON TELECOM: Raises $69.8 Million in Initial Public Offering
FEDERAL-MOGUL: Wants to Enter into Amended IBM Agreements
FERTINITRO FINANCE: Fitch Holds B- Rating on $250MM Secured Bonds
FIBERMARK INC: Incurs $1.4 Million Net Loss for Second Quarter

FOAMEX CAPITAL: S&P Rating Tumbles to D After Payment Default
GARDEN STATE: Wants More Time to Decide on Office Lease
GENEVA STEEL: China Shenzhen Tries to Block Scrap Metal Sale
GRANDE COMMS: Posts $12.1 Mil. Net Loss for Quarter Ended Jun. 30
HAYES LEMMERZ: Reports 2005 Annual Stockholders' Meeting Results

HIGH VOLTAGE: Ch. 11 Trustee Sells Hveasi Shares for EUR10 Mil.
HIGH VOLTAGE: Mr. Gray Wants to Sell Evans' Assets for $28.1 Mil.
HORIZON NATURAL: Lexington Attacks Zurich's $44 Million Claim
INTERSTATE BAKERIES: Court Okays Protocol for Equipment Sales
INTERSTATE BAKERIES: Wants to Walk Away From 25 Real Estate Leases

IPCS INC: Posts $12.5 Million Net Loss in Third Quarter
JAKE'S GRANITE: U.S. Trustee Picks 5-Member Creditors Committee
JAKE'S GRANITE: Taps Tim Gay as Financial & Restructuring Advisor
JAKE'S GRANITE: Files Schedules of Assets & Liabilities
KAISER ALUMINUM: June 30 Balance Sheet Upside-Down by $2 Billion

LEAR CORP.: Wants to Do a Deal with Collins & Aikman
LOGISTIC CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
MAGRUDER COLOR: Has Until Nov. 29 to Decide on N.J. Lease
MARSH SUPERMARKETS: Moody's Reviews Senior Sub. Notes' B3 Rating
MCI INC: Settles Interactive Voice Dispute for $2.5 Million Claim

MCLEODUSA INC: CEO Chris Davis & CFO Ken Burckhardt Leave Post
MED GEN: Files Resale Registration Statement for 206 Mil. Shares
MERRILL CORP: S&P Raises Corporate Credit Rating to B+ from B
MIRANT: Wants Summary Judgment Against Southern's Mega-Mil. Claims
MIRANT CORP: Wants Court to Enforce Stay on Avoidance Actions

MIRANT CORP: Selling Two Transformers to Equisales for $600,000
MIRAVANT MEDICAL: June 30 Balance Sheet Upside-Down by $1.5 Mil.
MQ ASSOCIATES: Extends Consent Solicitation Until Friday
MURRAY INC: Court Approves Company's Disclosure Statement
NEXTEL COMMS: Sprint Nextel Merger Transaction Closes

NEXTEL COMMS: Sprint Nextel Guarantees Payment of Senior Notes
O'SULLIVAN: Inks Forbearance Pact & Restructuring Talks Continue
OWENS CORNING: District Court Affirms Orders vs. Price Management
PACIFIC MAGTRON: Hires John Walton as Special Litigation Counsel
PACIFIC MAGTRON: Hires DBC to Market Milpitas Facility

PARMALAT USA: Preliminary Injunction Hearing Moved to Oct. 18
PEGASUS SATELLITE: ReGen Has Until Sept. 8 to React to Objection
PENN NATIONAL: Closes $30.5M Casino Rouge Sale to Louisiana Casino
PETROHAWK ENERGY: S&P Assigns B- Corporate Credit Rating
PNC MORTGAGE: Delinquency Threats Prompt Fitch to Cut Ratings

PONDERLODGE INC: Steamboat Capital Opposes Cash Collateral Use
PONDEROSA PINE: Wants Cuyler Burk as Special Insurance Counsel
PONDEROSA PINE: Has Exclusive Right to File Plan Until Dec. 3
PONDEROSA PINE: Wants Until Oct. 5 to Remove Civil Actions
POSITRON CORP: Selling Convertible Sec. Notes to IMAGIN for $400K

RELIANCE GROUP: Committee Wants Disclosure Statement Hearing Fixed
RELIANT ENERGY: Paying $460MM to Settle California Parties' Claims
RELIANT ENERGY: Fitch Expects to Keep Low-B Ratings on Sr. Debt
REMEDIATION FIN'L: Sta. Clarita Taps Timezone as Recovery Agent
REVLON CONSUMER: Prices 9-1/2% Senior Notes at 95.25% of Par

R.F. CUNNINGHAM: Files Schedules of Assets & Liabilities
RHODES INC: Closing Stores in Northwest Florida
RISK MANAGEMENT: Can Use Cash Collateral to Effectuate Asset Sale
RISK MANAGEMENT: Will Auction Assets on Aug. 22
RISK MANAGEMENT: U.S. Trustee Picks Three-Creditor Committee

SERVICE CORP: Faces Likely Default Due to Delayed Financials
SIGNATURE POINTE: U.S. Trustee Unable to Organize Committee
SOLUTIA INC: Gets Court OK to Pay $5 Mil. to Alabama PCB Claimants
SPIEGEL INC: Court Approves Secret Patent Infringement Settlement
STELCO INC: Advises Court on USW International's Claims Process

STELCO INC: Steelworkers Fight to Protect Pensions & Jobs
STRATOS GLOBAL: S&P Puts Corporate Credit Rating on Negative Watch
SYNERGY FITNESS: Voluntary Chapter 11 Case Summary
SYNIVERSE TECHNOLOGIES: S&P Rates Planned $150 Million Notes at B
SUPERIOR GALLERIES: Incurs $616,000 Net Loss in 4th Fiscal Quarter

TELIGENT INC: First Union Objects to Savage's Unwarranted Expenses
TENASKA ALABAMA: S&P Affirms $361 Million Sr. Sec. Bonds B+ Rating
TEREX CORP: Lenders Grant Reporting Default Waiver Until Sept. 15
UAL CORP: Dist. Court Implements Stay Pending ESOP Settlement Okay
URANIUM RESOURCES: Closes $12 Million Private Equity Placement

VIVENTIA BIOTECH: Equity Deficit Widens to $34.6 Mil. at June 30
WCI STEEL: Files Second Chapter 11 Plan & Disclosure Statement
YUKOS OIL: Moscow Court Allows Yukos to Raise Claim to RUB398 Bil.

* Alvarez & Marsal Tax Advisory Services Expands Miami Office

* Upcoming Meetings, Conferences and Seminars

                          *********

ADELPHIA COMMS: Arahova Panel Won't Get Intercompany Claim Docs.
----------------------------------------------------------------
In connection with the Ad Hoc Committee of Arahova Noteholders'
Motion to Strike Adelphia Communications Corporation and its
debtor-affiliates' Amended Schedules and Motion to Pursue
Intercompany Claims, the Arahova Committee interposed discovery
requests demanding that the ACOM Debtors produce a variety of
documents.

None of the Debtors served a timely response to the requests or
produced any witness in response to deposition notices.  The
Debtors produced five boxes of documents and one CD.  That
material was entirely non-responsive to the Arahova Motions, J.
Christopher Shore, Esq., at White & Case LLP, in New York, tells
the U.S. Bankruptcy Court for the Southern District of New York.

To add insult to injury, Mr. Shore continues, the ACOM Debtors
responded to the Arahova Motions setting forth dozens of putative
facts.  The Debtors set forth many facts that were within their
possession but had not been subject to discovery, including:

    -- corrected, as necessary, intercompany transactions in the
       general ledger;

    -- corrected intercompany transactions reflected in the income
       statement for erroneous transactions, inconsistencies and
       transactions presumably recorded to solve prepetition
       covenant compliance issues;

    -- applied a consistent allocation methodology for corporate
       overhead and interest on intercompany balances;

    -- reversed original, inconsistent allocations; and

    -- otherwise appropriately reviewed and adjusted, when
       necessary, the intercompany transactions.

According to Mr. Shore, the Arahova Committee has been unable to
confirm:

    * the methodology for identifying errors and making
      corrections when the changes were deemed necessary;

    * what qualifies as erroneous transactions;

    * the appropriateness of applying consistent allocation
      methodology and whether the methodology employed was in fact
      consistent;

    * whether inconsistent allocations were reversed; and

    * the propriety of doing so and virtually every relevant fact
      concerning the approach used as part of the intercompany
      restatement process.

The Arahova Committee asks the Court to:

    a. compel:

          * the deposition of ACOM's Senior Vice President and
            Chief Accounting Officer, Scott Macdonald and a
            company representative with respect to the Arahova
            Committee's notice of deposition;

          * the production of all documents responsive to all
            pending requests for production; and

          * provision of formal responses by the ACOM Debtors to
            all pending discovery requests; or in the alternative

    b. strike the Debtors' factual allegations in their opposition
       to the Arahova Committee Motions and precluding the offer
       of any evidence in opposition to the pending motions.

The Court, however, denies the Arahova's request, and has
additionally ruled that the Ad Hoc Committee may not pursue the
intercompany claims.

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)


ADELPHIA COMMS: Court Won't Strike Amended Schedules
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denies the request of the Ad Hoc Committee of Noteholders in
Arahova Communications, Inc.'s chapter 11 case to strike the
Amended Schedules filed by Adelphia Communications Corporation and
its debtor-affiliates.

The Arahova Noteholders wanted the ACOM Debtors to comply with the
Bankruptcy Code and Bankruptcy Rules governing the scheduling of
intercompany claims or to otherwise explain why a fiduciary
representative of each estate is unable or unwilling to attest to
the veracity of the offered intercompany claims in a procedurally
compliant manner.  The Arahova Noteholders Committee insists that
the May 2005 Amended Schedules are patently defective and should
be stricken.

In addition, the Arahova Noteholders Committee also asked the
Court to fix an intercompany claims bar date in accordance with
the Bankruptcy Rules and require the ACOM Debtors to file proofs
of claim with respect to the alleged intercompany claims.  In the
alternative, the Arahova Noteholders Committee objects to the
allowance of the intercompany claims.

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 No.
102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AEARO COMPANY: Moody's Affirms $175 Mil. Sr. Sub. Notes' B3 Rating
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Aearo
Company, in response to its announcement that its parent company,
Aearo Corporation, has issued $54 million of senior unsecured PIK
notes to fund a distribution to Holdco's shareholders.  The rating
outlook remains stable.

Ratings affirmed:

   * B1 for the $50 million senior secured revolver, due 2010;

   * B1 for the $123.8 million senior secured term loan, due 2011;

   * B3 for the $175 million of 8.25% senior subordinated notes,
     due 2012; and

   * B1 corporate family rating

Moody's does not rate the new $54 million of Holdco PIK notes, due
2013, which has been issued through a private placement.  The
rating affirmation balances the company's aggressive financial
posture against its improving operating performance.

Fundamentally, the B1 corporate family rating is supported by:

   * Aearo's leading market position in certain segments of the
     personal protection equipment market;

   * favorable industry fundamentals driven by regulations;

   * increasing consumer awareness and demand for safety products;
     and

   * a track record of solid cash flow generation.

However, the rating is constrained by:

   * the company's considerable debt and leverage;

   * aggressive financial policy driven by its private equity
     ownership; and

   * the cyclicality in its industrial and manufacturing end-
     markets.

The stable rating outlook reflects Moody's expectations that
improving financial performance over the next 12-18 months should
help alleviate concerns over the company's high debt leverage.
Over the medium term, positive rating momentum may develop if good
financial performance can be sustained through a business cycle
and free cash flow is used to reduce debt.  However, a substantial
decline in end-market demand and further capital withdrawal by
equity investors would have negative implications on the ratings.

The $54 million of senior unsecured Holdco PIK notes has been
issued to a single investor in a private placement.  Proceeds of
the new Holdco notes were distributed as cash dividends to
Holdco's shareholders, which consist of Bear Stearns Merchant
Banking, a private equity group, and the management team (with 25%
of ownership).  The shareholder group gained control of the
company through a $385 million buyout in March 2004.  This
distribution followed a $35 million cash dividend payment earlier
this year, and thus the total dividend payment approximated $90
million, representing nearly 90% of the shareholders' equity
investment in the company.  Moody's views the lack of equity
capital a negative credit factor, particularly in a potentially
distressed situation when shareholder support is needed.

Pro forma for this transaction, Aearo would have total gross debt
of approximately $357 million, or approximately 4.8 times
estimated LTM 6/30/05 EBITDA. LTM EBITDA would cover total
interest expense approximately 2.6 times and cash interest 3.5
times, respectively.  The company's good earnings and low capex
requirement have led to relatively strong free cash flow
generation in the past.  Moody's expects the company to generate
free cash flow in the range of $35-40 million per annum over the
next couple years, or 10-11% of total outstanding debt.

The Holdco notes will mature on April 30, 2013, and the PIK
interest will accrue at annual rate of 12%, compounded quarterly.
If the notes remain outstanding through their maturity, they will
over time add considerably to the outstanding debt amount.

The company's liquidity is adequate after the dividend payout,
with approximately $16 million of cash on hand and substantially
all of the $50 million revolving credit facility available.
Moody's expects Aearo to remain comfortably in compliance with all
of its bank financial covenants over the next 12 months.

Aearo Company, based in Indianapolis, Indiana, is a leading
manufacturer in the hearing, eye, face, head and respiratory
segments of the personal protection equipment market.  The company
reported revenues and EBITDA for the latest 12 months ended March
31, 2005 of $394 million and $71.2 million, respectively.


AGILENT TECHNOLOGIES: Selling Lumileds Stake for $948.5 Million
---------------------------------------------------------------
Agilent Technologies, Inc., entered into a Share Purchase
Agreement with Agilent LED International, Philips Lumileds Holding
B.V. and Koninklijke Philips Electronics N.V. pursuant to which
Agilent agreed to sell its stake in Lumileds Lighting
International, B.V., to Philips.

Lumileds is a global joint venture between Agilent and Philips
under a Second Amended and Restated Joint Venture Agreement, dated
as of Nov. 29, 2004, between Agilent and Philips.

Lumileds develops, manufactures and sells LEDs, modules, products
and systems for a broad spectrum of lighting applications,
including automotive lighting, high-brightness traffic signals,
contour lighting and signs, outdoor illumination and white LEDs
for both indoor and outdoor applications. Pursuant to the Share
Purchase Agreement, as of the closing of the transaction the Joint
Venture Agreement and the ancillary agreements will be terminated.

The purchase price payable by Philips to Agilent under the Share
Purchase Agreement is US$948.5 million.  Lumileds will also repay
approximately $51.5 million in outstanding debt due to Agilent
under the Credit Agreement, dated as of Nov. 31, 2001, by and
among Lumileds, Philips, Agilent and Agilent Technologies
Coordination Center S.C./C.V. The transaction is subject to
antitrust approval.

A full-text copy of the Share Purchase Agreement is available for
free at: http://ResearchArchives.com/t/s?ce

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.


AGILENT TECHNOLOGIES: Restructuring to Save $450 Mil. by Mid-2006
-----------------------------------------------------------------
Agilent Technologies Inc. unveiled a restructuring plan to reduce
its Global Infrastructure costs by more than $450 million, and
infrastructure-related employment by about 1,300 jobs.  This
reduction will be accomplished through a combination of employee
transfers to the divestiture and spin-off, attrition and work
force reduction.  Agilent expects this restructuring to be largely
completed around the middle of fiscal year 2006, and the roughly
$200 million implementation cost to be essentially offset by the
proceeds of property and other asset sales.

                           Asset Sales

As reported in the Troubled Company Reporter yesterday, Argos
Acquisition Pte. Ltd., backed by Kohlberg Kravis Roberts & Co. and
Silver Lake Partners bid $2.6 billion to buy Agilent Technologies
Inc.'s semiconductor business in an auction process managed by
Goldman Sachs Group Inc.   A full-text copy of the asset purchase
agreement is available for free at:

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

The Company is also selling its stake in Lumileds Lighting
International, B.V., to Philips Lumileds Holding B.V. for
$948.5 million.

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.


ALLIED HOLDINGS: Wants Lease Decision Period Extended to Dec. 28
----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to extend,
until Dec. 28, 2005, the period within which they can elect to
assume, assume and assign or reject unexpired non-residential real
property leases.

The Debtors are party to at least 55 non-residential real property
leases.  A full-text copy of that List of Leases is available for
free at http://bankrupt.com/misc/alliedleases.pdf

Given the large number of Leases, the Debtors need more time to
determine whether those Leases should be assumed, Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, in Atlanta, Georgia, tells
Judge Drake.

According to Mr. Kelley, the Debtors have paid and will continue
to pay all postpetition lease obligations under the Leases.

Mr. Kelley assures the Court that the landlords will not be harmed
by an extension of the lease decision period because all lease
obligations will continue to be paid.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Look for Bankruptcy Schedules on Sept. 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended Allied Holdings, Inc., and its debtor-affiliates'
deadline to file their Schedules and Statements to Sept. 14, 2005.

The Debtors inform the Court that in view of their substantial
size and the vast amount of information that must be assembled and
compiled, ample cause exists to extend the deadline for filing
their Schedules and Statements.

The Debtors believe that they won't be able to compile all the
information necessary to prepare and file their Schedules and
Statements before the deadline.

Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that the Debtors need to gather the information
from books, records, and documents housed at various locations
and relating to a multitude of transactions.  This will take a
lot of time and effort on the part of the Debtors' already
overburdened employees, Mr. Kelley explains.

The Debtors further believe that employee efforts during the
initial stages of their cases are critical and should be focused
on attending to their businesses and operations to maximize the
value of their estates.

The Debtors currently have several employees working to assemble
the necessary information.  The Debtors anticipate that they will
need at least 45 days from the Petition Date within which to
prepare and file their Schedules and Statements in the
appropriate format.

Mr. Kelley assures the Court that the extension will not
prejudice any party-in-interest.

The Debtors have already filed (i) a list setting forth the names
and addresses of all of their creditors and (ii) a list setting
names, addresses, and claim amounts of creditors holding the 40
largest unsecured claims, excluding insiders, on a consolidated
basis.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Hires JPMorgan as Claims & Noticing Agent
----------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Georgia to employ JPMorgan Trust Company,
National Association, on an interim basis, to:

    (a) serve as their noticing agent to mail notices to creditors
        and other parties-in-interest;

    (b) provide computerized claims, objection, schedule
        preparation and balloting database services; and

    (c) provide expertise, consultation and assistance in claim
        and ballot processing and with the dissemination of other
        administrative information related to their Chapter 11
        cases.

In addition, the Debtors have determined that they will require
JPMorgan's services with respect to the mailing of their
disclosure statement, plan, and ballots; and in maintaining and
tallying ballots in connection with the voting on the plan.

JPMorgan provides comprehensive bankruptcy management services
including data processing, noticing, claims processing, and other
administrative tasks in Chapter 11 cases.

In consideration of the number of anticipated claimants and
parties-in-interest and the nature of their businesses, the
Debtors believe that the appointment of JPMorgan will expedite the
distribution of notices and relieve the Clerk's office of the
administrative burden of processing the notices.

Specifically, JPMorgan will:

    (a) prepare and serve required notices in the Debtors' Chapter
        11 cases, which may include:

        * notice of the commencement of the Debtors' Chapter 11
          case and the initial meeting of creditors pursuant to
          Section 341(a) of the Bankruptcy Code;

        * notice of the claims bar date, if any;

        * notice of objections to claims;

        * notice of any hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

        * other miscellaneous notices to any entities, as the
          Debtors may deem necessary or appropriate for an
          orderly administration of the Debtors' Chapter 11
          cases;

    (b) after the mailing of a particular notice, prepare for
        filing with the Clerk's Office a certificate or affidavit
        of service that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was mailed
        and the date and manner of mailing;

    (c) receive and record proofs of claim and proofs of interest
        filed;

    (d) create and maintain official claims registers, including,
        among other things, the following information for each
        proof of claim or proof of interest:

        (1) the name and address of the claimant and any agent
            thereof, if the proof of claim or proof of interest
            was filed by an agent, and the entity(ies) against
            which the claim was filed

        (2) the date received;

        (3) the claim number assigned; and

        (4) the asserted amount and classification of the claim;

    (e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (f) transmit to the Clerk's Office a copy of the claims
        registers upon request and at agreed upon intervals;

    (g) act as balloting agent which will include the following
        services:

        -- print ballots including the printing of color-coded,
           creditor- and shareholder-specific ballots;

        -- prepare voting reports by plan class, creditor or
           shareholder and amount for review and approval by the
           Debtors and their counsel;

        -- coordinate mailing of ballots, disclosure statement
           and plan of reorganization or other appropriate
           materials to all voting and nonvoting parties and
           provide affidavit of service;

        -- establish a toll-free "800" number to receive
           questions regarding voting on the plan; and

        -- receive and tabulate ballots, inspect ballots for
           conformity to voting procedures, date stamp and number
           ballots consecutively, provide computerized balloting
           database services and certify the tabulation results;

    (h) maintain an up-to-date mailing list for all entities that
        have filed a proof of claim or proof of interest, which
        list will be available upon request of a party-in-
        interest or the Clerk's Office;

    (i) provide access to the public for examination of copies of
        the proofs of claim or interest without charge during
        regular business hours;

    (j) record all transfers of claims pursuant to Rule 3001(e) of
        the Federal Rules of Bankruptcy Procedure and provide
        notice of the transfers as required by Bankruptcy Rule
        3001(e);

    (k) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders and
        other requirements;

    (l) assist the Debtors and provide temporary employees to
        process claims, as necessary;

    (m) promptly comply with further conditions and requirements
        as the Clerk's Office or the Court may at any time
        prescribe; and

    (n) perform other administrative and support services
        related to noticing, claims, docketing, solicitation and
        distribution as the Debtors may request.

In addition, the Debtors want JPMorgan to assist them with, among
other things:

    (a) the reconciliation and resolution of claims;

    (b) preparation of Schedules of Assets and Liabilities and
        Statements of Financial Affairs; and

    (c) the preparation, mailing and tabulation of ballots for the
        purpose of voting to accept or reject any plans of
        reorganization proposed by the Debtors.

JPMorgan's current rates are:

    Professional                            Hourly Rates
    ------------                            ------------
    Vice President / Principal                   $245
    Senior Consultants/Programmers               $175
    Consultants/Programmers                      $135
    Call Center Management                        $91
    Administrative/Clerical                       $56
    Call Center Attendants                        $45

Victoria Pavelick, Vice President of JPMorgan Trust Company,
National Association, tells the Court that the firm represents,
among other things, that:

    a. it is not a creditor of the Debtors;

    b. it will not consider itself employed by the United States
       government and will not seek any compensation from the
       United States government in its capacity as an agent;

    c. by accepting employment, it waives any rights to receive
       compensation from the United States government;

    d. in its capacity as agent, it will not be an agent of the
       United States and will not act on behalf of the United
       States;

    e. in its capacity as agent, it will not misrepresent any fact
       to any person;

    f. it will not employ any past or present employees of the
       Debtors in connection with its work as claims agent;

    g. it will be under the supervision and control of the Clerk's
       Office with respect to the receipt and recordation of
       claims and claim transfers; and

    h. none of the services it will provide as agent will be at
       the expense of the Clerk's Office.

In addition, Ms. Pavelick relates that:

    (a) neither JPMorgan nor any of its employees has any
        connection with the Debtors, their creditors, the Office
        of the United States Trustee or any employees or any other
        party-in-interest, or any of their attorneys or
        accountants;

    (b) JPMorgan is a "disinterested person," as that term is
        defined in Section 101(14), as modified by Section 1107(b)
        of the Bankruptcy Code; and

    (c) neither JPMorgan nor any of its employees hold or
        represent an interest adverse to the Debtors' estates.

According to Ms. Pavelick, the Debtors and an affiliate of
JPMorgan, Chase Equipment Leasing Inc., are parties to an
equipment lease.  The balance remaining on the Debtors' leases
with CEL is $4,000,000 and the Debtors' monthly obligations under
the leases are $155,000, Ms. Pavelick tells Judge Drake.

CEL is a wholly owned direct subsidiary of JPMorgan Chase Bank,
National Association, which is a wholly owned direct subsidiary of
JPMorgan Chase & Co.

In addition, Ms. Pavelick states that similar to CEL, JPMorgan is
an indirect subsidiary of JPMorgan Chase & Co.  However, JPMorgan
and CEL are not in the same line of ownership.  JPMorgan and CEL
do not share any common officers or directors.

Ms. Pavelick assures the Court that except for the service of
notices or other papers in the ordinary course of JPMorgan's
duties as claims and noticing agent, during the pendency of the
Debtors' Chapter 11 cases, JPMorgan will have no contact or
communication with CEL regarding CEL's business relationship with
the Debtors.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMES DEPARMENT: GMAC Wants Preference Complaint Dismissed
---------------------------------------------------------
GMAC Commercial Finance LLC, successor by merger to GMAC
Commercial Credit LLC, reiterates its request that the U.S.
Bankruptcy Court for the Southern District of New York:

   (i) dismiss the Preference Complaint filed by Ames
       Merchandising Corporation against GMAC; and

  (ii) deny Ames' request to enlarge the service period for
       the Complaint.

Charles M. Tatelbaum, Esq., at Adorno & Yoss, LLP, in Fort
Lauderdale, Florida, relates that courts generally consider four
factors in determining whether or not to grant leniency:

   (1) Whether the Applicable Statute of Limitations Would Bar
       the Refiled Action

       Ames and its counsel were well aware of the federal
       requirement that service be effected within 120 days, Mr.
       Tatelbaum tells the Court.  In fact, Ames sought and
       obtained an extension of the 120-day service requirement
       with respect to other defendants -- the clothing
       manufacturers and distributors.  The Court authorized GMAC
       to extend the tolling agreement in December 2003 through
       January 22, 2004.  Ames was unsuccessful in obtaining
       consent to a further extension.

       Despite receiving two extensions by GMAC via tolling
       agreements, Ames ignored the basic rules of civil
       procedure and did nothing to attempt service of the
       Preference Complaint and Summons on GMAC, Mr. Tatelbaum
       points out.  Thus, Ames should not be entitled to extend
       the statute of limitations for over 250 days after the
       expiration of the 120-day period, Mr. Tatelbaum
       emphasizes.

   (2) Whether the Defendant Had Actual Notice of the Claims
       Asserted in the Complaint

       "GMAC CF is a Fortune 500 company and one of the world's
       leading finance corporations," Mr. Tatelbaum relates.
       "Service upon a sophisticated company, such as GMAC CF,
       would have been simple -- the fact that over nine months
       had elapsed between the filing of the Complaint and
       Summons, and no attempt whatsoever to serve same on [GMAC]
       cannot remotely qualify as diligent."

   (3) Whether the Defendant Had Attempted to Conceal the Defect
       in Service

       Ames has failed to allege concealment on the part of GMAC
       or to proffer any evidence to that effect, Mr. Tatelbaum
       argues.  "Contrary to Ames' position, neither GMAC nor
       [its counsel] Hahn & Hessen, ever acted to 'lull' Ames
       Merchandising into a false sense of believing that service
       of the Complaint in conformity with the Federal Rules was
       anything but mandatory."

   (4) Whether the Defendant Would Be Prejudiced by the Granting
       of the Plaintiff's Request for Relief from the Provision

       Mr. Tatelbaum contends that GMAC would be prejudiced by an
       enlargement of time due to its reliance on the mutual and
       total releases executed by both parties in connection with
       the payment of a DIP Loan by Ames to GMAC.

Ames Department Stores filed for chapter 11 protection on Aug. 20,
2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert Togut, Esq.,
Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and Martin J.
Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed $1,901,573,000 in assets and $1,558,410,000 in liabilities.
(AMES Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANCHOR GLASS: Ordered to File Prepetition Tax Returns By Sept. 8
----------------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida directs Anchor Glass Container
Corporation to file state or federal tax returns, if any, which
have not been filed for every year preceding the bankruptcy
petition, by September 8, 2005.

The Debtor is also directed to make all tax deposits timely as
required by the Internal Revenue Service.

All tax payments and deposits must also be made as they become due
during the pendency of the case.

Payment on unemployment taxes may be done with the Department of
Labor and Security in Tallahassee, Florida.  Sales taxes may be
paid to the State of Florida Department of Revenue in
Tallahassee.

Federal tax deposits of social security taxes -- employer and
employee share -- and withholding taxes are to be made within
three banking days after each payroll is made.  Deposits are to
be made in a Federal Reserve Bank or a commercial bank authorized
to accept federal tax deposits.

The Debtor must maintain copies of all tax returns, proof of
payments, and make these available upon request for inspection by
any representative of the appropriate taxing authority, the U.S.
Trustee, or any trustee appointed to the Chapter 11 case.

Failure of the Debtor to comply with the Order during the
pendency of its case will be the basis for the Court to consider
dismissal or conversion of the case or, in the alternative, to
enter orders as may be appropriate under the circumstances.

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


ANCHOR GLASS: Wants to Continue Paying Officers' Compensation
--------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to continue
making monthly postpetition payments of salary, other
compensation, benefits and reimbursement of business expenses
including relocation reimbursements to the Officers in the same
amount and to the same extent as existed prepetition.

Before the Petition Date, the Debtor employed these individuals
to manage and operate its business:

                                                       Annual
   Name                  Position                      Salary
   ----                  --------                      ------
   Mark S. Burgess       Chief Executive Officer     $600,000

   Peter T. Reno         Vice President and           200,000
                         Interim Operating
                         Committee Chairman

   Roger L. Erb          Chief Technology Officer     300,000
                         and Interim Operating
                         Committee Member

   Richard A. Kabaker    Vice President, General      200,000
                         Counsel and Secretary
                         and Interim Operating
                         Committee Member

These Officers oversee all aspects of the Debtor's operations
including sales, finance, accounting, personnel, marketing,
purchasing, distribution and all other general and administrative
functions related to the Debtor's business.

Apart from the salaries, the Debtor also provided the Officers
with additional benefits, including but not limited to, health
insurance, dental insurance, life insurance, executive life
insurance, and 401(k) matching contribution.  The benefits reach
the aggregate amount of $15,000 to $20,000 per year for each of
the officers.

In addition to the salaries and benefits, Mr. Reno is entitled to
other compensation in the aggregate amount of $100,000 over a
term of six months commencing March 2005.  Mr. Burgess is
entitled to reimbursement of relocation expenses for $45,000, a
signing bonus for $50,000, and a target bonus which will be 60%
of the Base Salary.

The Debtor seeks to continue to make monthly postpetition
payments of salary, other compensation, benefits and
reimbursement of business expenses including relocation
reimbursements to the Officers in the same amount and to the same
extent as existed prepetition.

The Debtor has sufficient funds to pay its current operating
expenses with sufficient income remaining to pay Officers
Compensation.

The continuation of Officers Compensation is necessary to
maintain the stability of the Debtor's operations to preserve the
going concern value of the Debtor's assets and to permit
confirmation of the Plan, Robert A. Soriano, Esq., at Carlton
Fields PA, in Tampa, Florida, tells Judge Paskay.

"It cannot be over emphasized that the Officers are being asked
to apply their time and energies to the operation and
reorganization of the Debtor with renewed and even greater vigor,
and it is in the best interest of the Debtor and its estate to
approve the Officers Compensation sought [] to encourage its
Officers to continue to assist the Debtor in its reorganization,"
Mr. Soriano says.

Without the services of the Officers, the Debtor would be
required to employ the services of other individuals who would
likely either require significant training or a higher salary.

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: Court Allows $62 Million Payment to Employees
-----------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida allowed Anchor Glass Container
Corporation to make a $62,727,000 aggregate payment to its
employees for obligations and reimbursable expenses accrued before
the Petition Date.

The Court further allows all banks and financial institutions to
receive, process, honor and pay all checks presented for payment,
and to honor all funds transfer request made by the Debtor related
to Employee Obligations and Reimbursable Expenses, whether the
checks were presented or funds transfer requests were submitted
before or after the Petition Date.

                      Employees Compensation

As of Petition Date, the Debtor employs 2,800 persons on a full-
time basis of which 450 are salaried office, supervisory and
sales personnel.  Of the remaining employees, 90% of the hourly
employees are members of the Glass Molders, Pottery, Plastics &
Allied Workers and 10% are members of United Steelworkers of
America.  The Debtor has two collective bargaining agreements
with each of the employees' unions.

   (1) Wages, Salaries and Compensation

       The aggregate gross monthly payroll to all employees for
       July 2005 was $13 million.

       The $3.4 million of the Unpaid Compensation arises from
       the Debtor's unperformed obligations under union contracts
       for the last eight days' pay period for hourly employees.
       The $800,000 arises from the Debtor's unperformed
       obligations for the last 0.5 weeks for salaried employees.

       Two of the Debtor's employees are temporary employees
       retained and paid through temporary employment agencies.
       The Debtor estimates that $2,000 is due the Temp Agencies.

       The Debtor also employs four entities who are independent
       contractors.  The Debtor estimates that $25,000 is due to
       the independent contractors.

   (2) Vacation and Other Paid Time Off

       Most salaried employees have accrued and unused vacation
       days aggregating $1.9 million.  Most hourly employees have
       accrued and unused vacation days aggregating $8.2 million.

   (3) Employee Benefits

       Annually, the Debtor pays for employees' benefits like:

       -- $28.5 million for health benefits, and
       -- $3 million for insurance benefits.

   (4) Union Employees' Benefits

       The Debtor pays $1.5 million for union employees' retiree
       medical health plan and pension plans.

   (5) Retirement

       The Debtor offers all current employees the opportunity to
       participate in a 401(k) retirement savings plan.  The
       Debtor's annual contributions to the 401(k) plans are
       $2.6 million.

   (6) Workers' Compensation Obligations

       Workers' compensation claims against the Debtor are self-
       insured up to a deductible limit and are covered by a
       third-party policy.  The Debtor pays $4 million annually
       for premiums, claims and administrative fees.

   (7) Reimbursable Business Expenses

       The Debtor estimates that it owes $40,000 consisting of
       prepetition expenses relating to business-related
       expenses.

           Employee Obligations are Priority Claims

The Debtor believes that the vast majority of the employee claims
it seeks to pay are entitled to priority status under Sections
507(a)(3) and 507(a)(4) of the Bankruptcy Code and, individually,
do not exceed $4,925.

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)


ASARCO LLC: Gets Interim OK to Employ Baker Botts as Counsel
------------------------------------------------------------
Baker Botts L.L.P. is the oldest law firm in Texas and it has
assisted ASARCO LLC, from time to time, in a variety of discrete
matters for a number of years.  In 2004, ASARCO engaged Baker
Botts to assist it in resolving the company's and its
subsidiaries' asbestos-related exposure.  More recently, Baker
Botts assisted the company in connection with its decision to
seek reorganization under Chapter 11 of the Bankruptcy Code and
the preparation of the voluntary petition and other pleadings
initiating its bankruptcy case.

ASARCO asks the U.S. Bankruptcy Court for the Southern District of
Texas for permission to employ Baker Botts as its bankruptcy
counsel under a general retainer.

According to Karen C. Paul, Senior Associate General Counsel at
ASARCO, the company's financial affairs are complex and its
business operations are of a nature that frequently requires
highly specialized legal advice.  Baker Botts possesses such
expertise and, as a result of the previous representation, has
developed considerable familiarity with the Debtor's business and
finances.

As legal counsel, Baker Botts will:

   (a) explore restructuring alternatives and develop a
       reorganization strategy;

   (b) develop, negotiate, and promulgate a Chapter 11 plan of
       reorganization;

   (c) advise the Debtor with respect to its rights and
       obligations as debtor-in-possession;

   (d) protect and preserve the Debtor's estate, including the
       prosecution of actions on the Debtor's behalf, the defense
       of any actions commenced against the Debtor, negotiations
       concerning all litigation in which the Debtor is involved,
       and the filing and prosecution of objections to claims
       filed against the Debtor's estate;

   (e) prepare all necessary applications, motions, answers,
       orders, briefs, reports and other papers in connection
       with the administration of the Debtor's estate;

   (f) represent the Debtor at all hearings and proceedings;

   (g) perform all other necessary legal services in connection
       with the Chapter 11 case; and

   (h) continue rendering general, non-bankruptcy legal services
       as the Debtor may request, including environmental,
       corporate, real estate, litigation, tax, labor relations,
       and employee benefits matters.

In accordance with Section 330(a) of the Bankruptcy Code,
compensation will be payable to Baker Botts on an hourly basis,
plus reimbursement of actual, necessary expenses and other
charges incurred.  Baker Botts will employ attorneys and legal
assistants with varying degrees of legal experience, as each
matter may require.

The firm's current standard hourly rates are:

             Professional                  Hourly Rates
             ------------                  ------------
             Partners and Counsel           $350 - $675
             Associates                     $190 - $340
             Legal Assistants               $100 - $170
             Legal Assistant Clerks          $50 - $100

Jack L. Kinzie, a partner at Baker Botts, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                         Court's Ruling

The Court approves ASARCO's application to employ Baker Botts on
an interim basis.  The order will be final if no party files an
objection by Sept. 11, 2005.

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

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


ASARCO LLC: Look for Bankruptcy Schedules on Oct. 10
----------------------------------------------------
Pursuant to Rule 1007(b) and(c) of the Federal Rules of
Bankruptcy Procedure, a Chapter 11 debtor must file its schedule
of assets and liabilities, a schedule of current income and
expenditure, a schedule of executory contracts and unexpired
leases, and a statement of financial affairs within 15 days after
the Petition Date so long as it files a list of its creditors
with the bankruptcy petition.

Karen C. Paul, Senior Assistant General Counsel of ASARCO LLC,
tells the U.S. Bankruptcy Court for the Southern District of Texas
that, due to its large number of creditors, the Debtor requires
additional time to compile and verify the accuracy of the data
needed for the preparation and filing of the Schedules and
Statements.

Under the circumstances, ASARCO anticipates that it will be
unable to complete its Schedules and Statements within 15 days.
The Debtor believes that it needs 60 days to accomplish this
project.

Hence, the Debtor asks the Court to extend the deadline for
filing the Schedules and Statements until Oct. 10, 2005.

Additionally, the Debtor seeks an extension of the deadline to
file a consolidated list of creditors as required by Rule
1007(a)(1).

In lieu of filing a creditor matrix with its petition, the Debtor
had planned to file a complete list of creditors.

However, as a result of the union strike and because of the large
number of its creditors, the Debtor was not able to provide a
complete list of creditors with the Chapter 11 petition.

The Debtor has filed with its petition a list of creditors
holding the 20 largest unsecured claims as well as a partial list
of all creditors.  The Debtor will supplement the list as new
information becomes available and it is able to update the list.

The Debtor anticipates filing a complete consolidated list by
Aug. 24, 2005.

                         Court's Ruling

Judge Schmidt grants the Debtor's request.  The meeting of
creditors will not be scheduled to occur until shortly after the
Schedules and Statements are filed.

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: Can Pay Prepetition Employee Obligations & Wages
------------------------------------------------------------
ASARCO LLC pays 2,400 employees on a weekly, bi-weekly, and
monthly basis, depending on the type and location of the
employee.  As of the Petition Date, the Debtor owes many of its
employees accrued and unpaid wages, salaries, bonuses,
withholdings and unemployment taxes.  The Debtor also has
compensation obligations with respect to vacation or sick pay
that accrued before the Petition Date.

Furthermore, the Debtor withholds certain amounts from its
Employees' paychecks for the benefit of designated recipients for
purposes, including the payment of support payments, credit union
obligations, savings plans, 401(k) plans, and personal accident
insurance.  Taken together, these plans and programs represent
most of the Debtor's Compensation Obligations.

A copy of the Debtor's estimates of its Compensation Obligations
is available for free at http://ResearchArchives.com/t/s?d1

Due to a labor strike, some employees may be owed less than the
Debtor has estimated, while other employees may be owed more due
to unanticipated overtime requirements.

ASARCO also makes payments to a few employees in accordance with
a severance policy.  The Debtor estimates that it is currently
paying severance to fewer than 10 hourly compensated employees
and only two salaried employees.

The Debtor also provides other miscellaneous benefits to its
employees, including parking and bus subsidies, jury duty,
funeral leave, adoption assistance, day care, and relocation pay.
The aggregate annual cost of these benefits is de minimis.

Furthermore, the Debtor reimburses employees who incur a variety
of business expenses in the ordinary course of performing their
duties on behalf of the Debtor.  Since the strike, the Debtor has
incurred additional costs relating workers who have elected to
cross the picket lines and work overtime.  The non-reoccurring
costs include providing meals, lodging, and transportation for
these workers.  The Debtor estimates that it spends between
$70,000 and $100,000 per week in the aggregate on these employee-
related costs.

James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
asserts that it is extremely important that the Debtor be allowed
to pay these prepetition expenses to maintain moral in a
difficult labor situation.

Mr. Prince further states that ASARCO pays certain obligations to
third parties on behalf of its Employees to the extent that the
obligations are business-related to the Debtor's various benefit
plans, programs, and policies, including educational assistance.
Because the Employees and affected third parties do not always
submit claims for reimbursement immediately, it is difficult for
the Debtor to determine the amounts outstanding at any particular
time.

The Debtor provides an estimate of its outstanding obligations
under these programs:

   Program                                    Liabilities
   ---------                                  -----------
   Wages, Salary, and Withholding              $2,048,460
   401(k) Plan (Matching)                          20,000
   Basic Health and Dental Benefits             1,096,500
   Basic Insurance Premiums and Benefits          106,000
   Severance Payments                              20,000
   Work-Related Reimbursement Program              40,000
   Education Reimbursement Program                  5,000
                                              -----------
   TOTAL                                       $3,335,960
                                              ===========

Not one of Debtor's Employees is owed more than the $10,000
aggregate limit established by Section 507(a)(3) of the
Bankruptcy Code.

By this motion, the Debtor sought and obtained Judge Schmidt's
permission to honor and pay in full the accrued and unpaid
compensation, benefit, and reimbursement obligations owed to the
employees as of the Petition Date.

With respect to the Employee Wage and Benefit Obligations that
have been paid, but remain outstanding as of the Petition Date,
the Court also allows the banks to honor the Debtor's checks
regardless of whether they were issued prepetition or
postpetition.

The Court further allows the Debtor to issue new postpetition
checks or fund transfer requests on account of the employee wage
and benefit obligations to replace any prepetition checks or fund
transfer requests that may have been dishonored or denied.

"It is essential that the Debtor immediately establish the
standard of treatment for the Employee Wage and Benefit
Obligations," Mr. Prince says.

"Any delay in paying the Employee Wage and Benefit Obligations
will adversely affect the Debtor's relationship with the
Employees and could irreparably impair Employee morale at the
very time when the dedication, confidence, and cooperation of the
Employees is most critical."

Mr. Prince explains that the Debtor faces the imminent risk that
its operations may be severely impaired if it is not immediately
granted authority to make the payments.  He says employee support
for the Debtor's reorganization effort is crucial, particularly
given the importance of employee morale and initiative in meeting
strict operating schedules and standards.

"At this critical early stage, the Debtor simply cannot risk the
substantial disruption to its business operations that will
result if the Debtor is not permitted to pay the Employee Wage
and Benefit Obligations in the ordinary course of business," Mr.
Prince points out.

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)


ATA AIRLINES: Wants to Pay Foothill Due Diligence Fee
-----------------------------------------------------
ATA Airlines, Inc., intends to obtain a replacement letter of
credit facility on terms more favorable than the terms of its
existing Letter of Credit facility.  To that end, ATA has
conducted arm's-length negotiations with Foothill Wells Fargo
Foothill, Inc.

Pursuant to a July 5, 2005 Proposal Letter, Foothill has offered
to syndicate up to $40 million in replacement facility for ATA on
these terms:

   Facility:        A cash secured letter of credit facility
                    with a maximum credit amount of $40 million.

   Borrower:        ATA Airlines, Inc. and each of its wholly
                    owned subsidiaries.

   Administrative
   Agent:           Wells Fargo Foothill, Inc.

   Expenses:        Borrower would agree to reimburse Agent for
                    all of Agent's out-of-pocket costs and
                    expenses relating to this financing
                    transaction, including, but not limited to,
                    search fees, filing and recording fees,
                    attorneys' fees and expenses, and financial
                    examination expenses.

   Proceeds:        The Proceeds will be used to:

                    (1) cover worker's compensation,

                    (2) support lease payments due the
                        Indianapolis Airport Authority, and

                    (3) cover other L/C needs of the Borrower.

   Term:            24 months.

   Collateral:      All obligations and liabilities under the
                    Facility will:

                       (i) pursuant to Section 364(c)(1) of the
                           Bankruptcy Code, be entitled to
                           exclusive superpriority administrative
                           expense status in the case;

                      (ii) pursuant to Section 364(c)(2), be
                           secured by a first priority perfected
                           security interest in all of Borrowers'
                           cash in an amount not less than
                           $40,000,000 in the possession of Agent
                           or in a bank account maintained with
                           Wells Fargo Bank National Association;
                           and

                     (iii) pursuant to Section 364(d), be secured
                           by senior liens with priority over all
                           liens and security interests in or
                           against the Cash Collateral.

                    Agent will require the maintenance of an
                    additional cash secured deposit equal to 5%
                    of the 30-day average of issued L/Cs to
                    cover fees associated with L/C services
                    under the Facility.

ATA has agreed to pay or reimburse Foothill for all reasonable
costs and expenses incurred by Foothill in connection with
performing due diligence necessary to propose a Replacement
Facility, including a $35,000 expense deposit and work fee.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, clarifies that the Proposal will only be used as a basis
for continued discussions on a definitive agreement on the
Replacement Facility.  The Proposal does not constitute a
commitment of Foothill.

Should the negotiations prove successful, ATA will separately
seek approval of the Definitive Agreement to be executed by the
parties.

                   Ordinary Course Transaction

ATA believes that payment of the Reimbursements is within the
ordinary course of business and, thus, does not require the
U.S. Bankruptcy Court for the Southern District of Indiana's
approval pursuant to Section 363(c)(1) of the Bankruptcy
Code.

However, to provide comfort and certainty to Foothill, ATA asks
the Court to determine that the Reimbursements are permissible
under Section 363(c)(1).

Mr. Nelson asserts that the payment by ATA to Foothill is an
ordinary course of business transaction under the horizontal
dimensions test.  Mr. Nelson explains that L/C facilities are
highly common in many industries, including the airline industry,
as is searching for new financing on terms more favorable than
the terms of existing financing.  In addition, it is reasonably
common for a borrower to pay the due diligence costs and expenses
incurred by a potential financier in determining whether to
provide financing to the borrower.

In addition, the Payment is an ordinary course of business
transaction under the "vertical dimensions" or "reasonable
expectations" test under Sections 363(c)(1).  According to Mr.
Nelson, ATA's creditors could reasonably expect, and should
expect, that the Debtor will try to obtain more advantageous
financing arrangements.  As part of the search for financing, it
can reasonably be expected that ATA will be required to pay the
due diligence costs and expenses incurred by potential lenders.
The Payment does not subject ATA' creditors to economic risks
different than those accepted when they made their decision to
extend credit to ATA.

             Sound Business Justification for Payment

In the alternative, ATA asks the Court to permit the Payment
under Section 363(b)(1).  ATA has determined in its sound
business judgment and in an exercise of its fiduciary duties that
the Payment in connection with further negotiations on a
Definitive Agreement is in the best interests of ATA, its estate
and creditors.

                      Administrative Claim

Section 503(b) affords administrative expense status to certain
claims, including, but not limited to, the actual, necessary
costs and expenses of preserving the estate.

Foothill's reasonable due diligence costs and expenses are
administrative expenses under Section 503(b), Mr. Nelson asserts.
The performance of due diligence by Foothill in connection with
proposing a Replacement Facility is of substantial benefit to the
operation of ATA's business, and Foothill's due diligence costs
and expenses clearly stem from a transaction with ATA as debtor-
in-possession.

To the extent it fails to pay the Reimbursements, ATA requests
that Foothill be allowed an administrative expense claim against
ATA.

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)


ATLANTIC MUTUAL: Moody's Confirms Insurer's B1 Surplus Note Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the B1 surplus note and Baa3
financial strength ratings of Atlantic Mutual Insurance Company
and it subsidiaries.  The outlook on the ratings is now negative.
These actions conclude a review for possible downgrade that was
initiated on October 12, 2004, following certain events and
trends, including:

   * losses due to restructuring charges and catastrophe losses;
     and

   * declining statutory capital.

In confirming the ratings, Moody's notes that since the time the
review was initiated, Atlantic Mutual has taken some corrective
actions including commuting its remaining financial reinsurance
treaties and entering into a strategic affiliation with
Countrywide Insurance Group.  In addition, the company has had
favorable development in loss reserves and new policy issuance and
retention statistics continue to improve.

Moody's said that the commuted reinsurance treaties have been
replaced by a more comprehensive reinsurance cover but that the
new agreement requires the company to retain an increased level of
adverse loss reserve development risk.  While the rating agency
does not view the commutations as impacting the company's economic
capital, the reduction in statutory surplus does create greater
regulatory risk by placing the group in a less favorable position
with respect to regulatory capital.  This risk is especially
pronounced with respect to the payment of interest on the group's
surplus notes, which require regulatory approval.  Nevertheless,
while regulatory capital is lower, the group's underwriting and
investment risk is also lower.

Further, Moody's notes that while the strategic affiliation with
Countrywide Insurance Group may provide potential earnings and
diversification benefit, success in executing the business plan is
a key risk going forward.  Moody's added that the group's ability
to manage its expenses as it transforms to a smaller, regional
writer of affluent personal lines business and its ability to
retain existing customers and distributors and write new business
will continue to be key rating considerations.

The negative rating outlook reflects the group's weak operating
earnings during its transition from a multi line writer to
exclusively affluent personal lines and the uncertainty in the
run-off of commercial lines loss reserves, as well as the inherent
execution risk involved in the recent strategic affiliation with
Countrywide Insurance Group.

Moody's notes that a demonstrated stability in revenues and
earnings (return on policyholder surplus from core operations
above 5%), adverse loss reserve development less than 5% of
reserves, and expense levels in-line with the significantly
reduced business scope (expense ratio in the low 30% range) could
return the company's outlook to stable.

Additional drivers of a stable outlook include a successful
implementation of the affiliation with Countrywide, coupled with
financial leverage in the low 40% range and pretax operating
income coverage of interest expense greater than 1x.

Conversely, meaningful adverse reserve development (greater than
5% of reserves), operating losses, a failure to execute the
Countrywide transaction, financial leverage above 50%, or pretax
operating income coverage of interest expense less than 1x could
lead to a ratings downgrade of Atlantic Mutual.

These ratings were confirmed with negative outlooks:

     Atlantic Mutual Insurance Company:

        * surplus notes at B1, insurance financial
          strength at Baa3

     Centennial Insurance Company:

        * insurance financial strength at Baa3

     ALICOT Insurance Company:

        * insurance financial strength at Baa3

Atlantic Mutual Companies, based in New Jersey, reported a
statutory net loss of $81 million at year-end 2004 and
policyholders' surplus of $241.2 million as of December 31, 2004.


AVCORP INDUSTRIES: Reports Second Quarter Financial Results
-----------------------------------------------------------
Avcorp Industries Inc. reported results for the quarter, three
months and six months ended June 30, 2005.

Revenue for the quarter ended June 30, 2005 was $18,077,000
(2004: $18,111,000), remaining constant from the quarter ended
June 30, 2004.  Most of the Company's growth in revenue during the
current quarter relative to the quarter ended June 30, 2004 is
from new programs with Cessna.  New program sales accounted for
$2,995,000, 48.6% of the production revenues from this customer
(2004: $1,124,000, 34.9%).  Deliveries to Boeing continue to
increase and have increased from the same quarter in the
immediately preceding year.  As anticipated, the Company saw a
decrease in Bombardier sales from regional jet product lines and
it is expected that deliveries to Bombardier will decrease
slightly in the third quarter due to their summer shut down,
before increasing in the fourth quarter.

The increase in the operating loss for the quarter ended June 30,
2005, is attributable to new program start-up costs, which were
expensed during the period.

The growth in revenue is primarily from new programs, which are
typically expected to produce low or negative gross profit margins
as the programs progress down a learning curve and production
efficiencies are achieved.

Improvements in gross margins from the new programs are expected
on a quarter-to-quarter basis.  Gross margins on mature programs
for the current quarter increased to 21.3% over 15.6% for the same
quarter last year.

As a percentage of revenue, administration and general expenses
increased from 9.2% for the quarter ended June 30, 2004, to 9.7%
for the same quarter this year.  The increase in administration
and general expenses is primarily attributable to expenditures
incurred in the development of a low cost supply chain.

Earnings (loss) before interest, income taxes, depreciation and
amortization (EBITDA) was $(1,190,000) for the quarter ended
June 30, 2005, and $(93,000) for the quarter ended June 30, 2004.
The reduction in EBITDA was primarily due to lower gross margins
on new programs.

The order backlog amounted to $472 million as at June 30, 2005,
compared to $490 million as at March 31, 2005.  The reduction in
order backlog is comprised of $18 million of recurring production
revenue during the current quarter.

Avcorp Industries Inc. -- http://www.avcorp.com/-- designs and
builds major airframe structures for some of the world's most
respected aircraft companies, including Bombardier, Boeing and
Cessna.  With over 40 years of experience, more than 500 skilled
employees and a 300,000 square foot facility near Vancouver,
Canada, the company's depth and breadth of capabilities are unique
in the aerospace industry for a company of its size.  Avcorp is a
Canadian public company traded on the Toronto Stock Exchange.

As of June 30, 2005, Avcorp Industries' equity deficit widened to
CDN$42,887,000 from a CDN$37,149,000 deficit at Dec. 31, 2004.


AVNET INC: Moody's Rates Proposed $250 Million Sr. Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service affirmed the debt rating of Avnet Inc.
(senior unsecured at Ba2) and assigned a Ba2 rating to the
proposed offering of $250 million senior notes due 2015, proceeds
of which will be used to repurchase up to $250 million of its
8.00% million senior notes due February 2006 through an open
market tender offer.  Moody's revised its ratings outlook to
positive from stable.

Ratings affirmed include:

   * Senior unsecured rating at Ba2

   * Corporate family rating (formerly senior implied rating)
     at Ba2

   * Shelf registration for senior unsecured and subordinated debt
     ratings at (P)Ba2 and (P)Ba3, respectively.

The revision of Avnet's ratings outlook to positive is based on
the steady progress the company has made to improve operating
margins and working capital management, with the potential to
enhance market position and operating leverage through the $744
million acquisition of Memec Group Holdings Limited which closed
on July 5, 2005.  Avnet's consolidated revenue grew 8% to $11.1
billion based on preliminary results for the fiscal year ended
July 2, 2005, while the company generated $426 million of free
cash flow.

Moody's expects that despite potential fluctuations in quarterly
performance, Avnet should be able to sustain improvements in
credit protection measures that could lead to a potential ratings
upgrade in the near to intermediate term.

The rating affirmation reflects the potential refinancing of $250
million of near term debt maturities, which should modestly
enhance pro forma credit metrics based on current financing
conditions.  Based on preliminary results as of July 2, 2005, the
company had $638 million in cash and equivalents and $1.2 billion
of reported debt.  On July 5, the company closed its acquisition
of Memec, which reduced pro forma cash to $347 million.  Avnet
expects to complete the integration of Memec by the end of fiscal
2006, and realize annualized cost savings of $130 million.

Avnet's ratings could be positively influenced based on continued
consolidated performance levels and the company's progress towards
generating synergies from the Memec acquisition.  Moody's will
look to evaluate the revenue prospects of the combined entity as
well as realizability of expected cost reduction from eliminating
operational and administrative expenses of Memec.  The company
expects to incur total acquisition and restructuring costs of
approximately $100 million.  While Avnet has had success in
integrating over 30 acquisitions over the past 10 years, the
inherent risks associated with integrating acquisitions of this
magnitude could result in some disruption to the operations of
Avnet and Memec over the near term.

For preliminary fiscal 2005 results, the company generated
consolidated operating margin of 2.9%, its highest profitability
level since the beginning of fiscal 2002.  Over the same period,
reported debt to EBITDA leverage stood at 3.2 times while reported
EBITDA to interest expense coverage was 4.5 times, reflecting
broad restoration of credit metrics over the past several
quarters.  Memec generated $2.3 billion in revenue for 2004 and an
estimated $73 million of adjusted EBITDA, which excludes non-
recurring expenses of $17 million over the period.

Avnet Inc., headquartered in Phoenix, Arizona, is the one of the
largest worldwide distributors of electronic components and
computer products, primarily for industrial customers.


AWREY BAKERIES: Monomoy Capital Completes $25M Purchase with Hilco
------------------------------------------------------------------
Monomoy Capital Partners, LLC, completed its acquisition of Awrey
Bakeries, Inc., for approximately $25 million in partnership with
Hilco Equity Management, LLC.  The purchase is the first by
Monomoy since the firm was founded in March 2005 to make
controlling investments in distressed, underperforming or orphan
businesses in the smaller company market.

"Our acquisition of Awrey provides a significant opportunity to
strengthen the business through continued cost reduction, enhanced
manufacturing flow and a significantly improved financial
structure," said Dan Collin, a Monomoy Principal.  "We look
forward to working closely with the Awrey management team to
enhance Awrey's leading position in the baked goods industry and
to create value for our investors and the entire company."

Stephen Presser, Principal at Monomoy, said, "Awrey Bakeries is
just the kind of investment we look for at Monomoy -- a strong,
nationally recognized franchise in an improving market with
operational and financial problems that we can fix."  Mr. Presser
concluded, "We have assembled an exceptional team here at Monomoy,
and we look forward to many years of strong results for both our
investors and the companies we acquire."

The sale of the bakery is pursuant to Awrey's liquidation plan,
which was recently approved by the Court.  Proceeds from the sale
will be distributed to the company's secured creditors and
vendors.

Monomoy and Hilco will invest substantial capital into the
company, recapitalize Awrey's balance sheet, improve the Company's
cost structure and improve the Company's manufacturing process.
Monomoy and Hilco worked closely with United Distributive Workers,
RSDWU, the union for all Awrey employees, to complete the
acquisition, and the union's continuing active participation in
the restructuring is critical to the success of the company.

Alden Knowles, who has 15 years of management experience in the
food processing and marketing industry, will be the new Chief
Executive Officer of Awrey.  Mr. Knowles has held senior
management and turnaround positions at the Bakery Division of
Bunge Foods and Hazelwood Bakeries.  Mr. Knowles and the new
senior management team will execute a complete analysis and
overhaul of the company's products and operations, including an
analysis of opportunities for expansion into higher-margin product
lines.

Monomoy Capital Partners -- http://www.mcpfunds.com/-- is an
experienced team of investment professionals focused on making
controlling investments in underperforming or orphan businesses in
the small company market that require turnaround management,
operational rationalization or financial restructuring.  Monomoy
targets fundamentally sound businesses with revenues less than
$150 million facing a variety of business challenges.

The principals of Monomoy -- Stephen Presser, Daniel Collin,
Justin Hillenbrand and Philip Von Burg -- left KPS Special
Situations Fund in January 2005 to concentrate on restructuring
transactions in the smaller end of the middle market.

Headquartered in Livonia, Michigan, Awrey Bakeries, Inc., is a
national foodservice bakery serving markets ranging from
convenience stores to the U.S. Military.  The Company filed for
chapter 11 protection on Feb. 2, 2005 (Bankr. E.D. Mich. Case No.
05-43106).  Judy B. Calton and Mitchell R. Meisner of Honigman
Miller Schwartz and Cohn LLP, represent the Debtor's in their
restructuring efforts.  Alan Bentley and Scott Burke are
representing Mackinac Parners LLP, the debtor's financial adviser.
When they filed for bankruptcy, the Debtor reported $35.4 million
in assets and $29.2 million in debts.


BANKATLANTIC BANCORP: Registers 6 Mil. Shares for Incentive Plan
----------------------------------------------------------------
BankAtlantic Bancorp registers in the Securities and Exchange
Commission 6,000,000 Class Common Share for issuance under its
2005 Restricted Stock and Option Plan.  The Company proposed to
cap the offering price at $105.75 million at $17.63 per share.

Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., the
Company's counsel, and PricewaterhouseCoopers LLP, have examined
the documents filed by the Company to support its registration of
the common shares.

A copy of its registration filing is available for free at:

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

BankAtlantic Bancorp is a diversified financial services holding
company and the parent company of BankAtlantic and Ryan Beck & Co.

Through these subsidiaries, BankAtlantic Bancorp provides a full
line of products and services encompassing consumer and commercial
banking, and brokerage and investment banking.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Fitch affirmed the ratings of BankAtlantic Bancorp, Inc., (BBX;
long-term senior 'BB+', short-term senior 'B') and its bank
subsidiary, BankAtlantic FSB, and said its Rating Outlook is
Stable.


BIG 5: Lenders Extend Financial Reporting Deadline to Aug. 31
-------------------------------------------------------------
Big 5 Sporting Goods Corporation (Nasdaq: BGFVE) obtained an
extension to Aug. 31, 2005, from the lenders under its financing
agreement, to deliver its audited financial statements for fiscal
2004 as required by its financing agreement.  While the Company
expects to be able to deliver these audited financial statements
by then, if the Company is not able to do so, it intends to seek
another extension, although there is no assurance that one will be
granted.  The Company is in compliance with all of the covenants
contained in its financing agreement.

                  Nasdaq Listing Extension

The Company submitted a request to the Nasdaq Listing
Qualifications Panel for an additional extension of the deadline
for the Company to file its Annual Report on Form 10-K for fiscal
2004 and its Quarterly Report on Form 10-Q for the first quarter
of fiscal 2005.  The Panel had previously agreed to continue the
listing of the Company's securities on the Nasdaq National Market
provided that the Company filed its Annual Report on Form 10-K for
fiscal 2004 and its Quarterly Report on Form 10-Q for the first
quarter of fiscal 2005 on or before Aug. 12, 2005.

The Company notified the Panel that it would be unable to meet the
Aug. 12 deadline and requested a further extension.  There can be
no assurance that an extension will be granted.  If an extension
is not granted, the Company's common stock could be delisted from
the Nasdaq National Market.  In this event, the Company expects
that its shares would trade in the over-the-counter market and the
Company would apply for relisting of its shares on the Nasdaq
National Market as soon as its SEC filings were current.

                     10-K Review Update

Work on the review and associated audit of the Company's Annual
Report on Form 10-K for fiscal 2004 has been substantially
completed.  The Company expects that the review and audit will be
completed and the Form 10-K will be filed shortly.  The Company
also expects that the review of the Quarterly Report on Form 10-Q
for the first quarter of fiscal 2005 will be completed and that it
will be able to file that Form 10-Q shortly after the Annual
Report on Form 10-K is filed.

The Company also was unable to file its Quarterly Report on Form
10-Q for the second quarter of fiscal 2005 by the Aug. 12, 2005
deadline and will file a Form 12b-25 with the Securities and
Exchange Commission to report this.  The completion and review of
this Quarterly Report has been delayed pending the completion and
filing of the Company's Form 10-K for fiscal 2004 and its Form 10-
Q for the first quarter of fiscal 2005.  The Company will file the
Quarterly Report on Form 10-Q for the second quarter of fiscal
2005 as soon as practicable following the filing of the Quarterly
Report on Form 10-Q for the first quarter of fiscal 2005.  The
late filing of the Company's Quarterly Report on Form 10-Q for the
second quarter of fiscal 2005 constitutes an additional basis for
the delisting of the Company's common stock from the Nasdaq
National Market and the Company has notified Nasdaq's Listing
Qualifications Staff of the late filing.  The Company has also
requested an extension of time to file this Form 10-Q.

As the Company announced on July 29, 2005, additional corrections
to its prior financial statements will be required as part of the
previously announced restatement of such financial statements.
The expected cumulative net impact on the Company's net income of
all additional corrections that the Company is aware of at this
time, as well as the adjustments relating to the previously
announced lease accounting changes and sales return reserve, for
fiscal years 2002 through 2004 remains less than 3% of aggregate
net income as preliminarily reported on Feb. 9, 2005, for such
fiscal year periods, which reflected the preliminary adjustments
to address the previously announced error in an account within
accounts payable.  As also stated in the July 29, 2005
announcement, these matters will reduce net income for prior
periods, which the Company anticipates will be reflected in a
balance sheet adjustment for fiscal 2002.

                    Quarterly Cash Dividend

The Company's Board of Directors has voted to declare a cash
dividend, at an annual rate of $0.28 per share of outstanding
common stock.  The next quarterly dividend, of $0.07 per share,
will be paid on Sept. 15, 2005, to stockholders of record as of
Sept. 1, 2005.

                     Financial Restatements

Also, as the Company disclosed on July 29, 2005, additional
corrections to its prior financial statements will be required as
part of the restatement.  The expected cumulative net impact on
the Company's net income of all additional corrections that the
Company is aware of at this time, as well as the adjustments
relating to the previously announced lease accounting changes and
sales return reserve, for fiscal years 2002 through
2004 remains less than 3% of aggregate net income as preliminarily
reported on Feb. 9, 2005, for such fiscal year periods, which
reflected the preliminary adjustments to address the previously
announced error in an account within accounts payable.  As also
stated in the July 29, 2005 announcement, these matters will
reduce net income for prior periods, which the Company anticipates
will be reflected in a balance sheet adjustment for fiscal 2002.

The Company is continuing to work diligently to complete the
review process in connection with the restatement so that its
fiscal 2004 financial statements and the associated audit by KPMG
LLP may be completed in order to permit the filing of the
Company's Annual Report for fiscal 2004 and Quarterly Reports for
the first two quarters of fiscal 2005.  If the Company is unable
to file the Annual Report for fiscal 2004 and the Quarterly Report
for the first quarter of fiscal 2005 by the Aug. 12, 2005,
extension date given it by the NASDAQ Listing Qualifications
Panel, it will request a further extension, but such an extension
may not be granted, in which case its common stock could be
delisted from the NASDAQ National Market.

Big 5 Sporting Goods Corporation (Nasdaq: BGFVE) is a leading
sporting goods retailer in the United States, operating 312 stores
in 10 states under the "Big 5 Sporting Goods" name.  Big 5
provides a full-line product offering in a traditional sporting
goods store format that averages 11,000 square feet.  Big 5's
product mix includes athletic shoes, apparel and accessories, as
well as a broad selection of outdoor and athletic equipment for
team sports, fitness, camping, hunting, fishing, tennis, golf,
snowboarding and in-line skating.


BIRCH TELECOM: Wants Bankruptcy Services as Claims Agent
--------------------------------------------------------
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Bankruptcy Services LLC as their claims, noticing and
balloting agent.

BSI is a data processing firm that specializes in chapter 11
administration, consulting and analysis, including noticing,
claims processing, voting, and other administrative tasks in
chapter 11 cases.  The Debtors believe that BSI will expedite
service of notices, streamline the claims administration process
and permit the Debtors to focus on their reorganization efforts.

BSI is expected to:

   (a) prepare and serve required notices in the Debtors'
       bankruptcy cases, including:

       (1) a notice of commencement of the Debtors' chapter 11
           cases and the initial meeting of creditors under
           Section 341(a) of the U.S. Bankruptcy Code;

       (2) a notice of the claims bar date;

       (3) notices of objections to claims;

       (4) notices of any hearings on a disclosure statement and
           confirmation of a plan of reorganization;

       (5) other miscellaneous notices as the Debtors or the Court
           may deem necessary or appropriate for an orderly
           administration of the Debtor's chapter 11 cases; and

       (6) assist in the publication of required notices, as
           necessary;

   (b) file with the Clerk's Office, within five business days
       after the service of a particular notice, an affidavit of
       service that includes:

       (1) a copy of the notice served;

       (2) an alphabetical list of persons on whom the notice was
           served, along with their addresses; and

       (3) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' chapter 11 cases;

   (d) maintain official claims registers in the Debtor's case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information for
       each claim or interest asserted:

       (1) the name and address of the claimant or interest holder
           and any agent thereof, if the proof of claim or proof
           of interest was filed by an agent;

       (2) the date the proof of claim or proof of interest was
           received by Logan and the Court;

       (3) the claim number assigned to the proof of claim or
           proof of interest; and

       (4) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers as requested by the Clerk's Office;

   (g) maintain a current mailing list for all entities that have
       filed proofs of claim or proofs of interest and make those
       list available upon request to the Clerk's Office or any
       party-in-interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtor's case without charge during regular business hours;

   (i) create and maintain a public access website that contains
       the Debtors' pertinent bankruptcy case information and
       allowing access to electronic copies of the proofs of claim
       or proofs of interests;

   (j) record all transfers of claims pursuant to Bankruptcy
       Rule 3001(e);

   (k) comply with the applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders and
       other requirements;

   (l) provide temporary employees to process claims, as
       necessary;

   (m) promptly comply with any further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (n) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (o) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtor.

Ron Jacobs, the President of BSI, discloses the current hourly
rates of professionals who will work in the engagement:

      Designation/Work                        Hourly Rate
      ----------------                        -----------
      Senior Managers & On-Site Consultants       $225
      Other Senior Consultants                    $185
      Programmer                              $130 - $160
      Associate                                   $135
      Data Entry/Clerical                      $40 -  $60
      Schedule Preparation                        $225

The Debtors believe that Bankruptcy Services LLC is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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


BROOKFIELD PROPERTIES: Earns $165MM of Net Income in 2nd Quarter
----------------------------------------------------------------
Brookfield Properties Corporation reported to the Securities and
Exchange Commission its second quarter financial and operational
results.

Funds from operations prior to lease termination income for the
three months ended June 30, 2005 was $101 million compared to
$94 million for the same period in 2004.  Net income prior to
lease termination income for the three months ended June 30, 2005,
was $41 million compared to $37 million for the same period in
2004.  The 2004 results, which included $60 million of lease
termination income, were FFO of $153 million and net income of
$73 million.

Brookfield's portfolio-wide occupancy rate increased to 94.0% as
at June 30, 2005 compared to 92.7% at the end of 2004.  In
Brookfield's primary markets of New York, Boston, Washington,
D.C., Toronto and Calgary, the occupancy rate at June 30, 2005,
was 95.1% compared to 94.0% at the end of 2004.

                      Operating Highlights

Earned $165 million of net operating income from commercial
property operations for the three months ended June 30, 2005, and
leased 950,000 square feet of space, approximately four times the
amount contractually expiring.  Year-to-date leasing stands at
approximately two million square feet.  At June 30, 2005,
Brookfield reduced its portfolio-wide lease rollover for the year
2005 by 240 basis points to 2.0% from 4.4% at the end of 2004.
Transactional highlights from the quarter include:

   * New York

     -- New 12-year lease of 52,000 square feet with McCarter &
        English at 245 Park Avenue;

   * Washington, D.C.

     -- 10-year expansion for 42,000 square feet with Friedman
        Billings Ramsey at Potomac Tower;

   * Toronto

     -- New leases averaging six years for 42,000 square feet with
        CIBC at Atrium on Bay;

     -- Five-year renewal for 37,000 square feet with Baker &
        McKenzie at Bay Wellington Tower;

     -- Eleven-year renewal for 34,000 square feet with SCGM
        Management at Atrium on Bay;

     -- Five-year expansion and renewal for 32,000 square feet
        with Liberty Mutual Insurance at Bay Wellington Tower;

   * Calgary

     -- New eight-year lease for 23,000 square feet with Petro-
        Canada at Petro-Canada Centre;

     -- New eight-year lease for 23,000 square feet with Enbridge
        Inc. at Fifth Avenue Place ;

     -- New seven-year lease for 23,000 square feet with Highpine
        Oil & Gas at Petro-Canada Centre;

     -- Five-year renewal for 23,000 square feet with BMO Nesbitt
        Burns at Fifth Avenue Place;

   * Minneapolis and Denver

     -- 10-year expansion for 67,000 square feet with Target at
        Minneapolis City Center;

     -- 10-year extension for 50,000 square feet with Meagher Geer
        at 33 South Sixth Street, Minneapolis;

     -- Five-year extension of 57,000 square feet with Nobel
        Energy at World Trade Center, Denver;

                     Development Highlights

Brookfield's development operations earned $24 million of net
operating income in the second quarter of 2005, an increase of
$14 million over the same period in 2004.  This business unit
continues to deliver strong results, with a 33% year-to-date
return on net capital invested.

Brookfield's development operations include the largest land
developer in Western Canada with 47 years' experience building
master-planned communities.  With regional operations in Ontario,
Colorado and Texas, the division's primary markets are Calgary and
Edmonton, Alberta, which as a result of oil sands resources are
currently benefiting from an extremely strong local economy.


Since announcing the $15 million redevelopment project at
Minneapolis City Center, the retail center adjacent to 33 South
Sixth Street Tower, Brookfield has increased the overall occupancy
of 33 South Sixth Street Tower from 53% to 89%.  Target has
increased its occupancy at 33 South Sixth Street to 840,000 square
feet, including 88,000 square feet of converted retail space.

                        Accounting Change

Effective January 1, 2005, the company adopted an amendment to
CICA Handbook section 3861, "Financial Instruments - Disclosure
and Presentation," with retroactive restatement of prior periods.
This amendment requires classification for financial instruments
that are to be settled by a variable number of the company's
common shares upon their conversion by the holder as liability.
As a result, certain of the company's Class AAA preferred shares
previously included in shareholders' equity were reclassified as
liabilities under the caption "Capital Securities." Dividends paid
on these preferred shares have also been reclassified as interest
expense and unrealized foreign exchange movements have been
recorded in income in 2004.

                      Dividend Declaration

The Board of Directors of Brookfield declared a quarterly common
share dividend of $0.18 per share payable on Sept. 30, 2005, to
shareholders of record at the close of business on Sept. 1, 2005.
Shareholders resident in the United States will receive payment in
U.S. dollars and shareholders resident in Canada will receive
their dividends in Canadian dollars at the exchange rate on the
record date, unless they elect otherwise.  The quarterly dividends
payable for the Class AAA, Series F, G, H, I, J and K preferred
shares were also declared payable on September 30, 2005 to
shareholders of record at the close of business on Sept. 15, 2005.

Brookfield Properties Corporation --
http://www.brookfieldproperties.com/-- owns, develops and manages
premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.  Brookfield is inter-listed on the New York and
Toronto Stock Exchanges under the symbol BPO.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating. The outlook is stable.


CENTRAL PARKING: Plans to Buy Back 4.4MM Shares in Dutch Auction
----------------------------------------------------------------
Central Parking Corporation (NYSE: CPC) has commenced a "Dutch
Auction" tender offer to purchase up to 4,400,000 shares of its
common stock at a price per share not less than $14.50 and not
greater than $16.75.  The number of shares proposed to be
purchased in the Dutch Auction tender offer represents
approximately 12% of the Company's shares outstanding as of
Aug. 8, 2005.

The high end of this range represents approximately a 16% premium
above the closing price per share of the common stock of $14.41 on
the New York Stock Exchange on August 3, 2005, the last closing
price prior to the announcement that the Company intended to
pursue a Dutch Auction tender offer as part of its new strategic
plan designed to improve profitability.

Monroe Carell, Jr., Executive Chairman of the Board of Directors,
stated, "This Dutch Auction tender offer is an important part of
the strategic plan that we announced on August 3, 2005.  We
believe investing in our own shares of common stock is an
attractive use of capital and an efficient means to provide value
to our shareholders."

Mr. Carell, the Company's largest shareholder, has advised the
Company that he and his family do not intend to tender any shares
beneficially owned by them.  The Company intends to pay for
tendered shares with available cash on hand and amounts borrowed
under its credit facility.  The offer and withdrawal rights
will expire at 5:00 p.m., New York City time, on Wednesday,
Sept. 14, 2005, unless extended.

The Dealer Manager for the tender offer will be Banc of America
Securities LLC.  D.F. King & Co., Inc. will act as the Information
Agent and SunTrust Bank will act as Depositary.

Under the procedures for a Dutch Auction tender offer, the
Company's stockholders will have the opportunity to tender some or
all of their shares at a price within the $14.50 to $16.75 per
share range.  Based on the number of shares tendered and the
prices specified by the tendering stockholders, the Company will
determine the lowest per share price within the range that will
enable it to buy 4,400,000 shares, or such lesser number of shares
that are properly tendered and not withdrawn.

All shares accepted in the tender offer will be purchased at the
same determined price per share regardless of whether the
stockholder tendered at a lower price.  If holders of more than
4,400,000 shares properly tender and do not withdraw their shares
at or below the determined price per share, then the Company will
purchase shares so tendered by those stockholders owning fewer
than 100 shares who tender all of their shares without proration,
and all other shares will be purchased on a pro rata basis,
subject to the conditional tender offer provisions that will be
described in the offer to purchase to be distributed to
stockholders.

Stockholders whose shares are purchased in the offer will be paid
the determined purchase price in cash, without interest, after the
expiration of the offer period.  The offer is not contingent upon
any minimum number of shares being tendered.  The offer is
subject, however, to a number of other terms and conditions to be
specified in the offer to purchase to be distributed to
stockholders.

No brokerage fees or commissions will be charged to holders of
record who tender their shares directly to the Depositary.
Holders who tender their shares through a broker, dealer or
custodian may be required by such entity to pay a service charge
or other fee.

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading global provider of parking and
transportation management services.  As of June 30, 2005 the
Company operated more than 3,400 parking facilities containing
more than 1.5 million spaces at locations in 37 states, the
District of Columbia, Canada, Puerto Rico, the United Kingdom, the
Republic of Ireland, Mexico, Chile, Peru, Colombia, Venezuela,
Germany, Switzerland, Poland, Spain, Greece and Italy.

                         *     *     *

As reported in the Troubled Company Reporter on March 18, 2005,
Standard & Poor's Ratings Services placed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit rating, on CreditWatch with
negative implications.  This means that the ratings could be
affirmed or lowered following the completion of Standard & Poor's
review.


CHARLES RICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Charles Vurtus Rice
        7138 Leeton Ridge Road
        Warrenton, Virginia 20186

Bankruptcy Case No.: 05-13085

Chapter 11 Petition Date: August 15, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street Ste 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cadle Company                                         $6,386,352
100 North Center Street
Newton Falls, OH 44444

Union Bank                                            $5,950,245
P.O. Box 446
Bowling Green, VA 22427

Provident Bank                                        $3,046,000
P.O. Box 2394
Baltimore, MD 212032394

Provident Bank                                        $2,953,017
P.O. Box 2394
Baltimore, MD 212032394

Commerce Bank of No. VA                               $2,277,183
107 Free Court
Sterling, VA 20164

Union Bank                                            $2,201,650
P.O. Box 446
Bowling Green, VA 22427

Virginia Commerce Bank                                $1,803,132
5350 Lee Highway
Arlington, VA 22207

Provident Bank                                        $1,410,221
P.O. Box 2394
Baltimore, MD 212032394

Union Bank                    Farm land loan          $1,262,720
P.O. Box 446
Bowling Green, VA 22427

Union Bank                    Working Cap Loan        $1,250,000
P.O. Box 446
Bowling Green, VA 22427

Union Bank                    7138 Leeton Ridge Road  $1,250,000
                              Warrenton, Virginia
                              20186
                              Value of security:
                              $800,000

Union Bank                                              $353,936
P.O. Box 446
Bowling Green, VA 22427

Don Owens                                               $342,621
Suite 506
1130 South West Chapman Way
Palm City, FL 34990

Provident Bank                7138 Leeton Ridge Road    $330,000
                              Warrenton, Virginia
                              20186
                              Value of senior lien:
                              $1,604,000

Fauquier Bank                                           $102,000
P.O. Box 561
Warrenton, VA 20188

David Campbell                                           $85,000
6410 Noble Rock Court
Clifton, VA 220242515

Fauquier Bank                                            $69,105
P.O. Box 561
Warrenton, VA 20188

American Express              Credit card                $15,236
P.O. Box 360002               purchases
Ft. Lauderdale, FL 333360002

Wachovia                      Credit card purchases      $15,044
Bank Card Services
P.O. Box 15287
Wilmington, DE 198865287

AT&T Universal Card           Credit card                $13,418
P.O. Box 688902               purchases
Des Moines, IA 503688902


CHYRON CORP: Incurs $200,000 Net Loss in Second Quarter
-------------------------------------------------------
Chyron Corporation (OTCBB: CYRO) reported that for its second
quarter, during which its new microcasting and digital displays
product, ChyTV, was launched, the Company generated revenues of
$5.8 million and incurred a net loss of $0.2 million.  For the
first half of 2005 the Company generated revenues of $11.8 million
and incurred a net loss of $0.4 million.  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
$0.9 million or 18 percent over the $4.9 million reported for
the same quarter last year. The revenues included approximately
$0.1 million 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
percent 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 $0.2 million net loss for the second quarter represented an
improvement compared to a net loss of $0.4 million for the second
quarter of 2004.  The $0.4 million net loss for the first six
months was larger than the $0.1 million net loss for the
comparable 2004 period, and included a net loss from the new
microcasting and digital displays business of $0.5 million.

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 $0.5 million higher than the second quarter of 2004,
primarily due to expenditures of $0.3 million related to the
microcasting and digital displays business, and consulting fees
for Sarbanes-Oxley compliance and new systems implementation of
$0.1 million.  Operating expenses of $7.6 million for the first
half of 2005 were $0.9 million higher than the first half of 2004,
primarily due to expenditures of $0.6 million related to the
microcasting and digital displays business, $0.1 million in
consulting fees for Sarbanes-Oxley compliance and new systems
implementation, and $0.2 million higher employee benefits costs.

At June 30, 2005, the Company had cash on hand of $0.7 million and
working capital of $2.2 million.  For the second quarter of 2005
net cash of $1.1 million was used by operations, including
$0.7 million from changes in operating assets and liabilities.
Net cash of $0.3 million was provided by investing activities,
including receipt of $0.4 million as the final payment from the
Company's sale of its Pro-Bel business in late 2003.

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 $0.1 million.  The Company's bank has granted a
covenant waiver and lowered the covenant's tangible net worth
requirements for the remainder of 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.

Chyron Corporation (OTC BB: CYRO) -- http://www.chyron.com/--  
provides advanced broadcast graphics systems and applications.

As of June 30, 2005, Chyron's equity deficit widened to $1,761,000
from a $1,321,000 deficit at Dec. 31, 2004.


CLOVERLEAF TRANSPORTATION: Case Summary & 18 Largest Creditors
--------------------------------------------------------------
Debtor: Cloverleaf Transportation, Inc.
        4003 Summerville Way
        P.O. Box 667
        Chester, New York 10918

Bankruptcy Case No.: 05-37287

Type of Business: The Debtor is known as the premier shorthaul
                  carrier in the Northeast.  The Debtor is a dry
                  van truckload carrier.  It also offers
                  refrigerated equipment and trailers to handle
                  temperature-controlled products.
                  See http://www.cloverleaftransport.com/

Chapter 11 Petition Date: August 16, 2005

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Lawrence M. Klein, Esq.
                  Drake, Sommers, Loeb, Tarshis, Catania PLLC
                  1 Corwin Court
                  P.O. Box 1479
                  Newburgh, New York 12550
                  Tel: (845) 561-2500
                  Fax: (845) 561-2520

Total Assets: $1,387,574

Total Debts:  $7,344,386

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Atlantic Mutual                            $400,000
   Attn: President
   48 Wall Street, 26th Floor
   New York, NY 10268

   Exeter Equity Funds, LP                    $315,000
   Attn: President
   10 East 53rd Street, 32nd Floor
   New York, NY 10022

   US Bancorp Equipment Finance Inc.           $86,061
   13010 SW 68th Parkway
   Portland, OR 97223

   White's Truck Stop, Inc.                    $57,222
   2440 Raphine Road
   Interstate 81 & 64
   Raphine, VA 24472

   Cottingham & Butler Inc.                    $51,349
   P.O. Box 28
   300 Security Boulevard
   Dubuque, IA 52004

   Panco Petroleum Company Division            $43,169
   284 Main Street
   Highland Falls, NY 10928

   GE Capital Corporation                      $39,918
   44 Old Ridgebury Road
   Danbury, CT 06810

   All American Truck Plazas Inc.              $35,918
   2210 Camp Swatara Road
   Myerstown, PA 17067

   IBM Corporation                             $31,659
   1133 Westchester Avenue
   White Plains, NY 10604

   American Express                            $30,068
   2965 West Corporate
   Lakes Boulevard
   Weston, FL 33331

   Power Auto & Truck Parts                    $25,163
   926 Market Street
   Paterson, NJ 07514-1507

   Donald Mayoras                              $25,000
   27 Kandell Road
   Goshen, NY 10924

   Millis Transfer Inc.                        $24,445
   3416 UPS 121 Gebhart Road
   Black River Falls, WI 54615

   Global Trailer Leasing Services             $22,988
   61 Lincoln Highway
   South Kearny, NJ 07032

   Road Hole Leasing LLC                       $18,274
   315 Sunnymeade Road
   Hillsborough, NJ 08844

   Citibusiness Card                           $17,456
   375 Court Street
   Brooklyn NY 11231

   Network Trailer Leasing Inc.                $15,815
   97 Third Street
   South Kearny, NJ 07032

   MVP Health Plan Inc.                        $15,403
   625 State Street
   Schenectady, NY 12301-2207


COLLINS & AIKMAN: Lear Corp. Ready, Willing & Able to Do a Deal
---------------------------------------------------------------
Lear Corporation delivered a letter to the Chief Executive Officer
of Collins & Aikman Corporation yesterday expressing interest in
acquiring the autoparts maker:

                 [Lear Corporation Letterhead]


                                       August 16, 2005

Mr. Frank Macher
President & Chief Executive Officer
Collins & Aikman Corporation
250 Stephenson Highway
Troy, MI 48083

Dear Mr. Macher:

     We have indicated to your financial advisors our interest in
pursuing discussions regarding a possible transaction with Collins
& Aikman Corporation and its affiliates (collectively, "Collins &
Aikman") that would serve the best interests of our respective
stakeholders, as well as other constituencies, including our
mutual customers.

     Based on recent press reports, we understand that Plastech
Engineered Products, Inc. ("Plastech") has recently submitted an
acquisition proposal to Collins & Aikman. If Collins & Aikman
intends to consider Plastech's offer or any other transaction
proposal, we would welcome the opportunity to participate in that
process. As you know, we have recently announced plans to explore
strategic alternatives with respect to our interior
components/systems business. One potentially attractive
alternative, among others, would be for each company to contribute
some or all of their respective interiors businesses to a newly-
formed joint venture. In this regard, Lear is as well positioned
as any other potential bidder to raise third-party equity
financing if necessary to complete a transaction. We request that
Lear be given access to the information reasonably necessary to
develop a specific transaction structure and proposal and, in any
event, no less and no later access than has been or will be
provided to Plastech or any other prospective bidder.

     Lear Corporation is a leading global supplier of automotive
interior systems, with net sales of approximately $17 billion in
2004. Under the right conditions, we believe that Lear would be
able to complete a mutually beneficial transaction within an
acceptable timeframe. Moreover, we have the industry knowledge,
management infrastructure and experience to effect a smooth
transition for the benefit of Collins & Aikman's customers and
employees.

     We understand the constraints under which Collins & Aikman is
operating and the interests of Collins & Aikman's stakeholders in
consummating a transaction that maximizes value with minimal
execution risk. We are prepared to dedicate the internal and
external resources necessary to evaluate a possible transaction,
and we have already engaged financial, legal and other advisors.

     We look forward to hearing from you regarding Collins &
Aikman's intended process for providing information to, and
evaluating transaction proposals from, interested parties. In the
meantime, we would be pleased to answer any questions you may have
regarding this expression of interest.

                                       Very truly yours,

                                        /s/ David C. Wajsgras

                                       David C. Wajsgras
                                       Executive Vice President &
                                       Chief Financial Officer
cc: Robert E. Rossiter
    Stephen F. Cooper

                          *    *    *

Lear Corporation is one of the world's largest automotive interior
systems suppliers.  For the second quarter of 2005, Lear posted
net sales of $4.4 billion and a net loss of $44.4 million.

As reported in the Troubled Company Reporter on August 2, 2005,
Moody's Investors Service downgraded the senior unsecured debt
rating of Lear Corporation to Ba2 from Baa3.  At the same time the
rating agency assigned a Corporate Family rating (previously
called senior implied) of Ba2, and a Speculative Grade Liquidity
rating of SGL-2, representing good liquidity over the next twelve
months.

As reported in the Troubled Company Reporter on August 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lear Corp. to a speculative-
grade 'BB+' from 'BBB-'.  At the same time, S&P removed the
ratings from CreditWatch with negative implications, where they
had been listed on June 27, 2005.

S&P says its outlook is negative.  "The downgrade reflects the
sharp fall in Lear's operating performance during 2005 because of
severe industry pressures," said Standard & Poor's credit analyst
Martin King.  "It also reflects our reassessment of the company's
business profile given its high exposure to customers and product
segments that are losing market share."

Southfield, Michigan-based Lear has total debt of about $2.4
billion (including operating leases and securitized accounts
receivable).

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: Kroll Seeks Bids for European Businesses
----------------------------------------------------------
Kroll UK is soliciting expressions of interest in the business and
assets of Collins & Aikman Corporation's European trading
businesses.

The businesses were advertised for sale in The Financial Times on
July 29, 2005.

Collins & Aikman Europe operates 23 facilities in nine countries
-- United Kingdom, Italy, Sweden, The Netherlands, Germany, Czech
Republic, Austria, Belgium and Spain.  The European group also has
holdings in Turkey and Brazil.

The European group reported 2004 revenues in excess of $1 billion.

It is not yet known whether the European businesses will be sold
to bidders individually or as a group, according to Auto Industry.

Collins & Aikman Europe was placed into administration on July 15,
2005.

Contact:

           Del Huse
           Kroll Corporate Advisory & Restructuring Group
           10 Fleet Place
           London EC4M 7RB
           e-mail: dhuse@krollworldwide.com

As previously reported in the Troubled Company Reporter on July
21, 2005, Collins & Aikman Corporation and its debtor-affiliates
obtained obtained a "group wide" Administration order pursuant to
the jurisdiction of the English High Court in London.  Simon
Appell and Alastair Beveridge, amongst others, of Kroll have been
appointed joint administrators of each of the companies.

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


COLLINS & AIKMAN: Court Grants Final Nod to Price Increase Deal
---------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan gave final approval of Collins &
Aikman Corporation and its debtor-affiliates' price increase
agreement with their customers.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the $305 million price increase financing is being
provided to the Debtors by Ford Motor Co., General Motors Corp.,
the Chrysler division of DaimlerChrysler AG, Honda Motors Co.,
Toyota SA, and Nissan Motor Corp.

As previously reported in the Troubled Company Reporter, the
costumers foresee a framework to bridge more permanent financing,
a strategic business plan, and contract price negotiations.

According to JPMorgan Chase Bank, NA, as administrative agent for
the senior secured lenders under the DIP Credit Agreement, the
Price Increase Agreement will allow the Debtors to:

   -- maintain and stabilize their operations;

   -- receive immediate relief in the form of substantial price
      concessions from the Customers;

   -- preserve the critically important business relationships
      between the Customers and the Debtors;

   -- provide a framework for further price relief;

   -- provide funds for capital expenditures; and

   -- provide working capital for new product launches costs and
      tooling costs.

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


COLLINS & AIKMAN: Committee Wants Chanin Capital as Banker
----------------------------------------------------------
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 for authority to retain
Chanin Capital Partners as its investment banker, nunc pro tunc to
June 7, 2005.

Chanin is a national investment banking and financial services
firm, which has extensive working with financially trouble
entities in complex financial reorganizations, both in Chapter 11
cases and in and out-of-court restructurings.  Chanin has served
as financial advisor or investment banker to numerous official
committees and debtors-in-possession in some of the largest and
most complex Chapter 11 cases in the country.  The Committee
believes that Chanin has an excellent reputation for the services
it has rendered in Chapter 11 cases throughout the Untied States.

As investment banker, Chanin will:

   a. review and analyze the financial and operating statements
      of the Debtors;

   b. evaluate the assets and liabilities of the Debtors;

   c. review and analyze the Debtors' business and financial
      projections;

   d. evaluate the Debtors' debt capacity and liquidity position
      in light of their projected cash flows, including various
      financial opportunities available to the Debtors;

   e. assist in the determination of an appropriate capital
      structure for the Debtors;

   f. determine a theoretical range of values for the Debtors on
      a going concern basis;

   g. assist the Committee in identifying and evaluating
      candidates for the potential acquisition of certain assets
      of the Debtors as and if applicable;

   h. advise and assist the Committee in negotiations with any
      potential acquirer of certain assets of the Debtors as a
      going concern as and if applicable;

   i. evaluate the sales process for certain assets of the
      Debtors as a going concern as and if applicable;

   j. advise the Committee on tactics and strategies for
      negotiating with the Debtors and other purported
      stakeholders;

   k. render financial advise to the Committee and participate in
      meetings or negotiations with the Debtors and other
      purported stakeholders in connection with the Restructuring
      Transaction;

   l. assist the Committee in preparing documentation required in
      connection with the Restructuring Transaction;

   m. prepare, analyze, and explain a plan of reorganization to
      the various constituencies;

   n. review and analyze potential avoidance actions;

   o. provide the Committee with other appropriate general
      restructuring advice; and

   p. provide expert testimony in the Court with respect to the
      Restructuring Transaction and related transactions.

For its services, Chanin will be paid:

   -- A $150,000 Monthly Advisory Fee for the term of the
      engagement, payable in cash, in advance on the first day of
      each month; and

   -- A Deferred Fee upon consummation of the Restructuring
      Transaction.  The amount of the Deferred Fee will be
      negotiated in good faith by the Committee and Chanin.  The
      Deferred Fee would be payable in cash as an administrative
      expense, upon the effective date of the Restructuring
      Transaction and would be subject to further Court order.

Chanin will also receive expense reimbursement for all of its
reasonable out-of-pocket expenses.

Russell Belinsky, senior managing director of the firm, assures
that Court that Chanin is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

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


COMPOSITE TECH: Okays 30-Day Continuance to Finalize Ch. 11 Plan
----------------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
agreed to a brief continuance (30 days) of its Chapter 11 plan
confirmation hearing to finalize the terms of its settlement with
one litigation claimant and to further settlement negotiations
with others.

CTC reached a settlement in principal with Ascendiant Capital
Group, Inc., Mark Bergendahl, and Bradley Wilhite resolving all
issues among the parties.

"We are extremely pleased that this matter has been resolved by
settlement in lieu of continued litigation," Leonard M. Shulman of
Shulman Hodges & Bastian LLP, CTC's bankruptcy counsel, said.
"The terms of the settlement must now be documented and submitted
to the bankruptcy court for its approval.  Creditors will receive
notice of this settlement prior to the settlement hearing which we
anticipate will occur in the next 30 days."

On the same day as its bankruptcy filing, CTC filed its proposed
plan of reorganization which, if confirmed by the Bankruptcy
Court, would pay its creditors in full.  As reported in the
Troubled Company Reporter on July 11, 2005, the Hon. John E. Ryan
of the U.S. Bankruptcy Court for the Central District of
California approved the Disclosure Statement filed by Composite
Technology explaining its Chapter 11 plan of reorganization.

The bankruptcy court originally scheduled the plan confirmation
hearing for Sept. 8, 2005, and CTC has now agreed to continue this
hearing for 30 days.

Mr. Shulman added: "With the addition of the Ascendiant parties,
we are very pleased that CTC will have additional support for its
plan of reorganization.  We believe a brief continuance of the
plan confirmation hearing will prove to be very beneficial to
provide the time needed to finalize the Ascendiant settlement and
to continue our settlement discussions with other litigants,
including Acquvest.  CTC will continue working with its creditors,
shareholders and all interested parties throughout this process.
The proposed plan addresses all litigation claims and provides for
payment in full (100%) to its creditors."

CTC's Chairman and CEO Benton Wilcoxon added: "We are pleased to
have reached a settlement with Ascendiant and look forward to
further discussions with the remaining claimants.  CTC remains on
track to emerge from bankruptcy to continue with its business of
developing, producing and marketing innovative and cost effective
products including marketing its composite core electrical
conductor cable for the utility industry."

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- provides high
performance advanced composite core conductor cables for electric
transmission and distribution lines.   The proprietary new ACCC
cable transmits two times more power than comparably sized
conventional cables in use today.  ACCC can solve high-temperature
line sag problems, can create energy savings through less line
losses, and can easily be retrofitted on existing towers to
upgrade energy throughput.  ACCC cables allow transmission owners,
utility companies, and power producers to easily replace
transmission lines without modification to the towers using
standard installation techniques and equipment, thereby avoiding
the deployment of new towers and establishment of new rights-of-
way that are costly, time consuming, controversial and may impact
the environment.  The Company filed for chapter 11 protection on
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.
Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the
Debtor in its restructuring efforts.  As of March 31, 2005, the
Debtors reported $13,440,720 in total assets and $13,645,199 in
total liabilities.


COOPER-STANDARD: Earns $7.7 Million of Net Income in Second Qtr.
----------------------------------------------------------------
Cooper-Standard Holdings Inc., reported record second quarter
sales.  The company posted revenue of $489.1 million, up over $4
million compared to the second quarter of 2004. The number
benefited from an $18 million currency impact.  Net income was
$7.7 million for the second quarter of 2005 compared with $31
million for the second quarter of 2004.

Cooper-Standard's EBITDA was $53.6 million for the second quarter
compared to $63.1 million for the same period in 2004.  After
accounting for restructuring, purchase accounting adjustment
related to tooling projects, and unrealized foreign exchange
losses on acquisition-related indebtedness, Adjusted EBITDA for
the second quarter was $56.5 million, or 11.5 percent of sales,
compared to $70.6 million, or 14.6 percent of sales, in the second
quarter of 2004.  This is a slight improvement from first quarter
results of $53.5 million, or 11.4 percent of sales. Year-to-date
Adjusted EBITDA for the first six months was $110 million compared
to $138.6 million last year.  Higher raw material costs accounted
for substantially all of this difference.

Through the first six months, the company generated cash flow from
operating activities of $60.5 million, $40.2 million after capital
spending.  This allowed the company to continue to finance its
operations without drawing down on its $125 million revolving
credit facility.

"The second quarter was a solid one for us," said Jim McElya,
president and CEO, Cooper-Standard Automotive.  "We posted record
sales, settled purchase-related payments, maintained a strong cash
position, lowered our debt, and improved our balance sheet.  All
of this was accomplished during a challenging time in the
industry, including production volume and price pressures from
customers, and increased raw material costs."

Headquartered in Novi, Michigan, Cooper-Standard Automotive Inc.,
-- http://www.cooperstandard.com/-- is a leading global
automotive supplier specializing in the manufacture and marketing
of systems and components for the transportation industry.
Products include body sealing systems, fluid handling systems, and
NVH control systems.  Cooper-Standard Automotive Inc. employs more
than 14,000 people across 47 facilities in 14 countries.

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners V, L.P.

The Cypress Group is a private equity investment firm managing
more than $3.5 billion of capital.  Cypress has an extensive track
record of making growth-oriented investments in targeted industry
sectors and building equity value alongside proven management
teams.

GS Capital Partners V, L.P. and affiliated funds currently serves
as Goldman Sachs' primary investment vehicle for direct private
equity investing.  Goldman Sachs, directly and indirectly through
its various Principal Investment Area managed investment
partnerships, has invested over $16 billion in over 500 companies
since 1986 and manages a diversified global portfolio.

                       *     *     *

As reported in the Troubled Company Reporter on Jun. 22, 2005,
Standard & Poor's Ratings Services revised its outlook on Novi,
Michigan-based Cooper-Standard Automotive Inc. to negative from
stable.  The ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.  Cooper-Standard is a global
manufacturer of fluid-handling systems, body-sealing systems, and
active and passive vibration control systems for the automotive
industry.  The company, controlled by unrated GS Capital Partners
2000 LP and Cypress Group LLC, had total balance-sheet debt of
$907 million at March 31, 2005.  (The equity sponsors acquired
Cooper-Standard from Cooper Tire & Rubber Co. in December
2004.)


DIVINITY PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Divinity Properties, LLC
        aka Hunters Ridge Apartments
        P.O. Box 16082
        Memphis, Tennessee 38186

Bankruptcy Case No.: 05-32400

Type of Business: The Debtor operates an apartment building
                  located in Memphis, Tennessee.

Chapter 11 Petition Date: August 15, 2005

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Larry D. Austin, Esq.
                  Austin & Patterson, PLLC
                  8596 Farmington Boulevard, Suite 3
                  Germantown, Tennessee 38139
                  Tel: (901) 761-7777
                  Fax: (901) 682-2550

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Smith Investments             Trade debt                $130,000
P.O. Box 284
Millington, TN 38083

Memphis Light, Gas & Water    Trade debt                 $18,000
P.O. Box 530
Memphis, TN 38101-0530

Terminix                      Trade debt                  $3,143
Suite 2
3955 Whitebrook
Memphis, TN 38118

Home Depot Credit Services    Trade debt                  $1,000
P.O. Box 6029
The Lakes, NV 88901-6029

Compu Count                   Trade debt                    $700
3467 Fox Leigh
Memphis, TN 38115

Rainbow Pet Control, Inc.     Trade debt                    $372
Suite 108
1128 Winchester Road
Memphis, TN 38116


DORAL FINANCIAL: Nasdaq Extends Compliance Deadline to Sept. 30
---------------------------------------------------------------
Doral Financial Corporation (NYSE:DRL) said that on Aug. 1, 2005,
the Company received notice from The Nasdaq Stock Market that a
Nasdaq Listing Qualifications Panel had extended to Sept. 30,
2005, the deadline for the Company to come into full compliance
with Nasdaq Marketplace Rule 4310(c)(14).

The Nasdaq Listing Qualifications Panel's decision to continue the
listing of the Company's:

    * 7% Noncumulative Monthly Income Preferred Stock,
      Series A,

    * 8.35% Noncumulative Monthly Income Preferred Stock,
      Series B, and

    * 7.25% Noncumulative Monthly Income Preferred Stock,
      Series C,

on Nasdaq is subject to the condition that the Company files its
Quarterly Reports on Form 10-Q for the periods ended March 31,
2005 and June 30, 2005, and all filings that reflect restatements
for prior periods, where required, on or before Sept. 30, 2005.

As previously announced, on May 19, 2005, the Company received a
notification from The Nasdaq Stock Market Listing Qualifications
Department that the Company was not in compliance with the
reporting requirements for continued listing of the Preferred
Stock set forth in Nasdaq Marketplace Rule 4310(c)(14) because of
the Company's failure to file its Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2005.

On Aug. 12, 2005, the Company received an additional notification
from The Nasdaq Stock Market Listing Qualifications Department
stating the Company was not in compliance with the reporting
requirements for continued listing of the Preferred Stock set
forth in Nasdaq Marketplace Rule 4310(c)(14) based on the
Company's failure to timely file its Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2005.  The failure to file
the second quarter 10-Q constitutes a separate and distinct basis
for delisting of the Preferred Stock from Nasdaq under Nasdaq
Marketplace Rule 4310(c)(14).  However, as noted above, the
extension until September 30, 2005 also applies to the Quarterly
Report on Form 10-Q for the second fiscal quarter.

The Company continues to work expeditiously to complete the
previously announced restatement of its financial statements for
one or more of the periods ending on or prior to Dec. 31, 2004,
and to become current in its filings with the Securities and
Exchange Commission.

Doral Financial Corporation, a financial holding company, is the
largest residential mortgage lender in Puerto Rico, and the parent
company of Doral Bank, a Puerto Rico commercial bank, Doral
Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency, Inc., and
Doral Bank FSB, a federal savings bank based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2005,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (Doral; NYSE:DRL), including Doral's
long-term counterparty credit rating, which was lowered to 'BB'
from 'BB+'. The ratings remain on CreditWatch Negative, where they
were placed on April 19, 2005.

"The ratings actions follow Doral's announcement that it is in
technical default with two of its bond indentures as a result of
not filing timely first-quarter financial statements," said
Standard & Poor's credit analyst Michael Driscoll.  "The debt is
question totals about $1 billion.  The trustee or the holders of
25% of the outstanding principal amount of the securities can
accelerate the maturity of the debt after providing Doral with a
notice of default."


DORIAN GROUP: Former Owners Win Back Reference Recordings
---------------------------------------------------------
The Business Review reports that former owners of the Reference
Recordings are again the owners of the music company.  Reference
merged with the Dorian Group of Troy in 2003.

Marcia Martin and her partners sued the Dorian Group Ltd. alleging
that they hadn't been paid for the recording label.  The state
Supreme Court in Troy, New York, ruled in favor of Ms. Martin and
her partners.  The company's assets were returned to the former
owners, ending the merger with Dorian, related the Business
Review.

Dick Weiz, Esq., at Russ Andrews Woods & Goodyear LLP, represents
Ms. Martin and her partners.

Based in Troy, N.Y., Dorian Group Ltd. -- http://www.dorian.com/
-- produces and releases audiophile-quality recordings of fine
classical and acoustic traditional music.  The Company filed for
chapter 11 protection on Jan. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-10056).  Robert J. Rock, Esq., in Albany, New York, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $10 million to $50
million in assets and $1 million to $10 million in debts.


EASTMAN KODAK: S&P Lowers Senior Unsecured Debt Rating to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
debt rating on Eastman Kodak Co. to 'BB-' from 'BB', based on the
company's plan to add $2.7 billion in secured credit facilities to
its capital structure.  All of Standard & Poor's credit ratings on
Kodak, including its 'BB' corporate credit rating, remain on
CreditWatch, where they were placed with negative implications on
July 21, 2005, as a result of concern about the company's limited
liquidity.

"The ratings remain on CreditWatch because it is not clear how
significantly the proposed facilities will improve the company's
liquidity," said Standard & Poor's credit analyst Steve Wilkinson.

The terms of the $2.7 billion in committed credit facilities,
which are being underwritten by Citigroup Global Markets Inc., are
not disclosed and may be subject to final negotiations.

The senior unsecured debt rating on Kodak was lowered because
recovery prospects for these creditors will likely be reduced as a
result of the pending addition of a large layer of secured debt.
The specific collateral pledged to the pending secured credit
facilities is not known at this point, but Kodak's senior
unsecured bond indenture restricts the company from pledging U.S.
manufacturing plants and related property.  The senior unsecured
debt ratings could be lowered an additional notch below the
corporate credit rating, to 'B+', after evaluating the collateral
pledged to the secured creditors and the potential for the claims
of the unsecured debtholders on foreign assets to be structurally
subordinate to the liabilities of these foreign entities.

Resolution of the CreditWatch listing will follow a full review of
the terms of the secured credit facilities, including financial
covenants, and an evaluation of how the pending credit facilities
improve the company's liquidity and affect the recovery prospects
of the senior unsecured lenders.


ENRON CORP: JPMorgan Settles MegaClaims Suit for $1 Billion
-----------------------------------------------------------
Enron Corp. reached an agreement with JPMorgan Chase and its
affiliates to settle JPMC's portion of the Enron MegaClaims
litigation.  According to the terms of the agreement, JPMC will
pay Enron at least $350 million in cash.  JPMC also agreed to
subordinate or pay for the allowance of claims with a value of
$660 million.  The settlement is valued at approximately
$1 billion.

"[Yester]day's settlement is a tremendous financial outcome for
the Enron estate," said Stephen Cooper, Enron's interim CEO and
chief restructuring officer.  "We are encouraged by the momentum
of the recent MegaClaims settlements and look forward to working
with the remaining financial institutions to get these issues
behind us."

The MegaClaims litigation generates value for the Enron estate
through both cash recovery and claims reduction.  Settlements
announced to date provide for $665 million of cash payments and
the subordination or cash in lieu of subordination of
approximately $3 billion in claims.

"This latest settlement reached with JPMorgan Chase is our fourth
agreement to date and our first with a U.S.-based financial
institution," added John J. Ray III, Enron's Board Chairman. "This
settlement achieves a significant milestone towards settling the
MegaClaims litigation and delivers on the goal to deliver value to
creditors as rapidly as possible."

The agreement, which also resolves other litigation and claims
between Enron and JPMC, remains subject to the approval of the
United States Bankruptcy Court for the Southern District of New
York.

The MegaClaims litigation is an adversary proceeding filed by a
group of Enron Debtors against, among others, financial
institutions and Enron insiders that allegedly bear substantial
responsibility for Enron's collapse.  The MegaClaims litigation is
pending in the New York Bankruptcy Court.

Enron's complaint includes claims that the banks:

   -- aided and abetted breaches of fiduciary duties;
   -- aided and abetted fraud; and
   -- engaged in civil conspiracy.

The suit also includes bankruptcy-based claims relating to
equitable subordination; preferential and/or fraudulent transfers;
and the re-characterization of certain transactions.

                     Remaining Defendants

Financial institutions still to settle in the MegaClaims
litigation include:

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

                       Other Settlements

To date, Enron has achieved a $364.8 million settlement in the
MegaClaims litigation from these financial institutions:

    * Canadian Imperial Bank of Commerce, which agreed to pay
      $250 million in cash and fully subordinate approximately
      $40 million in claims held by the bank.  CIBC also agreed to
      pay Enron $24 million to permit Enron to allow approximately
      $80 million in claims transferred by CIBC to third parties.

    * The Royal Bank of Scotland, which agreed to pay Enron
      $41.8 million in cash.  In addition, RBS will subordinate or
      assign to Enron approximately $329 million of claims filed
      by RBS in the Enron bankruptcy in return for a $20 million
      cash payment from the estate.  This agreement resolves all
      open issues between Enron and RBS.

    * The Royal Bank of Canada, which agreed to pay $49 million to
      Enron, comprising of:

      -- $25 million in cash to settle claims against the bank and
         other members of the RBC financial group; and

      -- $24 million in cash to allow Enron to pursue $114 million
         of claims held by RBC or transferred by RBC to third
         parties.

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

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: TD Bank Settles Portion of MegaClaims Dispute for $130 Mil.
------------------------------------------------------------------
Enron Corp. reached an agreement with The Toronto Dominion Bank,
Toronto Dominion (Texas) Inc., and TD Securities (USA) LLC to
settle TD's portion of the Enron MegaClaims litigation.  According
to the terms of the agreement, TD will pay Enron $70 million in
cash.  TD also agreed to subordinate $55.6 million in held claims
and pay $60 million for the allowance of approximately
$320 million in claims transferred by TD to third parties.

"We are pleased with [yester]day's agreement with TD and
encouraged by the momentum of the settlements Enron has negotiated
over the past several weeks," said Stephen Cooper, Enron's interim
CEO and chief restructuring officer. "The terms of this settlement
reflect the modest role we believe TD played relative to others
involved in this case. We hope to be able to continue to work with
the remaining institutions in this litigation to move the process
forward."

"I am pleased that we have dealt with this bankruptcy litigation,"
said Ed Clark, President and Chief Executive Officer, TD Bank
Financial Group.  "The work we have done over the last two years
to strategically reposition the Bank, strengthen our balance sheet
and diversify our earnings potential through strategic
acquisitions has positioned us well no matter what the markets or,
in this instance, past circumstances, may throw our way."

"We have agreed to a negotiated settlement in this matter because
we thought it was preferable to the time, expense and
unpredictability of litigation and for that reason, believe that
it is in the best interest of our shareholders," said Mr. Clark.

The agreement provides for the resolution of all claims between
the parties.  In making the settlement, TD has denied any wrong-
doing or liability.   The settlement is subject to the approval of
the United States Bankruptcy Court for the Southern District of
New York.

The MegaClaims litigation generates value for the Enron estate
through both cash recovery and claims reduction.  Settlements
announced to date provide for $735 million of cash payments and
the subordination or cash in lieu of subordination of over
$3 billion in claims.

"The TD agreement is the fifth settlement reached with financial
institutions," added John J. Ray III, Enron's Board Chairman.
"[Yester]day's announcement reflects our determination to resolve
the litigation and continue to deliver value to creditors as
quickly as possible."

The agreement, which resolves all open issues between Enron and
TD, remains subject to the approval of the United States
Bankruptcy Court for the Southern District of New York.

The MegaClaims litigation is an adversary proceeding filed by a
group of Enron Debtors against, among others, financial
institutions and Enron insiders that allegedly bear substantial
responsibility for Enron's collapse.  The MegaClaims litigation is
pending in the New York Bankruptcy Court.

Enron's complaint includes claims that the banks:

   -- aided and abetted breaches of fiduciary duties;
   -- aided and abetted fraud; and
   -- engaged in civil conspiracy.

The suit also includes bankruptcy-based claims relating to
equitable subordination; preferential and/or fraudulent transfers;
and the re-characterization of certain transactions.

                        Remaining Defendants

Financial institutions still to settle in the MegaClaims
Litigation include:

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

                        Other Settlements

To date, Enron has achieved a $1.3 billion settlement in the
MegaClaims litigation from these financial institutions:

    * JPMorgan Chase, which agreed to pay at least $350 million in
      cash.  JPMC also agreed to subordinate or pay for the
      allowance of claims with a value of $660 million.  The
      settlement is valued at approximately $1 billion.

    * Canadian Imperial Bank of Commerce, which agreed to pay
      $250 million in cash and fully subordinate approximately
      $40 million in claims held by the bank.  CIBC also agreed to
      pay Enron $24 million to permit Enron to allow approximately
      $80 million in claims transferred by CIBC to third parties.

    * The Royal Bank of Scotland, which agreed to pay Enron
      $41.8 million in cash.  In addition, RBS will subordinate or
      assign to Enron approximately $329 million of claims filed
      by RBS in the Enron bankruptcy in return for a $20 million
      cash payment from the estate.  This agreement resolves all
      open issues between Enron and RBS.

    * The Royal Bank of Canada, which agreed to pay $49 million to
      Enron, comprising of:

      -- $25 million in cash to settle claims against the bank and
         other members of the RBC financial group; and

      -- $24 million in cash to allow Enron to pursue $114 million
         of claims held by RBC or transferred by RBC to third
         parties.

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

                       Class Action Suit

TDBFG is a defendant in other Enron-related litigation, including
a securities class action pending in Texas, known as the "Newby"
action.  Therefore, the Bank also announced an increase of
$300 million to its existing litigation reserve resulting in an
after-tax charge of CDN $238 million, to be recorded in the third
quarter.

"Because there have been no settlements reached for the securities
action with any of the less involved banks, it is difficult to
know what reserves are prudent.  It would be reasonable to argue,
given the facts of our involvement in Enron, that we should be
able to resolve any claim for quite a small amount.  On the other
hand, given the uncertainties in this situation, it would seem
prudent to increase our reserve," noted Mr. Clark.

"This file has been upsetting to our shareholders and our
employees and I regret the economic cost to the Bank.  I want to
reassure all of our shareholders that this unfortunate situation
has not deflected us from our core business strategy.  We have
strategies in place in both Canada and in the U.S. which will
drive strong growth in earnings.  The additional reserves taken
this quarter can be absorbed without reducing capital from second
quarter levels," concluded Mr. Clark.

Marking 150 years of service to Canadians in 2005, The Toronto-
Dominion Bank and its subsidiaries are collectively known as TD
Bank Financial Group.  TD Bank Financial Group serves more than
14 million customers in four key businesses operating in a number
of locations in key financial centres around the globe: Canadian
Personal and Commercial Banking including TD Canada Trust; Wealth
Management including the global operations of TD Waterhouse;
Wholesale Banking, including TD Securities; and U.S. Personal and
Commercial Banking through TD Banknorth.  TD Bank Financial Group
also ranks among the world's leading on-line financial services
firms, with more than 4.5 million on-line customers.  TD Bank
Financial Group had CDN$359 billion in assets, as of April 30,
2005.  The Toronto-Dominion Bank trades on the Toronto and New
York Stock Exchanges under the symbol "TD".

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 CORP: Agrees to Let Vanguard File Amended Claims on Oct. 27
-----------------------------------------------------------------
As previously reported, Enron Corporation and its debtor-
affiliates objected to Claim Nos. 14046 and 14049 filed by the
Vanguard Group, Inc., for $12,614,625 and $54,875,000.

Vanguard, however, maintains that:

    (i) contrary to the Debtors' allegations, Rule 9(b) of the
        Federal Rules of Civil Procedure and the Private
        Securities Litigation Reform Act do not apply to the
        claims; and

   (ii) the Claims are prima facie evidence of their validity, as
        provided under Rule 3001(f) of the Federal Rules of
        Bankruptcy Procedure.

Pursuant to a stipulation, the parties agree that Vanguard will
amend the Claims to include these causes of action as bases of
the Claims:

     -- Section 10(b) of the Securities Exchange Act of 1934 as
        amended and Rule 10b-5 under the Act;

     -- all aspects of common law fraud under the common law of
        the State of New York, the State of Texas and the
        Commonwealth of Pennsylvania.

Vanguard will file and serve the Amended Claims on or before
October 27, 2005.

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

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


ESCHELON TELECOM: Raises $69.8 Million in Initial Public Offering
-----------------------------------------------------------------
Eschelon Telecom, Inc., (NASDAQ: ESCH) reported the consummation
of its initial public offering of 5,357,143 shares of its common
stock at $14.00 per share.  The offering resulted in net proceeds
to the company of $69.8 million.  The company and certain
stockholders have granted the underwriters a 30-day option to
purchase up to an additional 803,571 shares.  A portion of the
proceeds will be used to redeem a portion of the company's
outstanding 8 3/8% senior second secured notes due 2010.  The
company's common stock is quoted on the Nasdaq National Market
under the symbol "ESCH" and commenced trading on August 4, 2005.

Lehman Brothers Inc. and Jefferies & Company, Inc. served as joint
book-running managers of the offering.  UBS Securities LLC acted
as a joint lead manager.

A copy of the final prospectus relating to the offering may be
obtained from:

               Lehman Brothers Inc.
               c/o ADP Financial Services
               Integrated Distribution Services
               1155 Long Island Avenue
               Edgewood, New York 11717
               Tel: (631) 254-7106

                     -- or --

               Jefferies & Company, Inc.
               Attn.: Equity Capital Markets
               520 Madison Avenue
               New York, NY 10022
               Tel: (212) 284-2342

Eschelon Telecom, Inc. is a facilities-based competitive
communications services provider of voice and data services and
business telephone systems in 19 markets in the western United
States.  Headquartered in Minneapolis, Minnesota, the company
offers small and medium-sized businesses a comprehensive line of
telecommunications and Internet products.   Eschelon currently
employs approximately 1,130 telecommunications/Internet
professionals, serves over 50,000 business customers and has
approximately 380,000 access lines in service throughout its
markets in Minnesota, Arizona, Utah, Washington, Oregon, Colorado,
Nevada and California.

                         *     *     *

As reported in the Troubled Company Reporter on April 28, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the $100 million 8 3/8% senior second secured notes due 2010
issued by Eschelon Operating Co., a wholly owned subsidiary of
Minneapolis, Minnesota-based competitive local exchange carrier
Eschelon Telecom Inc.  Proceeds from these notes, which were
issued under Rule 144A with registration rights, have been used to
refinance bank debt.  Simultaneously, Standard & Poor's affirmed
Eschelon's 'CCC+' corporate credit rating.  The outlook is
developing.


FEDERAL-MOGUL: Wants to Enter into Amended IBM Agreements
---------------------------------------------------------
Federal-Mogul Corporation seek the U.S. Bankruptcy Court for the
District of Delaware's permission to enter into an amended
set of agreements with International Business Machines
Corporation relating to Federal-Mogul Corporation's information
systems at all of its facilities.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, relates that the IBM
Agreements:

    (x) represent the Debtors' implementation of a uniform
        information system on a worldwide basis, and

    (y) provide for IBM to install the leading "enterprise
        resource planning" software system into the Debtors'
        facilities worldwide.

The IBM Agreements, Mr. O'Neill continues, arose out of the
Debtors' ongoing efforts to reduce operational costs and become
more efficient and profitable.

As a result of Federal-Mogul's acquisition strategy in the late
1990s, the portfolio of information systems at the Debtors'
facilities is significantly larger than those of many of their
competitors or other comparable enterprises, Mr. O'Neill says.

To streamline information services, Federal-Mogul has adopted the
SAP software system as the global ERP system standard.  SAP is
the world's largest inter-enterprise company and third-largest
independent software supplier.  SAP's automotive information
solution is becoming the industry standard.

By adopting a uniform information system on a global basis,
Federal-Mogul expects to:

    -- be able to streamline processes;

    -- improve relationships with its customer base through
       improving product quality and delivery times;

    -- manage internal controls and process compliance on a global
       Basis; and

    -- be more responsive to market pressures.

Mr. O'Neill notes that Federal-Mogul's plan for implementing the
SAP system on a global basis is to enlist IBM's expertise to
assist in the design, development and deployment of a global SAP
configuration.  Federal-Mogul has worked with IBM on numerous
occasions in the past, most notably in outsourcing certain shared
services responsibilities to IBM -- the GSS Initiative.

The IBM Agreements represent a modification of a portion of the
GSS Initiative, Mr. O'Neill tells the Court.  Because the
planning for the GSS Initiative took place before the decision to
take the SAP program global, the GSS Initiative did not reflect
Federal-Mogul's current desire to implement a global information
services system.  Ultimately, implementation of the GSS
Initiative without some modifications to reflect the SAP program
would limit the value of the SAP ERP system.

Therefore, Federal-Mogul and IBM have agreed to modify a portion
of the GSS Initiative to incorporate the SAP Project.  The SAP
Project provides for the implementation of the SAP system on a
worldwide basis over the next three years.  The SAP Project will
be funded by redirecting spending that Federal-Mogul otherwise
would have spent on the enhancement of existing information
systems.

Mr. O'Neill points out that although less expensive, implementing
the SAP Project without outside assistance would likely require
an additional 12-18 months.  "In light of [Federal-Mogul's]
commitment to streamlining operations and becoming more
efficient, delaying the completion of the SAP Project for any
substantial period of time would not be desirable," Mr. O'Neill
says.

Mr. O'Neill adds that after reviewing comparable programs, no
other product was sufficiently integrated and flexible to suit
Federal-Mogul's global needs.

Because the IBM Agreements are in some ways derivative of the
structure generated by the GSS Initiative, the documentation of
the SAP Project follows and amends the framework of the GSS
Initiative.  The GSS Initiative agreements mainly consisted of a
master agreement covering the framework for the overall
relationship between Federal-Mogul and IBM and a country
agreement for each country in which Federal-Mogul has facilities
for which IBM would provide services.

Mr. O'Neill informs the Court that the IBM Agreements now contain
an amended master agreement and amended country agreements.

The Debtors have shared with their major creditor constituencies
many of the terms of the IBM Agreements as well as the financial
and strategic details concerning the IBM Agreements.  The Debtors
will provide the IBM Agreements to the principal creditors upon
their request.

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)


FERTINITRO FINANCE: Fitch Holds B- Rating on $250MM Secured Bonds
-----------------------------------------------------------------
Fitch Ratings has placed the 'B-' rating of FertiNitro Finance
Inc.'s US$250 million 8.29% secured bonds due 2020 on Rating Watch
Negative status.

The Negative Watch status portends a heightened probability of a
rating downgrade in the short term and is fundamentally associated
with the possibility that a new petrochemicals law drafted by the
Venezuelan government will be implemented within 2005.

Essentially, the proposed law would force FertiNitro to redirect
portions of its fertilizer output from the world export markets to
the domestic Venezuelan market with sales subject to regulated
pricing dictated by the government.  According to the offtake
agreement between Petroquimica de Venezuela, S.A. and FertiNitro,
Pequiven is obligated to re-sell most of its 50% share of the
plant's production outside Venezuela at market prices.  Fitch
believes that the redirection of output called for under the
proposed law would contravene the agreement and, if enacted, would
most likely subject the project to lower, state-dictated pricing.

Fitch estimates that, in consequence, cash collections would
decrease significantly during the remainder of 2005 and to a
greater degree in 2006.  The drop in cash revenue in 2006 could
result in an after-tax operating deficit and significantly
diminish cash flow available for scheduled debt service payments.

The proposed change in law arrives at a crucial time for
FertiNitro.  In 2004, the plant achieved notable performance
milestones, as it recovered from the technical defects and other
difficulties experienced over the last several years.  As a
result, FertiNitro's debt service margins reached 1.46 times (x).
In 2005, due to the expiration of tax credits and a return to
profitability, cash tax payments are forecast to increase to $21
million.  However, in the absence of a change in law, the ample
cash balances accumulated in 2004 should raise debt service
margins in 2005 to about 1.70x, including the full payment in
April of the previously deferred bank loan principal, as well as
scheduled debt service.

The project's substantially stronger cash position is directly
associated with both higher prices for ammonia and urea and
improved utilization rates.  As of June, the average price of
urea, which generates 80% of the project's cash collections, was
24% higher than the 2004 average and 47% higher than the 2003
average.  Likewise, the plant's utilization rates have slowly but
steadily improved to levels more consistent with its nameplate
capacity even as essential repairs have required temporary shut
downs.  So far in 2005, the urea trains have operated at 85% of
capacity (from 77% in 2004).

FertiNitro ranks as one of the world's largest nitrogen-based
fertilizer plants.  It is owned 35% by a Koch Industries, Inc.
subsidiary, 35% by Pequiven, a wholly owned subsidiary of
Petroleos de Venezuela S.A., 20% by a Snamprogetti S.p.A.
subsidiary, and 10% by a Cerveceria Polar, C.A. subsidiary.


FIBERMARK INC: Incurs $1.4 Million Net Loss for Second Quarter
--------------------------------------------------------------
FiberMark, Inc., (OTCBB: FMKIQ) issued its financial results for
the second quarter ended June 30, 2005.  The company reported a
net loss of $1.4 million, versus net income of $0.6 million in
2004.  The change to a net loss position was largely due to higher
raw material, energy and manufacturing costs and higher
depreciation expenses, partially offset by lower selling and
administrative expenses due to lower information technology
maintenance costs and professional services, a $1.9 million asset
disposal gain due to the sale of an idle facility, price
increases, improvements in product mix and lower fixed costs.  In
addition, reorganization expenses related to the chapter 11 filing
were $1.1 million higher than in the second quarter of 2004.
Foreign exchange translation benefits contributed to $0.4 million
of the change.

Net sales in the second quarter of 2005 were $115.6 million
compared with $111.0 million in the prior-year quarter, an
increase of $4.6 million or 4.1%.  Favorable foreign exchange
rates increased second quarter 2005 sales by $2.6 million compared
with the 2004 quarter. Net of currency effects, current year net
sales increased by $2.0 million or 1.8% versus the prior year
period.

Net sales from German operations in the second quarter of 2005
were $57.4 million compared with $52.6 million in the prior-year
quarter, an increase of $4.8 million or 9.1%.  Excluding the
translation effects of a stronger euro, which accounted for
$2.5 million in sales for the second quarter compared with
the prior-year quarter, sales from German operations grew by
$2.3 million, or 4.4%.  During the quarter, the company made
continued gains in its German businesses due to a combination of
market share gains, geographic growth and the growth of key
customers, partially offset in certain markets by pockets of
pricing pressure and a weaker product mix.  The nonwoven
wallcovering business continued to be negatively affected by weak
economic conditions in Germany and rising competitive pressures,
particularly in export markets.

Second quarter 2005 net sales from North American operations were
$58.2 million compared with $58.4 million in the prior-year
quarter, a decrease of $0.2 million or 0.3%.  The company's office
products business posted modest gains aided by price increases,
continued growth in our graphic design/paper merchant business and
market share gains by a key customer.  The company's
publishing/packaging and technical specialties businesses both
experienced declines.  Publishing sales were nearly even with 2004
levels, due to a stronger educational market (elementary/high-
school textbook) and a key new product launch, offset by lower
legal publishing sales, order timing differences, customer market
position challenges, shifts to competitive materials or
technologies and product mix downgrades.  With fewer large
packaging projects in 2005, volume declined in the company's
packaging business.

In the second quarter of 2005, earnings before interest, taxes,
depreciation, amortization and chapter 11-related reorganization
expenses -- EBITDAR, improved to $11.3 million from $10.4 million
in the prior-year quarter, largely reflecting a gain on the
disposal of assets and lower SG&A expenses, which were partially
offset by lower volume in the company's North American operations
and higher energy, raw material and manufacturing costs.
FiberMark believes that such non-GAAP financial information
assists investors and others by providing financial information in
a format that presents comparable financial trends of ongoing
business activities.

                            Liquidity

As of June 30, 2005, FiberMark's pro forma unused borrowing
capacity under its existing credit facilities was $45.1 million.
In addition, the company has extended our DIP revolving credit
facility through the balance of 2005.  Since the end of the first
quarter of 2005, short-term borrowings declined by $7.9 million
due to strong cash flow from operating activities.

                       Six Months Results

For the six months ended June 30, 2005, the company reported a
net loss of $3.7 million in 2005 compared with a net loss of
$16.3 million in 2004.  The $12.6 million reduction in net loss
was primarily due to lower interest expense ($8.5 million lower),
largely due to the cessation of interest expense accruals on the
senior notes pending the outcome of the bankruptcy process and
lower reorganization expenses related to chapter 11 ($5.3 million
lower), offset by lower income from operations ($1.2 million
lower).  Lower income from operations reflects lower SG&A expenses
($1.6 million decrease) and a $1.9 million gain on disposal of
assets.

Consolidated net sales for the six months ended June 30 were
$230.4 million in 2005 compared with $223.4 million in 2004, an
increase of $7.0 million or 3.1%.  Currency translation increased
year-to-date 2005 sales by $5.5 million compared with 2004.  Net
of currency translation, current year net sales increased by
$1.5 million, or 0.7% versus last year.

Net sales from German operations in the six months ended 2005 were
$118.6 million compared with $108.2 million in the prior-year
period, an increase of $10.4 million or 9.6%.  Excluding the
translation effects of a stronger euro, which accounted for
$5.3 million in sales for the six-month period in 2005 compared
with the prior period, sales from German operations rose by
$5.1 million or 4.7%.  Gains in nearly all markets, particularly
in our filtration and abrasive base businesses, overshadowed
smaller declines in our nonwoven wallcovering and coating base
businesses.

Net sales from North American operations were $111.7 million in
2005 compared with $115.3 million in the prior-year period, a
decrease of $3.6 million or 3.1%.  Modest gains in office products
were more than offset by declines in publishing/packaging and
technical specialties.

In the first six months of 2005, earnings before interest, taxes,
depreciation, amortization and chapter 11-related reorganization
expenses -- EBITDAR, improved to $23.8 million from $23.7 million
in the prior-year period, largely reflecting a gain on the
disposal of assets and lower SG&A expenses, which were partially
offset by lower volume in the company's North American operations
and higher raw material, energy and manufacturing costs.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.

At June 30, 2005, FiberMark, Inc.'s balance sheet showed a
$108,891,000 stockholders' deficit, compared to a $101,876,000
deficit at Dec. 31, 2004.


FOAMEX CAPITAL: S&P Rating Tumbles to D After Payment Default
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foamex L.P./Foamex Capital Corp. to 'D' from 'CCC+',
following the company's failure to make a $51.6 million principal
payment on its 13.5% subordinated notes that mature Aug. 15, 2005.

The rating was removed from CreditWatch with negative
implications, where it was placed on July 11, 2005, on concerns
that Foamex's leveraged financial profile and liquidity would
continue to deteriorate.

At the same time, Standard & Poor's lowered its rating on the
13.5% notes to 'D' from 'CCC-' and removed the rating from
CreditWatch with negative implications.  The ratings on the $300
million senior secured second lien notes due 2009 and the $150
million senior subordinated notes due 2007 were also lowered, to
'C' from 'CCC-', and remain on CreditWatch with negative
implications.  The CreditWatch listing will be resolved and the
ratings lowered to 'D' after the company concludes negotiations to
restructure the obligations or if a scheduled interest or
principal payment is missed.  Standard & Poor's notes that
Foamex's restructuring could be implemented by means of a Chapter
11 Bankruptcy filing, possibly including a prepackaged
restructuring plan.

"Operating results at Foamex have been negatively affected by
elevated raw-material costs and an inability to pass through cost
increases in a timely fashion," said Standard & Poor's credit
analyst Kyle Loughlin.

With annual sales approaching $1.3 billion, Linwood,
Pennsylvania-based Foamex is the leading domestic producer of auto
trim foam, carpet cushion, and foam for furniture and bedding
applications.  Foamex also maintains a niche technical foams
business that offers more attractive margins and growth
opportunities due to higher-value-added applications and
technological innovation.


GARDEN STATE: Wants More Time to Decide on Office Lease
-------------------------------------------------------
Garden State MRI Corporation, dba Eastlantic Diagnostic Institute,
asks the U.S. Bankruptcy Court for the District of New Jersey to
extend, until November 7, 2005, the period within which it can
elect to assume, assume and assign, or reject its unexpired office
lease located in Vineyard, New Jersey.

The Debtor says that it doesn't want to make a premature decision
about assumption or rejection of its office lease.  Premature
assumption might burden the Debtor's estate with unnecessary
administrative costs and premature rejection of the lease could
cause the Debtor to forfeit a valuable asset.

Further, premature rejection of the lease could also result in an
early shutdown of its business, which would likely require the
Debtor to sell its equipment at reduced prices and further reduce
the value of the Debtor's estate.  Shutting down its business
would also leave the Debtor's patients without the medical
services they require.

The Debtor discloses that its landlord is in State Court
receivership and the Receiver is considering subdividing the
property and selling the location to the Debtor.  Garden State has
yet to fully analyze the potential of a purchase versus its lease.

The Honorable Gloria M. Burns will consider the Debtor's request
at a hearing scheduled at 10:00 a.m. on Aug. 22, 2005.

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


GENEVA STEEL: China Shenzhen Tries to Block Scrap Metal Sale
------------------------------------------------------------
China Shenzhen Materials Rongchang Trading Co. wants Geneva Steel
LLC and Universal Scrap Metals Inc. to return the $750,000 advance
payment it made for a 4,286 metric tons of steel scrap that the
importer has paid for but has not received.

The Chinese-owned company tells the U.S. Bankruptcy Court for the
District of Utah that Universal defaulted on a contract to deliver
scrap metal to the company.  Geneva hired Universal to demolish
its buildings.  Allegedly, Universal paid Geneva $15.75 million
for the scrap and residual equipment.

Kelly Ryan, Esq., counsel for China Shenzhen, told Recycling
Today, that Geneva's Trustee, James T. Markus, refused to refund
the payment.

Furthermore, China Shenzhen objects to Geneva's proposed auction
of the scrap materials on Nov. 17, 2005.

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.


GRANDE COMMS: Posts $12.1 Mil. Net Loss for Quarter Ended Jun. 30
-----------------------------------------------------------------
Grande Communications(R) reported financial results for the
quarter ending June 30, 2005, including operating revenues of
$49.8 million, net loss of $12.1 million and EBITDA of $7.4
million.

Grande grew operating revenue for the company from $45.8 million
to $49.8 million, or by 9% from second quarter of 2004 to second
quarter of 2005.  Bundled services revenue increased from $29.1
million in second quarter of 2004 to $33.8 million, or 16%, in
second quarter of 2005.  Grande increased its marketable homes
passed over the past twelve months by 37,323 and its customers by
16,263.  Connections increased by 31,632 from June 30, 2004 to
June 30, 2005, driving bundled services revenue up from second
quarter of 2004 to second quarter of 2005.

Revenue for Grande's broadband transport services was $2.4 million
in the second quarter of and $2.2 million in the second quarter of
2005, a decrease of $0.2 million, or 8%.  Both quarters included
construction projects of roughly the same magnitude; however, this
product line is experiencing circuit attrition and pricing
compression, which has outpaced Grande's customer growth.  Revenue
from network services for the second quarter of 2004 was $14.3
million while revenue for the second quarter of 2005 was $13.8
million, a decrease of $500,000, or 3%.  Included in revenue for
the second quarter of 2004 is $2.5 million related to the
settlement of the MCI agreement.

Gross margin for bundled services increased from $21.1 million to
$24.5 million, or 16%, while gross margin from broadband transport
decreased from $2.1 million to $1.8 million.  Network services
gross margin, excluding the MCI settlement, was relatively flat
from the second quarter of 2004 to the second quarter of 2005,
although network costs were higher as a percent of revenue in the
second quarter of 2005 than the prior year.

SG&A decreased from $24.2 million in the second quarter of 2004 to
$23.8 million in the second quarter of 2005, although the second
quarter of 2004 included approximately $400,000 of expenses
associated with the MCI settlement.  Other income in the second
quarter of 2005 of $800,000 million relates to the recognition of
a one-time contractually negotiated fee for strategic business
planning and development.  While this fee is unrelated to Grande's
primary business product and therefore classified as other income,
this was a cash payment for services provided and, therefore, was
included in the calculation of EBITDA.

               Capital Expenditures and Liquidity

Capital expenditures for the six months ended June 30, 2005 were
$31.2 million, including capitalized interest of $1.7 million.
Grande completed the second quarter of 2005 with $35.1 million of
cash and cash equivalents, which decreased from the year-end 2004
balance of $61.2 million primarily due to the company's continued
investment in capital expenditures related to the build-out of its
network and associated customer premise equipment.  The decrease
in cash was partially offset by year-to-date positive cash flow
from operations of $5.7 million.

                      Guidance for 2005

Grande currently expects 2005 EBITDA to grow by approximately 40-
45% over its 2004 Adjusted EBITDA, as Grande has experienced
greater than expected competitive pressures in the market during
2005 and higher SG&A than expected.  Grande also anticipates
slightly reducing capital expenditures to approximately $46
million, excluding capitalized interest, for 2005. Cash is
expected to decrease to approximately $25 million at year-end
December 31, 2005.  The company intends to manage its capital
expenditures in accordance with the covenant set forth in the
indenture to ensure that cash is not less than $20 million.

Headquartered in San Marcos, Texas, Grande Communications(R) --
http://www.grandecom.com/-- is building a deep-fiber broadband
network to homes and businesses from the ground up.  Grande
delivers high-speed Internet, local and long-distance telephone,
digital cable and wireless home security services over its own
advanced network to communities in Texas.  Grande's bundled
service area includes portions of Austin, Corpus Christi, suburban
northwest Dallas, Midland, Odessa, San Antonio, San Marcos and
Waco.  Grande also leverages its telephony and data infrastructure
by serving enterprises and communications carriers nationwide with
broadband transport services and network services.

                         *     *     *

As reported in the Troubled Company Reporter on Jun. 06, 2005,
Moody's Investors Service affirmed Grande Communications' Caa2
senior implied rating, SGL-3 speculative grade liquidity rating
and revised the rating outlook to positive.  The positive outlook
reflects the company's success in reducing leverage meaningfully
following last year's debt issuance (debt declined from about
eight times EBITDA to about five times as of March 31, 2005) and
replacing very sizable revenues that were lost when MCI ceased to
be a customer with new revenues.

It also recognizes continued opportunities for de-levering as a
result of revenue and margin appreciation.  Moody's remains
concerned about the company's sizable capital expenditure
requirements given its uncertain access to capital, as well as the
overall risks associated with the overbuilder strategy
(predominantly competition from well capitalized incumbents).

Moody's affirmed these ratings:

   -- $136 Million of Senior Secured Notes due 2011 -- Caa2
   -- Senior Implied Rating -- Caa2
   -- Speculative Grade Liquidity Rating -- SGL-3

The rating outlook is positive.

The Caa2 senior implied rating continues to reflect the company's:

   * still high leverage and low coverage (albeit meaningfully
     improved from last year);

   * the expectation of ongoing cash burn; and

   * the consequent need to raise additional capital in order to
     fund the company's expected growth.


HAYES LEMMERZ: Reports 2005 Annual Stockholders' Meeting Results
----------------------------------------------------------------
Hayes Lemmerz International, Inc. (NASDAQ: HAYZ) reported that
stockholders voted to reelect William H. Cunningham, Mohsen Sohi
and Laurie Siegel as Class II Directors at its 2005 Annual
Meeting, held July 27, 2005.   Messrs. Cunningham, Sohi and Ms.
Siegel will each serve three-year terms, set to expire at the
Company's 2008 Annual Meeting.

Additionally, stockholders ratified the Board's selection of
KPMG LLP as independent auditors for the fiscal year ending
January 31, 2006.

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).


HIGH VOLTAGE: Ch. 11 Trustee Sells Hveasi Shares for EUR10 Mil.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
entered a final order on July 25, 2005, approving the request of
Stephen S. Gray, the Chapter 11 Trustee overseeing High Voltage
Engineering Corporation and its debtor-affiliates' bankruptcy
estates, to sell all of the issued and outstanding shares of stock
of Hveasi Holding B.V., free and clear of all liens, claims and
encumbrances to ARK II CLO 2001-1.

Hveasi Holding is a non-debtor, wholly owned subsidiary of Nicole
Corporation, one of debtor-affiliates of High Voltage Engineering.
Hveasi Holding owns all of the issued and outstanding shares of
ASIRobicon S.p.A., a company organized and existing under the laws
of Italy.

Mr. Gray and ARK II entered into an Amended and Restated Stock
Purchase Agreement on June 27, 2005, calling for the sale of the
shares of stock owned by Nicole Corp. in Hveasi Holding for
10 million Euros.

Mr. Gray explains that the Purchase Agreement was the result of
extensive arms-length negotiations and that ARK II is good-faith
purchaser.

On June 29, 2005, Mr. Gray filed a request to approve the sales
procedures for the proposed sale of the shares of capital stock
owned by Debtor Nicole Corporation to Ark II CLO 2001-1, free and
clear of all liens, claims, interests and encumbrances subject to
a higher and better offer.

The Court approved the Sales Procedures for the asset sale on
July 7, 2005.  As a Stalking Horse Bidder, ARK II paid a Good
Faith Deposit of 1 million Euros.

Pursuant to the Sales Procedures Order, an auction was conducted
on July 21, 2005, to test the bid of ARK II.  No competitor topped
the bid of ARK II during that auction.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represents the chapter 11 Trustee.


HIGH VOLTAGE: Mr. Gray Wants to Sell Evans' Assets for $28.1 Mil.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved the request of Stephen S. Gray, the Chapter 11 Trustee
overseeing High Voltage Engineering Corporation and its debtor-
affiliates' bankruptcy estates, to sell substantially all assets
of Evans Analytical Group free and clear of all liens, claims,
interests and encumbrances to EAG Acquisition, LLC, subject to a
higher and better offer.

Evans Analytical is an operating division of the Debtors.  On
July 25, 2005, the Court approved Mr. Gray's request to:

   a) approve the Sales Procedures, including Expense
      Reimbursement and Break-Up fee for the proposed sale of
      certain assets of the Debtors; and

   b) approve the form and manner of the Notice of Sale.


On July 8, 2005, Mr. Gray and EAG Acquisition entered into an
Assets Purchase Agreement, calling for the sale of substantially
all of the assets of Evans Analytical, including certain executory
contracts, license agreements and unexpired leases for
$28,100,000.  That Agreement also calls for EAG Acquisition to
assume certain specified assumed liabilities.

Mr. Gray explains that the Agreement is the result of extensive
and arms-length negotiations between him and EAG Acquisition.  EAG
has paid a $1,500,000 Good Faith Deposit.

Pursuant to the Court-approved Sales Procedures, EAG Acquisition
will be paid a $1 million Break-Up Fee and Expense Reimbursement
not to exceed $450,000 in the event a competitor tops its bid in
an auction.

Pursuant to the Court's Sales Procedures Order, any party seeking
to submit a better and higher offer must submit a qualified bid by
Aug. 26, 2005.  If Mr. Gray receives at least one qualified bid by
August 26 that he determines is a better offer than EAG
Acquisition, Mr. Gray is authorized to conduct an auction at 12:00
p.m., on Aug. 30, 2005.

Copies of the Sale Procedures Order, the Asset Purchase Agreement
and the Motion to Approve Sale are available from:

        Lisa E. Herrington, Esq.
        Choate Hall & Stewart LLP
        Two International Place
        Boston, Massachusetts 02110
        Tel: 617-248-5000
        Fax: 617-248-4000

The Court will convene a final sale hearing at 12:00 p.m., on
Sept. 1, 2005, to consider Mr. Gray's request.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represents the chapter 11 Trustee.


HORIZON NATURAL: Lexington Attacks Zurich's $44 Million Claim
-------------------------------------------------------------
Lexington Coal Company, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Kentucky, Ashland Division, to reject
documents filed by Zurich American Insurance Company after the
discovery and filing deadlines have passed in Horizon Natural
Resources Company and its debtor-affiliates chapter 11 cases.

Zurich filed an administrative expense claim in excess of
$44 million against the Debtors' estates -- the largest
administrative claim against the estates.  Lexington Coal
objected to that amount on Feb. 18, 2005.  As part of the
claims' resolution process, the Court set May 31 and July 15
as the discovery and objections deadlines respectively.

Zurich's deadline to respond and produce documents to support
its claim and answer Lexington's objection was set on April 27.
The creditor requested and got a short leeway from Lexington to
file the requested documents on May 11.  However, Zurich's
representatives were only able to send some documents to
Lexington on May 24.  At Lexington's behest, the Court extended
its time to complete the discovery on June 17.  Zurich wasn't
granted any extension to provide any additional documentation.
Notwithstanding the document production deadline, Zurich
continued to ship documents to Lexington.

On July 29, Lexington filed a supplementary objection to the
Court.  Lexington argued that Zurich failed to provide pertinent
documents validating its administrative claim.  Absent those
documents, the insurers claim shouldn't be allowed, Lexington
asserted.

On August 9, Lexington received boxes and packages containing
insurance policies.  The Debtor alleges that it's impossible for
Zurich not to have copies of those insurance policies beforehand.
Lexington believes that Zurich only sent those items after it
reviewed the Supplemental Objection which contends that the
insurer has no right to administrative priority treatment because
it wasn't able to produce copies of numerous insurance policies on
which its claim is based.

Lexington alleges that Zurich intentionally withheld the insurance
policies to make it more difficult or impossible for Lexington to
analyze the insurer's claim.

Headquartered in Ashland, Kentucky, Horizon Natural Resources
f/k/a AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$100 million in total assets and total debts.


INTERSTATE BAKERIES: Court Okays Protocol for Equipment Sales
-------------------------------------------------------------
As reported in the Troubled Company Reporter on July 26, 2005,
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, related that as a result of Interstate
Bakeries Corporation and its debtor-affiliates' determination to
close their bakery in Florence, South Carolina, the Debtors have
excess machinery and equipment that they now wish to sell.  The
Debtors have designated Russell T. Bundy Associates, Inc., as
their broker for the sale of these assets.

The U.S. Bankruptcy Court for the Western District of Missouri
approve and implemented these procedures in lieu of a separate
notice and a hearing for each equipment sale:

   (a) The Debtors will serve a sale notice to the Notice Parties
       to be received by 5:00 p.m. (Central Time) on the date of
       service.  The Notice Parties include:

       * the United States Trustee;

       * counsel to the committees officially formed in the
         Debtors' cases;

       * counsel to the agent for the prepetition lenders;

       * counsel to the agent for the postpetition lenders;

       * each relevant taxing authority; and

       * any other known holder of a lien, claim or encumbrance
         against the specific property to be sold.

       The Sale Notice will contain:

          (i) a list of assets to be sold;

         (ii) the minimum amount for which the Assets will be
              sold; and

        (iii) a statement that the Assets will not be sold to a
              purchaser that is an "insider," as defined in
              Section 101(31) of the Bankruptcy Code;

   (b) The Notice Parties will have 10 business days upon receipt
       of the notice to object to or request additional time to
       evaluate the proposed transaction;

   (c) If the Debtors receive no objection from the relevant
       Notice Parties, the Debtors will be authorized to sell the
       Assets at the highest and best price obtainable, provided,
       however, they may not sell the assets at a price lower
       than the Minimum Purchase Price;

   (d) If the Debtors receive an objection from a relevant taxing
       authority, the Debtors will not be authorized to receive
       the exemption with respect to the taxing authority without
       Court further;

   (e) If the Debtors receive no written objection or written
       request for additional time prior to the expiration of the
       10-day period, the Debtors will be authorized without
       further Court order to consummate the proposed sale
       transaction and to take actions as are necessary to close
       the transaction and obtain the sale proceeds, including
       payment of the brokers' commission;

   (f) If a Notice Party objects to the proposed transaction or
       Bundy's commission within 10 business days after the
       notice is received, the Debtors and the objecting Notice
       Party will use good faith efforts to consensually resolve
       the objection;

   (g) If the Debtors and the objecting Notice Party are unable
       to achieve a consensual resolution, the Debtors will not
       take any further steps to consummate any proposed
       transactions without first obtaining Court approval of the
       proposed transaction upon notice and a hearing; and

   (h) Any valid and enforceable liens and interests will attach
       to the net proceeds of the Sale, subject to any claims and
       defenses the Debtors may possess, and any amounts in
       excess of the liens and interests will be utilized by the
       Debtors in accordance with the terms of their postpetition
       financing arrangement.

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)


INTERSTATE BAKERIES: Wants to Walk Away From 25 Real Estate Leases
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to reject 24 non-residential real property leases
effective as of Aug. 24, 2005, to reduce postpetition
administrative costs:

   Landlord             Address of Leased Premise     Lease Date
   --------             -------------------------     ----------
   Alfred Santos        9477 Telegraph Road,          10/15/1986
                        Pico Rivera, California

   Batavia Big N        Store #2, Batavia Big N       07/18/1995
   Plaza Associates     Plaza, Batavia, New York

   Covina Industrial    1600 W San Bernardino Road    04/01/1984
   Park                 Covina, California

   Chuong Kha           14535 East Temple Avenue,     10/20/1992
                        La Puente, California

   Crestar Bank         7816 Peppers Ferry Blvd.,     06/07/1994
                        Radford, Virginia

   Dallas Eubanks       1415 Cumberland Falls,        02/01/1999
                        Corbin, Kentucky

   Earl & Myrna         Keystone Restyling Building,  01/08/1996
   Pilling              2525 Old Route 15, Suite #2,
                        New Columbia, Pennsylvania

   Edward D. Berger     1887 Hooper Avenue,           10/05/1987
   Reality, Inc.        Toms River, New Jersey

   Frank Amendola       2444 Military Road,           08/15/2002
                        Niagra Falls, New York

   Gene or Lynda        1011 Carter Street,           04/01/1985
   Simonton             Vidalia, Louisiana

   Herbert Sartin,      142 Pennsylvania,             11/22/1999
   S&S Realty           Wilkes Barre, Pennsylvania

   Herbert E. Weiner    443 East First Avenue,        03/01/1983
                        Roselle, New Jersey

   Lyell-Mt. Read       Lyell-MT Read Plaza,          05/08/1998
   Shopping Center,     Rochester, New York
   LLC

   Jerry A. Pierce      7507 Chapman Highway,         06/10/1999
                        Knoxville, Tennessee

   Larry E. Edwards     7575 Carollton Pike,          07/03/2002
                        Galax, Virginia

   Linda R. Poole       238 East Lee Street,          07/17/1995
                        Marion, Virginia

   Martin & Eubank,     2430 Center Point Road,       05/04/1989
   Co.                  Birmingham, Alabama

   Palmdale Towne       2260 E Palmdale,              10/07/1991
   Square Associates    Palmdale, California

   Rack Service Co.,    232 Stanley,                  06/01/1982
   Inc.                 Monroe, Louisiana

   Russell Barcelona    14890 Old Hammond Highway,    10/07/1991
                        Baton Rouge, Louisiana

   Stanley Behrens      606 Arbor Vitae Avenue,       06/06/2003
   Living Trust         Inglewood, California

   Soraya Ghamaty       3353 Sandrock Road,           06/26/1991
   Azimi                San Diego, California

   The Grody Company    540-44 New Park Avenue,       09/01/1993
                        W. Hartford, Connecticut

   The Quorum           6601 Hillsborough,            10/31/1996
   Building, LLC/Quail  Raleigh, North Carolina
   Properties, Inc.

The Debtors also want to reject their real property lease with
Moss & Co. at 15640 Roscoe Boulevard, in Van Nuys, California,
effective as of August 30, 2005.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, asserts that the resultant savings from the
rejection of the 25 Real Property Leases will favorably affect
the Debtors' cash flow and assist them in managing their future
operations.

Mr. Ivester points out that by rejecting each Real Property
Lease, the Debtors will avoid incurring unnecessary
administrative charges for rent and other charges and repair and
restoration of each of the Premises.

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)


IPCS INC: Posts $12.5 Million Net Loss in Third Quarter
-------------------------------------------------------
iPCS, Inc. (OTCBB: IPCX), a PCS Affiliate of Sprint, reported
financial and operational results for its third fiscal quarter
ended June 30, 2005.  This information supplements the subscriber
activity results, which the Company previously announced on
July 20, 2005.

For the three months ended June 30, 2005, the Company reported a
$12,525,000 net loss, compared to an $8,818,000 net loss of its
Predecessor Company.

"We were very pleased with our results during our most recent
period," said Timothy M. Yager, President and Chief Executive
Officer of the Company.  "Subscriber growth demonstrates the
continuing momentum we started at the end of last year.  Net
additions of over 11,000 exceeded our expectations and was the
highest quarterly net additions in over two and one-half years.
At the same time, an increase in ARPU allowed us to record strong
quarterly revenues and a meaningful increase in Adjusted EBITDA
from our most recent quarter."

On July 1, 2005, the Company completed its merger with Horizon
PCS, Inc., whereby Horizon PCS was merged with and into the
Company.  Accordingly, the results of the Company for the quarter
ended June 30, 2005, do not include any results from Horizon PCS.
Therefore, the Company is providing certain summary financial and
operational results for Horizon PCS for the quarter ended June 30,
2005.

"At the beginning of the quarter we closed our merger with Horizon
PCS, and the pace of integration and the coordination among our
combined management team has exceeded my expectations," Yager
continued.  "Even though we completed our merger with Horizon PCS
just six weeks ago, we are already excited about the growth
opportunities in the combined markets and feel confident that we
will be able to translate our recent successes at iPCS to the
newly acquired Horizon PCS territories."

iPCS, Inc. -- http://www.ipcswirelessinc.com/-- is the PCS
Affiliate of Sprint with the exclusive right to sell wireless
mobility communications, network products and services under the
Sprint brand in 80 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Quad Cities (IA/IL), Scranton (PA)
and Saginaw-Bay City (MI).  As of June 30, 2005 and giving effect
to the July 1, 2005 completion of its merger with Horizon PCS,
iPCS's licensed territory had a total population of approximately
15.0 million residents, of which its wireless network covered
approximately 11.3 million residents, and had approximately
459,000 subscribers.  iPCS is headquartered in Schaumburg,
Illinois.

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

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

                        *     *     *

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

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


JAKE'S GRANITE: U.S. Trustee Picks 5-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 14 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in Jake's
Granite Supplies, LLC's chapter 11 case:

      1. Canyon State Oil Co.
         Attn: Pat McCraken
         P.O. Box 18988
         Phoenix, Arizona 85005
         Tel: (602) 269-7981
         Fax: (602) 269-2936

      2. Empire Southwest LLC
         Attn: Cindy Miles
         1725 South Country Club Drive
         Mesa, Arizona 85210
         Tel: (480) 633-4776
         Fax: (480) 633-5211

      3. Erie & Assoc.
         Attn: Len Erie
         3120 North 24th Street
         Phoenix, Arizona 85016
         Tel: (602) 954-6399
         Fax: (602) 954-6601

      4. Ricor, Inc.
         Attn: Jorge Hahn
         3749 East Superior Avenue
         Phoenix, Arizona 85040
         Tel: (602) 437-0202
         Fax: (602) 437-0920

      5. Phoenix Fuel Co. Inc.
         Attn: Gary Rees
         P.O. Box 6176
         Phoenix, Arizona 85005
         Tel: (602) 269-6503
         Fax: (602) 269-6520

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 Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
When the Debtor filed for protection from its creditors, it listed
assets of $16,473,500 and debts of $6,141,198.


JAKE'S GRANITE: Taps Tim Gay as Financial & Restructuring Advisor
-----------------------------------------------------------------
Jake's Granite Supplies, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the District of Arizona to employ
and retain Tim Gay & Associates, P.C., as its financial and
restructuring advisors.

Tim Gay will:

    (a) perform financial analyses and review of the Debtor's
        books and records;

    (b) assist in the preparation of all financial information
        that is to be distributed to creditors or other parties-
        in-interest;

    (c) assist in the preparation of the statements and schedules
        to be filed with the Court;

    (d) analyze assumption or rejection issues for leases and
        other executory contracts;

    (e) assist the Debtor in preparing financial forecasts and
        related assumptions including feasibility analyses, and be
        prepared to testify regarding these matters at the
        confirmation hearing;

    (f) assist in evaluating reorganization strategies and
        alternatives;

    (g) assist in the review and analysis of the filed claims,
        development of a claim resolution strategy and potential
        negotiations for settlement purposes, if necessary;

    (h) estimate the enterprise, asset and liquidation values and
        be prepared to testify regarding these matters at the
        confirmation hearing;

    (i) assist the Debtor and Debtor's counsel in preparing the
        disclosure statement and plan of reorganization;

    (j) assist with respect to identifying, evaluating and
        implementing asset redeployment and divesture
        opportunities;

    (k) assist with the analysis and decision making process of
        sale procedures in connection with any potential asset
        sales pursuant to section 363 of the Bankruptcy Code;

    (l) assist in analyzing additional sources of capital or other
        required financing that the Debtor may propose;

    (m) litigate consulting services and expert witness testimony
        regarding potential avoidance actions or other matters
        arising in the Chapter 11 case; and

    (n) provide other such assistance as the Debtor and Tim Gay
        shall mutually agree.

Edward M. Burr, Jr., at Tim Gay, discloses that the Firms
professionals bill:

          Designation                 Hourly Rate
          -----------                 -----------
          Principals                     $250
          Directors                      $180
          Associates                     $125

Mr. Burr assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
When the Debtor filed for protection from its creditors, it listed
assets of $16,473,500 and debts of $6,141,198.


JAKE'S GRANITE: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Jake's Granite Supplies, L.L.C., delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the District of
Arizona, disclosing:


     Name of Schedule              Assets        Liabilities
     ----------------              ------        -----------
  A. Real Property              $12,598,200
  B. Personal Property           $3,875,300
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $5,274,714
     Secured Claims
  E. Creditors Holding                               $44,272
     Unsecured Priority Claims
  F. Creditors Holding                              $822,212
     Unsecured Nonpriority
     Claims
                                -----------       ----------
     Total                      $16,473,500       $6,141,198

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
When the Debtor filed for protection from its creditors, it listed
assets of $16,473,500 and debts of $6,141,198.


KAISER ALUMINUM: June 30 Balance Sheet Upside-Down by $2 Billion
----------------------------------------------------------------
Kaiser Aluminum reported net income of $361.7 million and a loss
from continuing operations of $6.6 million for the second quarter
of 2005.  Net income for the second quarter of 2005 includes a net
gain of $365.6 million from the sale of the company's interest in
Queensland Alumina Limited on April 1, 2005, which is classified
as a component of results from discontinued operations.  For the
second quarter of 2004, net income was $24.2 million and the loss
from continuing operations was $14.8 million.  Net income for 2004
includes a gain of $23.4 million associated with the sale of the
Mead, Washington smelter, also classified as a component of
results from discontinued operations.

For the first half of 2005, the company reported net income of
$370.0 million and a loss from continuing operations of
$8.9 million.  First half 2004 results were a net loss of
$39.8 million and a loss from continuing operations of
$37.4 million.

While the 2005 loss from continuing operations continues to
reflect significant costs associated with the restructuring
process, the year-over-year operating income increase was $11.0
million for the second quarter and $31.7 million for the first
half.  Commenting on this increase, Jack Hockema, President and
Chief Executive Officer, said, "We are pleased by the continued
improvement in results for both the quarter and first half of the
year.  The majority of the improvement reflects strong performance
of our fabricated products business, which will be the core of the
new Kaiser Aluminum.  Strong aerospace demand and prices for plate
products were key factors that lifted first half operating income
of our fabricated products business to the highest level since the
1998-2000 time frame when somewhat similar market conditions
existed.  We are additionally pleased the operating income
improvement was achieved despite the continuing trend of higher
costs for energy and freight."

Net sales for the second quarter of 2005 grew to $262.9 million
from $230.1 million for the second quarter of 2004.  Net sales of
$544.3 million for the first half of 2005 represented a 23 percent
improvement over the same period of 2004.  Net sales of fabricated
products increased 15 percent from the year-ago second quarter and
24 percent year-to-date, reflecting improvements in both shipments
and average realized prices.

The company, along with Kaiser Aluminum & Chemical Corporation and
19 of their subsidiaries, also filed a plan of reorganization and
a related disclosure statement in the U.S. Bankruptcy Court for
the District of Delaware during the quarter.  In commenting on
reaching this major restructuring milestone, Mr. Hockema said, "We
appreciate all the efforts of our creditors and creditor
representatives who have worked so diligently with the company
during the process, which is reflected in the many consensual
agreements reached over the past year.  We are now well on our way
to completing our goal of emerging with a solid financial
position, a strong balance sheet, and the capability to grow in
our key transportation and industrial markets."

The bankruptcy court is expected to address the disclosure
statement at a hearing currently scheduled for Sept. 1, 2005.
Assuming there are no unexpected delays in the disclosure
statement and plan approval process, it is possible that the
company could emerge from Chapter 11 during the fourth quarter of
2005.

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

At June 30, 2005, Kaiser Aluminum's balance sheet showed a
$2 billion stockholders' deficit, compared to a $2.4 billion
deficit at Dec. 31, 2004.


LEAR CORP.: Wants to Do a Deal with Collins & Aikman
----------------------------------------------------
Lear Corporation delivered a letter to the Chief Executive Officer
of Collins & Aikman Corporation yesterday expressing interest in
acquiring the autoparts maker:

                 [Lear Corporation Letterhead]


                                       August 16, 2005

Mr. Frank Macher
President & Chief Executive Officer
Collins & Aikman Corporation
250 Stephenson Highway
Troy, MI 48083

Dear Mr. Macher:

     We have indicated to your financial advisors our interest in
pursuing discussions regarding a possible transaction with Collins
& Aikman Corporation and its affiliates (collectively, "Collins &
Aikman") that would serve the best interests of our respective
stakeholders, as well as other constituencies, including our
mutual customers.

     Based on recent press reports, we understand that Plastech
Engineered Products, Inc. ("Plastech") has recently submitted an
acquisition proposal to Collins & Aikman. If Collins & Aikman
intends to consider Plastech's offer or any other transaction
proposal, we would welcome the opportunity to participate in that
process. As you know, we have recently announced plans to explore
strategic alternatives with respect to our interior
components/systems business. One potentially attractive
alternative, among others, would be for each company to contribute
some or all of their respective interiors businesses to a newly-
formed joint venture. In this regard, Lear is as well positioned
as any other potential bidder to raise third-party equity
financing if necessary to complete a transaction. We request that
Lear be given access to the information reasonably necessary to
develop a specific transaction structure and proposal and, in any
event, no less and no later access than has been or will be
provided to Plastech or any other prospective bidder.

     Lear Corporation is a leading global supplier of automotive
interior systems, with net sales of approximately $17 billion in
2004. Under the right conditions, we believe that Lear would be
able to complete a mutually beneficial transaction within an
acceptable timeframe. Moreover, we have the industry knowledge,
management infrastructure and experience to effect a smooth
transition for the benefit of Collins & Aikman's customers and
employees.

     We understand the constraints under which Collins & Aikman is
operating and the interests of Collins & Aikman's stakeholders in
consummating a transaction that maximizes value with minimal
execution risk. We are prepared to dedicate the internal and
external resources necessary to evaluate a possible transaction,
and we have already engaged financial, legal and other advisors.

     We look forward to hearing from you regarding Collins &
Aikman's intended process for providing information to, and
evaluating transaction proposals from, interested parties. In the
meantime, we would be pleased to answer any questions you may have
regarding this expression of interest.

                                       Very truly yours,

                                        /s/ David C. Wajsgras

                                       David C. Wajsgras
                                       Executive Vice President &
                                       Chief Financial Officer
cc: Robert E. Rossiter
    Stephen F. Cooper

                          *    *    *

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.

Lear Corporation is one of the world's largest automotive interior
systems suppliers.  For the second quarter of 2005, Lear posted
net sales of $4.4 billion and a net loss of $44.4 million.

As reported in the Troubled Company Reporter on August 2, 2005,
Moody's Investors Service downgraded the senior unsecured debt
rating of Lear Corporation to Ba2 from Baa3.  At the same time the
rating agency assigned a Corporate Family rating (previously
called senior implied) of Ba2, and a Speculative Grade Liquidity
rating of SGL-2, representing good liquidity over the next twelve
months.

As reported in the Troubled Company Reporter on August 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lear Corp. to a speculative-
grade 'BB+' from 'BBB-'.  At the same time, S&P removed the
ratings from CreditWatch with negative implications, where they
had been listed on June 27, 2005.

S&P says its outlook is negative.  "The downgrade reflects the
sharp fall in Lear's operating performance during 2005 because of
severe industry pressures," said Standard & Poor's credit analyst
Martin King.  "It also reflects our reassessment of the company's
business profile given its high exposure to customers and product
segments that are losing market share."

Southfield, Michigan-based Lear has total debt of about $2.4
billion (including operating leases and securitized accounts
receivable).


LOGISTIC CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Logistic Concepts Inc.
        200 Middlesex Avenue
        Carteret, New Jersey 07008

Bankruptcy Case No.: 05-36410

Type of Business: The Debtor offers documentation for customs
                  clearance, storage and full-service management
                  of inventory, and preparation of annual balance
                  sheet and tax calculation.
                  See http://www.logisticconcepts.net/

Chapter 11 Petition Date: August 16, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Leo V. Leyva, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard, P.A.
                  25 Main Street
                  Hackensack, New Jersey 07601
                  Tel: (201) 489-3000
                  Fax: (201) 489-1536

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Keystone NJP II LLP                      $1,013,986
   200 Four Falls Corporate Center
   West Conshohocken, PA 19428

   Castano Quigley LLC                         $50,268
   1120 Bloomfield Avenue
   Staten Island, NY 10314

   Wachovia Bank, NA                           $50,000
   2 Holmes Street
   Carteret, NJ 07008

   White Rose                                  $42,173
   380 Middlesex Avenue
   Carteret, NJ 07008

   Yale Financial Services                     $40,608
   2401 South Clinton
   South Plainfield, NJ 07080

   American Express                            $14,000
   P.O. Box 1270
   Newark, NJ 07101

   American Eagle Pallet                       $10,640
   35 Cutters Dock Road
   Woodbridge, NJ 07095

   PSEG                                        $10,211
   P.O. Box 14104
   New Brunswick, NY

   Co Worx Staffing                             $9,024
   P.O. Box 12290 North
   Newark, NJ 07101

   American Express                             $8,701
   P.O. Box 1270
   Newark, NJ 07101

   United Waste Management                      $5,813
   35 Cutters Dock Road
   Woodbridge, NJ 07095

   MCT Credit                                   $5,803
   c/o Comm Lending Services
   P.O. Box 1358
   Buffalo, NY 14240

   Capital One                                  $5,786
   P.O. Box 70885
   Charlotte, NC 28272

   Innovative Carriers                          $5,410
   174 Broadway #303
   Brooklyn, NY 11211

   Prime Packaging Corporation                  $4,938
   1290 Metropolitan Avenue
   Brooklyn, NY 11237

   Eagle Cargo                                  $3,560
   200 Middlesex Avenue
   Carteret, NJ 07008

   Expressway USA                               $3,405
   Middlesex Avenue
   Carteret, NJ 07008

   Cadre Net Global                             $3,010
   1110 South Avenue
   Staten Island, NY 10314

   Millennium Packaging                         $2,813
   P.O. Box 2300
   West Paterson, NJ 07424

   Allstate NJ Insurance Co.                    $2,782
   75 Executive Pkwy
   Hudson, OH 44237


MAGRUDER COLOR: Has Until Nov. 29 to Decide on N.J. Lease
---------------------------------------------------------
The Honorable Judge Morris Stern of the U.S. Bankruptcy Court for
the District of New Jersey extended Magruder Color Company and its
debtor-affiliates' time whether to assume, assume and assign or
reject a nonresidential real property lease under Section
364(d)(4) of the U.S. Bankruptcy Code.

The Debtors have until Nov. 29, 2005, to decide on the lease
located at 1029 Newark Avenue, Elizabeth, New Jersey with KCW
Associates, LP.

Bruce Buechler, Esq., at Lowenstein Sandler PC in Roseland, New
Jersey, tells the Court that, at this time, the Debtors are not in
a position to determine whether to assume, assume and assign or
reject the Lease.  The Lease is for the Debtors' manufacturing
facilities and offices.  Forcing an early decision on the Lease
would be detrimental to the Debtors' estate because the Debtors
would be forced to assume a lease that is currently needed for
their business operations, but ultimately may not be necessary to
the reorganization process.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MARSH SUPERMARKETS: Moody's Reviews Senior Sub. Notes' B3 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Marsh
Supermarkets, Inc. on review for possible downgrade based on:

   1) Moody's concerns about the operational and financial
      pressures (as measured by cash flow from operations and
      comparable store sales) that are expected to continue to
      face the company;

   2) Moody's belief that the company's market position has
      weakened because of the many new competitive stores in and
      around Indianapolis; and

   3) Moody's opinion that debt protection measure improvements
      will prove challenging as long as the company continues to
      run free cash flow deficits (after capital investment,
      shareholder enhancement, and cash pension contributions).

Ratings placed under review for possible downgrade:

   * Corporate Family Rating at B1

   * Senior subordinated 8.875% notes due in 2007, guaranteed by
     operating subsidiaries, at B3

Moody's does not rate the company's $82.5 million senior revolving
credit agreement, expiring in February 2006, which is secured by a
pledge of real estate.

Moody's review will focus on:

   * Marsh's merchandising and pricing initiatives to boost
     comparable store sales in the face of intense competition;

   * plans to improve profit margins and cash flow through further
     expense reduction; and

   * expected capital expenditure programs to expand its store
     base.

Moody's review will also examine Marsh's current financial policy
and its plans to replace or renew its existing bank revolving
credit agreement before the scheduled February 2006 expiration
date.

Intense competition from conventional supermarkets and
supercenters in its narrow geographic region has pressured the
company's already low operating margin, reducing it to1.3% in the
first fiscal quarter ended June 25, 2005, versus 1.7% in the prior
year's period.  Consequently, the modest levels of operating cash
flow generated by Marsh must be supplemented by incremental debt
to fund the company's ambitious capital expenditure program.

At June 25th, Marsh had borrowed $75 million under its $82.5
million bank revolving credit facility leaving additional
permitted borrowings of only $0.7 million.  By August 2, 2005,
however, bank borrowings had been reduced to $64 million.
Nonetheless, the company has a well established competitive
position as a:

   * leading supermarket operator around Indianapolis;

   * a modern store base; and

   * some revenue diversity provided by its convenience store
     operations.

Marsh Supermarkets, Inc. headquartered in Indianapolis, Indiana,
operates 118 supermarkets and 160 convenience stores in Indiana
and western Ohio.  Revenue for the fiscal year ended April 2, 2005
was about $1.75 billion.


MCI INC: Settles Interactive Voice Dispute for $2.5 Million Claim
-----------------------------------------------------------------
On Jan. 20, 2003, Interactive Voice Data Systems, Inc., filed
Claim No. 17022 for $2,500,000 against MCI Communications Corp.

The Debtors disputed owing the amounts asserted in the IVDS
Claim.

To resolve their dispute, the parties stipulate and agree that
the IVDS Claim will be allowed as a Class 6 Claim for $250,000.
IVDS will be paid $44,625 in cash and will receive 1,785 shares
of New MCI Common Stock.  Furthermore, the parties will exchange
mutual releases.

Judge Gonzalez approves the parties' Stipulation.

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)

                          *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCLEODUSA INC: CEO Chris Davis & CFO Ken Burckhardt Leave Post
--------------------------------------------------------------
McLeodUSA Incorporated disclosed the resignation of Chris Davis,
Chairman and Chief Executive Officer, as the Company's CEO
effective Aug. 12, 2005.  The action is in connection with its
anticipated capital restructuring and change of ownership.

Ms. Davis will remain as Chairman of the Board of Directors.  Also
effective on Aug. 12, Ken Burckhardt resigned from his positions
as Executive Vice President and Chief Financial Officer, and a
Director of the Company.

The Company has appointed Stan Springel of Alvarez & Marsal as
Chief Restructuring Officer.  Alvarez & Marsal is a well-known
firm that provides management and consulting services for
companies going through a restructuring process.  Joe Ceryanec,
Group Vice President -- Controller and Treasurer of the Company
has been appointed as the acting Chief Financial Officer.

                   Forbearance Agreement

As previously announced, the Company is working with its lenders
to effectuate a capital restructuring where the lenders would
convert a substantial portion of their debt to equity and become
the Company's stockholders.  None of the restructuring
alternatives under evaluation provide for any recovery for the
Company's current preferred or common stockholders.  Therefore,
the Company does not expect holders of its preferred or common
stock to receive any recovery in a capital restructuring.  In
addition, there can be no assurance that the Company will be able
to reach an agreement with its lenders regarding a capital
restructuring on terms and conditions acceptable to the Company
prior to the end of the forbearance period on Sept. 9, 2005.
Under the forbearance agreement, the lenders have agreed not to
take any action as a result of non-payment by the Company of
certain scheduled principal amortization and interest payments
that are due on or before Sept. 9, 2005.

The Company continues to believe that by not making principal and
interest payments on the credit facilities, cash on hand together
with cash flows from operations are sufficient to maintain
operations in the ordinary course without disruption of services
or negative impact on its customers or suppliers.  McLeodUSA
remains committed to continuing to provide the highest level of
service to its customers and to maintaining its strong supplier
relationships.

McLeodUSA Inc. -- http://www.mcleodusa.com/-- provides integrated
communications services, including local services, in 25 Midwest,
Southwest, Northwest and Rocky Mountain states.  The Company is a
facilities-based telecommunications provider with, as of June 30,
2005, 38 ATM switches, 38 voice switches, 698 collocations, 432
DSLAMs and approximately 2,072 employees.

At June 31, 2005, McLeodUSA Inc.'s balance sheet showed an
$84,715,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


MED GEN: Files Resale Registration Statement for 206 Mil. Shares
----------------------------------------------------------------
Med Gen, Inc., delivered a prospectus to the Securities and
Exchange Commission for the resale of 206,428,758 shares of its
Common Stock

The 206,428,758 shares includes:

   * up to 171,111,111 shares of common stock underlying callable
     secured convertible notes in a principal amount of
     $1,540,000; and

   * up to 18,117,647 shares issuable upon the exercise of common
     stock purchase warrants.

The callable secured convertible notes are convertible into our
common stock at 40% of the lesser of 0.09 and the average of the
lowest intra day trading prices during the 20 trading days
immediately prior to conversion.

The selling stockholders may sell common stock from time to time
in the principal market on which the stock is traded at the
prevailing market price or in negotiated transactions.  The
selling stockholders may be deemed underwriters of the shares of
common stock, which they are offering.  The Company will pay the
expenses of registering these shares.

Med Gen, Inc., was established under the laws of the State of
Nevada in October 1996 to manufacture, sell and license healthcare
products, specifically to the market for alternative therapies
(health self-care).

As of June 30, 2005, Med Gen's balance sheet reflected a $522,061
stockholders' deficit.


MERRILL CORP: S&P Raises Corporate Credit Rating to B+ from B
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
communications and document services company Merrill Corp.,
including its corporate credit rating to 'B+' from 'B'.

The outlook is stable.

"The upgrade reflects Merrill's continued good operating
performance and improving credit measures, despite volatility
inherent in the financial print business.  Merrill has built
sufficient debt capacity to absorb periodic variability within
this segment at the new ratings level," said Standard & Poor's
credit analyst Emile Courtney.

From fiscal year ended January 2003 through the fiscal year ended
January 2005, the St. Paul, Minnesota-based company experienced a
meaningful improvement in its operating results, primarily due to
increased capital market activities.  However, transaction volumes
have declined in the past six months, which modestly affected
recent operating performance in the Financial Document Services
segment.


MIRANT: Wants Summary Judgment Against Southern's Mega-Mil. Claims
------------------------------------------------------------------
Southern Company asks the U.S. Bankruptcy Court for the Northern
District of Texas to allow its claim for $316,650 and reserve for
resolution at a later date the consideration of the remainder of
Claim No. 6307 in Mirant Corporation and its debtor-affiliates'
chapter 11 cases.

On February 28, 2005, Southern filed a stack of Second Amended
Southern Claims in which Southern restates each of the claims
asserted in the First Amended Southern Claims and asserts claims
based on the Tax Indemnification Agreement between Southern and
the Debtors for $39,375,918.  The total face amount of the Second
Amended Proofs of Claim is $48,983,612.

As previously reported, Southern Company filed a proof of claim
for amounts, which may become due under certain guaranties.
Southern Company identified six guaranties under which Southern
Company guaranteed the obligations of Mirant Americas Energy
Marketing, L.P., to various third parties.  One of the identified
guaranties was a guaranty in favor of Abitibi-Consolidated Inc.

MAEM filed an objection to the Claim.

Southern Company subsequently amended the Claim, identifying two
liquidated amounts, $316,650 and $829,179 for payments made
relating to the Abitibi Guaranty after it had received a demand
from Abitibi-Consolidated Inc.

MAEM filed an Amended and Restated Objection to the Claim.

Southern Company asserts it has provided prima facie evidence of
the First Payment to MAEM.

Southern Company points out that MAEM neither denied the payment
was made nor specified a defense to the allowance of a claim in
favor of Southern Company for the First Payment.  Rather, the
Debtors raised defenses only to the payments that may be made in
the future by Southern Company under the Abitibi Guaranty.

Nevertheless, the Debtors sought to disallow the claim for the
$316,650.  According to Southern Company, the Debtors have failed
to state any plausible grounds for the disallowance of the claim
for the $316,650.

Accordingly, Southern Company asserts, its claim for the $316,650
should be allowed without further pleadings and without the
expenditure of court time.

                    Debtors Seek Summary Judgment

The Debtors tell the Court that resolution of the Southern
Guarantees Claim requires determination of four issues of law:

    a. Whether section 502(e)(1)(B) of the Bankruptcy Code, which
       provides that a claim for reimbursement or contribution
       will be disallowed if the claim is contingent at the time
       of its allowance or disallowance, requires for the
       disallowance of the contingent portions of the Southern
       Guarantees Claim?

    b. Whether section 502(e)(1)(A) of the Bankruptcy Code, which
       provides that a claim for reimbursement or contribution
       will be disallowed if the underlying claim of the primary
       creditor is disallowed, requires disallowance of the
       portions of the Southern Guarantee Claims relating to
       Southern's guarantee with Abitibi-Consolidated, Inc.?

    c. Whether the Southern Guarantees Claim is secured?

    d. Whether the Southern Guarantees Claim relating to
       Southern's guaranty with Avista Energy, Inc. should be
       expunged on the basis of Southern's statement in the
       Southern Guarantees Claim that Southern is withdrawing the
       portion of the claim relating to such guaranty?

The Debtors assert that MAEM is entitled to judgment as a matter
of law.

According to Robin E. Phelan, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, MAEM's entitlement to summary judgment on
substantially all of the Southern Guarantees Claim hinges on the
answer to this question: is the Southern Guarantees Claim
contingent?

"Other than the claim in respect of the Abitibi-Consolidated,
Inc., guarantee, the answer to that question is yes," Mr. Phelan
says.

Moreover, Mr. Phelan continues, other than in respect of the
Abitibi Guarantee, Southern does not contest the fact that no
demands have been made on Southern for payment under the other
guarantees addressed in the Southern Guarantees Claim.  Thus, the
Southern Guarantees Claim remains contingent.

Mr. Phelan points out that there is no genuine issue of material
fact in dispute.  "Simply put, other than the Abitibi Guarantee,
the Southern Guarantees Claim is contingent and unliquidated."

If the Southern Guarantees Claim is contingent at the time of its
allowance or disallowance, Mr. Phelan asserts, the Southern
Guarantees Claim must be disallowed.

With respect to the Abitibi Guarantee, Mr. Phelan notes that
Abitibi failed to file a proof of claim after MAEM rejected its
counterparty contract with Abitibi.  Thus, any claims Abitibi may
have had against MAEM are now disallowed.  As the guarantor under
the Abitibi Guarantee, Southern stepped into the shoes of
Abitibi.  Mr. Phelan tells the Court that these facts are not in
dispute, and pursuant to Section 502(e)(1)(A) of the Bankruptcy
Code, the Southern Guarantees Claim with respect to the Abitibi
Guarantee must also be disallowed.

In addition, Mr. Phelan continues, there is no basis for
Southern's assertion that the Southern Guarantees Claim is
secured.  Because Southern has affirmatively stated in the
Southern Guarantees Claim that it is withdrawing the claim
relating to the Avista Guarantee, that portion of the Southern
Claim should be expunged.

MAEM is now seeking to disallow the Southern Guarantees Claim.

Accordingly, the Debtors ask the Court to enter a summary
judgment in favor of MAEM.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants Court to Enforce Stay on Avoidance Actions
-------------------------------------------------------------
On July 22, 2005, the plaintiffs in the case styled "In re Mirant
Corporation Securities Litigation" served a subpoena on Troutman
Sanders LLP, Mirant Corporation and its debtor-affiliates' former
attorneys.  The United States District Court for the Northern
District of Georgia issued the subpoena to compel the firm to
produce a copy of all documents it produces to the Debtors.

The Bankruptcy Court previously stayed the Consolidated
Securities Litigation on November 19, 2003.

The Consolidated Plaintiffs, Robin E. Phelan, Esq., at Haynes and
Boone, LLP, in Dallas, Texas, contends, "are clearly attempting
to circumvent the requirements of the Stay Order and the
automatic stay protection of Section 362(a)(3) of the Bankruptcy
Code by seeking the Debtors' documents without first obtaining
[the Bankruptcy Court's] approval."

According to Mr. Phelan, the Subpoena is invalid because it:

    (a) was not issued from the Bankruptcy Court in violation the
        Stay Order;

    (b) seeks property of the Debtors' Chapter 11 estate in
        violation of the stay;

    (c) is overly broad; and

    (d) seeks production of documents protected by the attorney-
        client privilege.

Hence, the Debtors ask Judge Lynn to direct the Consolidated
Plaintiffs to immediately withdraw their Subpoena.

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: Selling Two Transformers to Equisales for $600,000
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to authorize
the private sale by Mirant Americas, Inc., and Mirant Wyandotte,
LLC, of two power transformers including related equipment and
documentation to Equisales Associates, Inc., pursuant to a
Purchase and Sale Agreement, dated as of July 15, 2005.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that before the Petition Date, the Debtors
purchased the Transformers along with certain gas turbines to
construct additional power generation facilities.  The
Transformers were purchased and specifically configured to meet
the technical requirements of the Debtors' Wyandotte project.

However, due to a downturn in the merchant energy sector and the
Debtors' liquidity problem, the Debtors suspended construction on
certain projects, including the Wyandotte project.  As a result,
the Debtors no longer need the Transformers.

Therefore, the Debtors decided to sell the Transformers, after
determining that any option value to be derived from retaining
the Transformers, either for use in other projects or for future
disposition, is outweighed by the administrative and economic
costs of maintaining and storing the Transformers for an
uncertain period of time.

The Debtors, Mr. Phelan reports, began marketing the Transformers
in May 2004 together with their equipment marketer and brokers,
PennEnergy, Inc., and Thomassen Amcot International.

The Debtors, in consultation with their advisors, entered into
the Purchase and Sale Agreement with Equisales, whereby Equisales
agree to purchase the Transformers for $600,000.

The important terms of the Agreement are:

    1. Equisales will initially pay $120,000 of the Purchase
       Price, with the remaining $480,000 to be paid at the
       Closing Date.  If the Court does not approve the Sale, the
       Deposit will be returned to Equisales;

    2. The sale will close three days after Court approves the
       Purchase Agreement;

    3. The Debtors will deliver the Transformers' title to
       Equisales at Closing, on an "as is" and "where is" basis;

    4. Equisales will bear all taxes associated with the Sale; and

    5. If Equisales does not remove the Transformers on the
       Closing Date, the Debtors will provide storage space for up
       to 60 days after the Effective Date at no cost to
       Equisales.  The Debtors are free to remove the Transformers
       from the Site at the expiration of the 60-day period at
       Equisales' expense.

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)


MIRAVANT MEDICAL: June 30 Balance Sheet Upside-Down by $1.5 Mil.
----------------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT) reported consolidated
financial results for the second quarter ended June 30, 2005.  The
net loss for the quarter was $4.9 million, compared to a net loss
of $3.7 million for the same period in 2004.  The net loss for the
six months ended June 30, 2005 was $8.6 million, compared to a net
loss of $9.2 million for the same period in 2004.

The Company had cash and marketable securities of $7.5 million at
June 30, 2005.  The Company also has a $15.0 million convertible
line of credit available to the Company under certain conditions
and restrictions.

"Miravant's board and employees are focused on preparation and
launch of the confirmatory Phase III clinical trial for PHOTREX
for the treatment of wet age-related macular degeneration.
Patient screening for the confirmatory Phase III clinical trial is
underway and patient treatment is scheduled to begin within the
next 30 days at multiple trial venues," stated Robert J.
Sutcliffe, Miravant's chairman.  "While focusing the company's
efforts on this important trial, we have been able to realize
significant expense reductions through a company-wide
restructuring program, and we continue to assess valuation
enhancement opportunities presented by our companion programs.  We
are gratified by the response to the progress in our programs and
our PhotoPoint technology and we look forward to building on that
progress with the restructured Miravant."

          PHOTREX(TM) Confirmatory Clinical Trial

The confirmatory Phase III clinical trial for PHOTREX(TM) is
expected to commence during the third quarter of 2005 at
approximately 50 investigational sites in the United Kingdom,
Central and Eastern Europe.  The randomized, placebo-controlled
trial, reviewed by the U.S. Food and Drug Administration under a
Special Protocol Assessment, will include a range of patients with
both classic and occult forms of wet age-related macular
degeneration.

Miravant also disclosed that it expects to conduct a primary
efficacy endpoint analysis at 12 months (one year after initial
treatment), with a total of approximately 650 patients to be
analyzed.  Assuming the achievement of positive clinical results,
the Company expects to amend its New Drug Application (NDA) to
seek marketing approval while the patients are followed for a
second year.

PHOTREX(TM), Miravant's most advanced PDT drug, is in development
to treat patients with wet AMD, a debilitating eye disease and
leading cause of blindness in older adults.  The FDA requested the
confirmatory Phase III study in its Approvable Letter dated
September 30, 2004, after reviewing the Company's New Drug
Application (NDA).

                       Financings

In May 2005, Miravant completed an $8 million convertible
preferred stock funding, with net proceeds to the Company of
approximately $7.6 million.  The Preferred Stock is convertible
into Common Stock at the conversion price of $1.00 per share.  The
Company also issued a warrant to purchase one share of Common
Stock for each convertible share of Common Stock purchased.  The
exercise price of each warrant is $1.00 per share.

                      New Directors

On June 23, 2005, the Company held its Annual Meeting of
Stockholders and elected six directors to the Board:

   -- Rani Aliahmad,
   -- Nuno Brandolini,
   -- Michael Khoury,
   -- Gary S. Kledzik,
   -- David E. Mai,
   -- Kevin R. McCarthy and
   -- Robert J. Sutcliffe.

In July 2005, the Company implemented a significant cost-
restructuring program.  This cost restructuring program included a
detailed evaluation of all of the Company's research and operating
costs.  Based on the results of this evaluation, the Board of
Directors concluded that a reduction in staff was necessary, as
well as overall salary decrease for some of the remaining
employees and executives.

                  CEO Gary Kledzik Resigns

In addition, the Board of Directors also accepted the resignation
of Gary S. Kledzik, Ph.D. as chief executive officer, chairman and
director.  The Board of Directors named director Robert J.
Sutcliffe as Miravant's new, non-executive chairman, and disclosed
the appointment of an interim executive committee consisting of
Robert J. Sutcliffe and director Rani Aliahmad to coordinate
management functions, identify CEO candidates and recommend
initiatives to increase productivity and leverage Miravant's
development programs.  Miravant's President, David E. Mai and CFO,
John M. Philpott, will report to the interim executive committee.

Miravant Medical Technologies specializes in PhotoPoint(R)
photodynamic therapy (PDT), developing light-activated drugs to
selectively target diseased cells and blood vessels. Miravant's
primary areas of focus are ophthalmology and cardiovascular
disease, with new drugs in clinical and preclinical development.
PHOTREX(TM) (rostaporfin), the Company's most advanced drug, has
received an FDA Approvable Letter as a treatment for wet age-
related macular degeneration and a Special Protocol Assessment for
a Phase III confirmatory clinical trial. Miravant's cardiovascular
development program, supported in part by an investment from
Guidant Corporation, focuses on life-threatening coronary artery
diseases, with PhotoPoint(R) MV0633 in advanced preclinical
testing for atherosclerosis, vulnerable plaque and restenosis.

At June 30, 2005, Miravant Medical's balance sheet showed a
$1,537,000 stockholders' deficit, compared to a $1,982,000 defiict
at Dec. 31, 2004.


MQ ASSOCIATES: Extends Consent Solicitation Until Friday
--------------------------------------------------------
MQ Associates, Inc. and MedQuest, Inc., are each extending the
expiration date for the previously announced consent solicitations
to seek certain amendments to:

    (i) the outstanding 12-1/4% Senior Discount Notes due 2012 of
        MQ Associates and the related indenture dated as of
        Aug. 24, 2004; and

   (ii) the outstanding 11-7/8% Senior Subordinated Notes due 2012
        of MedQuest and the related indenture dated as of Aug. 15,
        2002.

The consent solicitations by the Company, each previously
scheduled to expire at 5:00 p.m., New York City time, on Aug. 12,
2005, will now expire at 5:00 p.m., New York City time, on Friday,
Aug. 19, 2005, unless further extended.

The Company has been advised by Global Bondholder Services
Corporation, the tabulation agent for the consent solicitations,
that, as of 5:00 p.m., New York City time, on August 12, 2005,
valid consents have been received from holders of approximately
$113.9 million in aggregate principal amount at maturity of the
12-1/4% Notes, and $146.4 million in aggregate principal amount of
the 11-7/8% Notes.

The consent solicitations seek to amend the indentures governing
the 12-1/4% Notes and the 11-7/8% Notes to, among other things,
suspend until December 31, 2005, the Company's obligations to
comply with the financial reporting and related delivery covenants
in the indentures governing the Notes.  Each noteholder that
consents will also be waiving all defaults in connection with the
Company's failure to comply with the financial reporting and
related delivery covenants and any and all rights to cause the
principal of, and accrued interest on, the Notes to be immediately
due and payable as a result of such defaults.  The record date for
the consent solicitations is July 29, 2005.

As a result of receiving the consent of the holders of:

    (i) a majority of the aggregate principal amount at maturity
        of the 12-1/4% Notes that are outstanding, and

   (ii) a majority of the aggregate principal amount of the 11-
        7/8% Notes that are outstanding, MQ Associates (in the
        case of the 12-1/4% Notes) and MedQuest (in the case of
        the 11-7/8% Notes),

will promptly execute and deliver supplemental indentures with
respect to the respective indentures governing the 12-1/4% Notes
and the 11-7/8% Notes.

The supplemental indentures will not, however, become effective
unless and until the Company accepts for payment the consents
pursuant to the consent solicitations.  Upon the execution of the
supplemental indentures, consents for each series of Notes will
become irrevocable and may not be validly withdrawn unless the
consent solicitations are terminated by the Company.

The Company has retained Global Bondholder Services Corporation to
serve as the tabulation agent and information agent.

Copies of the consent solicitation statement and related documents
may be obtained at no charge by contacting the information agent
by telephone at (866) 952-2200 (toll-free) or (212) 430-3774, or
in writing at 65 Broadway, Suite 704, New York, NY 10006,
Attention: Corporate Actions.  Questions regarding the consent
solicitations may be directed to the information agent at the same
telephone numbers and address.

This announcement is not a solicitation of consents with respect
to any Notes.  The solicitations are being made solely by the
consent solicitation statement.  The consent solicitations are not
being made to, nor will letters of consent and release be accepted
from or on behalf of, holders in any jurisdiction in which the
making of the consent solicitations or the acceptance of such
letters of consent and release would not be in compliance with the
laws of such jurisdiction.

MQ Associates is a holding company and has no material assets or
operations other than its ownership of 100 percent of the
outstanding capital stock of MedQuest.  MedQuest is a leading
operator of independent, fixed-site, outpatient diagnostic imaging
centers in the United States. These centers provide high quality
diagnostic imaging services using a variety of technologies,
including magnetic resonance imaging, computed tomography, nuclear
medicine, general radiology, ultrasound and mammography.  As of
June 30, 2005, MedQuest operated a network of 96 centers in 13
states located primarily throughout the southeastern and
southwestern United States.

                           *     *     *

The Company's 12-1/4% senior discount notes due 2012 carry Moody's
Investors Service's and Standard & Poor's junk ratings.


MURRAY INC: Court Approves Company's Disclosure Statement
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
Nashville Division approved Murray, Inc.'s Disclosure Statement
explaining the Debtor's Plan of Liquidation on August 4, 2005.

                        Terms of the Plan

The Plan provides for the distributions of the proceeds from the
Debtor's recent sale of substantially all of its operating assets
and the disposition of its residual assets.

Briggs and its affiliate, Briggs & Stratton Canada, Inc., bought
the assets of Murray Inc. and Murray Canada Co., for $125 million.
The sale closed on Feb. 11, 2005.

The Post-Confirmation Estate under the Plan is a liquidating trust
to be administered by a Liquidating Agent who will be responsible
for:

   * administering estate funds under the Plan;
   * objecting to claims; and
   * liquidating through prosecution, settlement or other
     disposition, claims and rights of action, and the Residual
     Assets.

Holders of these claims will be paid in full on the Plan's
effective date:

      Claim                                 Claim Amount
      -----                                 ------------
      Administrative Claims                   $9,500,000
      Tax Claims                                $750,000
      Priority Claims                           $200,000
      PBGC Secured Claim                      $6,981,000
      Tomkins Secured Claim                  $11,900,000
      Toshiba American Secured Claim            $105,000
      Toshiba Financial Secured Claim            $11,600
      Wal-Mart Secured Claim                    $605,000
      Ozburn-Hessey Secured Claim               $300,000
      Tri-Town Secured Claim                     $65,000

Holders of general unsecured claims aggregating $205,000,000 will
recover around 2% to 7% of their claims.  The timing of the
distributions will be in the reasonable discretion of the
Liquidating and Disbursing Agent.

Equity interests will be cancelled.

With a Court-approved disclosure statement in hand, the Debtor
will now ask impaired creditors to vote to accept its liquidating
plan.

The Court will consider confirmation of the Liquidating Plan on
Sept. 22, 2005.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NEXTEL COMMS: Sprint Nextel Merger Transaction Closes
-----------------------------------------------------
Sprint (NYSE: FON) and Nextel Communications Inc. (NASDAQ: NXTL)
completed their merger transaction, forming Sprint Nextel
Corporation.  Sprint Nextel common stock began trading on the New
York Stock Exchange on Monday, Aug. 15, 2005, under the symbol
"S".

Gary Forsee, chief executive officer and president of Sprint
Nextel, said, "This is a great day for our investors, customers,
employees and partners.  Through a broad portfolio of product and
service offerings and a passion for meeting the needs of our
customers, Sprint Nextel expects to win in the market.  As we look
to the future, Sprint Nextel will provide customers innovative
wireless data services with media and entertainment content
augmented by a global IP network that provides consumer, business
and government customers compelling integrated communications
solutions."

Tim Donahue, executive chairman of Sprint Nextel, commented,
"Communication is changing, and we are not only ready for it, we
will lead it.  In solid, tangible, measurable ways Sprint Nextel
will put points on the scoreboard as we drive growth and
profitability in a wireless world.  The leadership team has worked
tirelessly over the past several months to position the combined
company for a seamless integration and Sprint Nextel is ready to
hit the ground running to deliver on its promise to all of its
customers."

                    Merger Transaction

Each outstanding share of Nextel common stock will be converted
into a combination of Sprint Nextel common stock and cash with a
value equal to 1.3 shares of Sprint Nextel common stock.  The
amount of stock and cash consideration will be computed in
accordance with the adjustments set forth in the Sprint Nextel
merger agreement and will be based on, among other things, the
actual number of shares of Sprint and Nextel stock outstanding
immediately before the completion of the merger.

With more than 44 million wireless subscribers, Sprint Nextel
serves a balanced mix of consumer, business and government
customers, and produces the highest average revenue per user in
the industry.  On a "pro forma" basis, Sprint Nextel reported
revenues of $40.8 billion for the year ending December 31, 2004.

Sprint Nextel, along with its affiliates and partners, operates
networks that cover approximately 268 million people.  With its
extensive network, spectrum assets and technology migration path,
Sprint Nextel is well positioned to lead the industry.  Sprint
Nextel has approximately 80,000 employees with its executive
headquarters in Reston, Virginia, and its operational headquarters
in Overland Park, Kansas.

As of Aug. 5, 2005, the Company received tendered Original Notes
from holders of approximately 99% (in the aggregate) of the
outstanding principal amount of Nextel's:

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

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

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

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

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

                      Seamless Transition

Customers using CDMA and iDEN products and services will continue
to enjoy the benefits of their current phones, service plans and
features.  Customers with questions or looking for more
information should log on to -- http://www.sprint.com/-- for
answers about the combined company.  Sprint Nextel will soon start
communicating with customers through advertising and direct
communications channels.  As announced earlier this summer, Sprint
Nextel will go-to-market using the Sprint brand name, with the
Nextel name continuing as a key product brand.

A highly experienced management team leads the combined company.
Gary Forsee is the president and chief executive officer of Sprint
Nextel.  Tim Donahue is executive chairman of the combined
company.  Together they have a proven track record of leadership
and nearly six decades of industry experience.  Len Lauer serves
as chief operating officer of Sprint Nextel and Paul Saleh serves
as chief financial officer of Sprint Nextel.

              Local Telecommunications Business

Sprint Nextel has begun the process of separating the operations
of Sprint's local telecommunications business, including consumer,
business and wholesale operations, and will seek regulatory
approvals to spin off the local telecommunications business to
Sprint Nextel shareholders in a tax-free transaction, which is
expected to be completed in 2006.

The local telecommunications business, led by Daniel Hesse, chief
executive officer-designate, will have its own management team and
board of directors, consisting of an equal number of designees
from Sprint and Nextel.  The local telecommunications business,
which has approximately 7.5 million local access lines in 18
states and as of June 30, 2005 had revenues of more than $6
billion during the prior 12 months, will be the largest
independent local telecommunications company in the U.S.  It will
have commercial operating relationships with Sprint Nextel for
mobile and long-distance network services, and will receive
certain transitional services, including corporate support
functions.  Its corporate headquarters will be in the Kansas City
metropolitan area.  Completion of the spin-off is subject to
certain conditions, including regulatory approvals.  Following
completion of the spin-off, the common stock of the local
telecommunications business is expected to be listed on the New
York Stock Exchange.

Sprint Nextel -- http://www.sprint.com/-- offers a comprehensive
range of wireless and wireline communications services to
consumer, business and government customers.  Sprint Nextel is
widely recognized for developing, engineering and deploying
innovative technologies, including two robust wireless networks
offering industry leading mobile data services; instant national
and international push-to-talk capabilities; and an award-winning
and global Tier 1 Internet backbone.

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

                            *     *     *

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

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


NEXTEL COMMS: Sprint Nextel Guarantees Payment of Senior Notes
--------------------------------------------------------------
Sprint Nextel Corporation (NYSE:S) has guaranteed the payment
obligations of Nextel Communications Inc., its wholly owned
subsidiary, with respect to Nextel's:

    * 7.375% Senior Serial Redeemable Notes due 2015, Series D,

    * 6.875% Senior Serial Redeemable Notes dues 2013, Series E,
      and

    * 5.95% Senior Serial Redeemable Notes due 2014, Series F.

The terms of the Exchange Notes issued in connection with Nextel's
Offer to Exchange and Consent Solicitation, which was completed
Aug. 5, 2005, included a covenant under which Nextel would
undertake to seek from Sprint Nextel following the merger between
Sprint and Nextel a guarantee of all Nextel's payment obligations
with respect to the Exchange Notes.  Following completion of the
merger on Aug. 12, 2005, Sprint Nextel entered into a supplemental
indenture with BNY Midwest Trust Company, the trustee under the
indenture that governs the Exchange Notes, pursuant to which
Sprint Nextel has guaranteed Nextel's payment obligations under
the Exchange Notes and the indenture.

The Company received tendered Original Notes from holders of
approximately 99% of the outstanding principal amount of Nextel's
notes in the aggregate.

Sprint Nextel -- http://www.sprint.com/-- offers a comprehensive
range of wireless and wireline communications services to
consumer, business and government customers.  Sprint Nextel is
widely recognized for developing, engineering and deploying
innovative technologies, including two robust wireless networks
offering industry leading mobile data services; instant national
and international push-to-talk capabilities; and an award-winning
and global Tier 1 Internet backbone.

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

                            *     *     *

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

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


O'SULLIVAN: Inks Forbearance Pact & Restructuring Talks Continue
----------------------------------------------------------------
O'Sullivan Industries, Inc., is continuing negotiations with its
senior secured and other creditors regarding a consensual
financial restructuring of its balance sheet.  In connection with
these negotiations, O'Sullivan has entered into a forbearance
agreement with the controlling holders of its 10.63% Senior
Secured Notes due 2008.

O'Sullivan plans to use the forbearance period to continue its
restructuring efforts and the initiatives that it has undertaken
to improve its liquidity position and operations.

"We will continue to negotiate the terms of a financial
restructuring with our Noteholders and others during the time
afforded us by the Forbearance Agreement, and we expect to
maintain normal operations throughout the financial restructuring
process," said Bob Parker, President and Chief Executive Officer
of O'Sullivan.  "We will continue to provide our customers with
the same high-quality products and superior customer service
without any interruption, and will continue to act responsibly
toward our employees and vendors."

Pursuant to the Forbearance Agreement, the Noteholders have agreed
not to exercise any enforcement rights or remedies available to
them under the Senior Secured Notes indenture as a result of
O'Sullivan's non-payment of interest on the Senior Secured Notes
prior to the end of the grace period.  If these exercise of
enforcement were made, the indebtedness would become immediately
due and payable.  The Forbearance Agreement will expire on
Sept. 15, 2005, unless extended.  With no binding obligation, the
parties have agreed to continue to work together in good faith to
consider further extensions of the forbearance period.

                           Default

The failure to pay the interest on the Senior Secured Notes within
the grace period also constitutes an event of default under
O'Sullivan's $40 million working capital revolving line of credit
agreement dated as of Sept. 29, 2003, with General Electric
Capital Corporation as Agent and a Lender.  O'Sullivan is
negotiating with GECC to amend the credit agreement to address
these issues.  To date, GECC has continued to make funds available
under the credit agreement pending negotiation of an amendment.

O'Sullivan previously disclosed that it has retained Lazard Freres
& Co. LLC to serve as its financial advisor and Dechert LLP to
serve as its legal advisor to assist with its evaluation of
strategic alternatives and restructuring efforts.

A full-text copy of the Forbearance Agreement dated Aug. 12, 2005,
is available at no charge at http://ResearchArchives.com/t/s?cf

O'Sullivan has $100 million of 10.63% senior secured notes due
2008 outstanding.  GoldenTree Asset Management L.P. currently
holds $70,190,000 in principal amount, and Mast Credit
Opportunities I, (Master) Ltd. holds $13,160,000 in principal
amount, of those Senior Secured Notes.   Lawyers at Kasowitz,
Benson, Torres & Friedman LLP represent GoldenTree and Mast.

O'Sullivan has promised the Noteholders that management and its
financial adviser will undertake an analysis of the Company's
enterprise value and debt capacity, and, by September 2, 2005,
deliver a term sheet for a restructuring proposal.  The Company
also promises that it will endeavor in good faith to retain a
restructuring officer on terms reasonably acceptable to the
Noteholders.

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
-- whose March 31, 2004 balance sheet shows a shareholders'
deficit of $154 million -- is a leading manufacturer of ready-to-
assemble furniture.

At March 31, 2005, O'Sullivan Industries' balance sheet showed a
$197.5 million stockholders' deficit, compared to a $154 million
deficit at March 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on July 20, 2005,
Moody's Investors Service downgraded O'Sullivan Industries' Senior
Secured Notes to Ca from Caa1 following O'Sullivan's announcement
on July 15, 2005, that it will utilize the-30 day grace period for
its $5.3 million interest payment on the secured notes.

At the same time Moody's downgraded O'Sullivan's corporate family
rating (previously known as the senior implied rating) to Caa3
from Caa1 and downgraded the company's senior subordinated notes
rating to C from Ca and affirmed the senior discount notes rating
at C.  Moody's said the outlook is negative.


OWENS CORNING: District Court Affirms Orders vs. Price Management
-----------------------------------------------------------------
Judge Fullam of the U.S. District Court for the District of
Delaware affirms Judge Fitzgerald's Order dated Oct. 7, 2004:

    -- granting summary judgment in favor of Owens Corning and
       against Price Management Control Corporation; and

    -- ruling that Claim No. 6923 asserted by PMCC is disallowed
       and expunged in its entirety.

In a two-page Memorandum and Order, Judge Fullam opines that as
what the Bankruptcy Court found, the contract entered into by
Owens Corning and PMCC on October 23, 1998, relating to services
in connection with a program for hedging asphalt costs is
"reasonable, well stated, and clear."

The Contract provides that Owens Corning may terminate the
Agreement upon 30 days prior written notice of intent to
terminate delivered to PMCC, by certified or registered mail.
PMCC may not terminate the Agreement prior to the scheduled
termination date.

Upon termination of the Agreement one of two situations will
exist:

    a. There will be no hedges in place at the time of
       termination.  In that case, Owens Corning will owe PMCC
       $22,500 for the original fee and if that has been paid in
       full, Owens Corning will have no further obligation to
       PMCC; and

    b. There will be hedges in place at the time of termination.
       In that case, Owens Corning and PMCC agree that an
       accounting of all open positions will be accomplished

According to Judge Fullam, there is no dispute that:

    -- Owens Corning sent written notice of termination and paid
       PMCC $22,500; and

    -- there were no hedges in place at the time of termination.

"The contract requires nothing more of Owens Corning, and PMCC's
argument that the agreement obligated Owens Corning to enter into
hedging transactions (of an unknown number, for an unknown period
of time, at an unknown cost) contravenes the contractual language
and any reasonable business practice," Judge Fullam explains.

The District Court finds that the language of the contract
clearly indicates that PMCC anticipated it might receive no more
than $22,500, and it cannot base a successful breach of contract
claim on the argument that it wanted to receive more.  "For the
same reason, the unjust enrichment and joint venture claims must
fail.  PMCC set the price for the work it performed, and was not
entitled to additional compensation unless it performed
additional work.  Owens Coming's termination of the contract
obviated the need for additional work."

PMCC also contends that summary judgment should not have been
granted on its fraud claim, which is based on the notion that
Owens Corning "lured" PMCC into developing the hedging program at
a reduced cost without disclosing facts that made it unlikely
Owens Corning would engage in the transactions.  The Bankruptcy
Court ruled correctly, Judge Fullam notes.  "It does not matter
why Owens Corning did not enter into any hedging transactions or
even whether it intended to enter into such transactions.  Owens
Corning had no duty to disclose that it might not do that which
it was not obligated to do."

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 113;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC MAGTRON: Hires John Walton as Special Litigation Counsel
----------------------------------------------------------------
Pacific Magtron, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Nevada to employ The Law
Offices of John R. Walton as special litigation counsel.

John R. Walton, Esq., will represent the Debtor in a legal dispute
arising under an Interim Management Agreement with Micro
Technology Concepts, Inc.

                   Interim Management Agreement

As reported in the Troubled Company Reporter, Micro Technology
agreed to manage the operations of the Debtor's business and
supply the company with merchandise to ensure ample inventory and
uninterrupted service to the Debtor's customers.  In return, Micro
Technology will receive a fee in the form of a percentage of the
gross margin generated by the Debtor's sales.  Micro Technology is
the Debtor's largest secured creditor.

When Micro Technology restricted the use of its cash collateral
following a dispute on the Debtor's budget, the Debtors complained
that Micro Technology had evaded its responsibility to use its
best efforts to preserve the Debtor's business.

The Debtor also complained that Micro Technology further violated
the provisions of the Interim Management Agreement by attempting
to induce sales personnel to leave the Company, contacting and
soliciting costumers and otherwise attempting to usurp their
business.

The Debtor tell the Court that Mr. Walton's duties will be limited
to the Micro Technology litigation and there will be limited
overlapping of the work performed by Schwartzner $ McPherson Law
Firm, the Debtor's local counsel in the Micro Technology
litigation.

Mr. Walton will charge the Debtor at a reduced rate of $225 per
hour.  His paralegals and legal assistants will charge at a
reduced rate of $100 per hour.

Pursuant to his retention agreement, Mr. Walton is entitled to:

    a) a $30,000 advance fee deposit to cover accrued hourly fees
       and costs; and

    b) a contingent fee equal to 20% of any gross recoveries
       received by the Debtor from the Micro Technology
       litigation.

Additional payments and fees over the initial fee deposit will be
made subject to approval from the Court.

Mr. Walton has extensive experience in all phases of litigation,
including trails in state and federal courts, arbitration,
mediation and appeals.  His practice is focused on business
litigation, including intellectual property, shareholder and
partnership disputes, business torts, unfair competition,
securities and contract issues.

The Debtor assure the Court that Mr. Walton does not hold any
interest adverse to their estates.

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--  
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PACIFIC MAGTRON: Hires DBC to Market Milpitas Facility
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave Pacific
Magtron International Corp. and its debtor-affiliates permission
to employ DBC Real Estate Services, Inc., as their real estate
broker.  DBC will market and sell the Debtors' 3.32-acre warehouse
and office complex in Milpitas, California.

DBC will have an exclusive right to sell the Debtors' Milpitas
property.  The Firm will receive a broker's commission equal to 4%
of the property's selling price, payable at the close of the
transaction.

However, the Firm is not entitled to any commission if the
property is sold at a price lower than Advanced Communications
Technologies, Inc.'s current bid of $3,400,000.  Advanced
Communications holds a 62% stake in Pacific Magtron.

To effect a timely transaction for the benefit of the Debtors'
estate, DBC agrees to operate within this schedule:

    a) offers to purchase are to be received within 30-45 days
       after Aug. 1, 2005;

    b) deposits, in actual funds, bank check or cashier's check
       are required from prospective buyers within 5 days of
       acceptance of an offer to purchase; and

   c) due diligence, documentation and closing shall occur within
      120 after Aug. 1, 2005, or at such other closing date as
      agreed to by the Debtor and the Court.

DBC -- http://www.dbccommercial.com/-- is offering the property
at $4.3 million.  A copy of DBC's marketing brochure for the
Milpitas property is available for free at

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

Geoffrey C. Davis, DBC's President and Chief Financial Officer,
assures the Court that his Firm does not represent any interest
adverse to the Debtor or its estate.

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--  
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PARMALAT USA: Preliminary Injunction Hearing Moved to Oct. 18
-------------------------------------------------------------
Judge Drain of the U.S. Bankruptcy Court for the Southern District
of New York adjourns the consideration of the Application filed by
Gordon I. MacRae and James Cleaver -- as Joint Provisional
Liquidators of Parmalat Capital Finance Limited, Dairy Holdings
Limited, and Food Holdings Limited -- for preliminary injunction
to October 18, 2005, at 10:00 a.m.

In the interim, Judge Drain enjoins and restrains all persons
subject to the jurisdiction of the U.S. Court from commencing or
continuing any action to collect a prepetition debt against the
Finance Companies without obtaining relief from the Court.

Parmalat Finanziaria S.p.A.'s time to answer the Petitions
commencing these ancillary proceedings is extended until
November 15, 2005.

Any objections to the further continuation of the Preliminary
Injunction must be in writing, filed with the U.S. Bankruptcy
Court for the Southern District of New York, and served by
October 13, 2005, at 12:00 p.m.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: ReGen Has Until Sept. 8 to React to Objection
----------------------------------------------------------------
The PSC Liquidating Trust asks the U.S. Bankruptcy Court for the
District of Maine to reclassify, reduce and disallow Claim Nos.
1070 and 1071 filed by ReGen Capital I, Inc., as assignee of AT&T
Corp.

John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &
Haley, LLP, in Portland, Maine, relates that ReGen timely filed
Claim No. 494.  On February 24, 2005, Claim No. 494 was
adjudicated and set at $105,089.  Included in Claim No. 494 were
the accounts alleged in Claim Nos. 1070 and 1071.

"To the extent that the claims made in Claim Nos. 1070 and 1071
involve the accounts claimed in Claim No. 494, and amounts now
claimed under Claims Nos. 1070 and 1071 could have been claimed at
the time of the filing of Claim No. 494, then Claims 1070 and
1071, to amount of the claims that could have been asserted in
Claim 494, are collaterally estopped up to the amounts allowed
under Claim 494," Mr. McVeigh argues.

In addition, Claim Nos. 1070 and 1071 appear to be claims for
prepetition debt.  Claim Nos. 1070 and 1071 are designated neither
as rejection claims nor as administrative claims.

Mr. McVeigh asserts that to the extent they are on account of
prepetition debt which could have been filed before the
October 12, 2004, general bar date for filing proofs of claim,
Claims Nos. 1070 and 1071 were untimely filed and should be
disallowed.

                        Rejection Claims

Although ReGen has not made any apparent effort to distinguish
between prepetition accruals and any rejection claims which may
have arisen postpetition, ReGen may assert that all or a portion
of the amounts asserted in Claims Nos. 1070 and 1071 arise from
rejection claims.

On November 9, 2004, the Court established procedures and bar
dates for the filing of rejection claims.  Under the Rejection
Claims Order, two different rejection claims bar dates were
provided for.

The first bar date pertains to contracts that were immediately and
automatically rejected.  The non-debtor parties were given until
January 8, 2005, to file rejection claims.

Claim No. 1071 involves claims on a "Voice and Data" services
contract between Pegasus Satellite Communications, Inc., and AT&T.
The Voice and Data Services Contract was among the contracts
covered by the First Bar Date.  Mr. McVeigh asserts that, to the
extent Claim No. 1071 is construed to be a rejection claim, it was
untimely filed and should therefore be disallowed in its entirety.

The second bar date pertains to a group of contracts for which the
Debtors were required to provide a notice of rejection to the
individual non-debtor party, and cause rejection to be effective
15 days after receipt of the notice.  The non-debtor party then
had 30 days to file any rejection claim.

Mr. McVeigh notes that Claim No. 1070 involves an equipment
purchase contract between PSC and AT&T, which contract was listed
among those encompassing the Second Bar Date.

Mr. McVeigh believes that neither AT&T nor ReGen ever received the
notice of rejection for the Equipment Contract.  The Equipment
Contract was, therefore, never rejected pursuant to the terms of
the Rejection Claims Order.  As appears on the attachment to Claim
No. 1070, the Equipment Contract expired on its own terms on
February 5, 2005.

The Equipment Contract, by its terms, sets a minimum purchase
"target" and provides for loss of a discount if the target is not
met.

While the Equipment Contract provides for damages for early
termination, Mr. McVeigh points out that it does not provide for
any remedy if the target is not met and the contract expires on
its own terms.

             Extension of Rejection Claims Bar Date

ReGen has asserted that it received oral and e-mail extensions of
the Rejection Claims Bar Date from the Debtors before their
Chapter 11 Plan was confirmed and the Liquidating Trustee was
appointed.  However, Mr. McVeigh contends that neither ReGen nor
the Debtors filed motions to extend any deadline.

Mr. McVeigh maintains that even with the January 31, 2005,
extension, which ReGen insists on having received, Claim Nos.
1070 and 1071 are still untimely filed to the extent they are
considered rejection claims.  Both claims were filed on
February 1, 2005.

                         Disputed Amounts

Mr. McVeigh notes that Claim No. 1070 asserted the full amount of
the minimum purchase target -- $1,080,000 -- despite the fact that
the Equipment Contract was then in the last months of its
contractual term.  ReGen asserted that nothing had been bought or
paid under the contract for over two and a half years.

"Such a failure to make any effort to discover the right amount,
and to make a claim which Regen knew had to be in error, amounts
to a bad faith filing which in itself should result in the claim
being stricken," Mr. McVeigh asserts.

The Liquidating Trustee's investigations reveal that over
$660,000 was paid by PSC under the Equipment Contract.
Preliminary investigations with AT&T personnel have indicated that
AT&T received $775,000 on the contract.   Mr. McVeigh insists that
Claim No. 1070 must be reduced by the amount already paid to AT&T
on the contract and allowed only in an amount which reflects the
proper damages calculation for any unpaid amounts under the terms
of the contract.

Moreover, Mr. McVeigh says that ReGen again has overstated the
amount of Claim No. 1071.  The Liquidating Trustee's examination
of the Debtors' books and records indicates payments of $302,993
under the Voice and Date Services Contract.  The cumulative
shortfall through the last year of the Contract was $177,008,
since AT&T had previously waived the minimum "target" for the
first year of the three-year contract.  The liquidated damages
provision of the contract sets the actual damages at 50% of the
cumulative shortfall, or $88,504.  Thus, to the extent Claim
No. 1071 is considered timely and to be allowed in any amount, it
should be allowed for only $88,500, Mr. McVeigh contends.

                   Allocation of Allowed Claims

To the extent either or both of Claim Nos. 1070 or 1071 are
allowed, they should properly be allowed as claims against the
PSC estate.  PSC is the entity with whom AT&T contracted.

ReGen may argue that the claims should be allocated to Pegasus
Satellite Television, Inc., because that was the vehicle through
which payments were made to AT&T.  However, outside of bankruptcy,
if AT&T were to sue on either of these contracts, it would sue
PSC, with whom it had privity, not PST.

"It makes no difference how the mechanics of payment were handled,
it matters with whom the contractual relationship was, and that
contractual relationship was with PSC, not PST," Mr. McVeigh says.

                          *     *     *

The Court gives ReGen until September 8, 2005, to respond to the
Liquidating Trust's objection.

ReGen sought an extension to allow its counsel more time to
prepare a response.  ReGen's local counsel, Perkins Olson, P.A.,
was hired just recently.  Key personnel at ReGen, as well as its
local and general counsel, also have been on vacation.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENN NATIONAL: Closes $30.5M Casino Rouge Sale to Louisiana Casino
------------------------------------------------------------------
Penn National Gaming, Inc.'s wholly owned subsidiary, Louisiana
Casino Cruises, Inc., closed its purchase of property it
previously leased for its Casino Rouge dockside operations.
The sale closed on August 10, 2005.

LCCI agreed to purchase the property from the lessor for $30.5
million subject to the satisfaction of certain real estate-related
closing conditions.  The closing of the real estate transaction
settled all outstanding legal claims between the parties.  As a
result of the transaction, the Company recorded a one-time
settlement charge of approximately $28.2 million pre-tax in its
2005 second quarter.

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates eleven facilities in nine jurisdictions
including West Virginia, Illinois, Louisiana, Mississippi,
Pennsylvania, New Jersey, Colorado, Maine and Ontario.  In
aggregate, Penn National's facilities feature over 13,000 slot
machines, 260 table games, 1,286 hotel rooms and 417,000 square
feet of gaming floor space.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PETROHAWK ENERGY: S&P Assigns B- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Petrohawk Energy Corp. and withdrew its 'B-'
corporate credit rating on Mission Resources Inc., upon
Petrohawk's acquisition of Mission.  The outlook is stable.

In addition, Standard & Poor's removed Mission's outstanding $130
million senior unsecured notes due 2011 from CreditWatch with
negative implications and affirmed its 'CCC' rating on the notes.
Mission's senior notes will be assumed and guaranteed by Petrohawk
after the Mission acquisition.  The two-notch differential between
the notes and Petrohawk's corporate credit rating reflects
significant priority bank debt.

Pro forma for the acquisition, Houston, Texas-based Petrohawk will
have $455 million in long-term debt.

"The ratings on independent exploration and production company
Petrohawk are based on a highly leveraged financial profile, an
aggressive growth strategy, and a high pro forma all-in cost
structure," said Standard & Poor's credit analyst Jeffrey B.
Morrison.  "A geographically diverse reserve base, a moderate
reserve life, and an experienced management team do not offset
these concerns," he continued.

The stable outlook for Petrohawk reflects expectations that near-
term cash flows and liquidity should be adequate to cover debt
service and planned capital expenditures.  If liquidity and cash
flows erode, likely due to a significant drop in commodity prices
and/or additional acquisition activity, the outlook could be
revised to negative.  Long-term ratings improvement or a positive
outlook revision will be dependent on Petrohawk reducing debt
leverage and financing future growth initiatives in a more
balanced manner.


PNC MORTGAGE: Delinquency Threats Prompt Fitch to Cut Ratings
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the PNC
Mortgage Securities Corp issue:

   Series 1999-10

     -- Classes 1A affirmed at 'AAA';
     -- Classes DB-1 affirmed at 'AAA';
     -- Classes DB-2 upgraded to 'AA+' from 'AA';
     -- Classes DB-3 affirmed at 'AA';
     -- Classes DB-4 downgraded to 'B-' from 'B';
     -- Classes DB-5 remains at 'C'.

The affirmations on the above classes reflect adequate credit
enhancement in light of future loss expectations and affect
approximately $24.55 million of certificates.

The upgrade reflects an increase in credit enhancement relative to
future loss expectations and affects approximately $5.31 million
of certificates.  The current CE level for class DB-2 has
increased by more than seven times the original CE levels since
the closing date (September 28, 1999).  Class DB-2 benefits from
17.88% subordination (originally 2.35%).  There is currently only
7% of the original collateral remaining in the pool.

The negative rating action on Class DB-4, which affects $2.03
million of outstanding certificates, was taken due to the
increasing threat of high delinquencies in relation to decreasing
credit support provided by Class DB-5 (as a result of cumulative
losses to date).  As of the July 2005 distribution date, there
have been $2.16 million in cumulative losses and 13.04% of
outstanding loans in the 90 or more day delinquency bucket
(including Foreclosure and REO).

Fitch will continue to continue to closely monitor these deals.
Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


PONDERLODGE INC: Steamboat Capital Opposes Cash Collateral Use
--------------------------------------------------------------
Ponderlodge, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to use cash collateral securing its
obligations to Steamboat Capital III, LLC.  Steamboat Capital
holds a first priority security interest in all of the Debtor's
assets.

Steamboat Capital III, LLC, is a successor in interest to BLX
Capital, LLC, which extended a $2.4 million loan to the Debtors in
March 2003.  As of July 13, 2005, the Debtor owes Steamboat
Capital approximately $2,222,462.14 plus accrued interest.

The Debtor tells the Court that it needs access to the lender's
cash collateral to continue the operation of its business and to
make timely payments on payroll and post-petition obligations.

Payroll payments are crucial to its operations, the Debtor says,
because if present employees terminate their employment, the
Debtor will be forced to hire new, untrained employees.  As a
result, customers might receive less than satisfactory service and
may cause irreparable harm with its customers.

The Debtor will use the cash collateral based in accordance with a
monthly budget.  A copy of this budget is available for free at:

           http://researcharchives.com/t/s?cc

The Debtor tells the Court that the use of cash collateral is in
the best interest of the Debtor, its estate and creditors.

            Creditor Opposes Use of Cash Collateral

Steamboat Capital objects to the use of its cash collateral and
asks the Court to lift the automatic stay so it can exercise its
available remedies under the loan agreement.

In the alternative, Steamboat Capital wants the Court either to:

     a) convert the Debtor's chapter 11 case to a chapter 7
        proceeding;

     b) dismiss the case altogether for bad faith pursuant to
        Section 1112(b) of the Bankruptcy Code; or

     c) appoint a chapter 11 Trustee.

Louis T. DeLucia, Esq., at Buchanan Ingersoll PC, tells the Court
that Steamboat Capital presented three reasons why the Debtor
should not be allowed to use its cash collateral:

    1) Steamboat Capital says the Debtor's request for the use of
       cash collateral is defective because the attached budget is
       grossly deficient and because the Debtor failed to indicate
       the value of the properties serving as collateral.

       Steamboat Capital says that the budget is annualized with
       no projections of expected actual revenue over the period
       of use of cash collateral.  The Debtor also failed to
       include various indispensable expenses in the budget.

    2) Steamboat Capital claims that the Debtor's existing assets
       are insufficient to adequately protect its interest.
       According to Steamboat Capital, the Debtor's assets have a
       current value of no more than $3,741,600 based on tax
       assessments.

    3) Steamboat Capital says the Debtor has failed to meet its
       burden of demonstrating adequate protection of its liens
       and security interests.  Steamboat Capital claims that the
       Debtor's own history shows that it will fail to meet
       expenses, generate substantial losses and depletion its
       cash collateral.

Mr. DeLucia added that Steamboat Capital also argued in favor of
appointing a chapter 11 trustee in the Debtor's bankruptcy
proceedings.  Mr. DeLucia says the appointment of a chapter 11
trustee is warranted because of:

   (a) the Debtor's concerted efforts to conceal the identity of
       its operating principal whom Steamboat Capital names as
       William Pflaumer, who is a convicted felon.

   (b) the evident untrustworthiness and incompetence of the
       Debtor's management;

   (c) the Debtor's continuous default in its obligations to
       creditors and violation of its duties under the Bankruptcy
       Code;

   (d) the Debtor's improper encumbrance of the Properties to
       secure Beer World's indebtedness to its attorneys.  The
       Debtor is a successor-in-interest to Beer World, Inc.,
       which emerged from bankruptcy last year.  Steamboat Capital
       says the Debtor is now even more insolvent than Beer World.

Headquartered in Villas, New Jersey, Ponderlodge, Inc. --
http://www.ponderlodge.com/-- operates a golf course.  The
Company filed for chapter 11 protection on July 13, 2005 (Bankr.
D. N.J. Case No. 05-32731).  D. Alexander Barnes, Esq., at
Obermayer, Rebmann, Maxwell & Hippel LLP represents the Debtor in
its chapter 11 case.  When the Debtor filed for protection from
its creditors, it estimated assets of $10 million to $50 million
and debts of $1 million to $10 million.


PONDEROSA PINE: Wants Cuyler Burk as Special Insurance Counsel
--------------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to employ Cuyler
Burk, LLP, as their special insurance counsel, nunc pro tunc to
May 4, 2005.

Ponderosa is the owner of a cogeneration plant situated in
Cleburne, Texas.  On April 13, 2005, the Cogeneration Plant
suffered a catastrophic failure.  The costs of repair have been
estimated to be as much as $15,000,000.  Costs of repair are
covered by insurance, which has a $1,000,000 deductible.  The
Debtors are pursuing recovery of insurance proceeds, and an
insurance adjuster is evaluating the claim.  Papers filed with the
Court did not name the insurance adjuster.

Cuyler Burk will advise the Debtors on insurance matters.  Cuyler
Burk will also provide counsel in prosecuting claims under first
party policies of insurance for losses to power generating
equipment, including claims arising out of turbine blades.

Cuyler Burk's services are necessary so that the Debtors can
maximize the insurance proceeds to which they are entitled and to
assure the timely receipt of those proceeds.

Stephen Cuyler, a partner at Cuyler Burk, discloses the current
hourly rates of professionals who will work in the engagement:

      Designation                        Hourly Rate
      -----------                        -----------
      Senior Partners                        $350
      Partners                               $325
      Of Counsel                             $300
      Senior Associate                       $190
      Associate                              $175
      Paralegals                              $90

The Debtors believe that Cuyler Burk, LLP, is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PONDEROSA PINE: Has Exclusive Right to File Plan Until Dec. 3
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Ponderosa Pine Energy, LLC, and its debtor-affiliates an
extension, through and including Dec. 3, 2005, of the time within
which they alone can file a chapter 11 plan.  The Debtors have
until Feb. 6, 2006, to solicit acceptances of that plan from their
creditors.

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

   1) the size and complexity of their chapter 11 cases as evident
      by the various adversary proceedings currently pending
      before various state courts;

   2) they are not seeking the extension to delay administration
      of their chapter 11 cases or pressure their creditors to
      accept an unsatisfactory plan;

   3) to ensure that a proposed chapter 11 plan takes into account
      the interests of their estates, their creditors, secured
      lenders and equity holders and maximize the value of their
      estates; and

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

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  The case is jointly administered under
(Bankr. D. N.J. Case No. 05-21444).  Mary E. Seymour, Esq., and
Sharon L. Levine, Esq., at Lowenstein Sandler PC represent the
Debtor in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of more than $100 million.


PONDEROSA PINE: Wants Until Oct. 5 to Remove Civil Actions
----------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for an extension,
through and including Oct. 5, 2005, to file notices of removal
with respect to pre-petition civil actions pursuant to 28 U.S.C.
Section 1452 and Rules 9006 and 9007 of the Federal Rules of
Bankruptcy Procedure.

The Debtors are currently a party to certain pre-petition civil
actions pending in several federal and state courts.

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

   1) seeking removal of a particular pre-petition civil action
      requires the evaluation of complex legal and factual issues
      and the effect of the contingent liabilities on the Debtors'
      ability to successfully rehabilitate and reorganize their
      business and make distributions to unsecured creditors;

   2) the disposition of certain of the civil actions may impact
      on the ability on their ability to successfully rehabilitate
      their business, formulate a plan of reorganization and make
      a distribution to unsecured creditors;

   3) the requested extension will afford them more opportunity to
      make informed decisions concerning whether to remove the
      pre-petition civil actions and preserve their removal rights
      under 28 U.S.C. Section 1452; and

   4) the requested extension is in the best interest of their
      estates and their creditors.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  The case is jointly administered under
(Bankr. D. N.J. Case No. 05-21444).  Mary E. Seymour, Esq., and
Sharon L. Levine, Esq., at Lowenstein Sandler PC represent the
Debtor in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of more than $100 million.


POSITRON CORP: Selling Convertible Sec. Notes to IMAGIN for $400K
-----------------------------------------------------------------
Positron Corporation entered into a series of agreements with
IMAGIN Diagnostic Centres, Inc., on August 8, 2005, pursuant to
which IMAGIN purchased from Positron 10% convertible secured notes
in the aggregate principal amount of $400,000.

If the notes held by IMAGIN are converted in full into common
stock, IMAGIN will control approximately 26% of Positron's
outstanding common stock, based on the 76,325,046 shares
outstanding as of June 9, 2005.

Simple interest accrues on the notes at the rate of 10% per annum
and is payable annually.  However, at Positron's option, interest
is payable in the form of additional notes.  Subject to
acceleration, the notes are due on June 30, 2008.  In the event
Positron defaults in the payment of principal or interest on the
notes, does not obtain shareholder approval prior to Jan. 1, 2006,
to amend its Articles of Incorporation to increase its authorized
shares of common stock to allow for full conversion of the notes,
becomes subject to certain bankruptcy proceedings, or otherwise
breaches the terms of the notes, all amounts owing on the notes
become immediately due and payable.

The notes are initially convertible into an aggregate of
20,000,000 shares of Positron's common stock.  The notes and the
underlying securities have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

Full convertibility of the notes into shares of Positron common
stock will require an amendment to Positron's Articles of
Incorporation, which must be approved by Positron's shareholders.
Positron has agreed to promptly seek an approval.

Patrick G. Rooney, Chairman of the Board of Positron, is the son
of Patrick Rooney, Director of Corporate Development of IMAGIN
Diagnostic Centres, Inc.

Positron Corporation is primarily engaged in designing,
manufacturing, marketing and supporting advanced medical imaging
devices utilizing positron emission tomography (PET) technology
under the trade name POSICAM(TM) systems. POSICAM(TM) systems
incorporate patented and proprietary technology for the diagnosis
and treatment of patients in the areas of oncology, cardiology and
neurology. POSICAM(TM) systems are in use at leading medical
facilities, including the Cleveland Clinic Foundation, Yale
University/Veterans Administration, Hermann Hospital, McAllen PET
Imaging Center, Hadassah Hebrew University Hospital in Jerusalem,
Israel, The Coronary Disease Reversal Center in Buffalo, New York,
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta, and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.

As of June 30, 2005, Positron's balance sheet reflected a
$1,551,000 stockholders' deficit.


RELIANCE GROUP: Committee Wants Disclosure Statement Hearing Fixed
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Reliance Group
Holdings asks Judge Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to:

  a) schedule a hearing on September 21, 2005, to:

       1) consider the adequacy of the Disclosure Statement
          related to a Plan of Reorganization for RGH; and

       2) approve the Solicitation and Tabulation Procedures for
          soliciting and tabulating votes to accept or reject the
          Plan;

  b) approve the form and manner of Notice of the Disclosure
     Statement Hearing; and

  c) establish an Objection Deadline to object to the Disclosure
     Statement and the Solicitation and Tabulation Procedures.

Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe, in New
York City, informs the Court that the Creditors' Committee will
file its Disclosure Statement, Plan of Reorganization, and
request for Disclosure Statement approval once the Court sets the
Disclosure Statement Hearing.

The Creditors' Committee will provide Notice of the Disclosure
Statement Hearing.  The Notice will contain the date, time and
place of the Hearing and the deadline for filing objections to
the Procedures and the adequacy of the Disclosure Statement.  The
Notice will be given at least 25 days prior to the Objection
Deadline.  Notice will be sent to:

  A) the Office of the U.S. Trustee;

  B) counsel to the Bank Committee;

  C) counsel to RGH;

  D) the indenture trustees for the Debtors' 9% Senior Notes and
     9.75% Senior Subordinated Debentures;

  E) counsel to the Pension Benefit Guaranty Corporation;

  F) counsel to M. Diane Koken, Insurance Commissioner of
     Pennsylvania and Statutory Liquidator of Reliance Insurance
     Company;

  G) the Internal Revenue Service;

  H) the Securities and Exchange Commission;

  I) the Office of the U.S. Attorney;

  J) any other governmental agency required by the Bankruptcy
     Code and the Bankruptcy Rules; and

  K) all notice parties.

According to Mr. Gulkowitz, the Creditors' Committee cannot
identify all RGH's creditors and parties-in-interest.  On the
Petition Date, a matrix with approximately 3,300 parties was
filed with the Court.  The matrix is a list of parties that
interacted with RGH and Reliance Financial Services Corporation
prior to the Petition.  The matrix does not constitute a list of
RGH's creditors.  To notify all creditors, the Creditors'
Committee will mail the Disclosure Statement Hearing Notice to:

   1) parties who have filed proofs of claim; and

   2) all record holders of RGH:

         a) 9% Senior Notes;

         b) 9.75% Senior Subordinated Debentures; and

         c) outstanding shares of common stock.

The Creditors' Committee is not responsible for Hearing Notices
that are returned by the U.S. Postal Service as undeliverable.
Within 25 days of the Disclosure Statement Objection Deadline,
the Creditors' Committee will publish the Hearing Notice in the
Wall Street Journal (National Edition).

The Objection Deadline represents the last day for filing and
serving objections to the Solicitation and Tabulation Procedures
or the adequacy of the Disclosure Statement.  Mr. Gulkowitz tells
Judge Gonzalez that the Objection Deadline should be at least 5
days before the Disclosure Statement Hearing.  All objections
must:

  a) be in writing;

  b) comply with Federal Rules of Bankruptcy Procedure and the
     Local Rules of the U.S. Bankruptcy Court for the Southern
     District of New York;

  c) state the name of the objector;

  d) state the legal and factual ground for the objection;

  e) provide a specific reference to the objectionable text of
     the Disclosure Statement and provide proposed language
     changes or insertions to resolve the objection; and

  f) be filed, with proof of service, either conventionally or at
     http://www.nysb.uscourts.govwith a hard copy delivered to
     Judge Gonzalez, to be received by 4:00 p.m. on the Objection
     Deadline by each of:

        Counsel to the Creditors' Committee
        Orrick, Herrington & Sutcliffe
        666 Fifth Avenue
        New York, New York  10103
        Attn: Arnold Gulkowitz, Esq.

        Counsel to RGH
        Debevoise & Plimpton
        919 Third Avenue
        New York, New York  10022
        Attn: Steven R. Gross, Esq.

        Counsel to the Bank Committee
        White & Case
        1155 Avenue of the Americas
        New York, New York  10036
        Attn: Andrew P. DeNatale, Esq.

        Counsel to the Liquidator
        Blank Rome
        The Chrysler Building
        405 Lexington Avenue
        New York, New York  10174
        Attn: Michael Z. Brownstein, Esq.

        The Office of the U.S. Trustee
        33 Whitehall Street, Suite 2100
        New York, New York  10004
        Attn: Mary Tom, Esq.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIANT ENERGY: Paying $460MM to Settle California Parties' Claims
------------------------------------------------------------------
Southern California Edison and the other California Parties
seeking refunds of energy overcharges during the state's 2000-2001
energy crisis reached a settlement resolving claims against
Reliant Energy, Inc., and a number of Reliant affiliates.

The settlement addresses specified claims made by SCE, Pacific Gas
and Electric, San Diego Gas & Electric, the California Public
Utilities Commission, the California Electricity Oversight Board,
the California Department of Water Resources Electric Power Fund,
and the California Attorney General.  The attorneys general of
Oregon and Washington, among others, are also parties to the
settlement.

"This agreement represents a significant milestone in the
continuing effort to recover for our customers past unjust power
charges," said SCE Chairman John Bryson.  "All five major
independent California generators have now settled the refund
claims we have pursued against them."

The settlement calls for Reliant Energy to provide cash and other
monetary consideration valued at no less than $460 million.  This
sum is in addition to the $65 million in refunds by Reliant
previously ordered by the Federal Energy Regulatory Commission.
SCE's share of Reliant's total refund commitment of $525 million
is estimated to be in excess of $130 million.  The benefits of the
settlement will be reflected in SCE's rates as provided for in a
previous CPUC order.

"Once again, we commend the FERC staff for its significant
contribution in assisting the parties to reach this new
settlement," said Mr. Bryson.

The settlement is subject to the approval of the CPUC and FERC.
If approved, it would resolve, among other things, Reliant's
portion of claims by the California Parties in the current FERC
refund case, any additional refund obligations it might have
incurred at FERC for sales into California energy markets during
the summer of 2000, and certain potential civil claims.

              California Parties Settlements To Date

                   Date           Total           SCE       Will Reach
                 Announced      Settlement       Portion    Customers
                 ---------      ----------       -------    ----------
El Paso(1)    March 20, 2003  $1,700,000,000  $405,000,000     Aug-04
Williams       Feb. 25, 2004    $417,000,000   $41,000,000     Apr-05
Dynegy        April 26, 2004    $281,500,000   $43,000,000     Apr-05
Duke           July 13, 2004    $200,000,000   $48,000,000     Apr-05
Mirant(2)      Jan. 14, 2005    $495,000,000  $101,000,000     Jan-06
Enron(3)       July 15, 2005  $1,522,000,000   $70,000,000     Jan-06
Reliant(4)     Aug. 15, 2005    $525,000,000  $130,000,000     Jan-06
   Totals                     $5,145,500,000  $833,000,000


(1) The El Paso proceeds include SCE's presumed share of CDWR's
    refunds. Half of the refund was paid up front and half will be
    paid over 15 years.

(2) The actual value of the Mirant settlement may change depending
    upon the value of allowed claims in Mirant's bankruptcy.

(3) SCE portion estimated. The actual cash value of the Enron
    settlement in excess of $47.3 million will be affected by
    ultimate value of allowed claims in Enron's bankruptcy.  The
    estimated SCE portion above assumes an allowed claim value of
    25 cents on the dollar.  Total settlement amount includes
    $600 million subordinated claim in favor of government
    entities.

(4) SCE portion estimated.

An Edison International (NYSE:EIX) company, Southern California
Edison is one of the nation's largest electric utilities, serving
a population of more than 13 million via 4.6 million customer
accounts in a 50,000-square-mile service area within central,
coastal and Southern California.

Reliant Energy, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S. The company provides energy products and services to
approximately 1.9 million electricity customers, ranging from
residences and small businesses to large commercial, industrial,
governmental and institutional customers, primarily in Texas.

Reliant also serves commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.  The company
is one of the largest independent power producers in the nation
with more than 19,000 megawatts of power generation capacity in
operation or under contract across the U.S.  These strategically
located generating assets utilize natural gas, wind, fuel oil and
coal.

The Company's $750,000,000 issue of 6.75% Senior Secured Notes due
Dec. 15, 2014, are rated B+ by Standard & Poor's Ratings Services;
B1 by Moody's Investors Service; and BB- by Fitch Ratings.


RELIANT ENERGY: Fitch Expects to Keep Low-B Ratings on Sr. Debt
---------------------------------------------------------------
Fitch Ratings anticipates no change to Reliant Energy, Inc.'s
outstanding credit ratings and Positive Rating Outlook following
the announcement of a comprehensive settlement resolving all civil
litigation and claims against RRI arising from the 2000-2001
California energy crisis.  Fitch currently rates RRI's outstanding
debt:

    -- Senior secured notes, secured term loan B, secured
       revolving credit facility, and exempt facilities revenues
       bonds (issued by Pennsylvania Economic Development
       Financing Authority) 'BB-';

    -- Senior unsecured debt 'B+';

    -- Convertible senior subordinated notes 'B'.

The settlement, which is subject to approval by FERC, the
California Public Service Commission, and various courts, provides
for a total settlement value of $445 million, of which $150
million will be paid in cash by RRI.  The balance consists
primarily of a forfeiture of receivables (including accrued
interest) previously owed to RRI for power deliveries from Jan. 1,
2000 to June 21, 2001.  The cash settlement portion is in line
with Fitch's prior expectations, and based on estimates of RRI's
ongoing operating cash flow and borrowing capacity under its bank
credit facility, should not materially affect RRI's overall
liquidity position.

Furthermore, leverage ratios for year-end 2005 are not expected to
differ materially from prior estimates.  In particular, a good
portion of the cash settlement is offset by the expected cash
proceeds from the pending sale of RRI's Ceredo gas-fired
generating plant for $100 million.  This transaction was announced
on Aug. 11, 2005 and thus had not been factored into Fitch's prior
rating analysis for RRI.

The Positive Rating Outlook for RRI reflects the expectation that
ongoing cost-saving and balance sheet de-leveraging initiatives
will result in gradual improvement in consolidated credit measures
through 2006, even under a scenario that assumes limited recovery
in current wholesale power market conditions and lower levels of
retail energy cash flow performance.  The Outlook also assumes
that all remaining investigations and litigation, which are now
focused primarily on the unresolved April 2004 criminal indictment
of RRI's wholly owned subsidiary Reliant Energy Services, will
ultimately be settled in a manner that will not have a
substantially adverse near-term impact on the company's overall
liquidity.


REMEDIATION FIN'L: Sta. Clarita Taps Timezone as Recovery Agent
---------------------------------------------------------------
Santa Clarita, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ David S. Halper d/b/a
Timezone as recovery agent to pursue uncashed warrants which
appear to be property of the estate.

David Halper is a recovery agent for lost and dormant assets.  Mr.
Halper will receive as a commission, upon completion of the
cashing of any warrants, a finder's fee of 10% percent of the
proceeds.

The Debtor believes that it would be a gross benefit to the estate
of approximately $128,181 if the uncashed warrants exist.

To the best of the Debtor's knowledge, David Halper is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc. is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


REVLON CONSUMER: Prices 9-1/2% Senior Notes at 95.25% of Par
------------------------------------------------------------
Revlon, Inc.'s (NYSE: REV) wholly owned subsidiary, Revlon
Consumer Products Corporation, has priced its previously announced
private placement of $80 million principal amount of additional
9-1/2% Senior Notes due 2011 at 95.25% of par.

The Notes will constitute a further issuance of, be of the same
series as, and will vote on any matters submitted to noteholders
with, the $310 million principal amount of 9«% Senior Notes due
2011 issued by RCPC under an indenture dated as of March 16, 2005.

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 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.

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.


R.F. CUNNINGHAM: Files Schedules of Assets & Liabilities
--------------------------------------------------------
R.F. Cunningham & Company, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Eastern District
of New York, disclosing:


     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property
  B. Personal Property           $7,872,917
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                               $43,818
     Unsecured Priority Claims
  F. Creditors Holding                            $8,216,937
     Unsecured Nonpriority
     Claims
                                 ----------       ----------
     Total                       $7,872,917       $8,260,755

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on
June 13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  Harold S.
Berzow, Esq., at Ruskin Moscou Faltischek, P.C., represents the
Debtor in its restructuring efforts.  When The Debtor filed for
protection from its creditors, it listed $8,416,240 in total
assets and $10,218,229 in total debts.


RHODES INC: Closing Stores in Northwest Florida
-----------------------------------------------
Rhodes Furniture disclosed that it plans to close all of its
stores in Northwest Florida this week, the Pensacola News Journal
reports.

John Takacs, the company's district manager confirmed the store
closings to the Journal.  However, Mr. Takacs declined to give any
more details.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing 14 stores).  The Company
and two of its debtor-affiliates filed for chapter 11 protection
on Nov. 4, 2004 (Bankr. N.D. Ga. Case No. 04-78434).  Paul K.
Ferdinands, Esq., and Sarah Robinson Borders, Esq., at King &
Spalding represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
estimated less than $50,000 in assets and more than $10 million in
total debts.


RISK MANAGEMENT: Can Use Cash Collateral to Effectuate Asset Sale
-----------------------------------------------------------------
The Honorable Kay Woods of the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, gave Risk Management
Alternatives, Inc., and its debtor-affiliates permission to use
cash collateral securing repayment of debt obligations to CFSC
Capital Corp.

The eleven Debtors, along with two non-debtor foreign entities,
make up a corporate family known as Risk Management Alternatives.
These entities perform contingency collections, outsourcing and
related services, and acquiring portfolios of delinquent accounts
receivable.

In 2001, RMA formed the Risk Management Alternatives Portfolio
Services, LLC, to purchase additional portfolios of receivables.

                      CFSC Loan to RMAPS

CFSC Capital Corp. XXXIV, an affiliate of Cargill Financial
Services Corporation, along with Risk Management Alternatives
Parent Corp., financed, RMAPS purchase of receivables.  These
receivables include charged-off credit card accounts and other
delinquent consumer obligations.

As of the petition date, RMAPS' indebtedness to CFSC under the
financing agreement is approximately $18 million.  The debt is
secured by a blanket lien and security interest against
substantially all of RMAPS' assets including all proceeds.

                         Asset Sale

As a result of their financial difficulties, the RMA entities were
marketed and purchasers were sought to buy the group's assets.
Kaulkin Ginsberg Company's efforts resulted in a stalking horse
bid from the NCO Group, Inc., to purchase substantially all of the
Debtors' assets.

The proposed sale needs CFSC's consent.  The lender agree to the
sale provided that:

     a) it is consummated by Oct. 7, 2005;
     b) the terms of the Credit Agreement are satisfied;
     c) all fees are paid; and
     d) a $4 million contingent payment is made to CFSC.

                     Adequate Protection

To provide CFSC with adequate protection required under 11 U.S.C.
Sec. 363, the Debtors will:

     a) pay CFSC non-accelerated interest as stated in the Credit
        Agreement;

     b) make contingent payments accruing before the consummation
        of the proposed sale of the Debtors' assets;

     c) open and maintain a segregated bank account which will
        hold any proceeds from the purchased accounts receivable;

     d) grant the lender a postpetition senior security interest
        against the segregated account; and

     e) grant the lender a first priority perfected replacement
        lien in all of RMAPS' postpetition assets.

                      Cash Collateral Use

The Debtors' will use the cash collateral to ensure that the
proposed sale of their assets to NCO will push through.  If the
sale won't be consummated, the Debtors say their estates will be
severely affected and the going concern value will be greatly
diminished.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


RISK MANAGEMENT: Will Auction Assets on Aug. 22
-----------------------------------------------
Risk Management Alternatives, Inc., and its debtor-affiliates
decided to sell substantially all of their assets after
determining that other turnaround initiatives required significant
capital.  The Debtors told the U.S. Bankruptcy Court for the
Northern District of Ohio that a sale strategy lessens a lot of
risks while limiting the amount of capital needed to fund
operations.

The Debtors retained Kaulkin Ginsberg Company to market and sell
their assets.  Kaulkin's efforts resulted in a $150,000,000
stalking horse bid from the NCO Group, Inc.

In connection with the proposed sale, the Debtors will conduct a
Court-approved auction on August 22, 2005, at 2:00 p.m., at the
Offices of McDonald, Hopkins, Burke & Haber Co., located at 600
Superior Avenue East, Suite 2100 in Cleveland, Ohio.

Objections to the sale, if any, must be filed with the Court by
August 19 at 4:00 p.m.

The Court will convene a hearing on Aug. 24, 2005, at 1:30 p.m.,
to consider approval of the sale to the successful bidder.  The
sale is expected to close by Oct. 7, 2005.

                         Break-Up Fee

In the event that NCO's bid will be topped by another interested
buyer, NCO will receive a $3.5 million break-up fee.  The Debtors
will also pay NCO Group an expense reimbursement fee not exceeding
$1.6 million for out-of-pocket expenses relating to the Purchase
Agreement.

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

   http://www.researcharchives.com/bin/download?id=050816042124

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


RISK MANAGEMENT: U.S. Trustee Picks Three-Creditor Committee
------------------------------------------------------------
The United States Trustee for Region 9 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Risk
Management Alternatives, Inc., and its debtor-affiliates' chapter
11 cases:

   1. Envelopes & Forms, Inc.
      Attn: Chris Deedy
      2506 Meadowbrook Parkway
      Duluth, Georgia 30096
      Tel: 770-623-5142, Fax: 770-623-5141

   2. 8205 Limited Partnership
      Attn: James E. Harpool
      8205 W. 108th Terrace, Suite 120
      Overland Park, Kansas 66210
      Tel: 913-339-6969, Fax: 913-339-6782

   3. Avaya, Inc.
      Attn: Steven D. Sass
      9690 Deereco Road, Suite 200
      Timonium, Maryland 21093
      Tel: 410-453-6539, Fax: 410-453-6557

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 Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


SERVICE CORP: Faces Likely Default Due to Delayed Financials
------------------------------------------------------------
Service Corporation International (NYSE: SCI) said that the filing
of its quarterly report on Form 10-Q for the three months ended
June 30, 2005, and the release of its financial results for the
same period will be delayed pending completion of the Company's
further review of reconciliations being performed related to its
project to reconcile its pre-need funeral and cemetery trust
accounts.

As a result of the review to date, the Company has identified
adjustments to its previously issued financial statements
primarily related to these reconciliations.  While management
believes these adjustments are of a non-cash nature, the Company
currently expects these adjustments on a cumulative basis to be
material to the second quarter of 2005.  As a result, the Company
currently expects it may be necessary to restate its financial
statements for the first quarter of 2005, each of the four
quarters of 2004 and 2003, and each of the fiscal years ended
December 31, 2000 through 2004.  Management of the Company and the
Audit Committee have also discussed these matters with the
Company's independent auditors.

As previously reported, the Company's trust and cemetery deferred
revenue verification project included two primary components:

    (1) the reconciliation of assets and deferred revenue related
        to the preneed cemetery merchandise and service trusts,
        the preneed funeral merchandise and service trusts, and
        the cemetery perpetual care trusts; and

    (2) the verification of approximately 430,000 preneed funeral
        contracts to determine if those contracts were accurately
        included in the Company's new point-of-sale system and the
        verification of each individual item on every cemetery
        contract to determine if revenue was recognized at the
        time of delivery or service.

                     Accounting Errors

The Company's Form 10-K for the year ended December 31, 2004
contains additional information related to the description of
these projects.  The Company has determined that certain of the
reconciling items were reflected improperly in its initial
reconciliation process at December 31, 2004, which resulted in the
identification of errors to the Company's previously issued
financial statements described above.  The Company has identified
other adjustments, one of which related to a point-of-sale system
error which caused pre-need funeral trust income to be understated
in the fourth quarter of 2004 and the first quarter of 2005 and
another of which related to the recognition of a loss on a
property sale which should have been recognized in the first
quarter of 2005.

The effect of the adjustments identified to date amount to a
cumulative $7.5 million non-cash charge affecting previously
issued financial statements, which, if a restatement occurs, will
be recognized in the appropriate periods.  It is possible that
additional adjustments to the Company's financial statements may
be identified as the Company completes its review.

                       Material Weakness

Management currently believes that within the next few days, it
will be materially complete with its review, such that the Company
will file its second quarter Form 10-Q shortly thereafter.  The
Company currently has cash-on-hand of over $350 million and
approximately $100 million in current maturities of long-term
debt.  As a result of the adjustments announced, management also
believes it is possible that the Company will identify and report
additional material weaknesses in its internal control over
financial reporting related to these reconciliation matters and IT
system change control procedures.

                       Possible Delisting

The Company's failure to file timely its quarterly report on Form
10-Q may constitute failure to comply with the continued listing
requirements of the New York Stock Exchange, on which the
Company's common stock is listed.  The Company has not received
any communication from the Exchange in this regard; however, the
Company cannot predict what action, if any, the Exchange may take
should the Company not promptly file its required report.

                        Likely Default

In addition, as a result of the late filing, the effectiveness of
the Company's Registration Statements on Form S-8 will be
suspended.  During any period when the Company is not current in
its SEC reports, neither its affiliates nor any person that
purchased shares from the Company in a private offering during the
preceding two years will be able to sell their shares in public
markets pursuant to Rule 144 under the Securities Act of 1933.
Continued failure to file the Form 10-Q is an event of default
under the Company's indentures and its credit agreement.  The
Company anticipates receiving a waiver under its credit agreement
as to this potential event of default should one be required.

Headquartered in Houston, Texas, Service Corporation International
-- http://www.sci-corp.com/-- owns and operates funeral homes and
cemeteries.  The Company has an extensive network of businesses
including 1,126 funeral service locations and 388 cemeteries in
North America as of June 30, 2005.

                        *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Moody's Investors Service assigned a Ba3 rating to Service
Corporation International's proposed $300 million of senior notes,
affirmed existing ratings and maintained a stable rating outlook.


SIGNATURE POINTE: U.S. Trustee Unable to Organize Committee
-----------------------------------------------------------
Richard W. Simmons, the United States Trustee for Region 7
responsible for appointing a committee of creditors holding
unsecured claims reported to the U.S. Bankruptcy Court for the
Western District of Texas that no unsecured creditors attended the
meeting of creditors held on August 2, 2005 pursuant to Section
341 of the U.S. Bankruptcy Code.  Therefore, the United States
Trustee has been unable to appoint an Unsecured Creditors'
Committee.

Headquartered in Los Angeles, Califonia, Signature Pointe
Investors, L.P. operates an apartment as an Oakwood franchisee in
Austin, Texas.  The Company filed for chapter 11 protection on
July 1, 2005 (Bankr. W.D. Tex. Case No. 05-13819).  Patrick J.
Neligan, Jr., Esq. at Neligan Tarpley Andrews & Foley LLP
represents the Debtor.  When the Company filed for protection from
its creditors, it listed $10 million to $50 million in estimated
assets and debts.


SOLUTIA INC: Gets Court OK to Pay $5 Mil. to Alabama PCB Claimants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
permits Solutia Inc. to pay the $5 million second settlement
installment, on August 26, 2005, pursuant to a global settlement
agreement.

As reported in the Troubled Company Reporter on July 29, 2005,
Solutia, Inc., Monsanto Company and Pharmacia Corporation entered
into a Global Settlement Agreement, which resolved certain
lawsuits that were pending in the United States District Court for
the Northern District of Alabama and in the Circuit Court, Etowah
County Alabama.  The Global Settlement Agreement resolved about
21,000 personal injury and property damage claims against Solutia,
Pharmacia and Monsanto relating to the manufacture of and alleged
release of polychlorinated biphenyls at Pharmacia's plant in
Anniston, Alabama.

Global Settlement Agreement covers two lawsuits:

    (1) Antonia Tolbert, et al. v. Monsanto Company, et al., Civil
        Action No. 01-C-1407-S; and

    (2) Sabrina Abernathy, et al. v. Monsanto Company, et al.,
        Civil Action No. CV-01-832 (Etowah County).

The Global Settlement Agreement provides for the total payment of
$600 million by Solutia, Monsanto, and Pharmacia to the
plaintiffs and certain other entities as specified by separate
settlement agreements in the Tolbert and Abernathy lawsuits.

As contemplated by the Global Settlement Agreement, Monsanto paid
about $550 million to the litigation plaintiffs.  As a result,
$50 million remains to be paid.  The Tolbert Settlement Agreement
and the Abernathy Settlement Agreement each required a $2.5
million payment to be made on August 26, 2004, and each August
26th thereafter through 2013.  On August 19, 2004, the Court
authorized Solutia to make the First Settlement Installment.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPIEGEL INC: Court Approves Secret Patent Infringement Settlement
-----------------------------------------------------------------
In August 2002, Charles E. Hill & Associates, Inc., filed a civil
action pending in the United States District Court for the
Eastern District of Texas, Marshall Division, captioned "Charles
E. Hill & Associates, Inc. v. Amazon.com, Inc., et al., Civil
Action No. 2-02-CV-186."

The Lawsuit was commenced on grounds of infringement of Hill's
U.S. Patent Nos. (i) 5,528,490, (ii) 5,761,649, and (iii)
6,029,142 against 18 defendants:

   * Eddie Bauer, Inc., and Spiegel Creditor Trust,
   * Amazon.com Inc.,
   * Buy.com Inc.,
   * eBay Inc.,
   * The Gap Inc.,
   * J. Crew Group, Inc.,
   * L.L. Bean, Inc.,
   * Lands' End, Inc.,
   * Limited Brands, Inc.,
   * Recreational Equipment, Inc.,
   * Sears Roebuck and Co.,
   * Williams-Sonoma, Inc.,
   * Victoria's Secret Direct, L.L.C.,
   * Intimate Brands, Inc.,
   * Barnesandnoble.com Inc.,
   * Quixtar Inc.,
   * IBM Corp., and
   * America Online Inc.

Hill's Patents issued in 1996, 1998, and 2000 will expire in
2013, 2015, and 2012.

James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New
York, informs Judge Lifland that the Hill Patents are directed to
software that, once installed on a vendor's computer, enables the
customers' computers to communicate with the vendor's from remote
locations.

Mr. Garrity adds that Eddie Bauer and the Spiegel Creditor Trust,
as successor-in-interest to Spiegel, Inc., sell products online.
In the Lawsuit, Hill has asserted that Eddie Bauer and Spiegel
infringe the Hill Patents by operating their Web sites.

Moreover, Mr. Garrity relates that when Hill filed the action, it
was also litigating one of the same Hill Patents asserted in the
Lawsuit against CompuServe Inc., in the United States District
Court for the Southern District of Indiana.  The Texas District
Court granted CompuServe's request to transfer the action to the
Indiana District Court for judicial economy reasons.

Subsequently, Hill voluntarily dismissed its suit against
CompuServe with prejudice, therefore, compelling the Indiana
District Court to transfer the case back to the Texas District
Court in November 2004.

Eddie Bauer and Spiegel were informed that the Texas District
Court processes cases on an expedited basis and has set the trial
date for the Lawsuit for February 2006.  The trial may last
several weeks, Mr. Garrity notes.

However, the parties have only engaged in preliminary discovery
with exchange of general documents and interrogatories.  Eddie
Bauer and Spiegel has yet to conduct full discovery and take or
defend depositions.  In addition, the bulk of the preparation
work for trial still remains to be done.  Hill has identified
around 20 experts that it has retained as part of the
presentation of its case.

Absent a settlement, Mr. Garrity states that the parties will
soon conduct discovery and prepare briefs regarding claim
construction to file with the Texas District Court.

Subsequently, the Texas District Court will conduct a so-called
"Markman" hearing to construe the claims of Hill's patents.
After the Markman hearing, the parties will prepare for trial,
including designating experts, conducting expert and fact
discovery, and other pre-trial preparation.

Mr. Garrity tells Judge Lifland that the technology involved in
the Lawsuit is complex, and a significant amount of testimony may
be required during trial.

On April 13, 2005, Robert Parker, a retired federal judge from
Marshall, Texas, conducted a mediation session.  Eddie Bauer,
Spiegel, and Hill continued with the preliminary discovery and
expert identification phases.

Eddie Bauer and Spiegel deny substantially all of the claims,
contentions and allegations asserted against them in the Lawsuit.
However, Eddie Bauer and Spiegel believe that further defense of
the Lawsuit would be protracted and expensive, and that settling
the Lawsuit would be in their best interest.

Eddie Bauer and Spiegel take into account the uncertainty and
risks inherent in any complex litigation, as well as these
factors to support entry of a settlement agreement:

   (1) While Eddie Bauer and Spiegel do not believe that they
       infringed the Hill Patents, Eddie Bauer's ability to
       operate its Web sites could be impacted if it is found to
       be infringing any one of Hill's patents, thus resulting in
       lost sales.

   (2) Hill has asserted that it will pursue a percentage of
       online sales as damages.  If Eddie Bauer and Spiegel are
       found to infringe and Hill prevails on its damages claims,
       Hill's royalty amount may be significantly higher than the
       settlement amount.

   (3) The settlement amount is based on Eddie Bauer's and
       Spiegel's cost of defending the Lawsuit, which amount is
       only an estimate and the defense cost may exceed the
       settlement amount.

   (4) The Texas District Court is located in a rural area in
       Southeastern Texas.  Because of the complex technology
       that is involved in the Lawsuit, the parties may have to
       expend a large amount of time and money during the trial
       to inform the jury about the case's technical issues.  By
       contrast, Hill may take advantage of the complexity of the
       technology to portray the technology of its patents as
       having a broader scope.  In addition, because of the
       parties' high profile, Charles E. Hill may portray himself
       as an individual inventor who is at a disadvantage in
       trying to win against a large group of well-known
       retailers.  Litigating the action in the Texas District
       Court may benefit Hill.

Consequently, Eddie Bauer and Spiegel sought and obtained the
Bankruptcy Court's authority to enter into a settlement agreement
with Hill.

Eddie Bauer and Spiegel also obtained permission to file a
redacted form of the Settlement Agreement to preserve the
confidentiality of the classified information contained therein.

Pursuant to the Agreement, Hill will execute a stipulation of
dismissal for the Lawsuit in the Texas District Court within five
days after receipt of a settlement payment from Eddie Bauer and
Spiegel.

Mr. Garrity explains that the Settlement Agreement contains
sealed information, including:

   -- the settlement payment,
   -- certain dismissals and releases, and
   -- assorted representations and warranties.

which, if disclosed, could substantially impair Hill's
negotiating position in relation to the remaining defendants.

Judge Lifland rules that the Settlement Agreement will remain
under seal and will not be made available to anyone other than
the Court and the Office of the United States Trustee, subject to
operation of Rule 9018 of the Federal Rules of Bankruptcy
Procedure.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


STELCO INC: Advises Court on USW International's Claims Process
---------------------------------------------------------------
Stelco Inc. (TSX:STE) disclosed that the Thirty Fourth Report of
the Monitor in the matter of the Company's Court-supervised
restructuring was filed on Friday, Aug. 12, 2005.

The purpose of the Report is to advise the Superior Court of
Justice (Ontario) with respect to the process for the filing of
and determination of claims by the USW International and USW
Locals 8782 and 5328.

The Report also advises that the rapidly changing dynamics of the
North American steel market have affected Stelco's internal
financial forecasts and that further updated forecasts are
expected to be provided to stakeholders on a confidential basis in
due course.

Commenting on meetings between Stelco and stakeholders commencing
the week of July 18, 2005, the Monitor indicates that the
discussions have allowed Stelco to explain its Plan Outline and to
discuss considerations and rationale for the Plan Outline with
stakeholders.  The Report expresses the view of the Monitor that
the discussions have been productive and further meetings are
advisable.

                  Opposes USW Bid to Disrupt
                    Restructuring Process

On Aug. 10, 2005, Stelco filed material with the Court opposing
the USW International's bid to enable any creditor to prepare and
file a restructuring plan in the matter of the Company's CCAA
process.

In an affidavit sworn by Hap Stephen, Stelco's Chief Restructuring
Officer, the Company said that, among other things, the plan
supported by the USW International is not achievable, and that the
USW International seems prepared to see Stelco broken up and
Hamilton suffer in pursuit of a political agenda that has severe
consequences for the Company's stakeholders.

The affidavit states that:

    * the USW International is not an affected creditor for the
      purposes of a CCAA plan.  In the matter of the Company's
      pension obligations, for example, the affidavit notes that
      the Company:

         -- has made all of the required contributions to its
            pension plans;

         -- has made all of its pension payments to retirees; and

         -- has indicated that no changes to pension benefits are
            even being proposed.

      Stelco has only proposed that in any pension funding
      agreement relating to accelerated contributions, future
      increases in pension benefits be postponed until the funding
      of the pension plans has reached an acceptable level under
      the Company's pension funding plan.

    * that the USW International speaks for a minority of the
      Company's unionized employees.  Only one of the five union
      Locals for which the USW International apparently speaks --
      Local 8782 at Lake Erie -- actually represents employees of
      Stelco and its core operations that are being restructured.
      The affidavit notes that while Stelco's plan outline
      proposes full recovery for general unsecured creditors, the
      plan supported by the USW International only provides 47%
      recovery without the exercise of the rights and 63% if they
      invest additional funds and exercise the rights offering.

    * the restructuring plan supported by the USW International is
      simply not achievable.  A number of unsecured creditors,
      which include local trade suppliers and other community
      businesses, have stated repeatedly that they will not vote
      to approve a plan so blatantly designed to improve the USW
      International's own position at the expense of other
      legitimate stakeholders.  The affidavit observes that the
      USW International does not seek equal treatment of all
      stakeholders.  It offers no concessions, it seeks to open
      collective agreements and it seeks to obtain economic
      improvements for the union Locals it apparently represents.

    * while Stelco's plan outline proposes full recovery for
      general unsecured creditors, the plan supported by the USW
      International only provides 47% recovery without the
      exercise of the rights and 63% if they invest additional
      funds and exercise the rights offering.

    * in light of the clear position taken by other creditors, the
      USW International's strategy seems to entail the failure of
      the CCAA process and the imposition of a Court-ordered sale
      of Stelco's assets.  The affidavit notes that the USW
      International's pronounced preference for a consolidated
      continental steel industry may be at odds with the views of
      other Stelco employees, including the employees and retirees
      of the Hamilton operations.

    * the USW International has indicated that it would accept a
      Court-supervised liquidation sale of Stelco assets if a
      consensual restructuring is not achieved.  This could place
      a number of the Hamilton and other non-Lake Erie operations
      at risk of failing to attract an offer that would see those
      operations survive intact.  The affidavit notes that the
      Hamilton facility is one of the least competitive steel
      mills in North America and would be more at risk in a
      consolidation of the industry.

The affidavit notes other consequences of a Court-ordered
liquidation sale of assets.  These consequences include a process
that could:

   -- take many months to complete;

   -- jeopardize financing of the business due to the risk of
      value erosion;

   -- see a deterioration of the business through the loss of
      customers and suppliers; and

   -- could cause the departure of skilled technical and other
      employees in response to the uncertainties caused by the
      process itself.

"Stakeholders are risking the survival of the Company and
thousands of jobs by their failure to adopt the middle ground or
by the pursuit of their own political goals," Stelco President and
Chief Executive Officer Courtney Pratt said.

"The Company is required by law to balance the interests and
competing demands of all stakeholders," Mr. Pratt added.  "That's
why our plan outline, which can't give every group everything it
wants, tries to provide something for everyone.  And while we are,
in fact, willing to entertain revisions to that outline, we cannot
accept changes that would improve the position of one group at the
expense of another."

"It's time for the USW International, the Locals it represents and
all other stakeholders to decide once and for all whether they
wish to see Stelco emerge from its restructuring as a single and
viable Company," Mr. Pratt continued.  "A consensual restructuring
can still occur, but only if people want it to happen and are
willing to come together to make it happen."

            Ontario Finance Minister Reiterates Stand

The Company received a letter from The Honourable Greg Sorbara,
Minister of Finance for the Government of Ontario regarding the
funding of the Company's pension plans, and the Company's Plan
Outline on Aug. 8, 2005.

Minister Sorbara reiterated the Province's position on the Section
5.1 (of the Regulations under The Pension Benefits Act (Ontario)).
He states, "As you were previously informed, on Stelco's emergence
from the Companies' Creditors Arrangement Act protection, I will
seek the approval of the Lieutenant-Governor-in-Council to amend
the Regulation under the Pension Benefits Act so that Stelco will
no longer have the benefit of section 5.1 of the Regulation."

The letter also restated that the Company's Plan Outline is not
acceptable to the Province.  Minister Sorbara also states, "We
remain willing to be flexible and intend to continue a
constructive dialogue with all affected parties to see if an
acceptable restructuring plan can be developed that meets both the
Province's objectives and legitimate concerns of other
stakeholders."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.

The Superior Court of Justice (Ontario) extended the stay period
of Stelco's Court-supervised restructuring to Sept. 9, 2005.


STELCO INC: Steelworkers Fight to Protect Pensions & Jobs
---------------------------------------------------------
The presidents of five Steelworker local unions at Stelco Inc.,
the president of the Hamilton Chapter of the Steelworkers
Organization of Active Retirees, and the United Steelworkers'
Ontario/Atlantic and Canadian National Directors reaffirmed their
strong commitment to fight for pensions and jobs for all
Steelworkers and Steelworker retirees at Stelco.

The union leaders emphasized their responsibility to do everything
they can to secure the pensions and the future of Steelworkers and
pensioners.  They refuse to remain silent when faced with a
company plan that sets up a future insolvency and only provides
security for financial speculators.

"We have a plan that does not put our pensions at risk," said
Steelworkers' Local 5328 President Scott Duvall.  "Members and
retirees are Stelco's largest creditors.  The only question is
what we're going to do about it.  The Steelworker Locals and SOAR
have worked closely with the international union to put together a
plan that protects pensions and uses our status as a creditor to
have some control over the process."

"We have been a part of this process since the beginning," said
Steelworkers' Local 6951 Vice-President Ren, Bissonette.  "We are
directly affected by what happens to Stelco.  Some of the retirees
from our local belong to the same pension plan as Local 1005
retirees.  We must be present and active so that we can have a say
in the decisions that will impact the long-term viability of the
company."

"Local 1005's decision not to participate in the process has been
respected by all five locals and the international union," said
Steelworkers' Local 3258 President Guy Gaudette.  "But Stelco's
plan creates an untenable situation and virtually insures another
bankruptcy, so we are fighting against it.

"Stelco's plan addresses the senior bondholders' demands at our
expense and the company's.  The Steelworkers' plan, however,
addresses the issues, which make the difference between a steel
business with a future and a future insolvency.  Our plan injects
$500 million in the pension plan and guarantees payment of the
remaining $1.3 billion deficit.  Our plan also provides investment
for capital expenditures, less debt and more cash."

"We can't ignore the fact that Stelco is in CCAA protection, and
they have an obligation to our members and pensioners to fund the
pension plan," said Steelworkers' Local 5220 President Paul
Perreault.  "We can't stick our heads in the sand and hope that
everything will work out for the best. We have to work for a
Steelworker plan."

"We are opposing Stelco's plan because it threatens our pensions
and the entire company, including Hilton Works," said
Steelworkers' Local 8782 President Bill Ferguson.  "Our proposal
is the only one that would save pensions. The international
union's assistance in analyzing the company's proposals and
providing credible, meaningful alternatives to restructure Stelco
has been invaluable."

"The Steelworkers' restructuring proposal does not require a
single change to Local 1005's collective agreement," said
Steelworkers' Ontario/Atlantic Director Wayne Fraser.  "We're
fighting against the Stelco Plan, including its proposed 10-year
pension freeze.  At the same time, we respect Local 1005's
decision to maintain their collective agreement, unmodified."

"The Steelworkers will continue to fight to protect our pensioners
and to build a viable company in the long-term," said
Steelworkers' National Director Ken Neumann.  "We have put forward
a plan because to do nothing would be to support Stelco's Plan,
which does not address our concerns.  Entrenched Stelco
management, the financial speculators and others may rail against
our proposal, but we are ready for the fight."

"We understand what the international union and the five locals
have done in finding Tricap," said SOAR Hamilton President Ray
Silenzi.  "Without their hard work, we would be lost.  The only
way to win is to be on the field, where we belong."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.

The Superior Court of Justice (Ontario) extended the stay period
of Stelco's Court-supervised restructuring to Sept. 9, 2005.


STRATOS GLOBAL: S&P Puts Corporate Credit Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit rating on Stratos Global Corp., a remote
communications provider, on CreditWatch with negative
implications.

"The CreditWatch placement follows Stratos Global's announced
preliminary agreement to acquire 100% of the shares of Xantic B.V.
for a total consideration of approximately US$191 million," said
Standard & Poor's credit analyst Joe Morin.  The transaction will
be 100% debt financed through fully committed facilities and is
expected to close within six months subject to regulatory and
other relevant approvals.  Xantic is the third-largest provider
of Inmarsat satellite communication services with an 18.8% global
market share.  The company was established as a joint venture
between Netherlands-based Koninklijke KPN N.V. (A-/Stable/A-2) and
Australia-based Telstra Corp. Ltd. (A+/Negative/A-1).

"The CreditWatch placement on Stratos reflects a weakened
financial risk profile of the company due to the expected increase
in debt to Stratos' balance sheet," added Mr. Morin.

The acquisition is expected to increase lease-adjusted leverage
(debt to EBITDA) from its current level of 3.6x for the 12-months
ended June 30, 2005, to more than 5x on a pro forma basis.
Leverage could remain at an elevated level until Stratos fully
integrates Xantic and expected cost synergies are realized.

Partially offsetting these factors is the enhancement of Stratos'
business position through the Xantic acquisition, a proven ability
to integrate large acquisitions, positive free cash flow
generation, and the potential to improve margins over time by
realizing expected synergies.  The transaction is expected to
increase Stratos' scale and geographic reach with approximately
44% of Inmarsat market share.  Stratos is expecting to generate
between US$20 million-US$25 million of annual synergies within 24
months of closing the deal, which will help improve operating
margins and improve free cash flow to allow for debt reduction.

Standard & Poor's expects to provide further clarification on the
expected rating outcome within the next couple of months after
meeting with Stratos' senior management.


SYNERGY FITNESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Synergy Fitness MV, Inc.
        321 East 22nd Street
        New York, New York 10010

Bankruptcy Case No.: 05-16537

Chapter 11 Petition Date: August 16, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Douglas J. Pick, Esq.
                  Douglas J. Pick & Associates
                  350 Fifth Avenue, Suite 3000
                  New York, New York 10018
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007

Estimated Assets: More than $100 Million [sic]

Estimated Debts:  $50,000 to $100,000

The Debtor did not file a list of its 20 largest unsecured
creditors.


SYNIVERSE TECHNOLOGIES: S&P Rates Planned $150 Million Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Tampa, Florida-based Syniverse Technologies Inc. to
'BB-' from 'B+'.  At the same time, Standard & Poor's assigned
its 'B' rating to Syniverse's proposed $150 million senior
subordinated notes, the proceeds of which will be used to
refinance existing 12.75% senior subordinated notes.

Standard & Poor's also affirmed its 'BB-' senior secured rating on
the company's $282 million bank facility, and revised its recovery
rating to '2' from '1', reflecting S&P's expectation for
substantial (80%-100%) recovery of principal by creditors in the
event of a payment default or bankruptcy.  The outlook is stable.

"The rating action is based on improved credit metrics following
the proposed refinancing, the recent equity offering, and our
expectation that Syniverse now likely will pursue primarily a
build, rather than buy, strategy to expand its international
operations," said Standard & Poor's credit analyst Ben Bubeck.

The revised recovery rating reflects the need for operations to
deteriorate further in order to reach our default proxy, given
lower interest expense obligations following the proposed
refinancing.

Standard & Poor's ratings on Syniverse reflect:

   * the company's presence in a niche market in which the company
     must remain at the forefront of new wireless protocols to
     maintain a competitive advantage;

   * its reliance on growth in roaming transactions in a
     consolidating wireless telecommunications market; and

   * its modestly acquisitive growth strategy.

These partly are offset by Syniverse's recurring revenues and good
profitability, which allow for moderate free operating cash flow
generation.


SUPERIOR GALLERIES: Incurs $616,000 Net Loss in 4th Fiscal Quarter
------------------------------------------------------------------
Superior Galleries, Inc., (OTC Bulletin Board: SPGR) reported
record revenues for its fiscal 2005 fiscal year and fourth
quarter ended June 30, 2005.  The Company recorded revenues of
$39.5 million for the year ended June 30, 2005, an increase of
$9.5 million, or 32%, from $30.0 million for the year ended
June 30, 2004.

The Company recorded revenues of $10.2 million for its fiscal
2005 fourth quarter, an increase of $0.7 million, or 8%, from
$9.5 million for the three months ended June 30, 2004.  Management
attributed the revenue increases to continued strong market demand
for rare coins in both its wholesale and retail sales channels, as
well as to the benefits of investments in its operations and to
higher levels of inventory based on the availability of additional
financing for inventory purchases.

The Company recorded a net loss of $616,000, for the year ended
June 30, 2005 versus net income of $552,000 for the prior year.
For the quarter ended June 30, 2005, the Company recorded a net
loss of $408,000 versus net income of $357,000 for the comparable
period of fiscal 2004.  The year-over-year comparisons reflect in
part investments the Company continues to make in expanding its
live auctions, online sales channels and operational
infrastructure to support its overall growth.

Silvano DiGenova, CEO of Superior, commented, "We are excited
about our sixth consecutive quarter of record revenues, and we
continue to see significant growth potential through our online
sales channels and our traditional retail and auction activities,
as well as other initiatives we are working on now.  We are very
encouraged about the possibilities for our future expansion as a
result of the recent additions to our management team of Larry
Abbott, our Chief Sales Officer, and Paul Song, our Vice President
of Auctions. Both Larry and Paul bring vast amounts of experience
in the numismatic and auction arenas.  We believe that the
combination of our strong management team, our investments in
infrastructure and technology and the continued support of
Stanford Financial Group will give us the momentum we need for
long-term success."

Superior Galleries, Inc. -- http://www.sgbh.com/-- is a publicly
traded company, acting as a dealer and auctioneer in rare coins
and other fine collectibles. The firm markets its products through
its prestigious location in Beverly Hills, California.

As of June 30, 2005, Superior Galleries' balance sheet posted a
$1,336,000 equity from a $1,084,000 deficit at June 30, 2004.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,
filed with the Securities and Exchange Commission, Superior
Galleries continues to report negative cash flows from operations
and significant short-term debt which raise doubt about the
Company's ability to continue as a going concern.  SINGER LEWAK
GREENBAUM & GOLDSTEIN LLP, in Los Angeles, the Company's auditors,
expressed "substantial doubt about the Company's ability to
continue as a going concern" when they reviewed Superior
Galleries' financial statements for the year ended June 30, 2004.
HASKELL & WHITE LLP expressed similar doubts in 2003.

Superior Galleries' balance sheet dated June 30, 2005, shows
$19.615 million in assets and $18.279 million in liabilities.


TELIGENT INC: First Union Objects to Savage's Unwarranted Expenses
------------------------------------------------------------------
Wachovia Bank, NA, fka First Union National Bank objects to
various fees and expenses charged or paid for by Savage &
Associates, PC, in connection with its duties as the unsecured
estate claims representative of Teligent, Inc.  First Union, the
Indenture Trustee for holders of the Debtor's 1997 and 1998 Notes,
is the Debtor's single largest unsecured creditor with an allowed
claim in excess of $756 million.

First Union tells the U.S. Bankruptcy Court for the Southern
District of New York that various contingency payments,
reimbursement expenses and professional fees accumulated by
Savage & Associates are unreasonable and not reimbursable.  The
bank asks the Bankruptcy Court to disallow the payments and compel
Savage & Associates to refund the Trust for these unnecessary
expenses.

First Union raises objections to two items contained in Savage &
Associates' June 17, 2005 expense report:

     a) charges totaling approximately $232,060 for temporary
        staff, overtime services, copying fees and online
        research.  Other unreasonable charges included within this
        category are meals, local travel, phone costs and certain
        travel costs.  Savage & Associates applies these charges
        on top of an estimated $3.5 million in contingency
        payments it has received from the Trust as of April 30,
        2005.

     b) approximately $238,023 in payments made to Barbee &
        Associates, Savage & Associates' counsel, for claims
        reconciliation work.  The Indenture Trustee says that the
        amount is excessive and that many of the time entries for
        this work are vague and non-descriptive.

In addition, the Indenture Trustee objects to Savage & Associates'
claim for an additional contingency fee in connection with a
settlement that it facilitated between the Debtor and certain of
its lenders in April 2004.  Pursuant to this settlement, the
lenders agreed to cap their recovery at 30% on the first $5
million distributed and 25% on any distributions above $5 million.

Savage and Associates asserts that it is entitled to a contingency
payment equal to 33.3% of the savings realized from the
settlement.

However, First Union explains that there is nothing in Savage and
Associates' retention that would support this claim.  Based on
Savage and Associates' retention, the Firm is entitled to 33.3% of
all funds recovered.  First Union adds that Savage and Associates
is not entitled to another contingency payment for value added as
a result of the settlement because it has already received the
33.3% contingency fee from the Funds coming into the Trust.

A copy of Savage and Associates' expense report is available for
free at http://bankrupt.com/misc/TeligentInc_ExpenseReport.pdf

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001 (Bankr. S.D.N.Y.
Case No. 01-12974).  James H.M. Sprayregen, Esq., Matthew N.
Kleiman, Esq., and Lena Mandel, Esq., at Kirkland & Ellis
represent the Debtors in their restructuring effort.  When the
Company filed for protection from its creditors, it listed
$1,209,476,000 in assets and $1,649,403,000 debts.  The Debtors'
Third Amended Plan of Reorganization was confirmed on Sept. 6,
2002.


TENASKA ALABAMA: S&P Affirms $361 Million Sr. Sec. Bonds B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Tenaska Alabama Partners L.P.'s $361 million senior secured bonds
due 2021 and revised the outlook to positive from stable.

The outlook revision reflects the positive outlook revision for
Tenaska Alabama's sole offtaker, Williams Power Co. Inc., which is
a unit of The Williams Cos. Inc. (B+/Positive/B-2).

"The positive outlook on Tenaska Alabama reflects our view that
the project will be able to meet availability and capacity
requirements under its agreement with Williams Power, which in
turn is expected to provide a predictable and stable revenue
stream," said Standard & Poor's credit analyst Michael Messer.

Low technology risk and a strong operating history also support
the outlook.

Although the project's economics would support a higher rating if
Standard & Poor's raises its rating on Williams, in Standard &
Poor's view, Tenaska Alabama's current financial structure would
not warrant an investment-grade rating on a stand-alone basis, but
could support a rating in the 'BB' category.


TEREX CORP: Lenders Grant Reporting Default Waiver Until Sept. 15
-----------------------------------------------------------------
Terex Corporation (NYSE: TEX) previously indicated that, while no
assurance could be made, it was management's expectation at that
time that the Company's financial statements for the year ended
December 31, 2004, and prior periods would be filed with the SEC
on or before Aug. 15, 2005.  While the Company is in the final
stages of internal and external review of its financial statements
for 2004 and prior periods, completion of the audit documentation,
tax calculations and review procedure has proven to be a more
lengthy and time consuming process than anticipated, given the
complexity of the issues and the number of periods covered by this
review and restatement.  Management currently anticipates filing
financial statements for the year ended December 31, 2004, and
prior periods with the SEC in the very near future, and that the
Quarterly Reports on Form 10-Q for the first and second quarters
of 2005 will be filed within a few weeks thereafter.

                        Bank Waiver

Based on this, Terex has obtained a waiver from its senior bank
lending group that allows the Company until Sept. 15, 2005, to
provide its lenders with its financial information for the year
ended Dec. 31, 2004, as well as for the quarters ended March 31
and June 30, 2005.  Management anticipates having all applicable
financial information completed prior to that time.

Lastly, and consistent with the Company's prior disclosure, it is
still management's opinion that, although adjustments in any one
year's financial statements may be material, the cumulative
adjustments required to be made to shareholders' equity at
Dec. 31, 2003 resulting from all errors identified to date are not
expected to be material to total shareholders' equity.

Terex Corporation -- http://www.terex.com/-- is a diversified
global manufacturer with 2004 net sales of approximately $5
billion.  Terex operates in five business segments: Terex
Construction, Terex Cranes, Terex Aerial Work Platforms, Terex
Materials Processing & Mining, and Terex Roadbuilding, Utility
Products and Other.  Terex manufactures a broad range of equipment
for use in various industries, including the construction,
infrastructure, quarrying, recycling, surface mining, shipping,
transportation, refining, utility and maintenance industries.
Terex offers a complete line of financial products and services to
assist in the acquisition of Terex equipment through Terex
Financial Services.


UAL CORP: Dist. Court Implements Stay Pending ESOP Settlement Okay
------------------------------------------------------------------
As previously reported, in 2003, Jerry R. Summers, George T.
Lenormand, Jeffrey D. Crites, Louise Van Rensburg and James E.
Shambo, former employees of United Air Lines, individually and on
behalf of all others similarly situated, commenced a lawsuit
before the U.S. District Court for the Northern District of
Illinois, Eastern Division, against the UAL Corporation Employee
Stock Ownership Plan, UAL Corporation ESOP Committee and its
members, Marty Torres, Barry Wilson, Doug Walsh, Ira Levy, Don
Clements, Craig Musa, and State Street Bank and Trust Company,
for violation of the Employee Retirement Income Security Act, 29
U.S.C. Section 1302.  The ESOP Plaintiffs seek to recover up to
$2,000,000,000 for all past members of the UAL ESOP Plan.

In February 2005, the District Court granted class action status
to the lawsuit.

                        *     *     *

The ESOP Plaintiffs and the UAL ESOP Committee Defendants sought
and obtained an order from Judge Der-Yeghiayan of the U.S.
District Court for the Northern District of Illinois implementing
a stay in the matter pending approval of a settlement.

The ESOP Plaintiffs are Jerry R. Summers, George T. Lenormand,
Jeffrey D. Crites, Louise Van Rensburg and James E. Shambo.  The
UAL ESOP Committee Defendants are Marty Torres, Barry Wilson,
Doug Walsh, Ira Levy, Don Clements and Craig Musa.

On July 6, 2005, the Plaintiffs and the Committee Defendants
began arm's-length settlement negotiations.  Since then, the
parties have reached a settlement.  Counsel for the Plaintiffs
and counsel for the Committee Defendants will jointly seek
preliminary approval of the Settlement by Aug. 17, 2005.  Until
then, all deadlines are suspended and the case is stayed.

Steve W. Berman, Esq., at Hagens, Berman, Sobol & Shapiro, in
Seattle, Washington, represents the Plaintiffs.  Howard Shapiro,
Esq., at Proskauer Rose, in New Orleans, Louisiana, represents
the Committee Defendants.

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)


URANIUM RESOURCES: Closes $12 Million Private Equity Placement
--------------------------------------------------------------
Uranium Resources, Inc., (OTCBB: URIX) closed a private placement
of 24,000,000 shares of its common stock at $0.50 per share to
accredited investors resulting in gross proceeds of $12 million
before expenses of the offering.  The Company plans to use the
proceeds of the offering for its South Texas mining operations.
The Company will file a registration statement under the
Securities Act of 1933, as amended, to register the resale of the
shares.  Rice, Voelker LLC was the placement agent in connection
with the offering.

As of June 30, 2005, Uranium Resources' equity deficit widened to
$25,743,368 from a $15,292,696 deficit at Dec. 31, 2004.


VIVENTIA BIOTECH: Equity Deficit Widens to $34.6 Mil. at June 30
----------------------------------------------------------------
Viventia Biotech Inc. (TSX:VBI) reported financial and operational
results for the second quarter ended June 30, 2005.

Highlights for the quarter:

   -- presented positive efficacy results from two early stage
      clinical trials for Proxinium(TM) in head & neck cancer at
      the American Society of Clinical Oncology (ASCO) meeting
      held in May;

   -- announced that Proxinium(TM) has been designated an Orphan
      Drug for the treatment of head and neck cancer by the
      European Medicines Agency (EMEA) for the Evaluation of
      Medical Products;

   -- appointed nine highly respected clinical physicians and
      scientists to form the Company's new Head and Neck Cancer
      Clinical Advisory Board;

   -- received approval from Health Canada to amend the Phase I
      bladder cancer clinical trial for Proxinium(TM) to
      incorporate a roll-in Phase II arm; and

   -- disclosed preclinical research findings for Viventia's next
      generation Stealth Armed Antibody product candidate, VB6-
      845, in three poster presentations at the 96th American
      Association for Cancer Research (AACR) Annual Meeting.

"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."

                        Financial Results

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.

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 $0.3 million 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 or $0.29 per share compared with a net loss
of $5.5 million or $0.19 per share 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 or $0.47 per share compared to
$8.8 million or $0.30 per share 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
cannot 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.

As of June 30, 2005, Viventia Biotech's equity deficit widened to
CDN$34,623,000 from a CDN$21,255,000 deficit at Dec. 31, 2004.


WCI STEEL: Files Second Chapter 11 Plan & Disclosure Statement
--------------------------------------------------------------
WCI Steel, Inc., delivered its Second Plan of Reorganization and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Northern District of Ohio, Eastern Division.

As previously reported, WCI filed its first plan of reorganization
last year.  That Plan would have enabled WCI to retain ownership
of the company with a new labor contract in place.

Judge Marilyn Shea-Stonum didn't confirm that plan after
determining that it failed to meet one or more of the 13 standards
for confirmation stated in 11 U.S.C. Section 1129(a).

Also, WCI's Noteholders filed their own chapter 11 Plan for the
company.  Under the Noteholder Plan, ownership of the steel mill
will be given to "vulture investors."  The Plan does not include
any agreement with the company's workforce or the United Steel
Workers Association.

The second reorganization plan, sponsored by WCI's ultimate
parent, The Renco Group, Inc., is subject to approval by the
bankruptcy court and a vote of creditors and other stakeholders.

Edward R. Caine, WCI's vice chairman and chief restructuring
officer, said the Renco-sponsored plan contains a substantial cash
infusion, assumption of current pension obligations and a ratified
labor agreement with the United Steelworkers of America -- all of
which provide the company with a significant amount of financial
strength and flexibility.

"We are grateful to Renco for stepping forward with the financial
resources necessary to submit a plan to the court that will allow
WCI to emerge from Chapter 11 as a viable, independent company,"
Caine said. "We also appreciate the continued support of the
United Steelworkers as we proceed through the reorganization
process."

                           Terms of the Plan

Renco, as the Plan's primary sponsor will be directly obligated to
pay contributions required to fund the full, agreed benefits of
WCI's Defined Benefit Pension Plan estimated to exceed
$40 million.

Pursuant to the Plan, Old Notes will be exchanged for New Secured
Notes in the Reorganized WCI.

Secured lenders will receive: full cash payment on the
distribution date or treatment according to the Congress Exit
Financing Facility.

Secured Noteholders will receive on the Distribution Date, New
Secured Notes totaling $93 million.

Convenience claim holders will be paid 85% of their allowed
claims.

Small Noteholder claims will receive pro rata shares:

   -- of New WCI Holdings comprised of

      a) New Secured Notes in an aggregate principal amount equal
         to $7 million,

      b) 19.9% of New Common Interests, and

      c) the WCI Deficiency Notes; and

  -- cash in the aggregate amount of $1.76 million.

General unsecured creditors will receive a cash payment equal to
22% of their claims.

Equity interest holders will receive no distribution under the
Plan.

The Court will hold a disclosure statement hearing on Sept. 12,
2005, at 9:00 a.m.

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


YUKOS OIL: Moscow Court Allows Yukos to Raise Claim to RUB398 Bil.
------------------------------------------------------------------
RIA Novosti reports that the Moscow Arbitration Court allowed
Yukos Oil Company to increase the sum of its claims for damages
related to the Yuganskneftegas sale from RUB324.298 billion to
RUB398.792 billion.

The Moscow Court directed Yukos to translate its English documents
specifying the new claim amount into Russian.

The Court further adjourned the hearing to August 30, 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)


* Alvarez & Marsal Tax Advisory Services Expands Miami Office
-------------------------------------------------------------
Alvarez & Marsal Tax Advisory Services, LLC, has expanded its
Southeast-area presence with the addition of several top tax
professionals -- offering international, federal, state and local
tax expertise -- to its Miami office.  A&M has added:

    * two managing directors:

       -- Jose Lamela and
       -- Ernesto Perez; and

    * four senior directors:

       -- Benjamin Diaz,
       -- Juan Carlos Ferrucho,
       -- Alejandro Joya and
       -- Sean Menendez,

in its Miami Office.  Since launching in 2004, A&M Tax Advisory
Services has grown to more than 80 professionals based in Miami,
New York, Atlanta, San Francisco, Seattle, Charlotte, Houston and
Washington, DC.  In Miami alone, A&M has 15 tax professionals
including A&M Tax Advisory Services CEO Robert N. Lowe, Jr. and
managing director Kristin Cobb Fonseca.   The growth has been
largely in response to continued restrictions faced by tax
professionals in the Big Four audit firms, which have caused many
experienced tax professionals to seek other opportunities.

"As a major hub in the Southeast and a gateway to Latin America,
Miami is a key market for Alvarez & Marsal Tax Advisory Services,"
said Mr. Lowe.  "In Miami, and across the country, we have been
able to attract the industry's top tax professionals by offering a
platform that is free from potential independence conflicts which
face the Big Four audit firms.  At A&M, tax professionals are not
hindered in their ability to serve clients and are thus able to
have successful careers serving as advocates for their clients."

Mr. Lamela has more than 17 years of experience advising clients
on state and local income and franchise tax, sales and use tax,
and gross receipts taxes.  He also consults with clients on state
and local tax matters related to acquisitions and dispositions,
audit defense, tax compliance, and tax technology.  Prior to
joining A&M, Mr. Lamela was a tax partner with Arthur Andersen and
Deloitte Tax.  During his careers with Andersen and Deloitte, Mr.
Lamela held roles as practice leader for each firm's state and
local tax practice in Florida.  Mr. Lamela holds a bachelor of
business administration degree, summa cum laude, double majoring
in accounting and finance, from the University of Miami and a
master's degree in taxation from Florida International University.
Mr. Lamela is fluent in Spanish and English, and conversational in
French.

Mr. Perez has 13 years of experience advising clients on inbound
and outbound international taxation, including acquisition and
disposition planning, initial structuring for new country
investments, tax efficient financing structures, foreign tax
credit planning including expense apportionment and overall
foreign loss planning, earnings and profits computation, transfer
pricing and repatriation strategies.  Immediately prior to joining
A&M, Mr. Perez was director-in-charge of international tax
services for Berkowitz, Dick, Pollack & Brant Certified Public
Accountants & Consultants, LLP in Miami.  Previously, he was a tax
partner with Arthur Andersen and Deloitte & Touche.  Mr. Perez
holds a law degree from the Georgia State University College of
Law and a bachelor's degree in business administration in
economics, cum laude, from the University of Georgia.  Mr. Perez
is fluent in Spanish and English.

With over 11 years of state and local tax experience, Mr. Diaz has
advised companies in a variety of industries regarding state and
local tax consulting, with an emphasis on income/franchise and
sales/use taxes for multi-state entities.  He conducts reviews and
structural planning related to acquisitions and dispositions,
audit defense, tax compliance, and the application of technology
for state and local tax purposes.  Prior to joining A&M, Mr. Diaz
was a Senior Manager at Deloitte Tax.  Previously, he was a Senior
Manager in Arthur Andersen's Tax and Business Advisory practice.
He earned a master's degree in taxation and a bachelor's degree in
accounting, with a double major in accounting and management
information systems, from Florida International University.

Mr. Ferrucho has over a decade of tax advisory experience working
with both public accounting and law firms prior to joining A&M. He
advises U.S. large and mid-size companies on complex international
tax issues, as well as non-U.S. multinational enterprises on their
activities within the United States.  Over the course of his
career, Mr. Ferrucho has served clients in a variety of industries
including companies in the telecommunications, retail, real estate
and energy sectors. He also serves large U.S. and European
multinationals in tax planning for establishing and maintaining
operations throughout Latin America.  Mr. Ferrucho earned a
bachelor's degree in accounting from Florida Atlantic University
and a law degree, cum laude, from Indiana University, Bloomington.
Mr. Ferrucho also holds an LL.M. in Taxation from the University
of Florida.

Mr. Joya brings significant experience advising multi-state
clients on various state and local tax matters, including
income/franchise, sales/use, and real estate transfer taxes.  He
also has experience in identifying and negotiating state and local
incentives for relocating and expanding businesses.  His
experience includes state income and sales/use tax audit defense,
state tax due diligence investigations, merger and acquisition
planning, strategic state tax planning and restructuring, and
state income tax compliance.  Prior to joining A&M, Mr. Joya was a
Senior Manager in Arthur Andersen's State and Local Tax Practice.
Before that, he was a Senior Manager in Arthur Andersen's State
and Local Tax Practice.  Mr. Joya earned a bachelor's degree in
business administration, cum laude, in accounting from the
University of Miami and a law degree with honors from Florida
State University College of Law.

Mr. Menendez brings more than 14 years of experience advising
public and closely-held corporations, consolidated groups, pass-
through entities, U.S. expatriate and foreign national
individuals, and high net-worth individuals on a wide variety of
federal, state, and international tax matters including, but not
limited to, entity structuring, acquisitions and dispositions,
accounting methods, audit defense, accounting for income taxes
under FAS 109, and tax compliance.  Immediately prior to joining
A&M, Mr. Menendez served as a manager at Berkowitz Dick Pollack &
Brant Certified Public Accountants and Consultants LLP in Miami.
Previously, he was with Deloitte Tax and KPMG Peat Marwick. Mr.
Menendez earned a master's degree of accounting with a tax
specialization and a bachelor's degree of science in accounting,
cum laude, from the University of Florida.

A&M Tax Advisory professionals advise clients on federal,
international, and state and local tax matters, including tax
aspects of mergers, acquisitions and dispositions, research
credits and incentives, tax risk management, and tax
controversies.

     About Alvarez & Marsal Tax Advisory Services

Alvarez & Marsal Tax Advisory Services, LLC, an affiliate of
Alvarez & Marsal -- http://www.alvarezandmarsal.com--, a leading
global professional services firm, is an independent tax group
comprised of experienced tax professionals dedicated to providing
customized tax advice to clients in a broad range of industries.
Our professionals extend Alvarez & Marsal's commitment to offering
clients a choice in tax advisors free from audit-based conflicts
of interest. We serve clients with knowledge, experience and a
commitment to excellence in client service.  Our professionals
advocate our clients' interests with the highest integrity.
Alvarez & Marsal Tax Advisory Services, LLC, is a founding member
of the Taxand global alliance which is comprised of independent
tax firms in countries around the world that provide our
multinational clients with international tax advice.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
August 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual TMA Alberta Golf Tournament
         The Links of Gleneagles, Cochrane, AB
            Contact: 403-294-4937 or http://www.turnaround.org/

August 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Luncheon
         McDermott Will & Emery, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Carolinas
            Contact: 704-926-0359 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Northeast Regional Conference Sponsorship Opportunities
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-440-6615 / 516-465-2356 or
                     http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Motorcycle Ride
         Lake Shore Harley Davidson, Libertyville, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      ALS Walk 4 Life
         Montrose Harbor, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 14, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Understanding the New Bankruptcy Legislation & its
      Implications
         New York, New York
            Contact: http://www.frallc.com/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Los Angeles and Beverly Hills, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Los Angeles and Beverly Hills, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders' Panel: Deal Structures in 2005
         TBD, Pittsbugh, Pennsylvania
            Contact: bmanne@tuckerlaw.com or
                     http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, Washington
            Contact: 503-223-6222; http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Francisco, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         San Francisco, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Costa Mesa, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Costa Mesa, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The 2005 Bankruptcy Amendments Seminar: The Law of Intended
         and Unintended Consequences
            Woodbridge Hilton, Iselin, New Jersey
               Contact: http://www.turnaround.org/

September 28, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Diego, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 29, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      West Coast Corporate Restructuring Conference
         Grand Hyatt on Union Square, San Francisco, California
            Contact: http://www.airacira.org/

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Sacramento, California
               Contact: http://www.ceb.com/;1-800-232-3444

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Sacramento, California
            Contact: http://www.ceb.com/;1-800-232-3444

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, Clifornia
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
       Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, NY
            Contact: 541-858-1665 or http://www.airacira.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CaliforniaA
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Viginia
            Contact: 703-912-3309 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
      Restructuring (VALCON)
         Four Seasons Hotel, Las Vegas, Nevada
            Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, Arizona
            Contact: http://www.pli.edu/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, Califnornia
            Contact: 1-703-739-0800; www.abiworld.org

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
  AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, IL
               Contact: 1-800-CLE-NEWS; or
                        http://www.ali-aba.org/;

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.ali-aba.og/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Wasington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, IL
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.com/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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