TCR_Public/050818.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, August 18, 2005, Vol. 9, No. 195

                          Headlines

ABLE LABS: Intends to Liquidate Assets Instead of Reorganizing
ABLE LABORATORIES: U.S Trustee Appoints 7-Member Creditors Panel
ABLE LABORATORIES: Committee Wants to Hire Duane Morris as Counsel
ABRAXAS PETROLEUM: Releases Prospectus for Sale of 5 Mil. Shares
ACCESS WORLDWIDE: June 30 Balance Sheet Upside-Down by $3.8 Mil.

ADELPHIA COMMS: Arahova Noteholders Intend to Appeal Rulings
ADVOCAT INC: Earns $16 Million of Net Income in Second Quarter
AES IRONWOOD: S&P Has Positive Outlook on $308 Million Bonds
ALLIANCE LAUNDRY: Incurs $2.7 Million Net Loss for Second Quarter
ALL STAR: Case Summary & 20 Largest Unsecured Creditors

AMERICAN HOMEPATIENT: 6th Circuit Affirms Bankruptcy Ruling
ANCHOR GLASS: Arranges $15 Million DIP Secured Term Facility
ARCAP 2005: Fitch Places Low-B Ratings on Six Certificate Classes
ASARCO LLC: Gets Court Nod to Employ Jordan Hyden as Local Counsel
ATA AIRLINES: Wants to Walk Away from Pilots' Union Agreement

ATG INC: Ch. 7 Trustee Taps Gadsby Hannah as Special Local Counsel
BANC OF AMERICA: Fitch Lifts Class B Cert. Rating 3 Notches to BBB
BROOKSTONE FINE: Case Summary & 48 Largest Unsecured Creditors
CATHOLIC CHURCH: Montali Appointed as Settlement Judge in Portland
CELLEGY PHARMACEUTICALS: June 30 Equity Deficit Narrows to $1.7MM

CENVEO INC: S&P Revises Corporate Credit Rating Watch to Negative
CLOVERLEAF TRANSPORTATION: Wants Drake Sommers as Counsel
CNA FINANCIAL: S&P Assigns BB Preferred Stock Rating
DELTA AIR: S&P Places Ratings on Watch with Negative Implications
EASTMAN KODAK: Fitch Chips Rating on Sr. Debt One Notch to BB-

EMERITUS ASSISTED: Equity Deficit Narrows to $123 Mil. at June 30
ENRON CORP: Inks Pact Resolving Brooklyn Union Gas Claims
ENRON: EEMC Demands Summary Judgment on CCLC's Claims
ENRON CORP: Looking Glass Holds $1 Million Allowed Unsecured Claim
FIBERMARK INC: Court Rules in Favor of Unsealing Examiner's Report

FIRST UNION: Negative Loan Performance Cues Fitch's Downgrade
GMAC COMMERCIAL: Loan Defeasance Prompts Fitch to Lift Ratings
GOLDMAN SACHS: Fitch Affirms B Rating on Class IB-5 Certificates
GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
GOODYEAR TIRE: SEC May File Charges for Accounting Violations

GSI GROUP: Wants to Exchange $110M Sr. Notes with Registered Notes
H. LIEBLICH: Case Summary & 13 Largest Unsecured Creditors
HAYES LEMMERZ: Sells Equipment & Engineering Division
HOME INTERIORS: S&P Lowers Corporate Credit Rating to CCC
HUFFY CORP: Bankruptcy Court Approves Disclosure Statement

HUFFY CORP: Court Okays Distress Termination of Retirement Plan
INTERMET CORP: Begins Plan Solicitation & Balloting Procedures
IT GROUP: Final Decree Closing Ch. 11 Cases Delayed Until Oct. 31
IT GROUP: Trustee Has Until Oct. 31 to Object to Proofs of Claim
JACUZZI BRANDS: S&P Affirms B+ Corporate Credit Rating

KERR-MCGEE: Selling North Sea Operations to Maersk for $3.5 Bil.
KERR-MCGEE: Taking Bids for Gulf of Mexico Shelf Properties
K&F INDUSTRIES: Reports Second Quarter Financial Results
LEAP WIRELESS: Earns $2.5 Million of Net Income in Second Quarter
MAYTAG CORP: Moody's Reviews Ba2 Sr. Implied & Sr. Unsec. Ratings

MEDIACOM BROADBAND: Moody's Rates New $300 Million Sr. Notes at B2
METCO PROPERTIES: Logan Russack Wants Case Converted to Chapter 7
MIRANT CORP: Court Rules on Wachovia & CSFB Claim Disputes
MIRANT CORP: Wants to Pay Mirant Sugar's Prepetition Taxes
MOHAMED ALI: Voluntary Chapter 11 Case Summary

NANNACO INC: Convertible Debenture Holders Deliver Default Notice
NATIONAL CENTURY: Releases Docs to U.S. Attorney for the S.D. Ohio
NATIONAL R.V.: Closes New 3-Year Loan with UPS & Wells Fargo
NATIONAL R.V.: Reports Preliminary Financial 2nd Quarter Results
NEWS CORP: Board Extends Stockholders Rights Plan to Nov. 2007

NORTEL NETWORKS: Inks Joint Venture Pact with LG Electronics
OCEAN JOURNEY: Court Reopens Case for Administration of Assets
OPTINREALBIG.COM: Wants Case Dismissed After Settling SPAM Suits
ORBIMAGE HOLDINGS: Posts $5.4 Million Net Loss in Second Quarter
PEGASUS SATELLITE: Trust Gets Cash Investment Requirements Waived

PEGASUS SATELLITE: C&TA Gets Final Fees for Advisory Services
RADNOR HOLDINGS: Posts $100,000 Net Loss for the Second Quarter
REGIONAL DIAGNOSTICS: Wants Exclusive Period Stretched to Oct. 19
REGIONAL DIAGNOSTICS: Panel Wants to Recover Assets from Lenders
R.F. CUNNINGHAM: U.S. Trustee Picks 5-Member Creditors Committee

R.F. CUNNINGHAM: Committee Taps Halperin Battaglia as Counsel
R.F. CUNNINGHAM: Committee Hires Mahoney Cohen as Finance Advisor
RISK MANAGEMENT: Committee Taps Halperin Battaglia as Counsel
RISK MANAGEMENT: Section 341(a) Meeting Slated for Sept. 1
ROTECH HEALTHCARE: S&P Lowers Corporate Credit Rating to BB-

SAACO: Fitch Assigns BB+ Rating on $5.6 Million Private Certs.
SATCON TECHNOLOGY: Completes $5.8 Million Financing Transaction
SATCON TECHNOLOGY: Posts $2 Million Net Loss in Second Quarter
SCOTT DESERT: Voluntary Chapter 11 Case Summary
SECURITY CAPITAL: Estimates $3.7 Million Second Quarter Net Income

SIRIUS SATELLITE: Sells $500M Senior Notes to Institutional Buyers
SMURFIT-STONE: S&P Puts B+ Corporate Credit Rating on Watch
SOREY FARMS: Voluntary Chapter 11 Case Summary
SOUTH DAKOTA: Files Schedules of Assets & Liabilities
SPECIAL DEVICES: S&P Withdraws Junk Corporate Credit Rating

STATION CASINOS: Exchanging $200M Sr. Notes for Transferable Notes
STATION CASINOS: SC Sonoma Buys Property for New Resort Facility
SUN HEALTHCARE: Lenders Allow $4MM Short-Term Overadvance on Loan
TECO AFFILIATES: Wants National Union's Claims Disallowed
TECO AFFILIATES: Wants Graylon Hughes' $200K PI Claims Rejected

TRM CORP: Earns $2.9 Million of Net Income in Second Quarter
UNISYS CORP: S&P Puts BB+ Corporate Credit Rating on CreditWatch
URANIUM RESOURCES: Registers 84.4 Million Shares for Resale
VARTEC TELECOM: Wants to Close Reno Call Center & Reject Contracts
WESTPOINT STEVENS: Wants Avoidance Action Procedures Modified

WINSTAR COMMS: Case Management Conference Slated for Aug. 22
WORLDCOM INC: Judge Jones Sentences Two Ex-Worldcom Accountants
XTREME COS: June 30 Balance Sheet Upside-Down by $1.1 Million
YUKOS OIL: Cuts Investment in Two Oil Units By 88%

* Proskauer Rose Names L. Solomon & B. Fader as Department Chairs
* Proskauer Rose Names Bert Deixler to Head Los Angeles Office

                          *********

ABLE LABS: Intends to Liquidate Assets Instead of Reorganizing
--------------------------------------------------------------
Able Laboratories, Inc., says it intends to sell its business and
assets to one or more third-party purchasers instead of
reorganizing under chapter 11 of the U.S. Bankruptcy Code.

The Company has determined that its business plan for a
reorganization is not feasible because it is dependent on
obtaining significant external financing, which in turn was
predicated on its being able to return certain products to the
market in a more timely manner.

                    FDA Rejects Proposal

The U.S. Food and Drug Administration rejected the Debtor's
proposal to revalidate the product development data included in
the Company's previously approved Abbreviated New Drug
Applications, under new management and with the data being
verified by an independent outside consultant.  The proposal would
have allowed the Company to re-launch its products to the market
and thus generate income or revenue.

On May 23, 2005, the company disclosed that it had suspended
manufacturing operations and had recalled its product line due to
concerns about laboratory practices and compliance with standard
operating procedures.

The company's chapter 11 filing on July 18, 2005, was intended to
assist the company to continue while it works with the FDA to
address inspectional observations, improve the quality of its
systems and controls and, subject to FDA authorization,
reintroduce products to the market.

                No Stockholder Value, Able Says

While it is possible for shareholders of the company's common
stock to receive proceeds from the sale of its assets, there can
be no guarantee that this will occur.  In fact, Able believes it
is unlikely to occur, because the aggregate sale proceeds would,
in Able's view, be insufficient to pay all of the liabilities owed
to secured and unsecured creditors of the company.  Accordingly,
in Able's view, it is not likely that the common stock has any
value.

                        CRO Resigns

In light of the FDA's decision and the need of the company to
reduce overhead and expenses, Paul D. Cottone, the company's Chief
Restructuring Officer has resigned.  Mr. Cottone will continue to
assist the company on a consulting basis.  Richard M. Shepperd,
the company's Director of Restructuring, will continue with the
company's efforts to reduce expenses and to market assets.

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


ABLE LABORATORIES: U.S Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in Able
Laboratories, Inc.'s chapter 11 case:

     1. Cardinal Health
        Attn: Thomas Gerhart
        7000 Cardinal Place
        Dublin, Ohio 43017
        Tel: 614-757-5433, Fax: 614-757-6653

     2. McKesson Corporation
        Attn: Jennifer Jenkins
        One Post Street
        San Francisco, California 94104
        Tel: 415-983-9333, Fax: 415-732-2967

     3. Waters Corporation
        Attn: Michelle A. Hardiman
        34 Maple Street
        Milford, Massachusetts 01757
        Tel: 508-482-3775, Fax: 508-482-2320

     4. Criterion Software, LLC
        Attn: Alag Saravanan
        3830 Park Ave., # 205
        Edison, New Jersey 08820
        Tel: 732-635-9450, Fax: 732-635-9452

     5. Siegfried (USA), Inc.
        Attn: Rich Barkasy
        33 Industrial Park Avenue
        Pennsville, New Jersey 08070
        Tel: 856-540-6313, Fax: 856-678-8206

     6. Ivax Corporation
        Attn: Eric Mittleberg
        4400 Biscayne Blvd.
        Miami, Florida 33137
        Tel: 305-575-6000, Fax: 305-575-6048

     7. Rite Aid Corporation
        Attn: Robert B. Sari
        P.O. Box 3165
        Harrisburg, Pennsylvania 17105
        Tel: 717-975-5833, Fax: 717-760-7867

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


ABLE LABORATORIES: Committee Wants to Hire Duane Morris as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Able
Laboratories, Inc., asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Duane Morris LLP
as its counsel.

Duane Morris will:

   a) provide legal advice with respect to the Committee's rights
      and interests in the review and negotiation of any plan of
      reorganization, its accompanying disclosure statement and
      related corporate documents and in the confirmation and
      implementation of that plan;

   b) respond on behalf of the Committee to any and all
      applications, motions, answers, orders, reports and other
      pleadings in connection with the administration of the
      Debtor's estate in its chapter 11 case; and

   c) perform any other legal services requested by the
      Committee in connection with the Debtor's chapter 11 case.

David H. Stein, Esq., a Partner of Duane Morris, is one of the
lead attorneys for the Committee.  Mr. Stein charges $370 per hour
for his services.

Mr. Stein reports Duane Morris' professionals bill:

      Professional              Designation     Hourly Rate
      ------------              -----------     -----------
      Walter J. Greenhalgh      Partner            $490
      Diane E. Vuocolo          Partner            $455
      Michael R. Lastowski      Partner            $525
      Mairi V. Luce             Associate          $385
      Kevin P. Ray              Associate          $295
      Joseph H. Lemkin          Associate          $310
      Mathew M. Carucci         Associate          $225
      Denice M. Sosnoski        Paralegal          $160
      Robin D. Thomas           Paralegal          $160
      Thelma J. Santorelli      Legal Assistant    $115

Duane Morris assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

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


ABRAXAS PETROLEUM: Releases Prospectus for Sale of 5 Mil. Shares
----------------------------------------------------------------
Abraxas Petroleum Corporation filed a prospectus with the
Securities and Exchange Commission relating to the offer and sale
of up to an aggregate of 5,096,479 shares of its common stock.

The Company's common stock trades on The American Stock Exchange
under the symbol "ABP."  Early this year, shares in ABP traded in
the $2.00 to $2.50 range.  The stock's topped $4.50 per share most
days this month.

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

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


ACCESS WORLDWIDE: June 30 Balance Sheet Upside-Down by $3.8 Mil.
----------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC),
a leading marketing services company, reported financial results
for the quarter ended June 30, 2005.

Revenues for the second quarter of 2005 decreased 32.1% to
$9.5 million from revenues of $14.0 million for the second quarter
of 2004.  The Company reported a loss from operations for the
second quarter of 2005 of $300,000, compared with income from
operations of $800,000 for the second quarter of 2004.

The Company reported a net loss of $700,000, for the quarter ended
June 30, 2005, compared with net income of $400,000, for the
quarter ended June 30, 2004.  Total weighted average diluted
shares outstanding for the quarters ended June 30, 2005 and
June 30, 2004 were 11,286,219 and 11,392,684, respectively.

Lower consolidated revenues in the second quarter of 2005 were
driven primarily by the decrease in revenues from our Business
Services segment, which was the result of the lengthy lead time
necessary for our two new business development professionals to
replace the revenues lost from a prior client due to regulatory
changes.  This was amplified slightly by a decrease in revenues in
our Pharmaceutical Services segment, due to the launch of a major
DTC program for one of our clients in 2004 with no similar launch
in 2005.  The loss from operations was primarily attributed to the
decrease in revenues in our Business Services Segment.

            For the Six Months Ended June 30, 2005

Our revenues decreased $7.0 million, or 26.0%, to $19.9 million
for the six months ended June 30, 2005, compared with $26.9
million for the six months ended June 30, 2004.  Revenues for the
Pharmaceutical Segment decreased $0.6 million, or 4.4%, to $13.0
million for the six months ended June 30, 2005, compared with
$13.6 million for the six months ended June 30, 2004. Revenues for
the Business Segment decreased $6.4 million, or 48.1%, to
$6.9 million for the six months ended June 30, 2005, compared to
$13.3 million for the six months ended June 30, 2004.

The Company reported net loss and diluted earnings per share of
$(1.3) million and $(0.11), respectively, for the six months ended
June 30, 2005, compared with net income and diluted earnings per
share of $0.2 million and $0.01, respectively, for the six months
ended June 30, 2004.  Total weighted average diluted shares
outstanding for the six months ended June 30, 2005 and June 30,
2004 were 11,064,969 and 11,264,974, respectively.

"We continue to remain focused on continuing momentum at our
pharmaceutical services division while investing in Business
Development professionals to improve our revenue performance at
our other divisions," stated Richard Lyew, the Company's Chief
Financial Officer.

Founded in 1983, Access Worldwide -- http://www.accessww.com/--  
provides a variety of sales, marketing and medical education
services.  Services include product stocking, medical education,
database management, clinical trial recruitment and teleservices.
Access Worldwide is headquartered in Boca Raton, Florida and has
about 800 employees in offices throughout the United States and
Asia.

At June 30, 2005, Access Worldwide's balance sheet showed a
$3,864,961 stockholders' deficit, compared to a $3,865,118 deficit
at Dec. 31, 2004.


ADELPHIA COMMS: Arahova Noteholders Intend to Appeal Rulings
------------------------------------------------------------
The Ad Hoc Committee of Arahova Noteholders, as holders of more
than $550 million in senior notes issued by Arahova
Communications, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for leave to file appeals to the
U.S. District Court for the Southern District of New York
regarding:

    1. Order denying the Arahova Committee's motion to strike the
       ACOM Debtors' 2005 Amended Schedules;

    2. Order denying the Arahova Committee's motion to prosecute
       intercompany claims and causes of action;

    3. Order denying the Arahova Committee's motion to compel or
       to strike the Debtors' factual assertions; and

    4. Order approving the Debtors' proposed Resolution
       Procedures.

As reported in the Troubled Company Reporter yesterday, the
Bankruptcy Court denied the Arahova Noteholders' request for
leave, standing and authority to prosecute intercompany claims and
causes of actions, on behalf of Arahova and its debtor
subsidiaries in the ACOM Debtors' Chapter 11 cases.

The Court also denied their request to strike the Amended
Schedules filed by Adelphia Communications Corporation and its
debtor-affiliates.

The appeals have substantial merit, John K. Cunningham, Esq., at
White & Case LLP, in New York, attests.

However, Mr. Cunningham says, even if the Arahova Committee were
to obtain a favorable ruling from the Bankruptcy Court on a
normal briefing and argument schedule, the Court will not be able
to return the parties to the status quo.  The resolution of
billons of dollars of claims will take every day the interested
parties have available to them between now and the deadline the
Court set for a large portion of intercompany issues to be
resolved.

Thus, the Arahova Committee further asks the Court for an
expedited briefing and argument schedule that permits a
resolution of their appeals as quickly as the Court's dockets
will allow, or a stay of certain aspects of the Orders pending a
more deliberate briefing schedule.

Mr. Cunningham gives Judge Gerber five factors that reinforce the
need for an expedited appeal:

    1. The requirement that the sale of the ACOM Debtors' assets
       to Time Warner, Inc., and Comcast Corp. be consummated by
       July 31, 2006;

    2. The materiality of the inter-Debtor issues to achieving a
       confirmable Plan of Reorganization that implements the Time
       Warner/Comcast Sale;

    3. The complexity of the inter-Debtor issues;

    4. The amount of time it will take to resolve the inter-Debtor
       issues in a fashion that will accommodate the Plan
       confirmation process and the Time Warner/Comcast Sale; and

    5. The need of the parties to know that the procedures
       utilized to address the inter-Debtor issues will withstand
       challenge and that they will produce sufficiently final
       resolutions to permit the plan to proceed.

The appellate review of all the Orders is too important to be
denied review and too independent of the cause itself to wait
until final resolution of the inter-Debtor issues, Mr. Cunningham
says.  With substantive and quite possible outcome-determinative
deadlines approaching within a few short months, the Arahova
Committee believes an expedited appeal is necessary to avoid the
significant due process issues that will inevitably result from
the implementation of the Bankruptcy Court's procedures.

                        Consolidated Appeals

Mr. Cunningham notes that all four appeals concern certain inter-
Debtor disputes and the operative facts are essentially the same
for each.  The separate resolution of the appeals, he says, would
involve the duplication of judicial labor.  Therefore, the
Arahova Committee asks the Court to hear the appeals on a
consolidated basis.

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)


ADVOCAT INC: Earns $16 Million of Net Income in Second Quarter
--------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) reported its results for the
second quarter ended June 30, 2005.

Advocat reported net income from continuing operations of
$1.6 million, or $0.25 per diluted common share, for the second
quarter of 2005 compared with a net income from continuing
operations of $3.6 million, or $0.55 per diluted common share,
in 2004.  Net income for common stock for the second quarter was
$1.6 million, or $0.25 per diluted share, compared with
$2.4 million, or $0.38 per diluted share, in the second quarter of
2004. The 2005 results included a $1.5 million expense for
professional liability costs compared with a $1.7 million net
benefit in 2004. The 2004 results also included a $1.1 million
loss from discontinued operations.

                     Second Quarter Results

Advocat's net revenues from continuing operations increased 7.5%
to $52.6 million compared with $49.0 million in the second quarter
of 2004.  The increase in second quarter net revenues was
primarily due to patient revenues that increased 7.8% to
$49.5 million compared with $45.9 million in the second quarter of
2004.  Patient revenues benefited from Medicare rate increases
that were effective October 1, 2004, increased Medicare
utilization, and increased Medicaid rates in certain states,
partially offset by a 0.2% decline in census in 2005 compared with
2004.  Medicare revenues increased to 30.8% of patient revenues in
2005, up from 29.5% in 2004.  Resident revenues increased to
$3.2 million in 2005 from $3.1 million in the second quarter of
2004.  Ancillary service revenues, prior to contractual
allowances, increased 12.9% to $10.3 million in 2005 from
$9.1 million in the second quarter of 2004.

Operating expenses increased to $40.0 million and represented
75.9% of patient and resident revenues for the second quarter of
2005 compared with $38.6 million, or 78.7% of such revenues, in
the second quarter of 2004.  The increase in operating expenses
was primarily due to higher wage and benefit costs.

The Company's results of continuing operations for the second
quarter of 2005 included $1.5 million in professional liability
costs compared with a net benefit of $1.7 million in 2004.  The
2004 benefit resulted from downward adjustments in the Company's
self-insured reserves associated with professional liability
claims.  The self-insurance reserves are assessed on a quarterly
basis, with changes in estimated losses being recorded in the
consolidated statements of operations in the period identified.
Professional liability costs include cash and non-cash charges
recorded based on current actuarial reviews.  The actuarial
reviews include estimates of known claims and an estimate of
claims that may have occurred, but have not yet been reported to
the Company.

As of June 30, 2005, the Company has recorded total liabilities
for reported professional liability claims and estimates for
incurred but unreported claims of $34.5 million, and has current
debt obligations of $43.9 million. The Company does not have cash
or available resources to pay in full this current debt, the
accrued professional liability claims or any significant portion
of either and has limited resources available to meet its
anticipated operating, capital expenditure and debt service
requirements during 2005.

                       Six Months Results

Net revenues increased to $104.5 million in the first six months
of 2005 compared with $97.5 million in 2004. Patient revenues were
$98.2 million in 2005 compared with $91.4 million in the first six
months of 2004.  Resident revenues were $6.3 million compared with
$6.0 million.  Ancillary service revenues, prior to contractual
allowances, increased to $20.2 million in 2005 from $18.5 million
in 2004.

Operating expenses were $80.8 million in 2005 and represented
77.3% of patient and resident revenues compared with
$76.7 million, or 78.6% of such revenues, in 2004.  The increase
in operating expenses was primarily due to higher wage and benefit
costs.

Net income from continuing operations for the first six months of
2005 was $10.5 million, or $1.60 per diluted common share,
compared with $8.1 million, or $1.27 per share, in the first six
months of 2004.  Net income for common stock for the first six
months of 2005 was $10.4 million, or $1.62 per diluted share,
compared with $7.0 million, or $1.12 per diluted share, in the
same period of 2004.  The 2005 results include income of
$0.1 million from discontinued operations compared with a loss of
$1.0 million in the same period of 2004.

                      Reimbursement Update

The President's proposed budget for the fiscal year beginning
October 1, 2005, includes the effects of the refinement of the
Resource Utilization Group system and provides for the elimination
of the reimbursement add-ons for high acuity patients. The final
rule issued by the Centers for Medicare and Medicaid ("CMS")
includes the elimination of the add-ons and other offsetting
adjustments to the reimbursement received, including a market
basket adjustment of approximately 3.1% designed to increase
reimbursement for the effects of inflation.  The market basket
adjustment will become effective October 1, 2005, and will
increase the Company's revenue and operating cash flow by
approximately $1.6 million annually.  The eliminations of the
add-ons and other offsetting adjustments will be effective
January 1, 2006, and will decrease the Company's revenue and
operating cash flow by approximately $2.5 million annually. The
net effect of the CMS rule, once all adjustments are in effect,
will be to reduce the Company's revenue and operating cash flow by
approximately $0.9 million per year.

Advocat Inc. -- http://www.irinfo.com/avc-- provides long-term
care services to nursing home patients and residents of assisted
living facilities in nine states, primarily in the Southeast.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

The Company incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


AES IRONWOOD: S&P Has Positive Outlook on $308 Million Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on AES
Ironwood LLC's 'B+'-rated $308.5 million senior secured bonds
(about $292 million outstanding) to positive from stable,
following its similar action on The Williams Cos. Inc. (Williams;
B+/Positive/B-2).  Williams guarantees the obligations of the
project's primary power purchaser, Williams Power Co. Inc.  The
rating on AES Ironwood's bonds is constrained by the rating on
Williams.  Standard & Poor's has concluded that in the absence of
the power-purchase agreement with Williams Power, the project
would be forced to operate under merchant conditions and would
likely not be able to service its debt in a timely manner.

AES Ironwood is a 705-MW, combined-cycle, natural gas-fired
generation station in South Lebanon Township, Pennsylvania that
sells its entire capacity and energy to Williams Power, a
subsidiary of Williams, through a 20-year PPA.  The project
achieved commercial operation on Dec. 28, 2001, and granted final
acceptance to Siemens Westinghouse, the engineering, procurement,
and construction contractor, on March 12, 2003.  The AES Corp.
(B+/Positive/--) indirectly owns 100% of AES Ironwood.

"The positive outlook reflects that of guarantor Williams," said
Standard & Poor's credit analyst Scott Taylor.  "The project
rating will be tied to the rating on Williams in the near term, if
market conditions still prevent the project from generating
adequate cash flow to cover its debt service obligations at
adequate levels, without the benefit of a PPA," he continued.

For the project rating to return to an investment-grade level, it
would need to resolve its outstanding disputes and improve its
debt service coverage ratio, in addition to Williams being rated
investment grade.


ALLIANCE LAUNDRY: Incurs $2.7 Million Net Loss for Second Quarter
-----------------------------------------------------------------
Alliance Laundry Holdings LLC reported results for the quarter and
six months ended June 30, 2005.

Net revenues for the quarter ended June 30, 2005 increased
$12.3 million, or 16.8%, to $85.7 million from $73.4 million for
the quarter ended June 30, 2004.  The company's net loss for the
quarter ended June 30, 2005, was $2.7 million as compared to net
income of $6.2 million for the quarter ended June 30, 2004.
Adjusted EBITDA for the quarter ended June 30, 2005 was
$16.6 million compared with Adjusted EBITDA of $16.1 million for
the quarter ended June 30, 2004.

The overall net revenue increase of $12.3 million was attributable
to higher commercial and consumer laundry revenue of $11.7 million
and service parts revenue of $0.6 million.  The company's net loss
for the quarter ended June 30, 2005, included $8.0 million of
transaction costs incurred in establishing a new asset backed
facility for the sale of equipment notes and trade receivables,
and amortization of $0.6 million related to an inventory step-up
to fair market value recorded on the acquisition date, with no
similar costs in 2004.

Net revenues for the six months ended June 30, 2005, increased
$15.9 million, or 11.4%, to $155.6 million from $139.7 million for
the six months ended June 30, 2004. The company's net loss
for the six months ended June 30, 2005, was $34.1 million as
compared to net income of $10.4 million for the six months
ended June 30, 2004.  Adjusted EBITDA for the six months ended
June 30, 2005, was $29.2 million as compared with Adjusted EBITDA
of $31.2 million for the six months ended June 30, 2004.

In announcing the Company's results, CEO and President
Thomas F. L'Esperance said, "We are extremely pleased with our top
line revenue growth of 16.8% for the quarter ended June 30, 2005.
Leading the way for the quarter was higher international equipment
revenue of $4.4 million, higher North American commercial
equipment revenue of $4.1 million and higher consumer laundry
revenue of $2.2 million."

"We are very pleased to have the purchase of Alliance by Ontario
Teachers and the establishment of our new asset backed facility
behind us and look forward to focusing our efforts on growing the
business and delevering the Company," said L'Esperance.

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com--, a leading
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries, on-
premise laundries and drycleaners.  Alliance offers a full line of
washers and dryers for light commercial use as well as large
frontloading washers, heavy duty tumbler dryers, and presses and
finishing equipment for heavy commercial use.  The Company's
products are sold under the well known brand names Speed Queen(R),
UniMac(R), Huebsch(R) and Ajax(R).

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1


ALL STAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: All Star Neon, Inc.
        dba All Star Neon & Sign Specialists
        dba All Star Signs and Electric
        406 Industrial Drive
        Maryland Heights, Missouri 63043

Bankruptcy Case No.: 05-51432

Type of Business: The Debtor is a full service sign,
                  lighting and electrical contractor.
                  The Company's services include
                  simple repairs, engineering,
                  fabrication, and installation.
                  See http://www.allstar-inc.com/

Chapter 11 Petition Date: August 16, 205

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Steven Goldstein, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Avenue, Suite 101
                  Saint Louis, Missouri 63124
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Tax period ending         $185,193
122 Spruce Street             09/30/2004
Saint Louis, MO 63103

IBEW Local 1                  Union dues                $105,882
c/o Rhona S. Lyons
Schuchat, Cook & Werner
1221 Locust Street, 2nd Floor
Saint Louis, MO 63103

Titan Contractors Services,                              $62,423
Inc.
c/o Bryan D. Nicholson, Esq.
Armstrong Teasdale LLP
One Metropolitan Squire,
Suite 2600
Saint Louis, MO 63102

Old Republic Surety Company                              $60,000

Welsch Flatness & Lutz, Inc.                             $42,300

Stuart Allan & Associates                                $29,820

Rental Service Corporation                               $24,085

Budrovich Contracting Co.,                               $23,242
Inc.

Heritage Reformed                                        $18,658
Presbyterian Church

Missouri Division of          Unemployment tax           $17,018
Employment Security           2005-01

Earthworx Excavating & Bobcat                            $16,330

Black Box Network Services                               $14,419

Collector of Revenue          Real estate tax            $13,304

American Express                                         $13,027

Collins & Herman, Inc.                                   $12,760

SBC SW Bell Yellow Pages                                 $12,004


Confidential Credits                                     $11,157
Consultants Corp.

WW Grainger, Inc.                                        $11,078

Rexel United Electric                                     $9,651
Supplies, Inc.

Crescent Electric Supply                                  $8,829


AMERICAN HOMEPATIENT: 6th Circuit Affirms Bankruptcy Ruling
-----------------------------------------------------------
The United States Court of Appeals for the Sixth Circuit affirmed
the ruling by the United States Bankruptcy Court for the Middle
District of Tennessee and subsequently affirmed by the United
States District Court approving American HomePatient, Inc.'s
(OTC:AHOM) plan of reorganization that became effective July 1,
2003.  The holders of the Company's senior debt had appealed the
ruling on the approved plan, and, as previously announced, oral
argument before the United States Court of Appeals for the Sixth
Circuit was held on July 20, 2005 (Case Number 03-6500).

The approved plan allowed the Company to continue its business
operations uninterrupted, led by its current management team, and
accomplished the Company's primary goal of restructuring its long-
term debt obligations to its lenders. In addition, the approved
plan provided that the Company's shareholders retained their
equity interest in the Company and that all of the Company's
creditors and vendors were to be paid 100% of all amounts they are
owed, either immediately or over time with interest.

Pursuant to the approved plan, the Company's secured debt to the
lenders was quantified at $250 million and was evidenced by a
promissory note in that amount and was secured by various security
agreements. The Company is no longer a party to a credit
agreement.

The remainder of the amounts due to the lenders as of July 1, 2003
over and above the $250.0 million was treated as unsecured.

A full-text copy of the Sixth Circuit's 10-page Slip Opinion is
available at no charge at:

     http://www.ca6.uscourts.gov/opinions.pdf/05a0345p-06.pdf

American HomePatient, Inc., is one of the United States' largest
home health care providers with 274 centers in 35 states.  Its
product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home.  American HomePatient,
Inc.'s common stock is currently traded in the over-the-counter
market or, on application by broker-dealers, in the NASD's
Electronic Bulletin Board under the symbol AHOM or AHOM.OB.

American HomePatient and its debtor-affiliates filed for chapter
11 protection on August 5, 2002 (Bankr. M.D. Tenn. Case No.
02-08915).  Glenn B. Rose, Esq., at Harwell Howard Hyne Gabbert &
Manner, PC, represents the Debtors.  Houlihan Lokey Howard & Zukin
Capital served as the Company's Financial Advisors.

As previously reported in the Troubled Company Reporter, American
HomePatient sought and obtained confirmation of a chapter 11 plan
in May 2003 that forced a restructuring its long term debt
obligations to its secured lenders, promised to full payment to
unsecured creditors with interest, and left shareholders
unimpaired.  The plan took effect in July 2003.

At Mar. 31, 2005, American HomePatient, Inc.'s balance sheet
showed a $19,330,000 stockholders' deficit, compared to a
$20,729,000 deficit at Dec. 31, 2004.


ANCHOR GLASS: Arranges $15 Million DIP Secured Term Facility
------------------------------------------------------------
Anchor Glass Container Corporation (Nasdaq:AGCCQ) arranged a
$15 million debtor-in-possession secured term financing facility
effective Aug. 10, 2005.  The facility is provided by a group of
financial institutions that are members of an ad hoc committee
consisting of holders of a majority in principal amount of the
Company's $350 million 11% Senior Secured Notes due 2013.

This new facility supplements the secured revolving debtor-in-
possession facility provided by Wachovia Capital Finance, for
itself and as agent for other lenders, in the maximum amount of
$115 million, subject to availability.  Members of the same ad hoc
committee have expressed a willingness, subject to negotiation of
documentation and completion of due diligence, to provide a
$125 million term facility.  Part of the loan will be used to
repay the existing pre- and post-petition credit facilities, with
the balance to be used for working capital.

"This additional credit facility provides us with additional
liquidity and flexibility to operate our business while we work
through the reorganization of the Company," said Mark Burgess,
Chief Executive Officer.

Proceeds of the Facility will be used to pay the Debtor's post-
petition operating expenses.  The Facility matures upon the
earlier of 45 days from the closing date or the date on which an
event of default occurs.

The Facility provides for, among other things:

   -- cash interest payable on the maturity date of LIBOR plus 700
      bps per annum;

   -- cash interest payable during the continuance of an event of
      default of an additional 200 bps per annum;

   -- a commitment fee equal to 100 bps payable upon entry of the
      interim financing order;

   -- an allowed super-priority administrative expense claim for
      all amounts owing under the Facility, subject to the carve-
      out as defined in the Facility;

   -- a first priority perfected priming security interest in, and
      lien on, all of the assets (tangible, intangible, real
      personal or mixed) of the Registrant, whether now owned or
      hereafter acquired, which currently secure the Senior
      Secured Notes; and

   -- events of default that include, among others:

       * the filing of a plan or motion seeking approval of a sale
         of substantial assets on terms not acceptable to Note
         Purchasers;

       * the conversion or dismissal of the Debtor's Chapter 11
         case;

       * the appointment of a trustee or examiner with expanded
         powers;

       * the granting of relief from the automatic stay as to the
         Debtor's assets in excess of $1 million;

       * the cessation of liens or super-priority claims granted
         with respect to the Facility;

       * the reversal, vacation or stay of the effectiveness of
         the financing orders;

       * the granting of any prior lien or administrative claim;
         and

       * the failure of the Debtor to retain a chief restructuring
         officer.

A full-text copy of the Debtor's $15 million DIP Note Term Sheet
is available at no charge at http://ResearchArchives.com/t/s?d9

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.


ARCAP 2005: Fitch Places Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
ARCap 2005-RR5 Resecuritization, Inc., commercial mortgage-backed
securities pass-through certificates are rated by Fitch Ratings:

     -- $26,100,000 class A-1 'AAA';
     -- $26,100,000 class A-2 'AAA';
     -- $26,150,000 class A-3 'AAA';
     -- $21,938,000 class B 'AA';
     -- $21,938,000 class C 'A';
     -- $3,134,000 class D 'A-';
     -- $12,536,000 class E 'BBB+';
     -- $9,402,000 class F 'BBB';
     -- $9,402,000 class G 'BBB-';
     -- $15,670,000 class H 'BB+';
     -- $6,268,000 class J 'BB';
     -- $9,402,000 class K 'BB-';
     -- $9,402,000 class L 'B+';
     -- $9,402,000 class M 'B';
     -- $9,402,000 class N 'B-';
     -- $97,155,127 class O 'NR';
     -- $78,350,000 class X* 'NR'.

     * Notional Amount and Interest-Only

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are all
or a portion of 26 classes of fixed-rate commercial mortgage and
re-REMIC-backed securities having an aggregate principal balance
of approximately $313,401,127, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'ARCap 2005-RR5 Resecuritization, Inc., Series
2005-RR5' dated August 1, 2005, available on the Fitch Ratings web
site at http://www.fitchratings.com/


ASARCO LLC: Gets Court Nod to Employ Jordan Hyden as Local Counsel
------------------------------------------------------------------
ASARCO LLC seeks the Court's authority to employ Jordan, Hyden,
Womble & Culbreth, P.C., as bankruptcy co-counsel.

In the operation and management of the assets of the Debtor, and
in connection with continuing duties and responsibilities of the
Debtor, numerous legal questions and matters will arise, which
require the services and advice of attorneys.  The Debtor has
selected Jordan Hyden to serve as its co-counsel because the
firm's members have had much experience in matters of this
character and are well qualified to represent the Debtor.

Jordan Hyden's services will include:

   (a) assist the Debtor and Baker Botts in the counseling and
       professional advice regarding continued operation of its
       businesses and management of its property and duties and
       responsibilities as Debtor;

   (b) assist in preparing the schedules and statements
       required pursuant to the Bankruptcy Code;

   (c) assist in preparing on the Debtor's behalf all
       necessary applications, notices, answers, adversaries,
       orders, reports and other legal papers regarding the
       Debtor's obligations and operations under Chapter 11;

   (d) assist the Debtor and Baker Botts in the negotiation of a
       Plan satisfactory to parties-in-interest, and to prepare a
       Disclosure Statement which will be submitted to
       parties-in-interest; and

   (e) assist the Debtor and Baker Botts in performing all other
       legal services as may be necessary and appropriate to
       advise, instruct, assist or otherwise perform in the
       debtor's chapter 11 case.

Karen C. Paul, Senior Associate General Counsel at ASARCO,
informs the Court that Jordan Hyden was retained by two of the
Debtor's subsidiaries, Capco Pipe Company, Inc. in Alabama, and
Lake Asbestos of Quebec, Ltd., in June 2004, for the purpose of
filing chapter 11 bankruptcy proceedings for Capco and LAQ.  The
firm received a $75,000 retainer from the Debtor on behalf of
Capco and LAQ.  Jordan Hyden provided legal services to Capco and
LAQ, and sent them monthly bills, which were paid on a regular
basis by the Debtor.

In April 2005, immediately prior to filing their bankruptcy
cases, Jordan Hyden was also retained by three other subsidiaries
of ASARCO -- Cement Asbestos Products Company, Lake Asbestos of
Quebec, Ltd., and LAQ Canada, Ltd.  The firm filed the Chapter 11
cases for the five ASARCO subsidiaries on April 11, 2005.

In the Subsidiary Debtors' cases, the bankruptcy court entered an
Interim Compensation Order, and then subsequently approved both a
Stipulation and an Escrow Agreement regarding the payment of
attorneys fees, among ASARCO and the five Subsidiary Debtors.

Jordan Hyden has been paid current in accordance with the Court-
approved compensation arrangements in the Subsidiary Debtors'
cases.  The firm currently holds in its trust account a $75,000
retainer plus the 20% holdback portion of its prior bills that
have been paid, as required under the Interim Order.

Jordan Hyden expects those compensation arrangements will
continue on substantially the same terms.

The firm has not previously represented ASARCO other than during
the few days before the Debtor's Petition Date to prepare the
Chapter 11 filing.

The Debtor proposes to compensate Jordan Hyden in accordance with
the firm's standard hourly rates:

             Attorney                        Hourly Rates
             ------------                    ------------
             Shelby A. Jordan                    $375
             Harlin C. Womble, Jr.               $350
             Nathaniel Peter Holzer              $300
             Michael Urbis                       $250
             James Evans                         $165

             Legal Assistants                Hourly Rate
             ------------                    -----------
             Barbara Smith                       $125
             Grace Duplessis, C.L.A.             $125
             Shaun Claybourn                      $95
             Brandi Barrier                       $70

ASARCO has filed a complaint against the five Subsidiary Debtors
and the Future Claims Representative appointed in the Subsidiary
Debtors' cases seeking a declaratory judgment that ASARCO is not
liable to the Subsidiary Debtors, their bankruptcy estates, or
any of their present or future creditors for any liabilities,
asbestos-related or otherwise, under various alter ego theories.
As such, ASARCO and the Subsidiary Debtors are adverse with
respect to the Complaint.

The Subsidiary Debtors have not filed any responsive pleadings to
the Complaint or taken any formal position with respect to the
allegations in the Complaint.  Jordan Hyden has not engaged in
any substantive work on behalf of the Subsidiary Debtors with
respect to the Complaint, other than to review it, to accept
service of the summons on behalf of the five Subsidiary Debtors,
and to accept an extension until September 13, 2005, of the
deadline for the Subsidiary Debtors to file a responsive pleading
to the Complaint.

The current and future creditors of the Subsidiary Debtors are
the parties who will benefit from any recovery on the Alter Ego
Claims.  Hence, the Subsidiary Debtors have determined to seek
court approval to permit their interests and the interests of
their estates to be represented by the Official Committee of
Unsecured Creditors, the Future Claims Representative, and their
counsel, and not by the Debtors or Jordan Hyden.

Nathaniel Peter Holzer, Esq., assures the Court that his firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).
The firm has no connection with the creditors or other parties to
ASARCO's case, or their attorneys, which is adverse to the
Debtor's interests.

                          *     *     *

The Court approves ASARCO's application to employ Jordan Hyden 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)


ATA AIRLINES: Wants to Walk Away from Pilots' Union Agreement
-------------------------------------------------------------
Pursuant to Section 1113(c) of the Bankruptcy Code, ATA Airlines,
Inc., seeks the U.S. Bankruptcy Court for the Southern District of
Indiana's authority to reject its collective bargaining agreement
with the Air Line Pilots Association, International, representing
833 ATA cockpit crewmembers, including pilots and flight
engineers.

Melissa M. Hinds, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that beginning August 8, 2005, ATA submitted a
business plan to the investment community to begin a process to
secure an investment of up to $100 million of new capital needed
for its reorganization.  Without a new investment, ATA cannot
emerge from Chapter 11.

The Business Plan projects a return to profitability only if ATA
achieves a level of labor costs consistent with the long-term
relief that ATA has proposed, along with the successful
implementation of a number of other initiatives.

The Business Plan is based upon, among other things, the
$37.6 million per year reduction in crewmember labor costs in
2006 and the ongoing savings generated by an August 5, 2005
Proposal presented by ATA to ALPA under Section 1113(b)(1) of the
Bankruptcy Code.

The provisions of the 1113 Proposal include:

(A) Duration.

    ATA proposes a five-year agreement -- one year shorter than
    ALPA agreed to in the recent US Airways and United
    bankruptcies.  To attract a suitable investor, a new
    crewmember agreement must have a duration long enough to
    allow time for a full recovery of ATA's financial strength.

(B) Compensation

    (1) Pay Rates

        ATA has proposed a 20% reduction in base hourly pay rates
        from the July 2003 rates -- the same level of pay that
        ALPA agreed to in Letter of Agreement No. 36.  This
        change alone initially would save $24 million per year.

        So that crewmembers may participate in the eventual
        modest recovery that ATA projects under its Business
        Plan, ATA also has proposed pay increases of 1.5% to take
        effect on each July 1 from 2007 though 2010.

        Without relief on pay rates, on October 1, 2005, the
        crewmembers would receive more than a 40% increase over
        the pay rates that they are now receiving.

    (2) Profit Sharing

        Recognizing the sacrifices being asked of crewmembers and
        of all employees, ATA has proposed to the crewmembers two
        programs, which would provide the opportunity to share in
        the profits of a reorganized ATA.

        The crewmember bonus program would pay a lump sum cash
        bonus payment to each crewmember that is a percentage of
        the crewmember's base pay actually paid during a calendar
        year, provided that ATA achieves certain minimum annual
        pre-tax income levels.

        ATA also proposes to allow crewmembers and other
        employees to participate in the Company's recovery
        through a profit sharing program.  ATA proposes to delete
        the Profit Sharing Program set forth in Letter of
        Agreement No. 31 in favor of the Company-wide program.

        Thus, if ATA's financial projections turn out to have
        been too conservative, it is more than willing to share
        the profits that result with its employees, with the
        crewmembers sharing profits in greater amounts than other
        employees.

    (3) Per Diem

        ATA proposes to retain the levels set forth in Letter of
        Agreement No. 27 that were effective on July 1, 2004 --
        $1.50 Domestic, $2.40 International, $2.70 Pacific Rim --
        and to increase the Domestic rate by 10 cents on July 1,
        2006, and July 1, 2007.  The Company has also proposed to
        eliminate Per Diem for turnaround trips.

    (4) Adjustments to Premium Pay

        ATA proposes to modify or eliminate a number of
        contractual provisions that provide crewmembers with
        premium pay in certain circumstances.  ATA plans to:

        -- eliminate the International Trip Supplement Pay,
           established under the ALPA CBA that provides that a
           crewmember who flies an international trip that
           operates for more than seven consecutive days receives
           two extra hours of pay for each day of the trip that
           operates beyond the seventh day;

        -- clarify that the provision that the premium applying
           to Check Airmen is paid only in months in which a
           crewmember actually performs duties as a Check Airman
           or Instructor -- not when he/she simply flies the
           line; and

        -- eliminate "encroachment pay," which provides
           additional pay to crewmembers when irregular
           operations cause them to fly below their minimum
           scheduled days off.

(C) Benefits

    (1) CMPP

        ATA would accomplish the second largest savings by
        suspending Company contributions to the Crewmember Money
        Purchase Plan.  ATA proposes to suspend its pension
        contributions altogether.

    (2) 401(k)

        Crewmembers have a 401(k) Plan, a defined contribution
        retirement plan whereby the Company matches 60% of a
        crewmember's contribution up to 6% -- a maximum ATA
        contribution of 3.6% of pay.

        ATA does not propose to reduce the amount of the Company
        match, but merely to make the match procedures -- how and
        when ATA makes the payments -- identical to those in
        effect for all non-contract ATA employees.

        Moreover, while ATA has suspended matching payment to
        non-contract employees, the Company proposes to continue
        its matching contributions for participating crewmembers.

    (3) Welfare Benefits

        Crewmembers receive health benefits under the FOCUS plan
        -- where ATA pays 100% of the premiums.  Management and
        non-contract employees are covered by the COMPASS plan,
        wherein premiums are partly employee-paid.

        ATA's goal is to have all employees company-wide covered
        by the COMPASS plan, which would result in significant
        savings.  ATA, therefore, proposes to amend the ALPA CBA
        as necessary to provide that crewmembers shift to COMPASS
        benefits options.

    (4) Moving Expenses

        ATA proposes to suspend eligibility for moving expenses
        until January 1, 2007.  As the Company continues to
        rationalize its flight operations, it must have the
        flexibility of determining the number of crewmembers to
        be assigned to what crewmember domicile without the added
        expense of providing moving expenses.

    (5) Vacation

        ATA proposes to change the vacation entitlement, which
        results in significant headcount savings.

(D) Work Rules

    ATA could save money by limiting the amount of Open Time that
    is available for general bidding among ATA line crewmembers.

    For example, ATA has under-utilized Reserve crewmembers, who
    are guaranteed pay for a certain number of hours each month,
    but who generally fly less than the hours covered by their
    monthly minimum pay guarantee.

    ATA proposes to permit the Company to control the assignment
    of Open Time, to shift the flying to Reserve crewmembers, or
    to use Open Time for training or reassignment.

    Agreement Nos. 36 and 38 allowed ATA control of the
    allocation of daily open time assignments; ATA merely seeks
    to retain this flexibility.

(E) 100-110 Seat Aircraft Acquisition Snapback

    At the execution of the package of Agreement Nos. 27 - 31 in
    June 30, 2004, ATA planned to acquire a new aircraft type
    with 100-110 seats.  ATA's adverse circumstances and its
    Chapter 11 filing made it impossible to satisfy the
    commitment within this time frame, and the equipment type no
    longer matches the business plan.  Therefore, ATA proposes
    that the snapback provision be deleted wherever it appears.

A full text copy of the 1113 Proposal is available for free at:

          http://bankrupt.com/misc/2711_%20ex42_PROP.pdf

              ATA has Pursued Negotiations with ALPA

Section 1113(c) provides that the Court must approve rejection of
the ALPA CBA if it determines that:

   (1) ATA has submitted proposals to ALPA;

   (2) ALPA has rejected ATA's proposals without good cause; and

   (3) "the balance of the equities clearly favors rejection of
       such agreement."

Ms. Hinds recounts that ALPA has only been willing to agree to a
series of interim concessionary agreements that do not provide the
level of relief necessary to attract the needed capital
investment.

Upon the expiration of the current interim agreement -- Letter of
Agreement No. 36 -- the concessions granted to ATA will "snap
back," immediately increasing ATA's crewmember costs by
approximately $4 million per month.  The increase will not only
inhibit attracting needed investment, it would likely push this
estate into liquidation.

Richard W. Meyer, ATA's senior vice president for employee
relations, relates that ATA has devoted many months to educating
ALPA on ATA's financial and competitive position and need for
labor cost reductions.  Most recently, under Agreement No. 38, the
parties agreed to bargain over ATA's proposals for long-term
relief starting no later than July 7, 2005, and ending no later
than August 10, 2005.

Consistent with prior bargaining, ATA opened its books to ALPA.
ATA responded to seriatim requests by ALPA for information
regarding the Company's bargaining proposals.  ATA conducted a
"road show" during which senior executives discussed the
Company's financial circumstances and business plan in open forums
with crewmembers during eight meetings in four cities; most if not
all of the ATA Master Executive Council attended at least one of
those presentations.  ALPA, as a member of the Official Committee
of Unsecured Creditors, has also been privy to confidential
information provided to the Committee.

When ALPA's negotiating committee requested a special business
plan presentation, senior company executives again provided a
briefing to ALPA.

Attempting to come to a lasting solution, ATA and ALPA renewed
bargaining pursuant to Letter No. 38 on June 27, 2005, and ATA
renewed its proposal for long-term relief originally provided to
ALPA on May 17, 2005.

After five weeks of bargaining, ALPA and ATA were not, however,
able to reach agreement on ATA's proposals for long-term relief,
leaving no alternative but to pursue the resolution under Section
1113(c).  On August 5, 2005, ATA gave ALPA a copy of the 1113
Proposal, wherein it reduced its proposals to those that are
essential to its reorganization.

                    Relief from CBA Necessary

Ms. Hinds explains that the 1113 Proposal rests upon business
plans and financial projections that assure that all creditors,
the Debtor, and all of the affected parties are treated fairly and
equitably.  ATA's business plan rests upon reduced labor costs
across the entire workforce, not just ALPA.  ATA is also
implementing initiatives that reduce maintenance expenditures and
consolidate office space; it is continually assessing costs
related to vendor spending and administrative headcount to reduce
unnecessary expense whenever it can.

Notwithstanding the failed efforts to reach agreement on long term
relief, ATA has offered to meet with ALPA with respect to the 1113
Proposal, as and when requested to do so by ALPA, and to confer in
good faith to reach mutually satisfactory modifications to the
ALPA CBA.  There is no dispute, however, that ALPA thus far has
expressed no willingness to agree to the necessary level of
permanent savings, Ms. Hinds points out.

Ms. Hinds asserts that the pay and benefits provided under ATA's
proposals are equitable.  In considering the cost-spreading
abilities of the parties, Ms. Hinds tells the Court it is
important to bear in mind that, even if ATA implements the 1113
Proposal, the ATA crewmembers will still have pay and benefits
that are better than most other workers in the United States, and,
considering ATA's financial health, fair and equitable in
comparison to pilots at other comparable airlines.

According to Ms. Hinds, in the absence of rejection, all ATA
employees are likely to lose their jobs.  Since the other major
carriers also have recently laid off employees, few ATA employees
who lost their jobs would be able to find other jobs in the
airline industry.  And, because ATA has a senior workforce, even
if some of those employees did find airline jobs, they would take
a substantial pay cut, because they would find themselves at the
bottom of the seniority list at their new employers and at the
lowest pay steps.

            Pilot Union Leader Blasts ATA 1113 Filing

Capt. Jim Anderson, Chairman of the ATA Airlines unit of the Air
Line Pilots Association, International, issues a statement in
response to ATA's filing of an 1113(c) motion in U.S. Bankruptcy
Court in Indianapolis:

   "ALPA is very disappointed that ATA management has decided
   to use the 'nuclear option' by asking the bankruptcy court to
   throw out our contract and replace it with their own arbitrary
   proposal.  We are not unmindful of ATA's cash problems, and we
   were willing to continue negotiating.  But the company has
   refused to budge from its initial demands, even after we
   offered a counterproposal that would have saved ATA $18 million
   per year.  "ATA pilots and flight engineers have already
   contributed more than $66 million in concessions in the past 14
   months to help our airline survive.  This is far more than any
   other employee group at the company, and more than Southwest
   Airlines has contributed so far in exchange for a future 27
   percent share of the airline.   More than 260 crewmembers have
   lost their jobs, and another 166 have seen their pay cut by as
   much as 60 percent due to being displaced from Captain to First
   Officer positions.

   "ATA's own Chief Financial Officer has acknowledged in open
   court that ALPA has always been willing to help the Company.
   Now they are asking for another $37 million per year in cuts,
   or $44 million annually if we forgo the 2006 pay increase
   written into our contract, and they want to freeze our pensions
   and force us into a substandard health care program.  Every ATA
   flight crewmember has already given up his or her 2004 and 2005
   raises, and taken a minimum 18 percent pay cut from our 2003
   rates.

   "ATA cannot chainsaw its way to profitability by gouging the
   pilots again and again.  The company may claim its corporate
   survival is at stake, but we are fighting for the economic
   survival of our crewmembers and their families.  We believe we
   have a strong case and we will oppose the Company's 1113 motion
   in court."

The Air Line Pilots Association, International, is the world's
largest pilots union, representing 64,000 pilots at 41 airline
carriers in the United States and Canada.  Visit the ALPA Web site
at http://www.alpa.org/

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)


ATG INC: Ch. 7 Trustee Taps Gadsby Hannah as Special Local Counsel
------------------------------------------------------------------
Robert I. Hanfling, the chapter 7 Trustee overseeing the
liquidation proceedings of ATG, Inc., asks the U.S. Bankruptcy
Court for the Northern District of California for permission to
employ Gadsby Hannah LLP as his special local counsel in an action
currently pending in the U.S. District Court for the District of
Massachusetts.

Mr. Hanfling explains that he hired Gadsby Hannah as his local
counsel because his lead counsel, Jacobs Partners LLC, is not
admitted to practice in Massachusetts.

On Dec. 2, 2003, Mr. Hanfling commenced an adversary proceeding in
the Bankruptcy Court against Epstein, Becker & Green, P.C. and
certain other defendants (Adv. Pro. No. 03-804806), collectively
called the EBG Litigation.  On July 19, 2004, the U.S. District
Court for the Northern District of California granted Epstein
Becker's motion to withdraw the reference.

In November 2004, the Northern District of California District
Court withdrew the reference as to the remaining 11 defendants and
transferred the venue to the U.S. District Court for the District
of Massachusetts.  The EBG Litigation is currently proceeding
before the Massachusetts District Court.

Gadsby Hannah will:

   1) provide advice and counsel to the Trustee concerning
      practice and procedure before the Massachusetts District
      Court;

   2) file pleadings, motions and other papers required with the
      Massachusetts District Court and appear at hearings before
      that Court; and

   3) provide all other necessary legal assistance to the Trustee
      and Jacobs Partners as may be required in connection with
      the EBG Litigation.

The services rendered by Gadsby Hannah will not overlap or be
duplicative of the services rendered by Jacobs Partners.

William A. Zucker, Esq., and David Himelfarb, Esq., are the lead
attorneys representing Mr. Hanfling in the EBG Litigation.  Mr.
Zucker disclosed that his Firm does not require a retainer for
representing the chapter 7 Trustee.

Mr. Zucker charges $475 per hour for his services, while Mr.
Himelfarb charges $290 per hour. Paralegals who will perform
services to the chapter 7 Trustee will charge from $120 to $150
per hour.

Gadsby Hannah assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Hayward, California, ATG, Inc., was a radioactive
and hazardous waste management company that offered comprehensive
thermal and non-thermal treatment solutions for low-level
radioactive and low-level mixed waste generated by commercial,
institutional and government clients such as nuclear power plants,
medical facilities, research institutions and the U.S. Departments
of Defense and Energy.  The Company filed for chapter 11
protection on Dec. 3, 2001 (Bankr. N.D. Calif. Case No. 01-46389).
Aaron Paul, Esq., at Kornfield, Paul and Nyberg represents the
Debtor.  The Court converted the Debtor's chapter 11 case to a
chapter 7 liquidation proceeding on April 27, 2004.  Robert I.
Hanfling was appointed as chapter 7 Trustee for the Debtor's
estate on April 27, 2004.  Leslie L. Lane, Esq., and Mark R.
Jacobs, Esq., at Jacob Partners LLC represents the chapter 7
Trustee.


BANC OF AMERICA: Fitch Lifts Class B Cert. Rating 3 Notches to BBB
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Banc of America
Mortgage Securities, Inc., mortgage pass-through certificates:

   Banc of America Mortgage Securities, Inc. mortgage pass-
   through certificates, series 2002-L

     -- Class 1A, 2A, 3A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AA+' from 'AA';
     -- Class B-3 upgraded to 'AA-' from 'A';
     -- Class B-4 upgraded to 'A' from 'BBB';
     -- Class B-5 upgraded to 'BBB' from 'BB'.

   Banc of America Mortgage Securities, Inc. mortgage pass-through
   certificates, series 2003-A

     -- Class 1-A-1, 2-A-1 through 2-A-9, 3-A-1 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AA' from 'AA-';
     -- Class B-3 upgraded to 'A' from 'A-';
     -- Class B-4 upgraded to 'BBB' from 'BBB-';
     -- Class B-5 upgraded to 'BB' from 'BB-'.

   Banc of America Mortgage Securities, Inc. mortgage pass-through
   certificates, series 2003-4 Group 2

     -- Class 2-A-1, 2-A-2, 2-A-3, 2-A-4 affirmed at 'AAA';
     -- Class 2-B-1 affirmed at 'AA';
     -- Class 2-B-2 affirmed at 'A';
     -- Class 2-B-3 affirmed at 'BBB';
     -- Class 2-B-4 affirmed at 'BB';
     -- Class 2-B-5 affirmed at 'B'.

The affirmations, affecting $461.2 million of outstanding
certificates, reflect performance and credit enhancement levels
that are generally consistent with expectations.  The upgrades
reflect a substantial increase in CE relative to future loss
expectations and affect approximately $15.7 million of outstanding
certificates.

The mortgage loans in series 2002-L consist of 30-year adjustable-
rate mortgages (traditional and hybrid) extended to prime
borrowers.  The CE levels have substantially increased since
closing.  The current CE levels for all classes have nearly
tripled from their original CE levels.

Class B-2 currently benefits from a 2.59% subordination (0.85%);
class B-3 currently benefits from 1.68% subordination (originally
0.55%); class B-4 currently benefits from 1.07% (originally
0.35%); class B-5 currently benefits from 0.61% subordination
(originally 0.20%).

The transaction currently has a 19% pool factor (i.e., current
mortgage loans outstanding as a percentage of the initial pool)
and is 30 months seasoned.  The cumulative loss is less than one
basis point of the original collateral balance and currently, no
loans are delinquent.

The mortgage loans in series 2003-A consist of 30-year adjustable-
rate mortgages (traditional and hybrid) extended to prime
borrowers.  The CE levels have substantially increased since
closing.  The current CE levels for all classes have nearly
tripled from their original CE levels.

Class B-2 currently benefits from 2.42% subordination (0.90%);
class B-3 currently benefits from 1.48% subordination (originally
0.55%); class B-4 currently benefits from 0.94% (originally
0.35%); class B-5 currently benefits from 0.54% subordination
(originally 0.20%).

The transaction currently has a 28% pool factor and is 29 months
seasoned.  The cumulative loss is less than one basis point of the
original collateral balance.  As of the last distribution date,
approximately $3.5 million of loans were delinquent between 30 and
90 days.

The mortgage loans in series 2003-4 Group 2 consist of 15-year
fixed-rate mortgages extended to prime borrowers. The CE levels
have increased since closing.  The current CE levels grew at a
rate that was generally consistent with expectations and therefore
were affirmed at their previous ratings.  The transaction
currently has a 45% pool factor and is 25 months seasoned and has
not incurred any losses to date.

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


BROOKSTONE FINE: Case Summary & 48 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Brookstone Fine Wood Products, Inc.
             dba Custom Shutter & Blind Store
             510 Pennroyal Lane
             Alpharetta, Georgia 30004

Bankruptcy Case No.: 05-95216

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Charles Randall & Janet Smith Hamblen      05-95215
      Closet & Storage Solutions, LLC            05-95217

Chapter 11 Petition Date: August 15, 2005

Court: Northern District of Georgia

Judge: Joyce Bihary

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, Georgia 30339
                  Tel: (770) 984-2255

                        Estimated Assets    Estimated Debts
                        ----------------    ---------------
Brookstone Fine Wood    $1 Million to       $1 Million to
Products, Inc.          $10 Million         $10 Million

Charles Randall &       Less than $50,000   $500,000 to
Janet Smith Hamblen                         $1 Million

Closet & Storage        $100,000 to         $1 Million
Solutions, LLC          $500,000            $10 Million

A. Brookstone Fine Wood Products, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Merril Lynch                  Note and loan             $196,000
Attn: Phillip Engstrom, V.P.  agreement
222 North LaSalle Street
17th Floor
Chicago, IL 60601

Internal Revenue Service      Withholding                $50,000
Insolvency-Room 400-
Stop 334D
401 West Peachtree Street
Atlanta, GA 30308

Richmond Lumber Sales, Inc.   Account payable            $42,156
P.O. Box 3165
Augusta, GA 30914

Georgia Dept. of Revenue      Withholding, sales         $30,692
                              tax, education
                              homestead exempt
                              taxes

Cumberland Wood Products,                                $27,500
Inc.

Associated Hardwoods, Inc.                               $25,283

Tarica & Whitemore PC         Account payable            $12,694

Scott A. Schweber             Account payable            $10,580

The Hardwood Group, Inc.      Account payable             $8,887

Ross Gelfand                  Account payable             $7,225

Cherokee County Tax                                       $6,837

G&G Sanitation Systems        Account payable             $6,540

BellSouth Advertising         Account payable             $5,795

Croft Builders Hardware, Inc. Account payable             $4,165

Ford Credit                   Deficiency balance          $4,146
                              regarding repossessed
                              truck

Julie Kreyling, Esq.          Account payable             $3,592
for Georgia Power

Georgia Power                 Account payable             $3,592

American Express              Merchant account            $2,821

Transcom Payment Services     Account payable             $2,676

Yellow Book USA               Account payable             $2,252


B. Charles Randall & Janet Smith Hamblen's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Capital Bank                                      $806,129
3320 Holcomb Bridge Road
Suite A
Norcross, GA 30092

Merril Lynch                  Securities account        $196,000
Attn: Phillip Engstrom, V.P.  #701-15B11
222 North LaSalle Street      (forclosed on or
Chicago, IL 60601             about 2/8/05)

The CIT Group                 Personal guaranty          $27,053
File #54224                   of corporate debt
Los Angeles, CA 90074-4224

CRLI Acceptance Corp.         Personal guaranty          $12,342
                              of corporate debt

Chrysler Financial            2002 Jeep Cherokee          $9,760

Platinum Plus for Business    Credit card account         $8,603

Westfield Group               Account payable             $5,720

Ford Credit                   Personal guaranty           $4,146
                              of corporate debt

Transcom Payment Services     Personal guaranty           $2,676
                              of corporate debt

Nextel Communications         Account payable             $1,210

Chase Manhattan Auto Finance  Personal guaranty           $1,029
                              of corporate debt

Chase Platinum Visa           Credit card account           $976

Northeast Gastroenterology    Account payable               $850

CitiCorp Leasing, Inc.        Personal guaranty             $704
                              of corporate debt

Sears Charge Plus             Credit card account           $654

GE Money Bank                 Credit card account           $279

Tarica & Whitemore PC         Account payable                $64

Credit Collection Services    Account payable                $42
for Allstate Insurance Co.

BB&T Leasing Corporation      Personal guaranty          Unknown
                              of corporate debt-
                              possible deficiency
                              balance as to
                              repossessed van

Dyslexia Institutes of        Account payable            Unknown
America


C. Closet & Storage Solutions, LLC's 8 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Capital Bank                                      $806,129
3320 Holcomb Bridge Road
Suite A
Norcross, GA 30092

Tarica & Whitemore PC         Account payable             $8,067
1050 Crown Pointe Parkway
Suite 1400
Atlanta, GA 30338

Internal Revenue Service      Withholding                 $6,100
Insolvency-Room 400-
Stop 334D
401 West Peachtree Street
Atlanta, GA 30308

Platinum Plus for Business    Credit card account         $3,829

Georgia Dept. of Revenue      Withholding                   $967

Oxford Management Services    Account payable               $704
For Telecheck Services
CS 9018
Melville, NY 11747

Georgia Department of Labor   Unemployment                  $694
                              insurance tax

American Express Travel       Credit card account            $25


CATHOLIC CHURCH: Montali Appointed as Settlement Judge in Portland
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon appoints
Judge Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California as settlement judge, by agreement
of:

   * the Tort Claimants Committee,

   * the Archdiocese of Portland in Oregon,

   * the Future Claimants Representative,

   * the Committee of Catholic Parishes, Parishioners, and
     Interested Parties,

   * the Central Catholic High School Parents' Association,

   * the Central Catholic High School Alumni Association,

   * the Marist High School Parents and Alumni Service Club,

   * the Marist High School Foundation, and

   * the Friends of Regis High School.

Judge Perris denies the Archdiocese of Portland's request for
abatement of proceedings and for judicially supervised mediation
at this time without prejudice to renewing the requests at a later
date.

           Court Certifies Complaint as a Class Action

In a separate order, Judge Perris authorizes the Tort Claimants
Committee to file its First Amended Complaint.  The Tort Committee
is granted standing to assert the claims and causes of action
arising under Section 544(a)(3) of the Bankruptcy code alleged in
the First Amended Complaint.  The First Amended Complaint and the
causes of action alleged in the Complaint are certified as a class
action.

The class of defendants will consist of two subclasses:

   (1) Subclass One -- consisting of all Parishes including their
       schools and missions located in the Territory, other than
       Parishes that from time to time are specifically named as
       defendants or intervenors; and

   (2) Subclass Two -- consisting of:

          (a) each person who is, or at any time has been a Roman
              Catholic parishioner in the Territory;

          (b) each person or entity that has at any time made
              gifts, donations, tithes or other contributions of
              money or other property to or for the benefit of
              any Parish or any Disputed property in which any
              Parish claims any interest; and

          (c) each person or entity alleging interest in respect
              of Parish Property.

Subclass Two specifically does not include:

   (i) any person or entity to the extent they allege claims or
       interests in or to Disputed Property of Central Catholic
       High School, Regis High School or Marist High School;

  (ii) any person or entity that from time to time is
       specifically named as a defendant or intervenor; or

(iii) any person or entity to the extent they hold a specific
       lien of record in relation to Disputed Property.

Judge Perris says the Adversary Proceeding involves claims or
potential claims by class members that relate to the Disputed
Property.  The Adversary Proceeding does not involve claims that
could result in personal liability or affirmative recoveries from
class members.  In no event will any class member be subject to
personal liability or affirmative recoveries solely as a result of
their status as a class member.

The Court designates St. Andrews Church (Portland), as represented
by its pastor, Rev. Charles Lienert, St. Anthony Church (Tigard),
as represented by its pastor, Rev. Leslie M. Sieg, and St. Juan
Diego Church, as represented by its pastor, Rev. John Kerns, as
Class Representatives for Subclass One.  The Court designates John
Rickman, Glenn Pelikan and Johnston Mitchell as class
representatives for Subclass Two.

Judge Perris further rules that:

   (a) No Class Representative will have or incur any liability
       to any member of the Class for any action taken or omitted
       to be taken in serving a Class Representative except for
       liability for claims, losses and damages resulting from
       willful misconduct or gross negligence.  Each Class
       Representative will be entitled to rely on the advice of
       counsel with respect to the person's duties and
       responsibilities with respect to the Class or Subclass
       represented by the person.  In addition, no Class
       Representative will have or incur any liability with
       regard to expenses, legal or otherwise, arising out of or
       relating to the Class representation in the Adversary
       Proceeding.

   (b) Portland and its estate will indemnify and hold harmless
       each Class Representative from and against, and reimburse
       each Class Representative with respect to all claims,
       costs and expenses, including reasonable attorney's fees
       incurred in connection with actions taken in serving as
       Class Representative.

   (c) Neither Portland nor the estate will be liable or
       responsible for any Class Representatives' Liability that
       results from willful misconduct or gross negligence.

   (d) Portland and its estate's maximum amount of liability
       for indemnification to all Class Representatives is
       $1,000,000 in the aggregate, including attorney's fees and
       costs.

   (e) Perkins Coie LLP is appointed as class counsel for both
       Subclass One and Subclass Two.

   (f) Class members will be allowed to opt out of the class or
       subclasses or in any other respect object or provide input
       regarding the class.

   (g) The Tort Committee's filing of the First Amended
       Complaint, and the addition of Parishes as defendants or
       as a defendant subclass, are without prejudice to the Tort
       Committee's position that the Parishes are not legal
       entities separate from or independent of Portland, but
       rather are divisions of the Archdiocese.

               Tort Committee Re-asserts Request

The Tort Claimants Committee asks the Court to issue a summary
judgment:

   (1) dismissing Portland's Third Affirmative Defense -- Lack of
       Subject Matter Jurisdiction -- and any similar affirmative
       defense alleged in response to the First Amended
       Complaint;

   (2) dismissing Portland's Fifth Affirmative Defense --
       Religious Freedom -- and any similar affirmative defense
       alleged in response to the First Amended Complaint;

   (3) dismissing Central Catholic High School Alumni and Parents
       Association's Third Affirmative Defense and any similar
       affirmative defense alleged in response to the First
       Amended Complaint; and

   (4) declaring that Portland's parishes and schools have no
       legal existence separate from or independent of Portland
       and do not have the capacity to sue or be sued.

Responses to the Tort Committee's restated request for summary
judgment are due September 19, 2005.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CELLEGY PHARMACEUTICALS: June 30 Equity Deficit Narrows to $1.7MM
-----------------------------------------------------------------
Cellegy Pharmaceuticals, Inc. (Nasdaq: CLGY) reported its
financial results for the second quarter ended June 30, 2005.

Revenues for the three months ended June 30, 2005 were $7,749,000
compared to $430,000 during the same period in 2004. The
$7,319,000 increase in revenue was primarily attributable to the
settlement of Cellegy's lawsuit with PDI, Inc. (PDI) in April,
which terminated the licensing agreement between the two companies
and resulted in the recognition of the remaining $6.5 million of
deferred licensing revenue from PDI. During three months ended
June 30, 2005, revenues consisted of $6,519,000 in licensing
revenue (including $6,489,000 from PDI), $955,000 in grant revenue
received by Biosyn from various organizations and $275,000 in
Rectogesic product sales ($90,000 of which were initial sales to
our marketing partner, ProStrakan). The second quarter of last
year's consolidated results did not include Biosyn which Cellegy
acquired in October 2004. Prior year's revenues for the same
period consisted primarily of $130,000 in Rectogesic(R)
(nitroglycerin ointment) sales in Australia, $92,000 in skin care
product sales, and $208,000 in licensing revenue from PDI.

Revenues for the six months ended June 30, 2005 were $9,355,000
compared to $768,000 for the same period in 2004. These included
licensing revenues of $6,759,000 and $416,000 for the six months
ended June 30, 2005 and 2004, respectively. Revenues other than
licensing revenue from PDI of $6.5 million during the first half
of 2005 increased by $2,098,000. The increase was due in large
part to Biosyn's grant revenue of $2,168,000 and a modest increase
in Rectogesic product sales.

The Company's licensing revenue is expected to decrease
significantly during the remainder of 2005 primarily as a result
of the termination of its licensing agreement with PDI in April
2005. Cellegy may no longer derive any revenue from the licensing
of its Fortigel product, unless it is able to sell or license the
technology to a new partner. Current discussions are ongoing with
various parties concerning the sale or out-licensing of
Fortigel(TM).  Cellegy expects a modest increase in product sales
and related cost of sales during the second half of 2005 as
compared to 2004 due to the recent launch of Rectogesic product in
the United Kingdom through its European marketing partner,
ProStrakan.

Research and development expenses for the three months ended
June 30, 2005 and 2004, were $2,284,000 and $2,189,000,
respectively. Expenses for the second quarter of this year
included Biosyn expenses of $1,483,000 in connection with its
continuing development of its products. Biosyn expenses were not a
component of Cellegy's results for the comparable period of last
year. The increase attributable to Biosyn was partly offset by a
decrease of $1,204,000 in clinical testing and related
professional fees due to a reduction in clinical activities and
$297,000 in rent expense resulting largely from the termination of
Cellegy's sublease contract at the Company's previous headquarters
offices in South San Francisco in April 2005.

Research and development expenses for the six months ended June
30, 2005 were $5,061,000, an increase of $714,000 from $4,347,000
during the same period in 2004. The increase was also primarily
attributable to Biosyn's expenses of $2,691,000, partly offset by
a $1,897,000 decrease in Cellegy's professional fees and other
related costs for clinical testing relating to existing products.

Selling, general and administrative expenses for the quarter ended
June 30, 2005 were $456,000, compared to $1,022,000 for the same
period in 2004. The decrease year to year was due to recording a
$1.1 million sublease termination fee in April 2005, offset
primarily by $460,000 of expenses related to Biosyn, which was not
part of the consolidated entity in 2004.

For the six months ended June 30, 2005 and 2004, selling, general
and administrative expenses were $4,474,000 and $2,427,000,
respectively. The $2,047,000 increase included $877,000 relating
to Biosyn. The remaining increase of $1,170,000 was primarily
attributable to increases of $1,140,000 in legal fees, $414,000 in
other professional fees and $563,000 in salary expense. The
increase in legal expense was principally due to the PDI
litigation which was settled in April 2005. The increase in salary
expenses was due primarily to the payment of severance benefits
during the early part of this year, and the accrual of retention
bonuses to employees. The increase in expenses was partly offset
by the $1.1 million sublease termination fee and a decrease of
$251,000 in rent expense, both resulting from the termination of
Cellegy's sublease contract at the Company's previous
headquarters.

Net income for the quarter ended June 30, 2005 was $4,835,000 or
$0.17 per basic common share based on 28,135,000 weighted average
common shares outstanding. Diluted net income after adding back
interest charges of $74,000 relating to the PDI convertible note
for the same period was $4,909,000 or $0.16 per diluted common
share based on 30,103,000 shares. Diluted shares include the
weighted average common shares outstanding during the second
quarter of 2005 plus outstanding stock options that are in the
money as of June 30, 2005 and the equivalent number of common
shares relating to the $3.5 million convertible note issued to
PDI. Cellegy had a net loss of $2,708,000 or $(0.13) per basic and
diluted common share during the same three-month period in 2004.
The net income during the second quarter of 2005 resulted
primarily from the recognition of the remaining $6.5 million of
the $15.0 million upfront payment received from PDI in December
2002. This helped reduced Cellegy's cumulative net loss for the
first half of 2005 to $251,000 or $(0.01) per common share
compared to a net loss of $(0.29) per common share during the same
period last year.

The Company had cash and cash equivalents of $4.1 million at June
30, 2005 compared to $8.7 million at December 31, 2004 and $5.6
million (including $2.2 million in short-term investments) at June
30, 2004. Cash used in operations during the first six months of
2005 was $10.4 million as compared to $6.0 million during the same
period in the prior year. The $4.4 million increase in the use of
cash in operations in 2005 was due primarily to the settlement of
PDI's lawsuit and its associated legal costs, officer severance
expenses and the inclusion of Biosyn in Cellegy's 2005
consolidated results, partly offset by approximately $1.1 million
sublease termination fee received in April 2005. The settlement
with PDI included a $2.0 million cash payment and the issuance of
two non-interest bearing long-term notes with an aggregate face
value of $6.5 million which Cellegy recorded at their net present
value of approximately $4.7 million at June 30, 2005. The use of
cash for the first six months of 2005 was partially offset by
approximately $5.7 million in net proceeds provided by financing
activities from the May 2005 issuance of common stock and
warrants. The Company feels that its cash balances are sufficient
to meets its capital and operating requirements into the first
quarter of 2006.

                     Going Concern Doubt

Due to its cash position and negative operating cash flows,
Cellegy received a going concern qualification in the report of
its independent registered public accounting firm included in the
Annual Report on Form 10-K for the year ended December 31, 2004.
The Company's plans, with regard to its cash position, include
raising additional required funds through one or more of the
following options, among others: making further Kingsbridge SSO
draw downs, seeking partnerships with other pharmaceutical
companies to co-develop and fund research and development efforts,
pursuing additional out-licensing arrangements with third parties,
re-licensing and monetizing future milestone and royalty payments
expected from existing licensees and seeking equity or debt
financing. However, there is no assurance that any of these
options will be implemented on a timely basis or that the Company
will be able to obtain additional financing on acceptable terms.
In addition to these options, Cellegy will continue to implement
further cost reduction programs and reduce discretionary spending,
if necessary, to meet its obligations.

In April 2005, the Company submitted a written response to the FDA
containing new analyses of data from its Cellegesic Phase 3
trials. The FDA, which had previously issued a Not Approvable
Letter for Cellegesic in December 2004, had initially indicated a
target response date of June 15 concerning the results of its
analysis of the data. As of the date of this press release, the
Company has not received the FDA's response; however, the FDA has
indicated that it is currently reviewing the submission and will
advise the Company of its findings once its review is completed.
There are no assurances as to when the FDA will respond.

                        Nasdaq Delisting

Cellegy previously disclosed in a Report on Form 8-K on July 11,
2005, that the Company received a letter from The Nasdaq Stock
Market indicating that for ten consecutive trading days prior to
the date of the Letter, the market value of the common stock had
been below $50 million as required for continued inclusion on the
Nasdaq National Market by Marketplace Rule 4450(b)(1)(A), and that
Cellegy had until August 8, 2005 to regain compliance. The Letter
indicated that if, at any time before August 8, 2005, the
aggregate market value of Cellegy's common stock remained at $50
million or more for a minimum of ten consecutive business days,
the Nasdaq staff would determine if Cellegy is in compliance with
Marketplace Rule 4450(b)(1)(A).

The Company received a second letter from The Nasdaq Stock Market
dated August 9, 2005 indicating that for ten consecutive trading
days prior to August 8, 2005, the market value of the common stock
had failed to remain at or above $50 million as required for
continued inclusion on the Nasdaq National Market by Marketplace
Rule 4450(b)(1)(A).

Cellegy intends to appeal the determination to a Nasdaq Stock
Market Listing Qualifications Panel or to transfer listing to the
Nasdaq SmallCap Market. The common stock will remain listed on the
Nasdaq National Market during the pendency of its appeal. Cellegy
cannot estimate with certainty how long this process will take or
its eventual outcome.

"We are very pleased with the progress the Company has made this
quarter," according to Richard C. Williams, Cellegy's Chairman and
Interim CEO. These accomplishments include the following:

   -- Settlement of the lawsuit with PDI in April
   -- Completion of a $6 million "PIPE" financing in May
   -- Successful launch of Rectogesic in the UK in May
   -- Announcement of the relocation of the Company's headquarters
to Pennsylvania by the end of the third quarter

"The May launch of Rectogesic in the UK has been very successful.
Our marketing partner, ProStrakan, has reported that end sales
have averaged 50% above plan since the launch of the product.  We
are diligently working on expanding our presence in Europe,"
reports Mr. Williams.

Cellegy Pharmaceuticals is a specialty biopharmaceutical company
that develops and commercializes prescription drugs for the
treatment of women's health care conditions, including reduction
in the transmission of HIV and sexual dysfunction, as well as,
gastrointestinal disorders. In October 2004, Cellegy acquired
Biosyn, Inc., a privately held biopharmaceutical company in
Huntingdon Valley, Pennsylvania. The addition of Biosyn, a leader
in the development of novel microbicide gel products for
contraception and the reduction in transmission of HIV in women,
expands Cellegy's near term product pipeline and complements
Cellegy's women's health care focus. Cellegy believes that
Savvy(R) (C31G vaginal gel), currently undergoing Phase 3 clinical
studies in the United States and Africa, is one of the most
clinically advanced products in development for the reduction in
transmission of HIV.

Cellegesic(TM) (nitroglycerin ointment), branded Rectogesic
outside the United States, is approved in the United Kingdom for
the treatment of pain associated with chronic anal fissures. A
similar formulation of Rectogesic is currently being sold in
Australia, New Zealand, Singapore and South Korea.  Fortigel,
branded Tostrex outside the United States, for the treatment of
male hypogonadism, was approved by the Medical Products Agency
(MPA) in Sweden in December 2004. ProStrakan will also distribute
Tostrex in Sweden and the European Union. Approvals of Rectogesic
and Tostrex by the other member states of the European Union will
be pursued by Cellegy and ProStrakan through the Mutual
Recognition Procedure.

At June 30, 2005, Cellegy Pharmaceuticals' balance sheet showed a
$1,734,000 stockholders' deficit, compared to a $6,743,000 deficit
at Dec. 31, 2004.


CENVEO INC: S&P Revises Corporate Credit Rating Watch to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on ratings on Cenveo Inc., including its 'B+' corporate credit
rating, to negative implications from developing following the
company's announcement it had concluded its review of strategic
alternatives.

The ratings were originally placed on CreditWatch on April 18,
2005, following the company's announcement it was exploring
strategic alternatives, which could have included a sale of the
company.  The Englewood, Colorado-based commercial printer had
more than $850 million in lease-adjusted debt outstanding as of
June 2005.

"Cenveo's announcement removes potential upside pressure on
ratings stemming from an acquisition by a higher-rated entity,"
said Standard & Poor's credit analyst Emile Courtney.

However, downside pressure on ratings remains following the
company's July 2005 proxy filing related to change of control
provisions in creditor agreements.  Cenveo stated that the
election of a new board of directors at the special meeting of
stockholders, scheduled for September 2005, would trigger change
of control provisions in the company's agreements.  If bondholders
in turn exercise their put rights, the company could face the need
to refinance a meaningful portion of the capital structure
within a relatively short period of time.  In the absence of an
adequate refinancing plan, ratings could be lowered.


CLOVERLEAF TRANSPORTATION: Wants Drake Sommers as Counsel
---------------------------------------------------------
Cloverleaf Transportation, Inc., asks the Honorable Cecelia G.
Morris of the U.S. Bankruptcy Court for the Southern District of
New York for permission to employ Drake, Sommers, Loeb, Tarshis,
Catania, PLLC, as its bankruptcy counsel.

Drake Sommers is expected to:

   (a) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of any actions
       commenced against the Debtor, the negotiation of disputes
       in which the Debtor is involved, and the preparation of
       objections to claims filed against the Debtor's estate;

   (b) prepare on behalf of the Debtor, as debtor-in-possession,
       all necessary motions, applications, answers, orders,
       reports, and other papers in connection with the
       administration of the Debtor's estate;

   (c) negotiate and prepare, on behalf of the Debtor, a plan of
       reorganization and all related documents; and

   (d) perform all other necessary legal services in connection
       with the prosecution of the Debtor's chapter 11 case.

Lawrence M. Klein, Esq., a member at Drake, Sommers, Loeb,
Tarshis, Catania, PLLC, discloses that the Firm received a $35,000
retainer, and will bill at these hourly rates:

      Designation                           Hourly Rate
      -----------                           -----------
      Members & Counsel                     $275 - $325
      Associates                            $175 - $275
      Paraprofessionals                      $85 - $125

The Debtor believes that Drake, Sommers, Loeb, Tarshis, Catania,
PLLC, is disinterested as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

Headquartered in Chester, New York, Cloverleaf Transportation,
Inc. -- http://www.cloverleaftransport.com/-- 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.  The Debtor
filed for chapter 11 protection on August 16, 2005 (Bankr.
S.D.N.Y. Case No. 05-37287).  Lawrence M. Klein, Esq., at Drake,
Sommers, Loeb, Tarshis, Catania, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $1,387,574 in assets and $7,344,386
in debts.


CNA FINANCIAL: S&P Assigns BB Preferred Stock Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' senior debt
rating, 'BB+' subordinated debt rating, and 'BB' preferred stock
rating to CNA Financial Corp.'s (CNA; BBB-/Negative/--)
preliminary $1.5 billion universal shelf registration filed with
the SEC on Aug. 15.

"CNA has no immediate plans to issue securities under this shelf,
but the shelf gives the company the flexibility to issue new debt
or equity securities to meet its capital needs, including the
replacement of existing notes as they come due," noted Standard &
Poor's credit analyst John Iten.

The company has $304 million of debt maturing in 2006.

About $1.75 billion of total debt was outstanding at CNA as of
June 30, 2005, down from $2.25 billion at year-end 2004.  The
company repaid $500 million of maturing notes on April 15, 2005,
with the proceeds of a $549 million senior debt issue on Dec. 15,
2004.  Debt leverage as of June 30, 2005, was 17.8%, down from
21.0% as of Dec. 31, 2004.  Interest coverage, excluding net
realized gains/(losses), improved to 9.5x through the first six
months of 2005 from 7.0x for full-year 2004.

Based on Standard & Poor's group rating methodology, the ratings
on CNA and its affiliates are closely tied to the rating on Loews
Corp. (NYSE:LTR; A/Negative/--), which owns 91% of CNA's common
stock.

"Because the ratings on CNA are supported by Loews, and the
financial strength ratings on the core CNA insurance companies are
currently only one notch below the senior debt rating on Loews,
any downgrade of Loews would result in the same change to the
financial strength ratings on CNA's property/casualty operating
companies," Mr. Iten added.

The outlook assigned to the ratings on CNA is therefore negative,
which reflects the negative outlook on Loews.

CNA is an insurance holding company whose primary insurance
subsidiary is Continental Casualty Co., which in turn owns several
other primary property/casualty insurance companies.  CNA has
divested most of its life insurance operations and its reinsurance
business and is now focused solely on the commercial lines market.
The group is the seventh-largest U.S. commercial lines
property/casualty insurer in the U.S. based on 2004 net premiums
written.


DELTA AIR: S&P Places Ratings on Watch with Negative Implications
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Delta Air
Lines Inc. (CC/Watch Neg/--) on CreditWatch with negative
implications, reflecting a very high risk of near-term bankruptcy.
Ratings, which were lowered to current levels Sept. 16, 2004,
already reflect a high likelihood of default. Atlanta, Georgia-
based Delta has about $21 billion of lease-adjusted debt.

"The recent surge in fuel prices and Delta's disclosure that it
will have to post $750 million of cash collateral to extend its
credit card processing agreement indicate that the airline's
already slim chances of avoiding bankruptcy are dwindling
rapidly," said Standard & Poor's credit analyst Philip Baggaley.

Delta also disclosed an agreement to sell its Atlantic Southeast
Airlines Inc. (ASA) regional unit for $350 million immediately
($100 million of which will be applied to partly prepaying a
credit facility), plus $125 million later upon fulfillment of
certain conditions.  Despite this, the company expects its cash
reserves "will decline substantially during the remainder of
2005." Accordingly, and despite other efforts to raise funds, the
company acknowledges "significant uncertainty" as to whether it
will be able to "maintain adequate liquidity."

Even if Delta is able to address near-term liquidity concerns, it
needs also legislative relief from substantial upcoming pension
funding requirements.  Delta will likely have to decide whether it
can avoid bankruptcy by October 17, at the latest, after which
amendments to the federal bankruptcy code implement less favorable
terms for debtors.  Unfortunately, new pension legislation may not
be passed until November or December, leaving Delta with a
difficult decision even if it does meet the other conditions to
remain solvent.  More likely, Delta will file for Chapter 11 as
soon as it has closed the sale of ASA, concluded new credit card
processing agreements (crucial to continuing operations either
outside or inside bankruptcy), and arranged debtor-in-possession
financing.

Ratings on Delta, the third-largest airline in the U.S., reflect a
material near-term risk of bankruptcy, due to:

   * heavy losses;
   * declining cash reserves; and
   * substantial debt and pension obligations.

Delta, like other traditional, hub-and-spoke airlines ("legacy
carriers") in the U.S., has incurred heavy losses due to rapidly
increasing price competition from low-cost airlines in the U.S.
domestic market and from escalating fuel prices since the second
half of 2004.  Delta has made considerable progress reducing
operating costs within its control, but much higher fuel prices
have largely offset improvements this year, and revenue generation
continues to trail that of most peer airlines.  Delta has about
$21 billion in lease-adjusted debt, and defined benefit pension
plans are underfunded by more than $5 billion.

Unrestricted cash totaled $1.7 billion at June 30, 2005, but is
expected to decline substantially over the remainder of the year.
In addition to the cash that will be required for a credit card
processing agreement, Delta has $420 million of debt maturities
(mostly in the fourth quarter) and $135 million pension funding
requirements over the remainder of 2005 (an amount that could
be increased by high levels of early retirements by pilots).
Capital expenditures for the rest of the year are about $270
million, $160 million of which is covered by committed financing
for regional jets or will be recovered through committed sale of
an aircraft.


EASTMAN KODAK: Fitch Chips Rating on Sr. Debt One Notch to BB-
--------------------------------------------------------------
Fitch Ratings has downgraded Eastman Kodak Company's senior
unsecured debt to 'BB-' from 'BB'.  The Rating Outlook remains
Negative reflecting uncertainties regarding the structure and
collateral package of the new secured facilities, timing and
uncertainty surrounding the stability of earnings and digital
profitability, and the financial impact from restructuring costs.

Approximately $1.9 billion of debt is affected by Fitch's action.
The rating downgrade reflects a higher-than-expected amount of
secured debt and greater subordination of current senior unsecured
bondholders resulting in lower recovery prospects.  Fitch's action
follows Kodak's recent announcement that it has concluded
negotiations on an underwritten commitment for $2.7 billion of
senior secured credit facilities.

The facilities will be comprised of a $1 to $1.2 billion five-year
revolving credit facility to be used for general corporate
purposes, which will replace the existing five-year credit
facility expiring in July 2006, and the remainder will be term
loans to be used to repay existing company debt primarily from the
acquisition of Creo.

Bank documentation or terms and conditions are still unavailable
as the company expects to complete the syndication of these
facilities over the next two months.  Upon completion of the
syndication and final documentation, Fitch will assign a rating to
the secured facilities.

Kodak's liquidity and financial flexibility continues to be
pressured, with cash declining to $553 million as of June 30,
2005, compared to $1.3 billion at the end of fiscal 2004; however,
Kodak has historically experienced seasonality in its cash flow
and the company expects to generate cash in the second half of
fiscal 2005.  While completion of the aforementioned secured
facilities enhances near-term liquidity, Fitch will determine if
further negative rating actions are necessary upon clarification
of the security granted to the facilities and uses of the
proceeds.

Fitch notes that the existing senior unsecured bond indentures
state that Kodak is prohibited, except in certain specific
circumstances, such as assuming existing mortgages from an
acquired company, from issuing debt secured by any Principal
Property of Kodak, which is defined as any manufacturing plant or
facility owned by Kodak that is located within the continental
U.S. and is materially important to Kodak, without ratably
securing existing outstanding debt securities.

However, Kodak is permitted to issue secured debt without ratably
securing existing outstanding unsecured debt if the aggregate
amount of all secured debt issued does not exceed 10% of
Consolidated Net Tangible Assets.  Based on Fitch's estimates,
Consolidated Net Tangible Assets as defined totaled $8.3 billion
as of year-end 2004, implying $830 million of secured debt could
be issued without ratably securing the existing senior unsecured
debt.  However, the amount of secured debt issued by Kodak may
exceed $830 million if it is secured by the company's substantial
manufacturing facilities outside the continental U.S. or other
assets, such as inventories and accounts receivables, which
totaled $4.5 billion, as of June 30, 2005.


EMERITUS ASSISTED: Equity Deficit Narrows to $123 Mil. at June 30
-----------------------------------------------------------------
Emeritus Assisted Living (AMEX: ESC) aka Emeritus Corporation
reported its second quarter net income to common shareholders of
$9.7 million.  Included in the current quarter's net income is a
gain of $20.5 million, net of estimated taxes of $835,000, related
to the sale of 50 percent of the Company's interest in Alterra
Healthcare, a Milwaukee based assisted living company, and a
charge for impairment of a single community of $4 million;
excluding the gain and impairment charge, the Company's loss for
the quarter was $6.7 million compared to a loss of $4.6 million
for the second quarter of 2004.

Total operating revenues for the second quarter of 2005 were
$96.6 million compared to $77.7 million for the second quarter of
2004, an increase of $18.9 million, or 24.3%.  Approximately
$15.3 million of the increase resulted from the acquisition or
lease of 25 additional communities.  The company's revenue also
increased approximately $4.3 million due primarily to increases in
occupancy.  The average occupancy rate for the second quarter
increased 3.6 percentage points to 84.4% from 80.8%.  Of the 25
additional communities acquired by the Company, 22 were managed by
the company prior to acquisition and, as a result, management
revenue declined from $1.2 million to $462,000.

Community operating expenses for the three months ended
June 30, 2005, increased by $14.2 million to $62.3 million from
$48.1 million in the second quarter of 2004, or 29.4%.  The change
was primarily due to the acquisition or lease of 25 communities,
which accounted for approximately $9.8 million of the increased
expense.  The remaining increase of $4.4 million, or 9.1%, was
attributable to a number of factors.  Census-based increases to
staffing, raw food costs, utilities, and supplies accounted for
$1.7 million and increased facility maintenance costs accounted
for $600,000 of the increase.  The comparison between the two
quarters also reflects a $400,000 net favorable effect of credits
in 2004 relating to employee benefit and workers' compensation
programs, partially offset by increases in liability insurance
accruals.  The balance is comprised of general increases in
operating costs, including community management personnel, real
estate taxes, and contracted services.  On a cost per resident
basis, our operating expenses increased 1.9 percent.

General and administrative (G&A) expenses for the three months
ended June 30, 2005, increased $1.3 million to $7.8 million from
$6.5 million for the comparable period in 2004, or 20%.  Of the
increase, approximately $550,000 related to costs associated with
the conversion of Series B Preferred Stock, project costs relating
to initial compliance with internal controls requirements under
Sarbanes Oxley Act of 2002 and an adjustment in 2004 decreasing
our incentive compensation accrual.  Of the remaining increase of
$750,000, the most significant factors were staffing additions,
primarily associated with regional functions of sales and
marketing and risk prevention, as well as routine compensation
increases for all personnel.  Other factors included accounting
and other fees associated with increased corporate governance
requirements.

The increase of $21.4 million in other, net for the second quarter
of 2005, reflects the $21.3 million gain associated with the sale
of 50 percent of the Company's interest in Alterra.  The provision
for income tax increased $974,000, primarily related to the impact
on taxable income from the sale of half our interest in Alterra.

In comparing the net income for 2005 and the net loss for 2004, it
is important to consider our property-related expenses, which
include depreciation and amortization, facility lease expense, and
interest expense that are directly related to our communities, and
which include capital lease accounting treatment, finance
accounting treatment, or straight-line accounting treatment of
rent escalators for many of our leases.  These accounting
treatments all result in greater property-related expense than
actual lease payments made in the early years of the affected
leases and less property-related expense than actual lease
payments made in later years.  The difference between our
property-related expense vs. actual lease payments increased
$2.4 million for the quarter compared against quarter 2 last year.

The net income reflected in the Company's consolidated statement
of operations for the three months ended June 30, 2005, was
$9.4 million.  The Company's property-related expense for this
period was $34.3 million, of which $30.8 million was associated
with our leases due to the effects of lease accounting referred to
above.

The Company's actual capital, finance and operating lease payments
during this period were $24.6 million.  Correspondingly, the net
loss of $3.6 million for the three months ended June 30, 2004,
reflected property-related expense of $27.5 million, of which
$21.5 million was associated with our leases.

The Company's actual capital, finance, and operating lease
payments for the three months ended June 30, 2005, were
$17.7 million.  The increase in total property-related expense is
due primarily to the acquisition and lease of 25 additional
communities.

The amount by which the property-related expense associated with
our leases exceeded our actual lease payments was $6.2 million for
the three months ended June 30, 2005, compared to $3.8 million for
the three months ended June 30, 2004, an increase of $2.4 million.
This increase is primarily attributable to capital and finance
lease accounting treatment of 24 of the 25 communities.

It should be noted that, notwithstanding the effects of lease
accounting treatment, the actual lease payments required under
most of the Company's leases will continue to increase annually
and, as a result, the Company will need to increase our revenues
and our results from community operations to cover these
increases.

                    Six Months Ending June 30

For the six months ending June 30, total operating revenue
increased $48.5 million to $191.8 million, an increase of 33.8%.
Approximately $40.7 million of the increase resulted from the
acquisition or lease of 41 additional communities.  The Company's
revenue also increased approximately $9.2 million due primarily to
increases in occupancy.  The average occupancy rate for the second
quarter increased 5.0 percentage points to 84.7% from 79.7%.  Of
the 41 additional communities acquired by the Company, 30 were
managed by us prior to acquisition and, as a result, management
revenue declined from $2.8 million to $1.1 million.

Community operating expenses for the six months ended
June 30, 2005, increased by $33.1 million to $123.0 million from
$89.9 million for the first six months of 2004, or 36.9%.  The
change was primarily due to the acquisition or lease of 41
communities, which accounted for approximately $26.3 million of
the increased expense.  The remaining increase of $6.8 million, or
7.6%, was attributable to a number of factors.  Census-based
increases to staffing, raw food costs, utilities, and supplies
accounted for $3.1 million and increased facility maintenance
costs accounted for $1.0 million of the increase.

The comparison between the first six months of 2005 to the first
six months of 2004 also reflects a $400,000 net favorable effect
in 2004 of credits relating to employee benefit and workers'
compensation programs, partially offset by increases in liability
insurance accruals.  The balance is comprised of general increases
in operating costs, including community management personnel, real
estate taxes, and contracted services.  On a cost per resident
basis, our community operating expenses were flat with the prior
year period.

General and administrative (G&A) expenses for the six months
ended June 30, 2005, increased $2.4 million to $15.2 million from
$12.8 million for the comparable period in 2004, or 18.9%.  Of the
increase, approximately $700,000 related to costs associated with
the conversion of Series B Preferred Stock, compliance with
internal controls requirements under Sarbanes Oxley Act of 2002
and an adjustment in 2004 decreasing our incentive compensation
accrual.

Of the remaining increase of $1.7 million, the most significant
factor was staffing additions, primarily associated with regional
functions of sales and marketing and risk prevention, and resident
relations and accounting, as well as routine compensation
increases for all personnel.  Other factors included accounting
and other fees associated with increased corporate governance
requirements.

The increase of $22.3 million in other, net for the six months
ending June 30, 2005, reflects the $21.3 million gain associated
with the sale of 50 percent of the Company's interest in Alterra
Healthcare.  The provision for income tax increased $1.1 million,
primarily related to the impact on taxable income from the sale of
half our interest in Alterra.

In comparing the net income for 2005 and the net loss for 2004, it
is important to consider our property-related expenses, which
include depreciation and amortization, facility lease expense, and
interest expense that are directly related to our communities, and
which include capital lease accounting treatment, finance
accounting treatment, or straight-line accounting treatment of
rent escalators for many of our leases.

These accounting treatments all result in greater property-related
expense than actual lease payments made in the early years of the
affected leases and less property-related expense than actual
lease payments made in later years.  The difference between our
property-related expense vs. actual lease payments increased $6.1
million for the six months ending June 30, 2005, compared against
the same period last year

The net income reflected in the Company's consolidated statement
of operations for the six months ended June 30, 2005, was
$5.3 million.  Our property-related expense for this period was
$67.5 million, of which $60.6 million was associated with our
leases due to the effects of lease accounting.

The Company's actual capital, finance and operating lease payments
during this period were $48.5 million.  Correspondingly, the net
loss of $8.6 million for the six months ended June 30, 2004,
reflected property-related expense of $50.1 million, of which
$38.4 million was associated with our leases.

The Company's actual capital, finance, and operating lease
payments for the six months ended June 30, 2005, were $32.4
million.  The increase in total property-related expense is due
primarily to the acquisition and lease of 41 additional
communities since Dec. 31, 2003.

The amount by which the property-related expense associated with
our leases exceeded our actual lease payments was $12.1 million
for the six months ended June 30, 2005, compared to $6.0 million
for the six months ended June 30, 2004, an increase of
$6.1 million.

This increase is primarily attributable to capital and finance
lease accounting treatment of leases for 40 of the 41 communities
referred to above and the finance lease treatment of 11
communities, which were acquired in the comparable period in 2004.

It should be remembered that, notwithstanding the effects of lease
accounting treatment, the actual lease payments required under
most of our leases will continue to increase annually and, as a
result, we will need to increase our revenues and our results from
community operations to cover these increases.

Income from discontinued operations increased $1.1 million for the
six months ending June 30, 2005, primarily due to a $1.3 million
gain from the disposition of a single community in January.

                     Same Community Results

Emeritus operated 125 communities in both 2004 and 2005.  The
revenue for those communities in quarter 2, 2005 increased
$3.8 million from the prior year quarter, primarily due to
improvements in occupancy.

Average occupancy increased by 3.7 percentage points from 79.5% in
the second quarter of 2004, to 83.2% in the second quarter of
2005.  Community operating expenses increased $3.7 million
primarily from increased costs related to direct care labor,
maintenance of facilities, marketing, as well as related employee
benefits.

Property-related expenses (depreciation and amortization, facility
lease expense, and interest expense, net) increased $254,000,
which reflects primarily the effect of rent escalators in
operating leases, which are in part performance based, the impact
of changing one community from an operating lease to a capital
lease at a higher financing rate, increasing depreciation and
amortization, and a reduction in interest resulting from partial
repayment of debt in August 2004, and a lower interest rate on
that debt commencing in March 2005.  Operating income after
interest expense decreased $61,000 from the second quarter of
2004.

Emeritus Assisted Living -- http://www.emeritus.com/-- is a
national provider of assisted living and related services to
seniors.  Emeritus is one of the largest developers and operators
of freestanding assisted living communities throughout the United
States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently holds interests in 182
communities representing capacity for approximately 18,400
residents in 34 states.  Emeritus's common stock is traded on the
American Stock Exchange under the symbol ESC.

As of June 30, 2005, Emeritus Assisted's equity deficit narrowed
to $122,990,000 from a $128,319,000 deficit at Dec. 31, 2004.


ENRON CORP: Inks Pact Resolving Brooklyn Union Gas Claims
---------------------------------------------------------
The Brooklyn Union Gas Company, dba KeySpan Energy Delivery New
York, filed multiple proofs of claim in Enron Corporation and its
debtor-affiliates' Chapter 11 cases:

  (a) Claim No. 14308, filed against Enron for $9,551,836 plus
      contractual interest to the Petition Date, is based on a
      Guaranty Agreement, dated as of February 6, 1998, pursuant
      to which Enron guaranteed ENA's performance under these
      agreements:

        -- Amended and Restated Gas Supply Asset Assignment and
           Agency Agreement dated as of February 6, 1998, as
           amended, and

        -- Amended and Restated Gas Purchase Agreement dated as
           of Feb. 6, 1998, as amended;

  (b) Claim No. 14310 asserts a claim against ENA for $9,551,836
      plus contractual interest to the Petition Date based on
      amounts allegedly owed under the Outsourcing Agreements;

  (c) Claim No. 14309 asserts a claim against ENA for $2,926,220
      plus contractual interest accrued to the Petition Date based
      on an alleged gas imbalance created during the period of
      May 1987 to July 1991 from the sale and delivery of natural
      gas to Brooklyn Gas under a Gas Sales Agreement dated as of
      December 1, 1988, as amended;

  (d) Claim No. 14326 asserts a claim against Enron for $2,926,220
      plus contractual interest to the Petition Date based on a
      Guaranty Agreement dated as of January 14, 1987, pursuant to
      which Enron guaranteed ENA's performance under the 1988 Gas
      Sales Agreement.

  (e) Claim No. 14327 asserts a claim against ENA for $74,020 plus
      contractual interest accrued to the Petition Date based on
      the alleged sale and delivery of natural gas to ENA during
      the month of November 2001.

The Reorganized Debtors objected to the Brooklyn Gas Claims.

Transcontinental Gas Pipe Line Corporation Transco filed Claim
No. 13089 against ENA for $4,296,896 for alleged historical gas
imbalances owed by ENA to Transco arising, among other things,
under contracts between ENA and Brooklyn Gas.  The Imbalances
were included, as amounts owed to Brooklyn Gas in Claim Nos.
14309 and 14326.

The Reorganized Debtors dispute the Transco Claim.

To resolve the Claims, the parties agree that:

  (1) Claim No. 14308 will be allowed as a Class 4 General
      Unsecured Claim against Enron for $3,164,206 with all
      deductions and setoffs deemed to have been taken or made;

  (2) Claim No. 14310 will be allowed as a Class 5 General
      Unsecured Claim against ENA for $3,164,206 with all
      deductions and setoffs deemed to have been taken or made;

  (3) Claim No. 14309 will be allowed as a Class 5 General
      Unsecured Claim against ENA for $2,926,220 with all
      deductions and setoffs deemed to have been taken or made;
      and

  (4) Claim No. 14326 will be allowed as a Class 4 General
      Unsecured Claim for $2,926,220 with all deductions and
      setoffs deemed to have been taken or made.

  (5) Claim No. 14327 will be disallowed and expunged in its
      entirety.

All Scheduled Liabilities related to Brooklyn Gas are disallowed
in their entirety in favor of the Allowed Claims.

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.
154; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON: EEMC Demands Summary Judgment on CCLC's Claims
-----------------------------------------------------
Enron Energy Marketing Corp., as successor-in-interest to PG&E
Energy Services Corporation, objects to the proofs of claim filed
by members of the Community College League of California and the
proof of claim filed by the Community College League of
California.

CCLC is a non-profit public benefit corporation located in
Sacramento, California.

A full-text copy of the list of Claimants and their locations is
available for free at http://bankrupt.com/misc/colleges.pdf

Each Claimant and Obligor was a party to a Member Power Supply
Agreement between each CCLC Entity and EEMC dated on or about
April and May 1998, as amended from time to time.  The material
provisions of each Power Agreement are substantially the same.

EEMC, among other things, agreed to provide for each CCLC Entity
to receive power during a term expiring five years from the
beginning of service by EEMC.  The parties later fixed the end of
the Delivery Term at March 31, 2003.  Subsequently, the parties
extended the term of each Power Agreement through July 15, 2003.

The rate EEMC was to charge, and each CCLC Entity was to pay,
under each Power Agreement was 94.5% of the AB 1890 Frozen Tariff
rate per Kilowatt Hour of power consumed.

                            CCLC Claims

On October 15, 2002, each CCLC Claimant filed a claim against
EEMC:

                                            Claim
    CCLC Claimant                            No.    Claim Amount
    -------------                           -----   ------------
    Allan Hancock Joint Community College   15680     $1,809,553
    Barstow College                         18257        692,215
    Butte-Glenn Community College           16357      2,951,840
    Cerritos Community College              15431      7,299,675
    Coast Community College                 14788      7,624,976
    College of the Sequoias                 15678        644,108
    Community College League of California  15422         42,500
    Contra Costa Community College          15967      7,846,007
    El Camino Community College             17647      5,119,279
    Feather River College                   15978        694,164
    Foothill-De Anza Community College      18598      4,299,330
    Fremont-Newark Community College        15755      3,076,232
    Gavilan Joint Community College         18265      1,263,955
    Grossmont-Cuyamaca Community College    15630        372,769
    Hartnell Community College              14865      2,713,625
    Los Angeles Community College           25113      5,654,028
    Mira Costa College                      15840        174,707
    North Orange County Community College   15391     12,594,975
    Palomar Community College               16647        447,822
    Rio Hondo Community College             14871      3,444,266
    San Joaquin Delta Community College     16351      6,822,690
    San Jose Evergreen Community College    16650      5,512,391
    San Luis Obispo County Community -
       College District Cuesta College      16541      3,022,765
    San Mateo County Community College      16352      6,383,923
    Santa Clarita Community College         14926      3,928,155
    Santa Monica Community College          16008      4,656,558
    Shasta-Tehama-Trinity Community         14861      3,071,315
    Sierra Joint Community College          14981      4,243,792
    Sonoma County Jr. College               17320      5,038,155
    Southwestern Community College          15695        252,966
    Victor Valley College                   16545      4,226,145
    West Valley-Mission Community College   14744      3,327,884
    Yuba Community College                  17333      2,631,429

The CCLC Claims are based on damages allegedly suffered by each
CCLC Claimant as a result of alleged breaches of the applicable
Power Agreement.  The CCLC Claims are substantially the same in
all material respects.  The only material differences are due to
differences in charges between the Utility Distribution Companies
in whose territory a CCLC Claimant is located.

The CCLC Claims allege that no Power Agreement allowed EEMC to
switch any CCLC Claimant's service from Direct Access to Bundled
Service and that, in so doing, EEMC breached each Power
Agreement.

Bundled Service refers to the arrangement, under which the UDC
both sold power to the consumer and transported the power to the
consumer's electric meter over the UDC's own distribution
network.  In Direct Access service, retail consumers buy
electricity and other related services from entities other than
their local UDC.

Each CCLC Claimant alleges that EEMC is obligated for the
DA Cost Responsibility Surcharge because each CCLC Claimant's
liability for the DA CRS is a consequence of EEMC's alleged
breach of each Power Agreement by placing each CCLC Claimant on
Bundled Service.

The CRS was imposed by the California Public Utilities Commission
in November 2002, on the power consumed on and after January 1,
2003, by any entity on DA service after that date if that entity
had been on Bundled Service at any time on or after February 1,
2001.

Substantially all of the CCLC Claimants estimate that they will
be liable for the DA CRS for 20 years.  The CCLC Claimants
collectively allege $110,675,254 of their total claim for damages
against EEMC results from their obligation to pay the DA CRS.

The CCLC Claims also allege damages in an unspecified amount for
certain payments paid by EEMC to UDCs on behalf of each CCLC
Claimant, which payments may have been refunded to EEMC, and are
now being charged to each CCLC Claimant by the UDCs.

Certain of the CCLC Claims further allege that those certain CCLC
Claimants suffered $2,586,419 in damages as a result of the
Historic Procurement Charge.

The CPUC authorized Southern California Edison in July 2002, to
charge the HPC to DA customers in the SCE service territory.  The
HPC is intended to allow SCE to recover the DA customers' share
of SCE's procurement related obligations during the 2000-2001
California energy crisis.

Certain of the CCLC Claims further allege that EEMC would be
liable for any SCE One-Cent Surcharge, should SCE elect to begin
billing customers for this charge.

In January 2001, the CPUC ordered SCE to establish a one-cent per
kWh surcharge, subject to refund and adjustment, on all
electricity consumers within SCE's service area, whether on
Bundled Service or DA service.  SCE has not billed DA customers
for the SCE One-Cent Surcharge since June 2001 and has given no
indication that it intends to bill the SCE One-Cent Surcharge in
the future.

The CCLC Claims further allege that each CCLC Claimant suffered:

    -- replacement damages as a result of EEMC's rejection of each
       Power Agreement;

    -- damages relating to its audits and corrections of bills
       from EEMC; and

    -- damages in the form of attorney's fees and costs in
       enforcing its rights under each Power Agreement.

                     Marketing Agreement Claim

On October 15, 2002, CCLC filed Claim No. 15422 against EEMC for
$42,500 based on damages allegedly suffered by CCLC as a result
of alleged breaches of a Marketing Agreement between EEMC and
CCLC, dated January 16, 1998.

Among other things, the Marketing Agreement Claim alleges that
CCLC suffered damages in the form of attorneys' fees and costs in
enforcing its rights under the Marketing Agreement.

The CCLC Claims, together with the Marketing Agreement Claim,
collectively exceed $121,884,162.

                           CCLC Obligors

EEMC arranged for each CCLC Obligor to receive power pursuant to
each Power Agreement during the period April 22, 1998, through
October 3, 2002.  Each CCLC Obligor accepted and utilized the
power that EEMC arranged for it to receive.  Each CCLC Obligor is
obligated to pay EEMC for that power.  EEMC invoiced each CCLC
Obligor for the power provided to each CCLC Obligor under its
Power Agreement.

Presently, the CCLC Obligors collectively owe EEMC $9,208,973 for
power delivered by EEMC to each CCLC Obligor pursuant to its
Power Agreement, plus $1,393,043 in interest, to the extent
provided for by each Power Agreement or applicable law.  The
Matured Debt includes $1,930,464 for power delivered prepetition
and $7,278,507 for power delivered postpetition.

    CCLC Obligor                                     Amount Owed
    ------------                                     -----------
    Allan Hancock College                               $161,362
    Barstow College                                       19,457
    Butte Glenn Community College                         88,743
    Cerritos Community College                           353,715
    Coast Community College                              495,572
    College Of The Sequoias                               25,418
    Contra Costa Community College                       798,902
    Cuesta College                                        55,454
    East Los Angeles College                             457,060
    El Camino Community College                          251,901
    Feather River Community College                        6,992
    Foothill-Deanza Community College                    288,625
    Fremont Newark Community College                     424,400
    Grossmont-Cuyamaca Community College                  30,527
    Hartnell Community College                           121,569
    Long Beach Community College                          30,233
    Los Angeles Southwest College                        425,892
    Mendocino Lake Community College                      42,123
    Mira Costa College                                   107,607
    Monterey Peninsula College                           114,481
    Mt. San Antonio Community College                    715,995
    North Orange County Community College                775,780
    Palomar Community College                             92,510
    Rio Hondo Community College                           85,429
    San Joaquin Delta Community College                  430,435
    San Jose Evergreen Community College                 213,732
    San Mateo County Community College                   319,621
    Santa Clarita Community College                      209,362
    Santa Monica Community College                       385,557
    Shasta Tehama Trinity Joint Community College        268,275
    Sierra Joint Community College                       551,667
    Sonoma County Jr. College                             90,594
    Southwestern Community College                        53,984
    Victor Valley College                                 26,961
    West Los Angeles College                             261,311
    West Valley Mission Community College                251,824
    Yuba Community College District                      175,903
                                                      ----------
                                        TOTAL         $9,208,973
                                                      ==========

                       Objection to the Claims

The Debtor objects to Claim No. 25113 filed by Los Angeles
Community College because it was filed nearly two years after the
Bar Date and after confirmation of the Plan.

EEMC objects to each CCLC Claimant's CCLC Claim pursuant to
Section 502(d) of the Bankruptcy Code, which requires that all
claims by each Obligor Claimant be disallowed because the Obligor
Claimants have failed to turnover a matured debt as required by
Section 542(b) of the Bankruptcy Code.

                           Counterclaims

EEMC asserts five counterclaims against the CCLC Obligors and
Claimants:

    (1) turnover of property to the estate under Section 542(b);

    (2) declaratory relief that the Obligor Claimants may not
        refuse to pay for power delivered postpetition as a result
        of claims for prepetition damages;

    (3) declaratory relief that the CCLC Obligors violated the
        automatic stay of Section 362;

    (4) breach of contract; and

    (5) damages resulting from CCLC Obligors' unjust enrichment.

EEMC asserts that the matured debt owed by each CCLC Obligor is
property of its estate.  EEMC complains that each CCLC Obligor
has failed and refused to pay any of its Matured Debt.

EEMC argues that the claims asserted by each Obligor Claimant do
not relieve that Obligor Claimant from any obligation to pay for
power provided by EEMC after the Petition Date.  Neither do the
claims allow the Obligor Claimant to reduce the amount of its
obligation to EEMC.

Absent relief from the automatic stay, EEMC points out, each CCLC
Obligor exercised control over property of the estate by
withholding payment of the Matured Debt.  This withholding of
funds represents an unjust benefit to the CCLC Obligors because
they received power without paying for it, EEMC asserts.

As a result, EEMC and its creditors have suffered substantial
damages (proximately caused by the CCLC Obligors) in an amount to
be proven at trial.

Accordingly, EEMC demands judgment:

    (a) that the Court enter an Order disallowing and expunging
        the CCLC Claims;

    (b) declaring that each CCLC Obligor owes a matured debt, as
        that term is used in Section 542(b), to EEMC, plus
        interest, and that each CCLC Obligor should be ordered to
        pay and turnover to EEMC those amounts, including
        interest, immediately;

    (c) declaring that the obligations asserted in the CCLC Claims
        do not relieve any Obligor Claimant from any obligation it
        otherwise has to pay for power provided by EEMC after it
        filed for protection under the Bankruptcy Code and that no
        Obligor Claimant may reduce the amount each owes EEMC for
        power provided to each by EEMC after it filed for
        protection under the Bankruptcy Code by virtue of any
        claim asserted in that Obligor Claimant's CCLC Claim;

    (d) declaring that each CCLC Obligor's conduct in refusing to
        turnover its Matured Debt, or at least the Postpetition
        portion of its Matured Debt, constitutes a violation of
        Sections 362(a)(3), 362(a)(7) and 542(b) and that EEMC is
        entitled to sanctions in an amount to be determined at
        trial;

    (e) awarding damages against each CCLC Obligor, resulting from
        each CCLC Obligor's breach of its obligations under each
        Power Agreement;

    (f) awarding damages resulting from each CCLC Obligor's unjust
        enrichment in an amount to be determined at trial; and

    (g) awarding EEMC its costs and expenses, including attorney's
        fees, incurred in connection with its efforts to obtain
        compliance by the CCLC Obligors with their obligations
        under the Bankruptcy Code, together with interest accrued.

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)


ENRON CORP: Looking Glass Holds $1 Million Allowed Unsecured Claim
------------------------------------------------------------------
Pursuant to a Collocation Agreement, dated April 16, 2001,
Looking Glass Networks, Inc., collocated at a facility of Enron
Broadband Services, Inc., located at 60 Florida Avenue, N.E. in
Washington, D.C.  EBS rejected the Agreement on April 10, 2002.

Looking Glass filed Claim No. 4029 against EBS for $4,116,579.

EBS filed an estimation objection to the Claim.

On March 17, 2005, EBS commenced an adversary proceeding against
Looking Glass seeking, among other things, the turnover of
$98,742.

After extensive negotiations, the parties stipulate that:

   (1) Claim No. 4092 will be allowed as Class 9 general
       unsecured claim for $1,000,000;

   (2) as settlement of the Adversary Proceeding, EBS will
       retain the first $23,000 in cash to be distributed to
       Looking Glass on account of the Allowed Claim;

   (3) the Estimation Objection will be deemed withdrawn with
       prejudice;

   (4) the Adversary Proceeding will be dismissed with prejudice
       pursuant to Rule 7041 of the Federal Rules of Bankruptcy
       Procedure; and

   (5) the terms agreed by the parties are mutually
       interdependent, indivisible and non-severable.

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.
154; Bankruptcy Creditors' Service, Inc., 15/945-7000)


FIBERMARK INC: Court Rules in Favor of Unsealing Examiner's Report
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont has
determined that the report of the independent examiner appointed
in FiberMark, Inc.'s (OTC Bulletin Board: FMKIQ) chapter 11 case
should be unsealed, subject to certain minimal redactions.  The
report details the examiner's findings with respect to certain
issues involving the Official Creditors Committee, which has since
been disbanded by the United States Trustee.

The Court, however, concurrently established a schedule by which
certain parties who oppose the unsealing may seek a stay of the
unsealing order pending appeal.  Under that schedule, the redacted
report will be unsealed tomorrow, Aug. 19, 2005, if no motion for
a stay is filed.  Alternatively, if a motion for a stay is filed,
the Court will rule on the motion by Aug. 24, 2005, and if the
Court denies the motion, the redacted report will be immediately
unsealed.  If, on the other hand, the Court grants the motion, a
temporary stay will be in place until Aug. 29, 2005, to allow the
opposing parties to seek relief on appeal.  If no such relief is
obtained, the redacted report will be unsealed on Aug. 29, 2005.

Harvey R. Miller, the chapter 11 examiner appointed in the
Debtors' chapter 11 cases, was appointed in order look into the
disputes among Committee members and the Debtors concerning
corporate governance issue and fiduciary duties.  Mr. Miller is
represented by Weil, Gotshall & Manges LLP.

The U.S. trustee disbanded the creditors committee effective
July 13, 2005, after Mr. Miller conducted the investigation.

Mr. Miller indicated that his "investigation as to the dispute
among Committee members and the Debtors concerning corporate
governance issues and fiduciary duties is more complicated and
extends over a greater period of time than that which may have
been originally anticipated."

As reported in the Troubled Company Reporter on Apr. 16, 2004,
the United States Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in the
Debtors' Chapter 11 cases:

   1. AIG Global Investment Group, Inc.

   2. Wilmington Trust Company As Indenture Trustee for the
      10.75% Senior Notes Due 2011 and 9.375% Senior Notes
      Due 2006

   3. Solution Dispersions, Inc.

   4. Post Advisory Group, LLC

   5. E.I. DuPont de Nemours & Company

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.


FIRST UNION: Negative Loan Performance Cues Fitch's Downgrade
-------------------------------------------------------------
Fitch Ratings downgraded the rating on First Union HEL, mortgage
pass-through certificates, series 1997-3 to 'B' from 'BB'.

The transaction consists of 15-year fixed-rate mortgages extended
to sub-prime borrowers.

The downgrade reflects the potential negative impact of loan
performance issues on this bond and affects approximately $1.0
million in outstanding principal.

Poor collateral performance has caused a reduction of credit
enhancement in the form of overcollateralization.  Over the last
six months, the monthly average in realized losses (after the
application of excess interest) is approximately $75,000.  The
high percentage of loans more than 60 days delinquent
(approximately 25% of the current pool) suggests continued poor
performance.  There is currently an 8.19% pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool).

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


GMAC COMMERCIAL: Loan Defeasance Prompts Fitch to Lift Ratings
--------------------------------------------------------------
Fitch Ratings upgraded GMAC Commercial Mortgage Securities, Inc.'s
commercial mortgage pass-through certificates series 1999-CTL1,
and removed these classes from Rating Watch Positive:

     -- $7.7 million class B to 'AAA' from 'AA';
     -- $8.7 million class C to 'AAA' from 'A';
     -- $9.6 million class D to 'AAA' from 'BBB';
     -- $4.8 million class E to 'AAA' from 'BB';
     -- $3.9 million class F to 'AAA' from 'B'.

In addition, Fitch affirms these ratings:

     -- $99.2 million class A at 'AAA';
     -- Interest-only class X at 'AAA'.

Fitch does not rate the $5.8 million class G certificates.

The rating upgrades are due to the defeasance of 24 loans with an
unpaid principal balance totaling $118.3 million, or 84.9% of the
remaining pool.  As of the August 2005 distribution date, the pool
has paid down 63.8% to $139.8 million from $386 million at
issuance.

Excluding the defeased loans, the remaining pool consists of five
loans secured by seven properties, which are leased to four credit
tenants.  Three of the tenants (97.8%) are considered investment
grade credits, while one tenant (2.2%) is considered below
investment grade.  The remaining loans are all fully amortizing
and each of the remaining seven properties is 100% occupied.


GOLDMAN SACHS: Fitch Affirms B Rating on Class IB-5 Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Goldman Sachs
Mortgage issues:

    Series 2002-3F, Group 1

      -- Class IA affirmed at 'AAA';
      -- Class IB-1 affirmed at 'AAA';
      -- Class IB-2 upgraded to 'AA+' from 'AA';
      -- Class IB-3 affirmed at 'BBB';
      -- Class IB-4 affirmed at 'BB';
      -- Class IB-5 affirmed at 'B'.

    Series 2003-1

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 upgraded to 'AA+' from 'AA';
      -- Class B-3 affirmed at 'A';
      -- Class B-4 affirmed at 'BBB';
      -- Class B-5 affirmed at 'BB'.

    Series 2003-3F

      -- Class A affirmed at 'AAA'.

    Series 2003-4F

      -- Class A affirmed at 'AAA'.

    Series 20 03-5F

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 upgraded to 'AAA' from 'AA';
      -- Class B-3 upgraded to 'AA+' from 'A';
      -- Class B-4 upgraded to 'A+' from 'BBB-';
      -- Class B-5 upgraded to 'BBB+' from 'BB-'.

   Series 2003-7F

      -- Class A affirmed at 'AAA'.

   Series 2003-6F

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AA+';
      -- Class B-3 upgraded to 'AA' from 'A';
      -- Class B-4 upgraded to 'A' from 'BBB';
      -- Class B-5 upgraded to 'BBB' from 'BB'.

   Series 2003-9

      -- Class A affirmed at 'AAA'.

   Series 2004-2F Group 1

      -- Class A affirmed at 'AAA'.

   Series 2004-2F Group 2

      -- Class A affirmed at 'AAA'.

   Series 2004-4

     -- Class A affirmed at 'AAA'.

   Series 2004-6F

     -- Class A affirmed at 'AAA'.

The affirmations on the above classes, which affect approximately
$1.92 billion of certificates, reflect deal performance consistent
with expectations and adequate credit enhancement in light of
future loss expectations.  The upgrades reflect an increase in
current CE levels relative to future loss expectations and affect
$15.27 million of outstanding certificates.

The current CE levels for all classes in series 2002-3F Group 1
have increased by more than nine times (x) the original CE levels
since the closing date (May 29, 2002).  Class IB-2 benefits from
6.23% subordination (originally 0.65%).  Currently, only 8% of the
original collateral is remaining in the pool balance, and no
losses have been incurred since date of issuance.  There is one
loan with $543,945 outstanding in the 90 or more days delinquency
bucket (6.90% of the pool), and one loan with $44,053 outstanding
in foreclosure (0.56% of the pool).

The current CE levels for all classes in series 2003-1 have
increased by more than 3x the original CE levels since the closing
date (Feb. 27, 2003).  Class B-2 benefits from 3.15% subordination
(originally 1.0%).  Currently, 20% of the original collateral is
remaining in the pool balance and there have been $3,119 in
cumulative losses.  There is only one loan with $635,644
outstanding in the 90 or more days delinquency bucket (0.49% of
the pool), and there are no loans in bankruptcy, foreclosure or
REO.

The current CE levels for all classes in series 2003-5F have
increased by more than 6x the original CE levels since the closing
date (May 30, 2003).  Class B-2 benefits from 5.91% subordination
(originally 0.85%); class B-3 benefits from 3.48% subordination
(originally 0.5%); class B-4 benefits from 2.09% subordination
(originally 0.3%); and class B-5 benefits from 1.04% subordination
(originally 0.15%).  Currently, 14% of the original collateral is
remaining in the pool balance, and no losses have been incurred
since date of issuance. Also, there are no delinquent loans.

The current CE levels for all classes in series 2003-6F have
increased by more than 5x the original CE levels since the closing
date (June 30, 2003).  Class B-3 benefits from 2.99% subordination
(originally 0.5%); class B-4 benefits from 1.78% subordination
(originally 0.3%); and class B-5 benefits from 0.88% subordination
(originally 0.15%).  Currently, 16% of the original collateral is
remaining in the pool balance and there have been $28,275 in
cumulative losses.  There is one loan with $396,814 outstanding in
foreclosure (0.38% of the pool), and one loan with $347,296
outstanding in bankruptcy (0.24% of the pool).

The mortgage pools in the above transactions consist of prime
quality, traditional, and hybrid adjustable-rate mortgage loans
secured by residential properties on one- to four-family
residential properties, substantially all of which have original
terms to maturity of 30 years.

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


GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Golf Club at Hidden Hills, Inc.
        5001 Biffle Road
        Stone Mountain, Georgia 30088

Bankruptcy Case No.: 05-74957

Type of Business: The Debtor operates a golf club.

Chapter 11 Petition Date: August 17, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Ralph Goldberg, Esq.
                  Ralph Goldberg, PC
                  1766 Lawrenceville Highway
                  Decatur, Georgia 30033
                  Tel: (404) 636-0331

Total Assets:   $500,000

Total Debts:  $1,287,796

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Southern Credit                                 $550,000
   5855 Sandy Springs, Suite 150
   Atlanta, GA 30328

   Long Drive Realty                               $370,000
   5855 Sandy Springs, Suite 150
   Atlanta, GA

   ADP                                              $60,316
   11411 Red Run Boulevard
   Owings Mills, MD 21117

   ACSYS, Inc.                                      $10,500

   DeKalb County Treasury                            $9,077

   Pitney Bowes                                      $9,005

   Atlanta Journal-Constitution                      $7,772

   Home Depot                                        $6,397

   Sysco Food Services                               $6,182

   Accuhurt                                          $5,991

   Corporate Payroll                                 $5,614

   AH Security                                       $4,825

   CRC Printing Corp.                                $4,705

   Ecolab Industrial                                 $3,974

   Atlanta Check Cashing                             $3,479

   Georgia Power                                     $3,272

   Muzak                                             $3,077

   Sprint PCS                                        $2,400

   Georgia Power                                     $2,075

   Georgia Fairway                                   $1,756


GOODYEAR TIRE: SEC May File Charges for Accounting Violations
-------------------------------------------------------------
The Securities and Exchange Commission's staff intends to
recommend the filing of a civil or administrative suit against The
Goodyear Tire & Rubber Company (NYSE: GT) for alleged violations
of the Securities and Exchange Act of 1934 relating to:

   * the maintenance of books, records and internal accounting
     controls,

   * the establishment of disclosure controls and procedures, and

   * the periodic SEC filing requirements.

Goodyear received a Wells Notice in connection with the
Commission's investigation into accounting matters included in the
company's restatement of financial results.  The restatement was
initially announced on Oct. 22, 2003.  Goodyear first disclosed
the existence of the investigation on November 19, 2003.

The Wall Street Journal reports that companies usually seek
settlements in these situations, rather than battling it out.
Talks between the Company and SEC have not started.

                     Opportunity to Respond

Under SEC procedures, a Wells Notice indicates that the staff has
made a preliminary decision to recommend the Commission authorize
the staff to bring a civil or administrative action against the
recipient or recipients of the notice.  Recipients of Wells
Notices have the opportunity to respond to the SEC staff before
the staff makes a formal recommendation on whether any action
should be brought by the SEC.

The company's former Chief Financial Officer, Robert Tieken, and
former accounting head, Stephanie Bergeron, also received Wells
Notices.  Mr. Tieken retired May 31, 2004.  Ms. Bergeron retired
Dec. 31, 2003.  Both retirements came after the SEC started its
informal probe of the company.

Goodyear and its former officers are continuing to cooperate with
the SEC in connection with this matter.

                     Accounting Restatements

Goodyear's restatements include additional financial disclosures
related to overseas affiliates and to fix errors in its financial
statements that led to the overstatement of income tax assets and
liabilities by about $360 million each.

Goodyear rebounded to a profit in 2004 after losses totaling more
than $2 billion over the previous two years.  It is involved in a
five-year turnaround plan of plant closings, debt refinancing and
job cuts.

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

                         *     *     *

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

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

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


GSI GROUP: Wants to Exchange $110M Sr. Notes with Registered Notes
------------------------------------------------------------------
The GSI Group, Inc., is offering to exchange $110 million in
aggregate principal amount of its 12% Senior Notes due 2013, for
any and all outstanding unregistered 12% Senior Notes due 2013.

The terms of the exchange notes will be identical in all material
respects to the respective terms of the original notes except that
the exchange notes will be registered under the Securities Act of
1933 and, therefore, the transfer restrictions applicable to the
original notes will not be applicable to the exchange notes.

The exchange of original notes for exchange notes pursuant to the
exchange offer generally will not be a taxable event for U.S.
federal income tax purposes.  The Company will not receive any
proceeds from the exchange offer.

The Company informed the Securities and Exchange Commission that
no public market currently exists for the outstanding notes or the
exchange notes.  The Company does not intend to list the exchange
notes on any national securities exchange or the Nasdaq Stock
Market.

Covington & Burling, the Company's counsel, has reviewed the
documents filed by the Company to the Securities and Exchange
Commission in support of its filing of the prospectus.  BKD, LLP's
March 18, 2005, report on its audits on the company's financial
statements is included in the filings.

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

               http://ResearchArchives.com/t/s?d3

GSI Group is a leading manufacturer and supplier of agricultural
equipment and services worldwide. The Company is also one of the
largest global providers of poultry feed storage, feed delivery,
watering, ventilation and nesting systems.  The Company markets
its agricultural products in approximately 75 countries through
a network of over 2,500 independent dealers to grain, swine and
poultry producers primarily under its GSI, DMC, FFI, Zimmerman, AP
and Cumberland brand names.  The Company's current market position
in the industry reflects both the strong, long-term relationships
the Company has developed with its customers as well the quality
and reliability of its products.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to GSI Group Inc.  At the same time, Standard &
Poor's assigned its 'B-' senior secured rating to the proposed
$125 million senior unsecured notes due in 2013, issued to redeem
GSI's existing senior subordinated notes and other debt. GSI is
the primary operating company.  All of the company's subsidiaries
will be designated restricted subsidiaries.  S&P says the outlook
is stable.

As reported in the Troubled Company Reporter on May 2, 2005,
Moody's Investors Service has assigned a B3 rating to the
proposed senior notes of The GSI Group, Inc., which will
be used to refinance existing indebtedness in connection with
the company's pending acquisition by GSI Holdings Corp. (an
affiliate of Charlesbank Capital Partners, LLC).  In addition,
Moody's has affirmed GSI's existing ratings, including its B2
senior implied rating, and assigned a speculative grade
liquidity rating of SGL-2.  Approximately $125 Million of rated
debt is affected.  Moody's says the rating outlook is stable.

These ratings were assigned:

   * $125 million senior notes due 2013, at B3;
   * Speculative grade liquidity rating, at SGL-2.

These ratings were affirmed:

   * Senior implied, at B2;
   * $100 million senior subordinated notes, at Caa1;
   * Senior unsecured issuer rating, at B3.


H. LIEBLICH: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: H. Lieblich & Company, Inc.
        149 East Kingsbridge Road
        Mount Vernon, New York 10550

Bankruptcy Case No.: 05-22732

Type of Business: The Debtor is a mechanical contractor.  The
                  Debtor previously filed for chapter 11
                  protection on April 20, 2005 (Bankr. S.D.N.Y.
                  Case No. 05-22732) was reported in the Troubled
                  Company Reporter on Apr. 21, 2005.

Chapter 11 Petition Date: August 17, 2005

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Arthur Morrison, Esq.
                  11 Skyline Drive
                  Hawthorne, New York 10532
                  Tel: (914) 592-8282
                  Fax: (914) 592-3482

Financial Condition as of August 15, 2005:

      Total Assets:   $735,495

      Total Debts:  $2,634,808

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Taxes                $1,871,985
Bankruptcy Unit
110 West 44th Street
New York, NY 10036

New York State                                          $532,641
Department of Taxation & Finance
P.O. Box 5300
Albany, NY 12205-0300

The State Insurance Fund         Premiums                $53,250
199 Church Street
New York, NY 10007-1100

Gargiulo Bros. Inc.              Rent Arrears            $19,771

Oxford Health Insurance          Insurance Premiums       $4,168

Horizon Healthcare Co.           Insurance Premiums       $1,992

Exxon Mobil                      Oil Delivery             $1,516

Dynamo Development               Services                   $909

Pitney Bowes                     Services                   $734

Pitney Bowes Credit Corp.        Services                   $454

J & P Cleaning Co.               Services                   $275

CIT Technology                   Services                   $175

C.B.S. Business                  CB Radio                   $113


HAYES LEMMERZ: Sells Equipment & Engineering Division
-----------------------------------------------------
Hayes Lemmerz International, Inc. (NASDAQ: HAYZ) reported the sale
of its wholly owned Equipment and Engineering subsidiary, located
in Au Gres, Michigan.  The equipment business was sold to Todd G.
Carlson and former Hayes Lemmerz employee Daniel D. Minor.  The
business will be renamed CMI - Equipment and Engineering, Inc.
Terms of the transaction were not disclosed.

The business engineers and manufactures a wide range of foundry
equipment and systems for molding, coremaking, melting and
finishing operations.  It has approximately 50 employees.

"This division has a broad customer base and an excellent
reputation in the marketplace," said John A. Salvette, Vice
President of Business Development.  "The divestiture is part of
our strategy to streamline Hayes Lemmerz, and still retaining
CMI-Equipment and Engineering as a valued supplier."

"I am excited about this transaction," commented CMI - Equipment
and Engineering, Inc.'s President Daniel Minor.  "This will
encourage continued growth in the business.  We look forward to
continuing to support Hayes Lemmerz while creating greater
opportunities to secure business with a wider range of equipment
users."

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).


HOME INTERIORS: S&P Lowers Corporate Credit Rating to CCC
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
decorative home accessories direct seller Home Interiors & Gifts
Inc., including its corporate credit rating to 'CCC' from 'CCC+'.

At the same time, Standard & Poor's affirmed its '3' recovery
rating on the company's senior secured bank loan. The outlook is
negative.  Carrollton, Texas-based Home Interiors had about $484.4
million of total debt outstanding at June 30, 2005.

The downgrade reflects weaker-than-expected operating performance
for the second quarter of fiscal 2005 ended June 30, and the
disclosure in the company's recent 10Q filing that it may breach
debt covenants on its senior bank loan for the quarter ending
Sept. 30, 2005, despite the company's recent bank loan waiver and
amendment, which provided relief from financial covenants only
through the second quarter of fiscal 2005.

For the six months ended June 30, 2005, sales and operating income
declined 4.9% and 54.1%, respectively, versus the same period in
2004.  Profitability declined because of:

   * lower unit volumes of orders;
   * a lower average order size per sales representative; and
   * a decrease in the number of orders per sales representative.

Direct sellers face increasingly challenging conditions from
recent entrants into the direct selling market.  Additionally,
higher gas prices and inflation have reduced the discretionary
income of Home Interiors' target consumer.  The company is highly
leveraged and its credit measures are very weak.

"We are concerned that continued weak operating performance may
well lead to another violation of bank covenants in the next
quarter," said Standard & Poor's credit analyst David Kang.


HUFFY CORP: Bankruptcy Court Approves Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the Disclosure Statement explaining Huffy Corporation's
(OTC: HUFCQ) Joint Plan of Reorganization.  The Bankruptcy Court
also authorized the Company to begin soliciting approval from its
creditors for its Plan.  With this action, the Company remains on
schedule to emerge from Chapter 11 protection on or about the
first week of October 2005.

At a hearing Tuesday in Dayton, Ohio, the Honorable Lawrence S.
Walter ruled that the Company's Disclosure Statement contained
adequate information for the purposes of soliciting creditor
approval for the Plan.  A confirmation hearing for the Court to
consider approval of the Plan has been scheduled for Sept. 22,
2005.  By Aug. 26, 2005, the Company will mail notice of the
proposed confirmation hearing and begin the process of soliciting
approvals for the Plan from qualified claim holders.  Assuming
that the requisite approvals are received and the Court confirms
the Plan under the current timetable, the Company intends to
emerge from Chapter 11 reorganization on or about the first week
of October 2005.

"This is positive news for our employees, customers and suppliers,
all of whom have given us tremendous support throughout this
process," John A. Muskovich, President and Chief Executive
Officer, said.

                       About the Plan

The proposed Plan of Reorganization, which has been the subject of
negotiations with the China Export & Credit Insurance Corporation
and Huffy's primary bicycle suppliers, the Sinosure Group, and the
Official Unsecured Creditors Committee is consistent with the
agreement in principle between these parties that was announced on
June 27, 2005.

The Plan of Reorganization provides that substantially all of
Huffy's pre-petition unsecured liabilities will be discharged in
exchange for notes and new voting common equity of the reorganized
company.  Initial distributions to the Sinosure Group will be 30
percent of the new voting common equity of the Company (in the
form of new Class A shares) and a $3 million note to the Sinosure
Group.  Initial distributions to most of the other general
unsecured creditors will be 70 percent of the new common equity
(in the form of new Class B shares) (subject to later dilution by
the Performance Shares) and a $9 million note.

The Sinosure Group as holders of Class A shares will elect a
majority of Huffy's Board of Directors and, through the provision
of trade credit to Huffy on favorable terms, have the ability to
earn over 5 years up to 51% of the aggregate new common voting
stock of the reorganized entity.  The notes and post-confirmation
trade credit will be secured by a lien on Huffy's intangible
assets and on Huffy's other assets.  The reorganized entity will
emerge as a private company.  Current equity holders will not
receive any distributions and their equity interests will be
cancelled.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


HUFFY CORP: Court Okays Distress Termination of Retirement Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Huffy Corporation and its debtor-affiliates permission to
terminate its employee retirement plan.

The Court determined that the Debtors met the requirements for a
voluntary distress termination of their retirement plan pursuant
to Section 363(b) of the Bankruptcy Code and Section 4041 of the
Employee Retirement Income Security Act of 1974.

There are 3,686 participants or beneficiaries covered by Huffy's
retirement plan.  Out of those plan participants, 87% are no
longer employed by the Debtors.

                   About the Retirement Plan

The retirement plan is a single-employee defined benefit plan
established on October 31, 1952.  From 1952 to 1997, the plan only
covered salaried employees.  Between 1967 and 1997, Huffy
established three other pension plans governing different groups
of employees:

   * hourly-rate employees (the Bicycle Hourly Plan);

   * office and clerical employees of Huffy Bicycle Division (the
     Bicycle Office Plan); and

   * the Huffy Service First, Inc. Retirement Plan.

In 1997, the company merged the Service First Plan into the
Salaried Employees Plan, and later on, merged the Bicycle Hourly
Plan and the Bicycle Office Plan into the Salaried Employees Plan.
The combination of the different groups gave rise to the Huffy
Corporation Retirement Plan.

When the company faced financial problems in April 2004, the terms
were amended to end future benefit accruals under the Plan.

                     Huffy's Obligations
                  Under the Retirement Plan

As of January 1, 2005, the Plan's assets have a market value of
$72,171,000 with accumulated benefits calculated on a pension
termination basis at $135,400,000.

Under the funding requirements set by ERISA and the Internal
Revenue Code, Huffy is required to contribute $20,751,000 to the
Plan between 2007 and 2010.

                   Effect of Plan Termination

The Debtors' actuaries have calculated that 99% of the
participants and beneficiaries under the Plan will suffer no
reduction in benefits.  Only 18 people are projected to be
adversely affected by the proposed termination.

Based on the Pension Benefit Guaranty Corporation guarantee, if
the Plan terminates in 2005, a retiree who begins drawing benefits
at age 65 will receive $45,385 per year.

                     Why Terminate the Plan?

As reported in the Troubled Company Reporter on July 20, 2005,
the existence of a $20 million liability will prevent Huffy from
implementing a successful reorganization.  As shown in Court
documents, the company's estimated cash flows are lower than the
estimated funding obligations for 2007 to 2010.  The company
stands to lose $10.7 million during those periods if the pension
plan won't be terminated.  Absent the retirement plan funding, the
company projects a positive cash flow during the same period,
allowing it to remain in business.

Huffy reminded the Court of the DIP credit facility extended by
Congress Financial Corporation which it approved.  Under an
Amended DIP Agreement, Congress Financial increased Huffy's
available borrowings by $2.8 million.  The new loan will be
exhausted by November 2005 and Huffy believes it will be the end
of its business.

Huffy said it can't obtain additional credit so long as the
pension obligations exceed its projected profit through 2010.

The Sinosure Group, Huffy's largest Chinese bicycle supplier,
promised the Debtors more liberal trade terms provided that the
retirement plan is terminated.  Sinosure also agreed to extend
Huffy's credit term to 90 days in exchange for 30% ownership of
the reorganized Huffy.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


INTERMET CORP: Begins Plan Solicitation & Balloting Procedures
--------------------------------------------------------------
Intermet Corporation (INMTQ: PK) has begun distributing
solicitation materials in connection with its proposed Plan of
Reorganization.  The United States Bankruptcy Court for the
Eastern District of Michigan approved the Company's amended
Disclosure Statement and the proposed solicitation and balloting
process on Aug. 12, 2005.  Intermet is distributing the Disclosure
Statement and balloting materials to all eligible creditors in
order to solicit their votes in support of the Plan.

Depending on the type and amount of their claim, holders of
general unsecured claims may be eligible to select a variety of
elections under the proposed Plan, including:

   -- a cash-out amount election;
   -- a convenience class election;
   -- an inducement cash election; and
   -- a new common stock and rights offering election.

Eligible claimants must vote on the Plan and make all relevant
elections on or before Sept. 20, 2005.  An eligible claimant
wishing to participate in the rights offering contemplated by the
new common stock and rights offering election must hold their
claim from the close of business on Sept. 1, 2005, the record date
for the rights offering, through the effective date of the Plan.
In the absence of any other election, an eligible claimant will be
deemed to have made the cash-out election.

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

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

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

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

The confirmation hearing with respect to the Plan of
Reorganization is scheduled to begin on Sept. 26, 2005.

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


IT GROUP: Final Decree Closing Ch. 11 Cases Delayed Until Oct. 31
-----------------------------------------------------------------
Alix Partners LLC, the Trustee of the IT Litigation Trust formed
under the confirmed First Amended Joint Plan of Reorganization of
The IT Group, Inc., and its debtor-affiliates, sought and obtained
approval from the U.S. Bankruptcy Court District of Delaware to
delay until Oct. 31, 2005, the entry of a final decree in the
Debtors' chapter 11 cases.

Alix Partners gave the Court three reasons in support of the
extension:

   1) it anticipates to file more omnibus objections to additional
      disputed claims, including unsecured claims, in the near
      future and the extension will allow more time to complete
      the claims administration process;

   2) several hundred remaining adversary proceedings are either
      set for trial in October or subject to pending dispositive
      motions, which will be time consuming and labor intensive on
      the part of the Trust Trustee and its professionals to
      resolve; and

   3) it continues to address various other important matters
      relating to the administration of the Debtors' chapter 11
      cases.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com/ -- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on Jan. 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom LLP, represents the Debtors.  On Sept. 30, 2001,
the Debtors listed $1,344,800,000  in assets and 1,086,500,000 in
debts.  The Court confirmed the Debtors' chapter 11 Plan on
April 5, 2004, and the Plan took effect on April 30, 2004.  Alix
Partners LLC is the IT Litigation Trust Trustee appointed under
the confirmed Plan.  John K. Cunningham, Esq., and Ileana Cruz,
Esq., at White Case LLP represents the Trustee.


IT GROUP: Trustee Has Until Oct. 31 to Object to Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court District of Delaware gave Alix Partners
LLC, the Trustee of the IT Litigation Trust formed under the
confirmed First Amended Joint Plan of Reorganization of The IT
Group, Inc., and its debtor-affiliates, a further extension, until
Oct. 31, 2005, to object to proofs of claim filed against the
Debtors' estates.

The Court confirmed the Debtors and the Official Committee of
Unsecured Creditors' Joint Plan on April 5, 2004, and the Plan
took effect on April 30, 2004.

Pursuant to the confirmed Plan, the IT Litigation Trust was
established as successor to the Debtors and Alix Partners was
appointed as the Trustee.

Since the Effective Date, Alix Partners and its professionals have
focused their efforts on reviewing and analyzing claims and
prosecuting objections to those claims when appropriate,
particularly administrative, secured and priority claims.

As a result of their efforts, over 20 omnibus objections to claims
have been filed and the claims pool, particularly the
administrative, secured and priority claims have been
significantly reduced.

Alix Partners gave the Court three reasons in support of the
extension:

   1) there is a continuing need to object to some claims within
      the administrative, secured and priority claims category,
      and the claims administration with respect to unsecured
      creditors needs to continue so that a distribution for those
      creditors is possible;

   2) because of the size of the claims pool and the complexity of
      the claims asserted against the Debtors, the extension will
      enable the Trustee to complete its analysis and review of
      the entire claims pool, file additional objections and make
      distributions to unpaid creditors; and

   3) the extension will not prejudice the Debtors' creditors and
      other parties-in-interest and it is in the best interest of
      their estates and their creditors.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com/ -- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on Jan. 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom LLP, represents the Debtors.  On Sept. 30, 2001,
the Debtors listed $1,344,800,000  in assets and 1,086,500,000 in
debts.  The Court confirmed the Debtors' chapter 11 Plan on
April 5, 2004, and the Plan took effect on April 30, 2004.  Alix
Partners LLC is the IT Litigation Trust Trustee appointed under
the confirmed Plan.  John K. Cunningham, Esq., and Ileana Cruz,
Esq., at White Case LLP represents the Trustee.


JACUZZI BRANDS: S&P Affirms B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and its other ratings on West Palm Beach, Florida-
based Jacuzzi Brands Inc. and removed them from CreditWatch, where
they were placed on May 26, 2005, with developing implications.
The outlook is stable.

"Jacuzzi's ratings were removed from CreditWatch because we expect
that the company will now take additional time to explore
strategic alternatives and commit to a strategy," said Standard &
Poor's credit analyst Lisa Wright.  "A sale of its bath products
segment appears to be the company's favored first step, but not
until this segment's operations have been improved.  In addition,
weak recent results in the bath business, combined with the more
remote likelihood that the entire company will be purchased by a
larger, better capitalized company, make a ratings upgrade less
likely."

The stable outlook is supported by S&P's expectations for
continuing favorable results by Jacuzzi's plumbing products
segment and relatively good end-market demand for its bath
products segment in the U.S.  These elements should support the
current ratings if Jacuzzi does not sell either of its two
remaining segments.  If Jacuzzi does sell the bath products
segment, S&P expects that a majority of the proceeds would be used
to reduce debt.  Although the sale would reduce business
diversity, size and scope, the business profile of the plumbing
products segment should still support the current ratings, and the
expected debt reduction should leave the plumbing products segment
with a comfortable debt load for the current ratings.

The outlook could be revised to negative if the bath segment
experiences further sales or margin deterioration, or if the
company initiates a substantial share buyback or dividend program,
currently limited by provisions in its credit agreement.  Although
it does not appear likely that the entire company will be sold to
a larger and better-capitalized strategic buyer, such an event
could cause us to revise the outlook to positive or to raise the
ratings.


KERR-MCGEE: Selling North Sea Operations to Maersk for $3.5 Bil.
----------------------------------------------------------------
Kerr-McGee Corp.'s (NYSE: KMG) wholly owned affiliate entered into
purchase and sale agreements to sell all of the company's North
Sea operations to Maersk AS, a Danish company for:

   * approximately $3.5 billion in cash,

   * the assumption by the purchasers of all related abandonment
     obligations, which had a carrying value of $182 million at
     June 30, 2005, and

   * the assumption of all related derivative liabilities totaling
     $175 million after taxes.

The agreements are subject to approval from appropriate government
agencies and customary closing conditions.  The transactions
include:

    -- The sale of interests in four nonoperated fields and
       related exploratory acreage and facilities to Centrica plc
       for approximately US$566 million (318.6 million pounds
       sterling)

    -- The sale of all remaining North Sea assets through the sale
       of 100% of the stock of Kerr-McGee (G.B.) Ltd. and other
       affiliated entities to Maersk Olie og Gas AS, a subsidiary
       of A.P. Moller -- Maersk A/S, for US$2.95 billion

The North Sea assets include proved reserves of approximately
231 million barrels of oil equivalent (BOE) at June 30, 2005, and
produced a daily average of approximately 77,700 BOE during the
second quarter of 2005, representing approximately 21% of Kerr-
McGee's total production during that period.

"These transactions enhance our strategic plan to high grade our
oil and gas portfolio to focus on assets that have the greatest
growth opportunities," said Luke R. Corbett, Kerr-McGee chairman
and chief executive officer.  "Market valuations and the tax-
efficient nature of these transactions led us to the decision to
divest of all of our North Sea operations, maximizing the value of
these assets to our stockholders. Divestiture of the North Sea
assets will facilitate the company's plan to spend a reduced
amount of capital while achieving a higher per-share production
growth rate."

The Deal reports that the proposed transaction is the Company's
latest step of its restructuring to fend off Carl Icahn, a well-
known "corporate raider."  Mr. Icahn became its largest
shareholder in March, with a 4.68% stake.   Since then, the
Company tried to ward off efforts to increase that stake.  At
about the same time, Kerr-McGee started marketed its chemicals
business.  The Company is said to be in talks with Apollo
Management LP for the operations, which Kerr-McGee had considered
selling via an IPO.  Kerr-McGee's restructuring also includes the
sale of its Gulf of Mexico shelf assets and certain U.S. onshore
properties.

These transactions, which will be deemed effective as of July 1,
2005, are expected to be completed by Oct. 1, early in the fourth
quarter.  At closings, Kerr-McGee will receive cash proceeds of
approximately $3.5 billion and expects net after-tax cash proceeds
will be approximately $3.1 billion.  The sale's effect on 2005
earnings will be "modest but positive."  The company plans to use
all net proceeds to reduce debt to restructure its asset
portfolio.

Kerr-McGee -- http://www.kerr-mcgee.com/-- is an Oklahoma City-
based energy and inorganic chemical company with worldwide
operations and assets of more than $15 billion.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on oil and gas exploration and production
company Kerr-McGee Corp. and removed the rating from CreditWatch
with negative implications.  The rating was originally placed on
CreditWatch March 4, 2005.

Standard & Poor's also affirmed its 'B' short-term corporate
credit rating on the company.  The short-term rating was not on
CreditWatch.

S&P says the outlook is negative.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Fitch Ratings has downgraded and removed from Rating Watch
Negative the ratings of Kerr-McGee:

    -- Senior unsecured debt to 'B' from 'BBB';
    -- Commercial paper to 'B' from 'F2'.

Fitch has also assigned a 'BB' senior secured rating to Kerr
McGee.  Fitch says the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Moody's Investors Service lowered the long-term and short-term
debt ratings of Kerr-McGee Corporation to below investment grade.
Moody's assigned a Ba3 Senior Implied and lowered KMG's Senior
Unsecured notes to Ba3 from Baa3.  Moody's expects that KMG's
existing notes will be secured equally and ratably with new
secured term loans that the company has arranged.  The company's
short-term ratings were lowered to Not Prime from Prime-3.  This
action concludes the review begun March 4 that had reflected
"material event risk" resulting from a more activist shareholder
base.  Moody's says the outlook is stable.


KERR-MCGEE: Taking Bids for Gulf of Mexico Shelf Properties
-----------------------------------------------------------
Kerr-McGee Corp.'s (NYSE: KMG) is putting its Gulf of Mexico shelf
properties and selected U.S. onshore properties in the market for
grabs in its effort to high grade its asset portfolio.

Data rooms currently are open to prospective buyers.  The total
combined divestitures are now expected to represent approximately
25% to 30% of the company's proved reserves as of Dec. 31, 2004,
and approximately 30% to 35% of its projected 2005 average pre-
divestment production of approximately 360,000 BOE per day.  In
addition, the company is proceeding with the separation of its
chemical business through a dual track process as a sale or
IPO/spinoff.  The company expects to complete the chemical
separation and the majority of the divestments prior to year-end.

"Our remaining oil and gas property portfolio will be weighted
toward longer-life, less capital-intensive properties, with a
large inventory of repeatable low-risk development projects, while
still providing high-potential exploration prospects for future
per-share growth," said Dave Hager, Kerr-McGee Chief Operating
Officer.  "We are accelerating development drilling activities at
our two large resource plays, located in the Rockies in the
Wattenberg and Greater Natural Buttes areas, by approximately 20%.
We also are focusing our exploratory program on high-impact
targets in the deepwater Gulf of Mexico and other select proven
hydrocarbon basins."

                        Other Asset Sales

The Company is also selling its North Sea operations to Maersk AS,
a Danish company for $3.5 billion in cash.

In a separate deal, Centrica plc, a U.K. company, agreed to buy
four North Sea oil fields from Kerr-McGee for EUR318.6 million or
$566.4 million.

Kerr-McGee -- http://www.kerr-mcgee.com/-- is an Oklahoma City-
based energy and inorganic chemical company with worldwide
operations and assets of more than $15 billion.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on oil and gas exploration and production
company Kerr-McGee Corp. and removed the rating from CreditWatch
with negative implications.  The rating was originally placed on
CreditWatch March 4, 2005.

Standard & Poor's also affirmed its 'B' short-term corporate
credit rating on the company.  The short-term rating was not on
CreditWatch.

S&P says the outlook is negative.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Fitch Ratings has downgraded and removed from Rating Watch
Negative the ratings of Kerr-McGee:

    -- Senior unsecured debt to 'B' from 'BBB';
    -- Commercial paper to 'B' from 'F2'.

Fitch has also assigned a 'BB' senior secured rating to Kerr
McGee.  Fitch says the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Moody's Investors Service lowered the long-term and short-term
debt ratings of Kerr-McGee Corporation to below investment grade.
Moody's assigned a Ba3 Senior Implied and lowered KMG's Senior
Unsecured notes to Ba3 from Baa3.  Moody's expects that KMG's
existing notes will be secured equally and ratably with new
secured term loans that the company has arranged.  The company's
short-term ratings were lowered to Not Prime from Prime-3.  This
action concludes the review begun March 4 that had reflected
"material event risk" resulting from a more activist shareholder
base.  Moody's says the outlook is stable.


K&F INDUSTRIES: Reports Second Quarter Financial Results
--------------------------------------------------------
K & F Industries Holdings, Inc. (NYSE: KFI) reported its financial
results for the second quarter and six months ended June 30, 2005.

For the second quarter of 2005, sales rose 8 percent over the year
earlier period to $90 million.  EBITDA (earnings before interest,
taxes, depreciation, and amortization) adjusted for non-recurring
inventory purchase accounting adjustments, a change in accounting
policy, non-recurring salary and benefit expense and non-recurring
non-cash income, increased to $34 million from the prior year
period's $33 million.

Adjusted EBITDA margins for the second quarter 2005 remained
strong at 39% after adding back to the $34 million of Adjusted
EBITDA $1 million of cost related to productivity improvements.

"Our productivity enhancement program remains on target to reduce
our cost run rate by $8 million per year by December 31, 2005,"
stated Kenneth M. Schwartz, president and chief executive officer
of K & F Industries Holdings, Inc.

For the six months ended June 30, 2005, sales rose 7 percent to
$179 million from $167 million last year.  "Sales across all
market sectors were up over the first half of 2004, led by general
aviation market sector sales which increased by 17 percent,"
stated Mr. Schwartz.  "We expect general aviation to be our
fastest growing market over the next few years, given the new
wheel and brake programs that we have recently won," continued Mr.
Schwartz.  Adjusted EBITDA was $66 million versus $65 million in
last year's first half.

                 Results for Second Quarter 2005
                Compared with Second Quarter 2004

   * Bookings rose 20 percent to $90 million from $75 million.

   * Sales increased $7 million to $90 million.

   * General aviation revenues were $19 million, up 20 percent
     from $16 million.

   * Revenue from the commercial transport sector improved 5
     percent to $49 million.

   * Military revenues remained strong at $22 million versus
     $21 million.

   * Operating income was $28 million versus $22 million.

   * Adjusted EBITDA increased $1 million to $34 million.

           Results for Six Months ended June 30, 2005
          Compared with Six Months ended June 30, 2004

   * Bookings rose 14 percent to $188 million from $165 million
     and backlog increased 26 percent to $162 million.

   * Sales increased $12 million to $179 million.

   * General aviation revenues were $36 million, up 17 percent
     from $31 million.

   * Revenue from the commercial transport sector improved 6
     percent to $97 million.

   * Military revenues remained strong at $46 million versus
     $45 million.

   * Excluding the non-recurring inventory purchase accounting
     charge of $12 million in the first quarter of 2005, operating
     income was $54 million versus $45 million.

   * Adjusted EBITDA increased $1 million to $66 million.

                         Segment Results

Revenues for Aircraft Braking Systems were $74 million for
the three months and $148 million for the six months ended
June 30, 2005, versus $69 million and $138 million in the
comparable periods of 2004.  Revenues for Engineered Fabrics
Corporation were $17 million for the three months and $31 million
for the six months ended June 30, 2005 versus $14 million and $29
million in the comparable periods of 2004.

           Strong Military Orders in 2005 Drive Growth

In the second quarter of 2005, military orders increased by
$22 million, or 138 percent over the prior year.  As a result,
total bookings and backlog were up 14 percent and 26 percent,
respectively, in the first half of 2005 compared to the first half
of 2004, a strong indicator that the company will achieve the
higher end of its guidance for 2005.  "Longer term, the company's
expanding fleet of Embraer and Bombardier regional jets, along
with several new business jet awards, including the Dassault F-7X,
Falcon 900DX and 900EX, Gulfstream's G-150, G-350 and G-450,
Raytheon Hawker Horizon and Embraer's VLJ (Very Light Jet) are
expected to further drive revenue and earnings growth into the
foreseeable future," stated Mr. Schwartz.

                     2005 Outlook Reaffirmed

The company expects its 2005 financial performance to be at the
high end of its previously issued guidance as follows:

   * Revenues are expected to increase by 6 to 8 percent.

   * Adjusted EBITDA after adding back $3 million of cost related
     to productivity improvements, is expected to increase by 4 to
     6 percent to between $149 million and $152 million vs. last
     year's adjusted EBITDA of $143 million (which includes an add
     back of $22 million in 2004 related to program participation
     costs and non-recurring expenses.

   * Free cash flow, after all scheduled debt service, is expected
     to be $35 to $40 million.

K&F Industries Holdings, Inc., the indirect parent company of K&F
Industries, Inc., completed an initial public offering of its
common stock on August 12, 2005.  The common stock of K&F
Industries Holdings, Inc. is traded under the symbol "KFI" on the
New York Stock Exchange.

Other than administrative costs, interest expense related to the
11-1/2% Senior PIK Notes and interest expense related to the
Senior Preferred Stock, the operating results of K & F Industries
Holdings, Inc., conform to the operating results of K & F
Industries, Inc., and subsidiaries.

K & F Industries Inc., through its Aircraft Braking Systems
Corporation subsidiary, is a worldwide leader in the manufacture
of wheels, brakes and brake control systems for commercial
transport, general aviation and military aircraft.  K & F
Industries Inc.'s other subsidiary, Engineered Fabrics
Corporation, is a major producer of aircraft fuel tanks, de-icing
equipment and specialty coated fabrics used for storage, shipping,
environmental and rescue applications for commercial and military
use.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Moody's Investors Service downgraded the senior implied rating of
K&F Industries, Inc., to B2 from B1, and has assigned ratings to
the company's proposed senior secured credit facilities and senior
subordinated notes.  The purpose of the proposed facilities is to
partially fund the acquisition of K&F by Aurora Capital Group for
$1.06 billion in cash, including re-financing of existing debt.
Aurora and certain investors will contribute approximately
$315 million in equity (PIK preferred and common stock) for the
purchase.


LEAP WIRELESS: Earns $2.5 Million of Net Income in Second Quarter
-----------------------------------------------------------------
Leap Wireless International, Inc. (NASDAQ:LEAP) reported strong
financial results for the second quarter of 2005.  These results
reflect strong year-over-year growth in total revenues and record
adjusted consolidated earnings before interest, taxes,
depreciation and amortization.

Total consolidated revenues for the second quarter were
$226.8 million, an increase of $21.1 million over the total
consolidated revenues of $205.7 million for the second quarter of
2004.  Consolidated operating income for the second quarter was
$8.6 million, an increase of $23.6 million over the consolidated
operating loss of $15.0 million for the second quarter of 2004.
Consolidated net income totaled $2.5 million for the second
quarter, representing a $20.6 million improvement over the
consolidated net loss of $18.1 million for the second quarter of
2004.

Adjusted consolidated EBITDA for the second quarter of 2005 was a
record $74.3 million, representing a 21 percent increase over the
adjusted consolidated EBITDA of $61.4 million for the second
quarter of 2004.  Adjusted consolidated EBITDA represents EBITDA
adjusted to exclude the effects of:

   -- reorganization items, net;
   -- other income (expense), net;
   -- gains on sale of wireless licenses;
   -- impairment of indefinite-lived intangible assets;
   -- impairment of long-lived assets and related charges; and
   -- stock-based compensation expense.

The adoption of fresh-start reporting as of July 31, 2004 resulted
in material adjustments to the historical carrying values of the
Company's assets and liabilities.  As a result, the Company's
post-emergence balance sheets, statements of operations and
statements of cash flows are not comparable in many respects to
the Company's financial statements for periods ending prior to the
Company's emergence from Chapter 11.

"As evidenced by the results we have reported today, Leap produced
another successful quarter balancing growth with solid operating
cash-flow generation," said Doug Hutcheson, president and chief
executive officer of Leap.  "As we move into the remainder of
2005, we are pleased with the overall momentum that has been
established for our business.  During the first half of the year,
we have concentrated on three key operating priorities:
maintaining our strict focus on cost leadership; executing on our
planned marketing and product development initiatives; and
preparing for the first new market launch for our business in over
three years. In the second half, we will work toward leveraging
the platform for growth we have created by continuing to
strengthen our marketing and customer service initiatives while
expanding our channels of distribution for both our core
Cricket(R) service and our new Jump(TM) pre-paid product.

"Our strong financial performance during the first half of the
year places Leap in a solid position to achieve its overall goals
for 2005.  We remain optimistic about our long-term business
prospects and believe that the actions we have taken to date will
produce increasingly positive effects over time.  As a result, we
are increasing our outlook for adjusted EBITDA during 2005 to
reflect our expectation for continued strong financial
performance. While we have tightened the range on our customer
activity by lowering the upper end of the forecast, we anticipate
that we will see improvements in customer retention and net
customer growth later this year as our new initiatives begin to
gain traction in the marketplace and we see continued positive
performance in our new Central Valley market cluster," concluded
Hutcheson.

"Our results continue to demonstrate the fundamental strength of
our business model and serve to reaffirm the value-creating
potential of our customer segment as we execute on our strategies
for growth in both our existing markets and through the
development of our new, high-potential markets," said Dean Luvisa,
Leap's acting chief financial officer.  "In addition, the Company
continues to have a solid liquidity position that has been further
reinforced by our recent $100 million increase in our senior
secured term loan and the completion of our sale of certain
spectrum licenses and operating assets to Verizon Wireless.  We
believe that the steps we have taken to strengthen our capital
structure, combined with our expectations for continued strong
cash-flow generation, will put us in a solid position to achieve
our strategic goals and help realize the significant opportunity
for growth that exists within our business."

Leap Wireless International, Inc. -- http://www.leapwireless.com/
-- headquartered in San Diego, Calif., is a customer-focused
company providing innovative mobile wireless services that are
targeted to meet the needs of customers who are under-served by
traditional communications companies.  With a commitment to
predictability, simplicity and value as the foundation of our
business, Leap pioneered Cricket service, a simple and affordable
wireless alternative to traditional landline service. Cricket
service offers customers unlimited anytime minutes within the
Cricket calling area over a high-quality, all-digital CDMA
network.

                        *     *     *

Moody's Investors Service affirmed the B1 corporate family rating
(formerly known as the senior implied rating) of Leap Wireless
International, Inc., and the B1 ratings on the senior secured
credit facilities of its principal subsidiary Cricket
Communications, Inc.  The outlook for these ratings remains
stable.  However, Moody's lowered Leap's speculative grade
liquidity rating to SGL-2 from SGL-1.

The affected ratings are:

Leap Wireless International, Inc.:

   * Corporate family affirmed at B1
   * Speculative Grade Liquidity downgraded to SGL-2 from SGL-1

Moody's said the rating outlook is stable.


MAYTAG CORP: Moody's Reviews Ba2 Sr. Implied & Sr. Unsec. Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Whirlpool Corp.
and its subsidiaries under review for possible downgrade and
revised its rating review of Maytag Corporation to direction
uncertain from review for possible downgrade.

On August 12, 2005, Maytag announced that it has endorsed
Whirlpool's $2.7 billion bid for 100% control of Maytag.  While
the terms of Whirlpool's offer have not been finalized, Moody's
expects that the bid will be financed with $1.7 billion split
equally between equity and debt plus the assumption of
approximately $1 billion of Maytag's debt.

The reviews will focus on:

   * the final structure of the financing package;

   * the integration and restructuring plan for Maytag; and

   * the projected operating and financial performances and cost
     saving synergies for the combined entity.

The reviews will also incorporate the historically strong brand
names of both Whirlpool and Maytag and assess how Whirlpool will
leverage the diverse brands, while maintaining key customer
relationships.

Specifically, the review of Whirlpool's ratings will consider the
likely increase in financial leverage as well as the significant
integration challenges stemming from the largely similar business
profiles of the two companies and the operating difficulties that
Maytag has experienced in recent years.  While Moody's expects
significant cost saving synergies in this transaction, to the
extent such synergies are not expected to materialize within the
near term,Whirlpool's debt ratings could be subject to multiple
notch downgrades.

The Maytag review will focus on the legal entity positioning of
Maytag within the Whirlpool organization and the potential for
subordination of Maytag's existing debt in Whirlpool's new capital
structure.  The review will also consider any credit support
provided by Whirlpool.  Maytag's ratings could come under
increasing downward pressure to the extent the transaction is
protracted and the operating performance of the company continues
to deteriorate.

Whirlpool's bid is contingent upon the receipt of certain
regulatory approvals and the consent of Maytag's shareholders.  In
the event that regulatory approval is not received, Whirlpool has
agreed to pay a reverse break-up fee of $120 million.  Whirlpool
has also agreed to pay a $40 million break-up fee to terminate the
merger agreement that exists between Triton Acquisition Company
and Maytag.

These ratings have been placed under review for possible
downgrade:

Whirlpool Corporation:

   * Senior debt rated Baa1
   * Subordinated debt rated Baa2
   * Senior Term Bank Loan Facilities rated Baa1
   * Senior shelf rating of (P) Baa1
   * Subordinated shelf rating of (P) Baa2
   * Commercial paper rating at P-2

Whirlpool Canada, Inc. (guaranteed by Whirlpool Corp.):

   * Commercial paper rating at P-2

Whirlpool Finance BV (guaranteed by Whirlpool Corp):

   * Commercial paper rating at P-2

Whirlpool Financial Corp.:

   * Preferred stock at Baa3.

These Maytag ratings have been placed under review direction
uncertain:

   * Senior Implied rating of Ba2
   * Senior unsecured rating of Ba2

Whirlpool Corporation, based in Benton Harbor, Michigan, is a
global manufacturer and marketer of home appliances under the:

   * Whirlpool,
   * KitchenAid,
   * Brastemp,
   * Bauknecht,
   * Consul, and
   * other brand names.

Maytag, based in Newton, Iowa is the third largest US-based
appliance company.  The corporation's primary brands are:

   * Maytag,
   * Hoover,
   * Jenn-Air,
   * Amana,
   * Dixie-Narco, and
   * Jade.


MEDIACOM BROADBAND: Moody's Rates New $300 Million Sr. Notes at B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Mediacom
Broadband LLC's proposed $300 million senior notes.  Moody's
anticipates Broadband will use proceeds to repay bank debt in the
short term and ultimately to repay more junior securities over
time.  Moody's views the proposed transaction as mostly neutral.
It will modestly alter Mediacom's capital structure but represents
no change in consolidated leverage, and Moody's does not consider
the increased reliance on Broadband senior notes sizable enough to
warrant a change in the notching of its securities off the
corporate family rating.  In Moody's view, the proposed
transaction enhances financial flexibility somewhat because it
effectively increases revolving credit facility availability and
extends the debt maturity profile, but the increased flexibility
comes at the cost of higher interest expense.

Moody's also affirmed Mediacom's B1 corporate family rating, which
reflects the company's high leverage (7.5 times debt-to-EBITDA),
operational challenges, and industry competition; offset somewhat
by meaningful asset coverage, an improving technological profile,
and solid liquidity.  The outlook remains stable.  A summary of
today's rating action and existing ratings:

Mediacom Broadband:

   * $300mm Senior Notes due August 2015 -- B2 assigned

   * $400mm 11% Senior Notes due July 2013 -- B2 affirmed

   * $600mm Sr. Secured Revolving Credit Facility -- Ba3 affirmed

   * $300mm Sr. Secured Term Loan A due March 2010 -- Ba3 affirmed

   * $500mm Sr. Secured Term Loan C due February 2014 -- Ba3
     affirmed

Mediacom Communications:

   * Corporate Family Rating -- B1 affirmed

   * $172.5mm 5.25% Convertible Senior Notes due July 2006 -- Caa1
     affirmed

Outlook - Stable

Mediacom LLC:

   * $400mm Sr Secured Revolving Credit Facility -- Ba3 affirmed

   * $200mm Sr Secured Term Loan A due September 2012 -- Ba3
     affirmed

   * $550mm Sr Secured Term Loan B due March 2013 -- Ba3 affirmed

   * $125 million of 7.875% Senior Unsecured Notes due 2011 --
     B3 affirmed

   * $500 million of 9.5% Senior Unsecured Notes due 2013 --
     B3 affirmed

Mediacom's B1 corporate family rating reflects:

   * the company's high financial leverage of 7.5 times debt-to-
     EBITDA and modest EBITDA coverage of interest (approximately
     2 times);

   * execution risk related to the rollout of telephony and
     continued efforts to drive penetration of advanced services
     (high speed data, video-on-demand, DVRs); and

   * sustained competition from direct broadcast satellite.

Mediacom's substantial subscriber loss of the past two years,
representing performance that lags peers, combined with reduced
pricing power in a competitive environment and high capital
expenditures to retain subscribers, will pressure its ability to
grow cash flow over the intermediate term, in Moody's view.

Mediacom's rating benefits, however, from:

   * the high loan-to-value coverage inherent in its incumbent
     cable assets;

   * the company's large size;

   * improving technological profile;

   * good liquidity; and

   * geographic diversification.

Notwithstanding the execution risk and expectations for modest
cash flow growth over the intermediate term, the anticipated
increase in penetration of new services has the potential to drive
incremental revenue and cash flow growth and improve asset returns
over the long term.  Management's commitment to refrain from any
increase in leverage prior to reducing outstanding debt to less
than 6 times EBITDA also supports the rating.

The Ba3 senior secured ratings on the bank facilities reflect the
effective and structural (by virtue of upstream subsidiary
guarantees) seniority of this debt to all the unsecured debt of
the company, even though the bank group holding this debt does not
benefit from a security interest in the company's assets (security
in stock only).  This senior-most debt class also benefits from a
still fairly large layer of junior capital beneath it in the form
of both public debt and common equity, although the bank debt
represents a considerable (slightly over half) portion of the
capital structure.

The B2 and B3 senior unsecured ratings for the intermediate
holding company notes of Broadband and LLC, respectively, reflect
their structural and effective subordination to the large
subsidiary bank credit facilities and all other claims at the
subsidiary level.  The proposed transaction represents a modest
increase in leverage at Mediacom's Broadband subsidiary, but
Moody's believes the higher quality of its assets relative to LLC
warrants the higher (B2) rating for the Broadband notes, and
Broadband's debt-to-EBITDA is likely to remain below LLC's.

As of the June quarter, LLC's basic subscriber penetration has
fallen to 50.0% of homes passed, compared to 53.2% for Broadband,
and Broadband's high speed data and digital penetration are also
higher.  Finally, the Caa1 rating for the convertible notes of the
ultimate parent company (Mediacom Communications) reflects its
junior most status.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.45 million subscribers in a
wide variety of small markets.  Mediacom LLC and Mediacom
Broadband are wholly-owned intermediate holding company
subsidiaries of Mediacom Communications.  The company maintains
its headquarters in Middletown, New York.


METCO PROPERTIES: Logan Russack Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Logan Russack, L.L.C., the successor agent for secured creditors
of Metco Properties, Inc., asks the U.S. Bankruptcy Court for the
District of Arizona to convert the Debtor's chapter 11 case to a
chapter 7 liquidation proceeding.

Logan Russack informs the Court that the Debtor has no revenue for
two years, unable to pay prepetition or postpetition debts and its
inability to restructure its financial affairs or propose a
confirmable Chapter 11 plan of reorganization.

Moreover, the bankruptcy case was filed simply to delay Logan's
foreclosure and forum shop for a Court which will hear the
allegations against Logan's predecessor, Cambridge Capital, Inc.,
regarding loans to a third party.

Logan Russack also explains that the grounds for conversion under
section 1112(b) of the Bankruptcy Code are present in this case:

   1) Metco generates no income, therefore, it will continue to
      lose or cause a diminution of the estate, and there is no
      reasonable likelihood that it will be able to rehabilitate
      its business affairs;

   2) Metco's failure by and inability to generate income will
      cause an unreasonable delay which is prejudicial to the
      creditors, including Logan; and

   3) Metco is unable to effectuate a Chapter 11 plan and pay
      creditors through a plan due to its inability to earn
      revenue.

Headquartered in Avondale, Arizona, Metco Properties, Inc., and
James Thomas & Sheila Sue Mattingly filed for chapter 11
protection on June 8, 2005 (Bankr. D. Ariz. Case No. 05-10372).
Dennis J. Wortman, Esq., at Dennis J. Wortman, P.C., in Phoenix,
Arizona, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
estimated assets between $500,000 to $10 million and debts between
$1 million to $50 million.


MIRANT CORP: Court Rules on Wachovia & CSFB Claim Disputes
----------------------------------------------------------
As previously reported, Mirant Corporation and its debtor-
affiliates filed requests for partial summary judgment relating to
alleged administrative claims, subrogation claims, and
reimbursement claims and interests in certain drawn Letter of
Credit proceeds, asserted by Wachovia Bank, N.A., and Credit
Suisse First Boston, individually and as Agents pursuant to a
Four-Year Credit Agreement.

The Bankruptcy Court, after a hearing on February 18, 2005, took
the issues of res judicata, subrogation, and equitable reversion
under advisement.  However, at the parties' request, the Court
postponed consideration of the issues while negotiations toward
settlement were in progress.  The parties were unable to reach a
settlement.

Consequently, Judge Lynn, in a 12-page Memorandum Opinion and
Order, addressed the Debtors' summary judgment requests and
related extension orders.

A full-text copy of the Memorandum Opinion is available for free
at http://bankrupt.com/misc/memopinion.pdf

                           Res Judicata

Judge Lynn agrees with the contention of Wachovia and CSFB that
because the issues of subrogation were not addressed by the
Court's extension orders, the doctrine of res judicata does not
apply.  "The doctrine of res judicata, or claim preclusion,
forecloses relitigation of claims that were or could have been
raised in a prior action."

Judge Lynn notes that four elements must be met for a claim to be
barred by the doctrine of res judicata:

    1. the parties in both the prior suit and current suit must be
       identical;

    2. a court of competent jurisdiction must have rendered the
       prior judgment;

    3. the prior judgment must have been final and on the merits;
       and

    4. the plaintiff must raise the same cause of action in both
       suits.

Assuming that the first two elements of the res judicata test
have been met, Judge Lynn disagrees that:

    (1) the Extension Orders rendered final judgment on the merits
        of Wachovia and CSFB's subrogation claims; or

    (2) Wachovia and CSFB must have raised subrogation claims in
        connection with the Extension Orders.

"The court is not convinced, as urged by Debtors, that Mirant's
reimbursement obligations pursuant to the Extension Orders
encompass 'all forms of reimbursement claims, including
subrogation claims,'" Judge Lynn says.

Judge Lynn concludes that the Extension Orders must be
interpreted in light of the provisions of the Bankruptcy Code
then in effect.  "The plain language of the [Bankruptcy] Code
makes specific distinctions among reimbursement, contribution,
and subrogation."

Because the Extension Orders may have been subject to differing
interpretations, Judge Lynn does not believe that Wachovia and
CSFB should be penalized if they reasonably relied on the Court's
Extension Orders as entered.

Accordingly, Judge Lynn finds that the Debtors have failed to
show that the doctrine of res judicata bars Wachovia and CSFB
from pursuing any subrogation claims.

                            Subrogation

The Debtors argue that Wachovia and CSFB are precluded from
asserting subrogation claims because:

    (1) the Letters of Credit incorporate the Uniform Customs and
        Practices for Documentary Credits of the International
        Chamber of Commerce, which preempt application of nearly
        all of the New York Uniform Commercial Code;

    (2) subrogation is inconsistent with the independence
        principle; and

    (3) Section 509 of the Bankruptcy Code preempts state law
        doctrines of subrogation and is the sole means by which a
        creditor may assert subrogation rights in bankruptcy.

Wachovia and CSFB respond by arguing that:

    (1) Section 5-117 of the Uniform Commercial Code rejects the
        previous majority view that subrogation should be
        unavailable in the L/C context;

    (2) although the independence principle ensures payment of an
        L/C draw, the independence principle ceases to apply once
        payment has been made;

    (3) the UCP does not preclude the assertion of subrogation
        rights;

    (4) ambiguity exists with regard to whether Wachovia and CSFB
        are "liable with the debtor on" or "codebtors" as required
        under Section 509(a) and that the ambiguity must be
        resolved by reference to the New York Uniform Commercial
        Code; and

    (5) even if subrogation is unavailable under Section 509(a),
        claims for equitable subrogation may still be asserted.

The parties agree that amendments to the NYUCC cannot change the
Bankruptcy Code and that the plain meaning of the Code should
prevail.  However, the parties dispute what constitutes the
"plain meaning" of Section 509(a).

Judge Lynn agrees that Section 509's meaning is at best opaque.

Moreover, Judge Lynn averred that it is not apparent whether
Wachovia and CSFB must make an election of remedies between:

    (1) asserting a claim pursuant to the Credit Agreement and the
        L/C Agreement; or

    (2) assuming, through subrogation, the position of the parties
        drawing on the L/Cs.

Because genuine issues of material fact exist with regard to the
existence and extent of Wachovia and CSFB's rights of
subrogation, and because the Court must make all justifiable
inferences in favor of the nonmoving party (Wachovia and CSFB),
summary judgment, Judge Lynn concludes, is inappropriate.

                        Equitable Reversion

Judge Lynn disagrees with Wachovia and CSFB's assertion that:

    -- various L/C beneficiaries drew down on the L/Cs, not
       because of payment default but because of impending
       expiration, and then either gave all of the proceeds to
       the Debtors or agreed with the Debtors to split those
       proceeds; and

    -- they should recover the Proceeds drawn against the L/Cs
       based on the doctrine of equitable reversion because the
       Proceeds were not applied against amounts owed by the
       Debtors to the beneficiaries.

Moreover, Judge Lynn notes that Wachovia and CSFB acknowledged:

    * at the hearing held February 18, 2005, that they drafted the
      L/Cs and related documents;

    * that the "beneficiary of the [L/C] has an unfettered right
      to make a draw";

    * that they "can't point to a provision [Debtors and
      beneficiaries] are breaching"; and

    * "this is not necessarily wrong as a matter of law."

Because the credit documents do not restrict (x) draws made
against the L/Cs based on impending expiration and (y) the
beneficiaries' application of the Proceeds once drawn, Judge Lynn
prohibits Wachovia and CSFB from asserting reversionary interest
in the Proceeds.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants to Pay Mirant Sugar's Prepetition Taxes
----------------------------------------------------------
Mirant Sugar Creek, LLC, an indirect subsidiary of Mirant
Corporation, owns and operates a natural gas-powered electrical
generating plant, in Vigo County, Indiana.  Mirant has sought and
obtained approval from Vigo County to establish and designate the
area as an Economic Revitalization Area for a ten-year period.

An ERA is an area "which has become undesirable for, or
impossible of, normal development and occupancy because of a lack
of development, cessation of growth, deterioration of
improvements or character of occupancy, age, obsolescence,
substandard buildings, or other factors which have impaired
values or prevent a normal development of property or use of
property."

Because the Sugar Creek facility was constructed in an ERA, Vigo
County was able to grant a ten-year tax abatement on certain
property taxes that would otherwise accrue on both the real
estate improvements and equipment on the Sugar Creek facility.

The Debtors estimate $27 million in benefits derived from the tax
abatement.

According to Ian T. Peck, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, in accordance with Section 6-1.1-12.1-3(a)(2) of
Indiana Code, the maintenance of the tax abatement was
conditioned in part on the creation and preservation of a certain
number of full-time jobs at certain salary levels, based on the
level of completion of the Sugar Creek Facility.
Notwithstanding that requirement, as a result of the eroding
energy market in 2001, Sugar Creek was unable to employ the
number of full-time employees required to fulfill its obligations
to maintain the tax abatement.

Mr. Peck relates that as a result of that failure, Sugar Creek
was at risk of losing the ERA designation and, consequently, the
tax abatement.  Sugar Creek have not filed certain reports
required to maintain the ERA deductions on new manufacturing
equipment for the March 2004 assessment, Mr. Peck adds.

As a consequence of the commencement of Sugar Creek's Chapter 11
case, it did not pay Vigo County $376,703 for property taxes due
for the tax years 2002 and 2003.

Recognizing the risk of potential loss of the benefits, the
Debtors approached Vigo County to obtain concessions in exchange
for seeking authority to pay the prepetition taxes.  Mr. Peck
notes that as a result, Vigo County made several significant
concessions in favor of Sugar Creek.  Vigo County further
resolved:

    a. to reduce the number of employees required in maintaining
       the ERA designation and tax abatement benefits to a level
       that is maintainable; and

    b. to accept Sugar Creek's late-filed ERA deduction
       application as timely.

Mr. Peck believes that because of the concessions, any danger of
Sugar Creek losing the ERA designation and the tax abatement is
eliminated.  But in the event that the Debtors do not pay the
prepetition taxes, Vigo County may rescind the Resolutions,
thereby placing Sugar Creek at risk of losing the ERA, Mr. Peck
points out.

Thus, the Debtors seek the Court's permission to pay Sugar
Creek's prepetition taxes.

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)


MOHAMED ALI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mohamed Shaffin Ali
        311 Pine Haven
        Houston, Texas 77024

Bankruptcy Case No.: 05-42695

Chapter 11 Petition Date: August 15, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Dean W. Ferguson, Esq.
                  Adams & Reese, LLP
                  1221 McKinney, Suite 4400
                  Houston, Texas 77010
                  Tel: (713) 308-0385
                  Fax: (713) 652-5152

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


NANNACO INC: Convertible Debenture Holders Deliver Default Notice
-----------------------------------------------------------------
Holders of Nannaco, Inc. (OTC BB: NNNC) 2003 convertible
debentures issued a notice of default to Nannaco, Divine Capital
Markets LLC, a registered broker dealer located in New York, New
York, said.

The debentures are convertible by the holders on demand into
Nannaco common stock at a 25% discount to the lowest closing bid
price of the 20 trading days immediately preceding the date of
conversion.  Divine Capital Markets LLC acted as Nannaco's
placement agent in connection with the issuance of the debentures.
Divine Capital is making this news release to ensure that the
issuance to Nannaco of a notice of default is publicly disclosed.

Nannaco, Inc., provided surface cleaning, surface protection,
surface restoration, and other services to commercial businesses,
as well as to the owners of historical buildings.  The Company
operated in the past under the trade name of Surface Pro in order
to align the name of the company with its principal business
activity.

Until September of 2003, Nannaco focused on surface cleaning,
surface protection and restoration.  However, sales from these
products were not sufficient to enable the company to continue
operations. In September of 2003, the Company changed its strategy
due to poor operating conditions and operating results coupled
with difficulties in raising capital through debt and equity
sources.  The Company adopted a new strategy during the fiscal
fourth quarter of 2003 that committed to the disposal of its
current business and to seek a merger or acquisition transaction
with a Company having better financial resources.  As of September
of 2003, the Company ceased all operating activities and has
disposed of most of its assets.  The Company has entered a new
development phase, while formulating a plan to improve its
financial position.


NATIONAL CENTURY: Releases Docs to U.S. Attorney for the S.D. Ohio
------------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates and the Unencumbered Assets Trust, the Debtors'
successor-in-interest, and its trustee, Erwin I. Katz, Ltd., and
Kaye Scholer LLP, consent to the release of certain documents to
the United States Attorney's Office for the Southern District of
Ohio.  The Documents have previously been produced by Kaye Scholer
in response to the Debtors' Rule 2004 Subpoena dated May 13, 2004.

The U.S. Attorney's Office covenants that it will treat all
documents produced to it pursuant to the secrecy requirements,
disclosure prohibitions and protections of Rule 6(e) of the
Federal Rules of Criminal Procedure as interpreted by the Sixth
Circuit.

As reported in the Troubled Company Reporter on Jan. 7, 2005, the
U.S. Bankruptcy Court for the District of Ohio approves protective
agreements entered into by the Debtors and nine additional
individuals and entities:

    (1) Lance K. Poulsen,
    (2) Barbara L. Poulsen,
    (3) KULD Partners,
    (4) Intercontinental Investment Associates,
    (5) Healthcare Capital LLC,
    (6) Flohaz Partners LLC,
    (7) South Atlantic Investments, LLC,
    (8) Thor Capital Holdings LLC, and
    (9) Kachina Inc.

The agreements were necessary to protect the confidentiality of
certain documents and information produced by the Entities in
response to the Subpoena and Orders issued by various courts in
connection with Rule 2004 discovery.

The parties agree that the Debtors will use all non-public
material solely for the investigation, prosecution or defense of
lawsuits by, on behalf of, or against the Debtors' estates.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004.  Paul E. Harner, Esq., at Jones Day, represents the
Debtors.  When it filed for bankruptcy, National Century listed
$3,800,000,000 in assets and $3,600,000,000 in debts.


NATIONAL R.V.: Closes New 3-Year Loan with UPS & Wells Fargo
------------------------------------------------------------
National R.V. Holdings, Inc. (NYSE: NVH) closed on a new three-
year asset-based revolving credit facility with UPS Capital
Corporation and Wells Fargo Bank.  The amount of the new facility,
which expires on Aug. 12, 2008, provides for a revolving credit
facility in the initial amount of $25 million, with a standby
letter of credit sub-limit of $8 million.  The facility also
includes a provision whereby NVH can increase the amount of the
facility, in $5 million increments, to a total of $40 million.

Amounts available under the Credit Facility will depend on certain
specified percentages of the Borrowers' eligible accounts
receivable and inventory.  The Credit Agreement replaces the
Company's existing Loan and Security Agreement dated as of
Aug. 28, 2002, with UPS.

Borrowings under the Credit Facility will bear interest at either:

   (1) the London interbank offering rate, plus a margin rate
       ranging from 1.50% to 2.50%; or

   (2) a base rate which is either:

      (x) the prime rate or

      (y) the federal funds rate plus 0.50%, plus a margin rate
          ranging from 0% to 0.50%.

The margin rates are based on certain leverage ratios, as provided
in the Credit Facility.  The Borrowers are subject to compliance
with certain financial covenants set forth in the Credit Facility,
including:

   -- maintenance of a leverage ratio and a fixed charge coverage
      ratio; and

   -- limitations on capital expenditures.

Borrowings under the Credit Facility will be used to refinance the
Borrowers' existing indebtedness with UPS and to provide general
working capital.  The Credit Facility will be secured by a first
priority, senior security interest in substantially all the
personal property, excluding real estate, of the Company and its
subsidiaries.

                   Going Concern Qualification

In light of the Company's continuing losses and the overall
industry decline, the Company is continuing to assess its ongoing
liquidity and ability to continue to operate as a going-concern.
In this regard, the liquidity provided by the Company's new credit
facility would not be affected by an independent auditor's opinion
that could include an explanatory paragraph expressing substantial
doubt about the Company's ability to continue as a going concern.

The Company is currently addressing this issue and finalizing its
consolidated financial statements and Form 10-K for the fiscal
year ended December 31, 2004 and will file this Form 10-K and the
Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005
as soon as practicable.

                     Financial Restatements

On Apr. 1, 2005, the Company disclosed that it was restating its
previously reported financial information and that it was in the
process of finalizing its review of the Company's 2004 financial
statements and assessing its internal controls over financial
reporting.  While undergoing this review, the Company determined
that an additional restatement is required in order to reflect the
restatement of certain dealer sales incentives, which include:

   -- rebates and floorplan interest reimbursement paid to dealers
      to promote the sale of product; and

   -- retail sales incentives paid directly to dealer retail
      salespersons to promote the sale of the product and the
      return of sale and warranty information.

As a result, the statements of operations for the three and six-
months ended June 30, 2004, have been restated to reclassify these
sales incentives from selling expenses to a reduction of revenue,
as required by generally accepted accounting principles.  As a
result of this restatement, net sales, gross profit and selling
expenses for the three and six-months ended June 30, 2004
presented in the accompanying statements of operations have been
reduced by $0.5 million and $1.1 million, respectively, from what
was previously reported.  This adjustment has no impact on net
(loss) income as previously reported.

Also, the Company reported that it will restate its previously
issued financial statements for 2002 and financial information for
the fiscal years 2001 and 2000 in its Form 10-K for the year ended
December 31, 2004, to correct an error in the accounting for
workers' compensation self-insured reserves.  The Company will
also restate its financial statements for the third quarter of
2004 by amending its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004, and will adjust previously announced
fourth quarter financial information to correct for an error in
the timing of recognizing revenue.

                        Sarbanes-Oxley

On July 28, 2005, the Company incorrectly reported that it would
record a non-cash charge $8 million to establish a full valuation
allowance against its December 31, 2004 net deferred tax asset in
its December 31, 2004 Form 10-K which has not yet been filed.  The
$8 million charge represented a full valuation reserve on the tax
benefit for the net operating loss carryforwards.  On Aug. 5,
2005, the Company disclosed that the amount of the non-cash charge
was subsequently adjusted to $11.1 million and includes all of the
Company's deferred tax assets at December 31, 2004.  The Company
has determined that this tax accounting error constituted a
material weakness in its financial reporting process and will
include this material weakness in its Form 10-K at December 31,
2004 along with the following other material weaknesses identified
to date:

   1. Insufficient personnel resources and technical expertise
      within its accounting function -- The Company did not
      maintain effective controls over the financial reporting
      process at its NRV division and at corporate because of
      insufficient personnel resources and technical expertise
      within the accounting function.  This material weakness
      contributed to three individual material weaknesses:

      (a) errors in the preparation and review of schedules and
          reconciliations supporting certain general ledger
          account balances.  As a result, errors were not detected
          in certain accrued liability accounts, including sales
          and marketing, warranty, legal and workers'
          compensation, and the related income statement accounts,
          including cost of goods sold, selling and general and
          administrative expenses at the NRV division;

      (b) inadequate financial statement disclosures, primarily
          related to the sale of a division and capital leases
          were not identified by the corporate accounting staff;
          and

      (c) accounting cutoff errors primarily related to marketing
          accrued expenses and an inability to properly and timely
          account for capital leases entered into during the year
          were not identified at the NRV division.  This control
          deficiency resulted in audit adjustments to the 2004
          annual consolidated financial statements affecting
          accrued liabilities, property, plant and equipment, and
          the related income statement accounts, primarily cost of
          goods sold, selling, general  and administrative,
          amortization and interest.

      Insufficient personnel resources and technical expertise
      also contributed to the other material weaknesses discussed
      below.  Additionally, these control deficiencies could
      result in misstatements in the aforementioned accounts that
      would result in a material misstatement to the annual or
      interim consolidated financial statements that would not be
      prevented or detected.

   2. Revenue recognition -- The Company's NRV division did not
      maintain effective controls over the timing of the revenue
      recognition related to the sale of certain motorhomes.
      Specifically, under a deferred payment arrangement the
      Company held the manufacturer's certificate of origin as
      security for payment.  This control deficiency resulted in
      the restatement of the Company's third quarter 2004
      consolidated financial statements to correct the timing of
      revenue recognition.  This control deficiency also resulted
      in audit adjustments to the 2004 annual consolidated
      financial statements.  Additionally, this control deficiency
      could result in a misstatement of revenue and deferred
      revenue that would result in a material misstatement to the
      annual or interim consolidated financial statements that
      would not be prevented or detected.

   3. Accounting for sales incentives -- The Company did not
      maintain effective controls over the accounting for sales
      incentives.  Specifically, certain sales incentive programs
      which are paid directly to the dealer or dealers' sales
      representatives were improperly classified as selling
      expenses and should have been classified as a reduction of
      revenue.  This control deficiency resulted in the
      restatement of the Company's 2003 and 2002 consolidated
      financial statements.  This control deficiency also resulted
      in audit adjustments to the 2004 annual consolidated
      financial statements.  Additionally, this control deficiency
      could result in a misstatement of revenue and selling
      expenses that would result in a material misstatement to the
      annual or interim consolidated financial statements that
      would not be prevented or detected.

   4. Physical inventory process -- The Company did not maintain
      effective controls over the accuracy of the physical
      inventory process at its NRV division.  Specifically, the
      NRV division did not have controls to ensure all of the
      individuals involved in the physical inventory count were
      properly trained and supervised and that discrepancies
      between quantities counted and the accounting records were
      properly investigated.  Further, the NRV division did not
      have controls to ensure the accounting records were adjusted
      to reflect the actual quantities counted during the physical
      inventory process.  This control deficiency resulted in an
      audit adjustment to the fourth quarter 2004 annual
      consolidated financial statements.  Additionally, this
      control deficiency could result in a misstatement of
      inventory and cost of goods sold that would result in a
      material misstatement to the annual or interim consolidated
      financial statements that would not be prevented of
      detected.

   5. Unrestricted access to programs and data -- The Company did
      not maintain effective controls over access to certain
      financial application programs and data at its NRV division.
      Specifically, there were instances in which information
      technology personnel and users with accounting and reporting
      responsibilities had access to financial accounting
      application programs and data that was incompatible with
      their functional business requirements.  Further, the
      activities of these individuals were not subject to
      independent monitoring.  These control deficiencies applied
      to certain systems and processes including the financial
      statement preparation, human resources, payroll, purchasing,
      receiving and revenue and billing.  These control
      deficiencies did not result in an adjustment to the 2004
      interim or annual consolidated financial statements.
      However, these control deficiencies could result in a
      misstatement to financial statement accounts that would
      result in a material misstatement to the annual or interim
      consolidated financial statements that would not be
      prevented or detected.

The existence of one or more material weaknesses as of Dec. 31,
2004, would preclude a conclusion that the Company's internal
control over financial reporting was effective as of that date.
Upon completion of its assessment, management expects to conclude
that the Company did not maintain effective internal control over
financial reporting as of Dec. 31, 2004, based on criteria set
forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control -- Integrated Framework.  The
Company also expects that the report of its independent registered
public accounting firm will contain an adverse opinion on the
effectiveness of the Company's internal control over financial
reporting as of December 31, 2004.

Management's evaluation of its internal control over financial
reporting as of December 31, 2004 is not complete.  Upon
completion of its ongoing evaluation of internal control over
financial reporting the Company may identify additional control
deficiencies, and those deficiencies, alone or in combination with
others, may be considered additional material weaknesses.

National R.V. Holdings, Inc., through its two wholly owned
subsidiaries, National RV, Inc. (NRV) and Country Coach, Inc.
(CCI), is one of the nation's leading producers of motorized
recreation vehicles.  NRV is located in Perris, California where
it produces Class A gas and diesel motor homes under model names
Dolphin, Islander, Sea Breeze, Tradewinds and Tropi-Cal.  CCI is
located in Junction City, Oregon where it produces high-end Class
A diesel motor homes under the model names Affinity, Allure,
Inspire, Intrigue, Lexa and Magna, and bus conversions under the
Country Coach Prevost brand.


NATIONAL R.V.: Reports Preliminary Financial 2nd Quarter Results
----------------------------------------------------------------
National R.V. Holdings, Inc. (NYSE: NVH) reported preliminary
financial results for the second quarter ended June 30, 2005.

Net sales grew 3% to $123.2 million in the second quarter ended
June 30, 2005, from $119.3 million in the second quarter of 2004.
For the six months ended June 30, 2005, net sales increased 12% to
$248.9 million, from $222.4 million in the first half of 2004.

The Company recorded a net loss of $5.4 million for the second
quarter, compared with net income of $2.5 million in the same
period in 2004.  For the six months ended June 30, 2005, the
Company reported a $6.9 million net income, compared with a $3.2
million net income for the same period in 2004.  As previously
announced, the Company will record a non-cash charge of $11.1
million in its December 31, 2004 Form 10-K, which has not yet been
filed, to establish a full valuation allowance against its
December 31, 2004 deferred tax asset.  Accordingly, the 2005
second quarter and year-to-date results do not include an income
tax benefit.

The Company's gross profit margin was 1.7% in the second quarter
of 2005 and 3.1% in the first half of 2005 compared with 8.1% and
7.5% in the same periods of 2004, respectively.  The benefit of
higher sales was more than offset by higher sales incentives and
overhead costs.

"This quarter's net sales increase marks National's eighth
consecutive quarter with year-over-year increases," said Brad
Albrechtsen, National R.V. Holdings' president and chief executive
officer.  "However, as industry-wide demand for Class A motorhomes
weakened, these sales increases were achieved at the expense of
higher discounts and incentives on our lower priced gasoline-
powered and diesel motor homes.  Consequently, we are maintaining
reduced production rates on these products.  We are encouraged,
however, by the relatively robust demand that we have seen for our
highline products in our operations at Junction City, Oregon."

Operating expenses for the second quarter of 2005 were
$7.2 million, or 5.8% of net sales, and $14.1 million, or 5.7% of
sales, for the first half of 2005, which compares to $5.7 million,
or 4.8% of net sales, for the second quarter of 2004 and $10.9
million, or 4.9% of net sales, for the first half of 2004.  Higher
selling and marketing expenses, the new dealer marketing programs,
higher audit and professional fees as well as higher costs related
to compliance with the Sarbanes-Oxley Act, including increased
personnel expenses, were the major contributors to the higher
operating costs for the quarter.

In September 2004, the Company sold its travel trailer business,
which is presented as a discontinued operation for the three and
six months ended June 30, 2004.  Additionally, as further
discussed below, prior year results have been restated to correct
several accounting errors.

Under development are several new products designed to augment
NVH's product offering to appeal to a broader market and enhance
its dealers' competitive advantage in the marketplace.  A new
entry-level Class A motorhome is expected to be previewed by
consumers and dealers in the Fall, with production expected to
commence in the fourth quarter of 2005.  Two new diesel pushers
are also under development and will provide a broader array of
highline diesel products that are currently in high demand.

                    Financial Restatements

On Apr. 1, 2005, the Company disclosed that it was restating its
previously reported financial information and that it was in the
process of finalizing its review of the Company's 2004 financial
statements and assessing its internal controls over financial
reporting.  While undergoing this review, the Company determined
that an additional restatement is required in order to reflect the
restatement of certain dealer sales incentives, which include:

   -- rebates and floorplan interest reimbursement paid to dealers
      to promote the sale of product; and

   -- retail sales incentives paid directly to dealer retail
      salespersons to promote the sale of the product and the
      return of sale and warranty information.

As a result, the statements of operations for the three and six-
months ended June 30, 2004, have been restated to reclassify these
sales incentives from selling expenses to a reduction of revenue,
as required by generally accepted accounting principles.  As a
result of this restatement, net sales, gross profit and selling
expenses for the three and six-months ended June 30, 2004
presented in the accompanying statements of operations have been
reduced by $0.5 million and $1.1 million, respectively, from what
was previously reported.  This adjustment has no impact on net
(loss) income as previously reported.

Also, the Company reported that it will restate its previously
issued financial statements for 2002 and financial information for
the fiscal years 2001 and 2000 in its Form 10-K for the year ended
December 31, 2004, to correct an error in the accounting for
workers' compensation self-insured reserves.  The Company will
also restate its financial statements for the third quarter of
2004 by amending its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004, and will adjust previously announced
fourth quarter financial information to correct for an error in
the timing of recognizing revenue.

                        Sarbanes-Oxley

On July 28, 2005, the Company incorrectly reported that it would
record a non-cash charge $8 million to establish a full valuation
allowance against its December 31, 2004 net deferred tax asset in
its December 31, 2004 Form 10-K which has not yet been filed.  The
$8 million charge represented a full valuation reserve on the tax
benefit for the net operating loss carryforwards.  On Aug. 5,
2005, the Company disclosed that the amount of the non-cash charge
was subsequently adjusted to $11.1 million and includes all of the
Company's deferred tax assets at December 31, 2004.  The Company
has determined that this tax accounting error constituted a
material weakness in its financial reporting process and will
include this material weakness in its Form 10-K at December 31,
2004 along with the following other material weaknesses identified
to date:

   1. Insufficient personnel resources and technical expertise
      within its accounting function -- The Company did not
      maintain effective controls over the financial reporting
      process at its NRV division and at corporate because of
      insufficient personnel resources and technical expertise
      within the accounting function.  This material weakness
      contributed to three individual material weaknesses:

      (a) errors in the preparation and review of schedules and
          reconciliations supporting certain general ledger
          account balances.  As a result, errors were not detected
          in certain accrued liability accounts, including sales
          and marketing, warranty, legal and workers'
          compensation, and the related income statement accounts,
          including cost of goods sold, selling and general and
          administrative expenses at the NRV division;

      (b) inadequate financial statement disclosures, primarily
          related to the sale of a division and capital leases
          were not identified by the corporate accounting staff;
          and

      (c) accounting cutoff errors primarily related to marketing
          accrued expenses and an inability to properly and timely
          account for capital leases entered into during the year
          were not identified at the NRV division.  This control
          deficiency resulted in audit adjustments to the 2004
          annual consolidated financial statements affecting
          accrued liabilities, property, plant and equipment, and
          the related income statement accounts, primarily cost of
          goods sold, selling, general  and administrative,
          amortization and interest.

      Insufficient personnel resources and technical expertise
      also contributed to the other material weaknesses discussed
      below.  Additionally, these control deficiencies could
      result in misstatements in the aforementioned accounts that
      would result in a material misstatement to the annual or
      interim consolidated financial statements that would not be
      prevented or detected.

   2. Revenue recognition -- The Company's NRV division did not
      maintain effective controls over the timing of the revenue
      recognition related to the sale of certain motorhomes.
      Specifically, under a deferred payment arrangement the
      Company held the manufacturer's certificate of origin as
      security for payment.  This control deficiency resulted in
      the restatement of the Company's third quarter 2004
      consolidated financial statements to correct the timing of
      revenue recognition.  This control deficiency also resulted
      in audit adjustments to the 2004 annual consolidated
      financial statements.  Additionally, this control deficiency
      could result in a misstatement of revenue and deferred
      revenue that would result in a material misstatement to the
      annual or interim consolidated financial statements that
      would not be prevented or detected.

   3. Accounting for sales incentives -- The Company did not
      maintain effective controls over the accounting for sales
      incentives.  Specifically, certain sales incentive programs
      which are paid directly to the dealer or dealers' sales
      representatives were improperly classified as selling
      expenses and should have been classified as a reduction of
      revenue.  This control deficiency resulted in the
      restatement of the Company's 2003 and 2002 consolidated
      financial statements.  This control deficiency also resulted
      in audit adjustments to the 2004 annual consolidated
      financial statements.  Additionally, this control deficiency
      could result in a misstatement of revenue and selling
      expenses that would result in a material misstatement to the
      annual or interim consolidated financial statements that
      would not be prevented or detected.

   4. Physical inventory process -- The Company did not maintain
      effective controls over the accuracy of the physical
      inventory process at its NRV division.  Specifically, the
      NRV division did not have controls to ensure all of the
      individuals involved in the physical inventory count were
      properly trained and supervised and that discrepancies
      between quantities counted and the accounting records were
      properly investigated.  Further, the NRV division did not
      have controls to ensure the accounting records were adjusted
      to reflect the actual quantities counted during the physical
      inventory process.  This control deficiency resulted in an
      audit adjustment to the fourth quarter 2004 annual
      consolidated financial statements.  Additionally, this
      control deficiency could result in a misstatement of
      inventory and cost of goods sold that would result in a
      material misstatement to the annual or interim consolidated
      financial statements that would not be prevented of
      detected.

   5. Unrestricted access to programs and data -- The Company did
      not maintain effective controls over access to certain
      financial application programs and data at its NRV division.
      Specifically, there were instances in which information
      technology personnel and users with accounting and reporting
      responsibilities had access to financial accounting
      application programs and data that was incompatible with
      their functional business requirements.  Further, the
      activities of these individuals were not subject to
      independent monitoring.  These control deficiencies applied
      to certain systems and processes including the financial
      statement preparation, human resources, payroll, purchasing,
      receiving and revenue and billing.  These control
      deficiencies did not result in an adjustment to the 2004
      interim or annual consolidated financial statements.
      However, these control deficiencies could result in a
      misstatement to financial statement accounts that would
      result in a material misstatement to the annual or interim
      consolidated financial statements that would not be
      prevented or detected.

The existence of one or more material weaknesses as of Dec. 31,
2004, would preclude a conclusion that the Company's internal
control over financial reporting was effective as of that date.
Upon completion of its assessment, management expects to conclude
that the Company did not maintain effective internal control over
financial reporting as of Dec. 31, 2004, based on criteria set
forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control -- Integrated Framework.  The
Company also expects that the report of its independent registered
public accounting firm will contain an adverse opinion on the
effectiveness of the Company's internal control over financial
reporting as of December 31, 2004.

Management's evaluation of its internal control over financial
reporting as of December 31, 2004 is not complete.  Upon
completion of its ongoing evaluation of internal control over
financial reporting the Company may identify additional control
deficiencies, and those deficiencies, alone or in combination with
others, may be considered additional material weaknesses.

National R.V. Holdings, Inc., through its two wholly owned
subsidiaries, National RV, Inc. (NRV) and Country Coach, Inc.
(CCI), is one of the nation's leading producers of motorized
recreation vehicles.  NRV is located in Perris, California where
it produces Class A gas and diesel motor homes under model names
Dolphin, Islander, Sea Breeze, Tradewinds and Tropi-Cal.  CCI is
located in Junction City, Oregon where it produces high-end Class
A diesel motor homes under the model names Affinity, Allure,
Inspire, Intrigue, Lexa and Magna, and bus conversions under the
Country Coach Prevost brand.


NEWS CORP: Board Extends Stockholders Rights Plan to Nov. 2007
--------------------------------------------------------------
News Corporation's Board of Directors has determined to extend the
expiration date of the Company's stockholder rights plan for an
additional two-year period.

The rights plan, which was originally adopted on November 8, 2004,
was scheduled to expire by its terms on November 8, 2005.  One
reason for the initial adoption of the rights plan was Liberty
Media Corporation's decision to enter into arrangements to acquire
substantial amounts of News Corporation's voting stock without
prior discussions with, or notice to, News Corporation.

As Liberty continues to own approximately 18% of the Company's
Class B Common Stock, and to prevent potential future acquisitions
of significant amounts of News Corporation voting stock by Liberty
without consultation with the Board, the Board has determined to
extend the expiration of the stockholder rights plan until Liberty
Media Corporation and the Company reach a favorable resolution
with respect to Liberty's ownership stake.  In that event, the
Board of Directors expects to redeem the existing stockholder
rights plan and will also consider eliminating the Company's
classified board structure.

A full-text copy of the Amendment to the Rights Agreement is
available for free at http://ResearchArchives.com/t/s?d7

News Corporation is a diversified international media and
entertainment company with operations in eight industry segments:
filmed entertainment; television; cable network programming;
direct broadcast satellite television; magazines and inserts;
newspapers; book publishing; and other.  The activities of News
Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the
Pacific Basin.

                         *     *     *

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


NORTEL NETWORKS: Inks Joint Venture Pact with LG Electronics
------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) and LG Electronics (KSE:06657)
signed a definitive agreement to form a joint venture that will
offer telecom and networking solutions in the wireline, optical,
wireless and enterprise areas for South Korean and global
customers.

The agreement was signed in Seoul, South Korea by S.S. Kim, chief
executive officer and vice-chairman of LG Electronics and Bill
Owens, vice-chairman and chief executive officer of Nortel.  The
joint venture will be tentatively named LG-Nortel Co. Ltd.  This
entity will combine the telecommunication infrastructure business
of LG Electronics and the distribution and service business of
Nortel in South Korea.

The LG-Nortel joint venture will support the strategies of both
companies for ongoing development of leading-edge wireline,
optical, wireless and enterprise communications and networking
solutions to ignite and power global commerce.  It will also
reflect the companies' commitment to leveraging best-in-class
resources and expertise by joining forces with leading players in
key markets, while harnessing the technology leadership of South
Korea.

"Today is another milestone for Nortel as we continue to
demonstrate our commitment to open up the Asia region with a best-
in-class technology leader," Mr. Owens said.  "South Korea leads
the world in embracing technology that enhances the human
experience. Our relationship with LG better positions Nortel in
the dynamic and growing Asia market, will expedite research and
development, and will benefit our global customers. Nortel is
clearly playing to win."

"LG Electronics' R&D excellence coupled with Nortel's global
presence will make this joint venture a top-ranking player in the
telecommunications equipment market," Kim said. "Our relationship
will further strengthen the two companies' collaboration in
setting standards for next generation infrastructure and improving
time-to-market in this competitive environment."

Nortel will own 50 percent plus one share in the joint venture, in
exchange for which Nortel will contribute its South Korean
distribution and services business and pay US$145 million and
other non-monetary consideration.  Separately, LG Electronics may
be entitled to payments over a two-year period based on
achievement by the joint venture of certain business goals.

LG Electronics and Nortel will nominate certain key executives to
the management team of the joint venture.  It is the intention of
the parties to nominate J. R. Lee from LG Electronics to be chief
executive officer and Paul House from Nortel to be chief operating
officer. The LG Electronics Infrastructure business and Nortel's
South Korean operations had aggregate revenues of KRW 600 billion
(US$530 million) in 2004.

Closing of the transaction is subject to satisfaction of certain
conditions, including regulatory and other approvals, and is
anticipated by year-end.

J. P. Morgan advised Nortel and Lehman Brothers and Woori
Securities advised LG Electronics in this transaction.

LG Electronics -- http://www.lge.com/-- is a global leader in
providing cutting-edge convergent electronics, information and
communications products designed to meet the diverse needs of
fast-changing consumers. With consolidated sales of US$37.7
billion and overseas sales of US$ 32.6 billion (86% of total
sales), LG Electronics employs more than 70,000 employees in 76
subsidiaries located in 39 countries and operates four business
units including Mobile Communications, Digital Appliance, Digital
Display and Digital Media.  LG Electronics Mobile Communications
Company is the world's leading manufacturer of WCDMA (UMTS), CDMA
and GSM handsets, and the fastest growing manufacturer of mobile
phones worldwide.  The company provides a total range of wired and
wireless solutions, and is rapidly establishing a global presence
as it cultivates international market share in 3G handsets.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation was based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.


OCEAN JOURNEY: Court Reopens Case for Administration of Assets
--------------------------------------------------------------
The Honorable A. Bruce Campbell of the U.S. Bankruptcy Court for
the District of Colorado reopened the chapter 11 case of Ocean
Journey, Inc., n/k/a COJ Liquidation Inc.

COJ Liquidation sought the reopening when it recently learned that
small portions of real property were still unadministered assets.
COJ wanted the case reopened so that it can appropriately
administer these recently discovered assets.

                     Asset Sale & Foreclosure

The Debtor sold substantially all of its assets to Landry's
Downtown Aquarium, Inc., in early 2003, including parcels of real
property identified as Parcel B and Parcel D on a Survey performed
by Bell Surveying Company dated January 29, 1997.

Excluded from the assets sold to Landry's were parcels of real
property identified as Parcel A, Parcel C, and Parcel E on the
Survey, upon each of which the City and County of Denver held a
first deed of trust.  Parcels A, C, and E were undeveloped parcels
of real property surrounding the aquarium.  The City has
foreclosed on Parcels A, C, and E and title to those parcels has
vested in the City.

Carl A. Eklund, Esq., at Ballard Spahr Andrews & Ingersoll, LLP,
in Denver, Colorado, informed the Court that these newly found
assets were neither sold to Landry's nor foreclosed upon by the
City.

Denver's Ocean Journey, Inc., filed for chapter 11 protection on
April 1, 2002 (Bankr. Colo. Case No. 02-14424).  Carl A. Eklund,
Esq., at Ballard Spahr Andrews & Ingersoll, LLP, in Denver,
Colorado, represents Ocean Journey.  Steven T. Hoort, Esq., at
Ropes & Gray, represents a group of secured ondholders.  The
Debtor sold its assets, and the Court confirmed the Debtors' Plan
on March 24, 2004.  On March 9, 2005, the Court entered a Final
Decree closing the case.  Ocean Journey, presented by Qwest, is
the Rocky Mountain Region's only aquarium.  The million-gallon
adventure allows visitors to come within inches of thousands of
fish, birds, invertebrates and mammals that rely upon water. More
than 500 species are featured in re-creations of river-to-ocean
journeys, special touch pools and family activities. Ocean Journey
-- a not-for-profit organization with a mission to inspire guests
to discover, explore, enjoy and protect our aquatic world -- is
open 10 a.m. to 5 p.m. daily and maintains a Web site at
http://www.oceanjourney.org


OPTINREALBIG.COM: Wants Case Dismissed After Settling SPAM Suits
----------------------------------------------------------------
OptInRealBig.com, LLC, and its owner, Scott Allen Richter, ask the
U.S. Bankruptcy Court for the District of Colorado to dismiss
their chapter 11 cases.

The Debtors remind the Court that they sought protection under
chapter 11 to stay 13 legal actions filed against them,
particularly those of Microsoft Corporation and American Family
Mutual Insurance Co.

                      Pending Litigation

Prior to its bankruptcy filing, Microsoft sued the company for
sending unsolicited e-mail.  The software giant sought a $50
million judgment against OptIn.

There are eight cases pending against the Debtors in Lake County,
Utah, three in King County, Washington, and one in Santa Barbara,
California.  All of these suits allege unsolicited e-mail
violations.

Furthermore, the company's insurer, American Family Mutual
Insurance Co., filed an action against OptIn and Mr. Richter
seeking declaratory relief denying insurance coverage for costs of
defense and liability associated with the various lawsuits pending
against it.

                     The Microsoft Settlement

Microsoft commenced litigation against the Debtors on Dec. 17,
2003.  The suit alleges:

   -- trespass to chattels;
   -- conversion;
   -- violation of the Washington Commercial Electronic Mail Act;
   -- violation of the Washington Consumer Protecion Act;
   -- violation of the Federal Computer Fraud and Abuse Act;
   -- violation of the New York Gen. Bus. Law Section 349; and
   -- violation of the Lanham Act (false designation of origin).

Microsoft also filed a complaint seeking to have any judgment
against Mr. Richter deemed non-dischargeable.

Since the litigation is costly and time consuming for both
parties, OptIn, Mr. Richter and Microsoft engaged in settlement
discussions.  After several meetings and negotiations, the parties
agree that:

   a) the Debtors will pay Microsoft $7 million within 24 hours
      after the chapter 11 cases are dismissed;

   b) the Debtors will consent to a permanent injunction
      requiring their continued compliance with certain
      applicable laws;

   c) the Debtors and Microsoft will issue a press release
      announcing the terms of the settlement and will refrain
      from giving any statements which are not in conformity with
      the prepared statement.

According to the Debtors, the settlement will dramatically
increase the company's internet market.  The settlement will brand
OptIn as the most legitimate independent internet advertising
service in the United States.

               The American Family Settlement

OptIn and Mr. Richter has also reached a settlement with American
Family Mutual Insurance.  The terms of the settlement include:

   -- a payment to OptIn for an undisclosed amount;

   -- mutual releases of all claims between the parties including
      the insurers potential future obligations under prepetition
      insurance policies; and

   -- American Family will release the Debtors from a
      $2.6 million claim.

                       Other Lawsuits

The Debtors are confident that the other pending litigation will
have minimal effect on the company.  As such, they believe that
their counsel can easily resolve the cases.

An entity known as Infinite Monkeys & Co., LLC, filed a
$49,168,000 claim against the Debtors.  OptIn does not believe
that this claim has any merit.

The Debtors believe that with the resolution of the American
Family and the Microsoft lawsuits, they can now go back to
business in a better financial position.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
John C. Smiley, Esq., at Lindquist & Vennum P., LLP, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debts of $50 million to $100 million.


ORBIMAGE HOLDINGS: Posts $5.4 Million Net Loss in Second Quarter
----------------------------------------------------------------
ORBIMAGE Holdings Inc. (OTC Bulletin Board: ORBM) reported its
financial results for the second quarter of 2005 and for the six
months ended June 30, 2005.

Total revenues for the second quarter of 2005 and 2004 were
$8.5 million and $9.7 million, respectively.  Total revenues for
the six months ended June 30, 2005 and 2004 were $17.2 million and
$11.8 million, respectively.  Net loss for the second quarter of
2005 was $5.4 million, compared with $4.4 million for the second
quarter of 2004.  Net loss for the six months ended June 30, 2005
was $11.0 million, compared with $12.8 million for the six months
ended June 30, 2004.

"Unfortunately our revenues have developed more slowly than we
anticipated largely as a result of international customers
delaying their purchasing decisions pending the outcome of the
consolidation currently underway in our industry," said ORBIMAGE's
President and Chief Executive Officer Matthew O'Connell.  "We will
continue our efforts to manage costs in the mean time.  On the
positive side, the construction of our OrbView-5 satellite for the
National Geospatial-Intelligence Agency's NextView program is
progressing on schedule and within budget.  We met our debt
commitment for NextView in the second quarter by raising $250
million of additional long-term debt to fund the next phase of the
program and refinance the debt we incurred when we reorganized at
the end of 2003 on more favorable terms."

                     Operating Results

Revenues for the second quarter of 2005 were $8.5 million as
compared to $9.7 million in the same period in 2004.  Revenues for
the six months ended June 30, 2005 were approximately
$17.2 million, compared to $11.8 million for the same period in
2004.  The decrease in revenue for the quarter resulted
principally from a reduction in contract revenues on an
international imagery contract renewed in 2005 at a lower amount
and from a surge in production activities that took place during
the second quarter of 2004 to compensate for first quarter 2004
delays in receiving source materials from our customers.

The increase in 2005 year-to-date revenues as compared to 2004 was
primarily due to commencement of OrbView-3 operations for the U.S.
Government effective in March 2004 under the NGA ClearView program
for imagery and infrastructure enhancements and in June 2004 for
production services, and the commencement of OrbView-3 operations
for international customers in the second quarter of 2004.
Revenues generated from OrbView-3 products and services were
$6.9 million and $7.2 million for the second quarter of 2005 and
2004, respectively, and $14.4 million and $7.8 million for the six
months ended June 30, 2005 and 2004, respectively.

Loss from operations for the second quarter of 2005 was
$3.9 million as compared to $2.0 million in the same period in
2004, which is attributable to increased sales and marketing
expenditures to pursue business opportunities, increased staffing
of sales and administrative functions and increased expenses
associated with regulatory compliance. Loss from operations for
the six months ended June 30, 2005 was $6.6 million as compared to
$7.9 million in 2004. The decrease in this loss from the prior
year is principally attributable to depreciation expense on the
OrbView-3 satellite and related ground station assets which
commenced in February 2004. Total depreciation expense recorded
for these assets was $10.5 million in 2005 and $8.6 million in
2004. This increase is offset by the increased selling, general
and administrative expenses in 2005 versus 2004 described above.

Net loss for the second quarter of 2005 was $5.5 million versus a
net loss of $4.4 million in the same 2004 period. Net loss for the
first six months of 2005 was $11.0 million versus a net loss of
$12.8 million a year ago. ORBIMAGE recorded net interest expense
of $1.6 million and $2.5 million during the three months ended
June 30, 2005 and 2004, respectively, and $3.7 million and
$4.9 million during the six months ended June 30, 2005 and 2004,
respectively. On March 31, 2005, ORBIMAGE repaid its then
outstanding Senior Notes due 2008 out of existing cash received
pursuant to the exercise of warrants by certain investors during
the first quarter of 2005. This payment included an amount
representing interest expense that would have been payable through
June 30, 2005, the date of the initial interest payment. ORBIMAGE
recorded a loss of $0.6 million associated with the early
extinguishment of the Senior Notes in the first quarter of 2005.

                    Cash Flow and Leverage

As of June 30, 2005, ORBIMAGE had $185.4 million of cash and cash
equivalents and $126.8 million of restricted cash resulting from
the issuance of long-term debt as discussed below.

Net cash provided by operating activities for the six months ended
June 30, 2005 was $54.9 million.  During 2005, ORBIMAGE received
approximately $45.3 million of milestone payments from the
National Geospatial-Intelligence Agency related to the
construction of the OrbView-5 satellite.  Capital expenditures for
the first six months of 2005 were $88.4 million, much of which
represents expenditures associated with the OrbView-5 satellite
and related systems. Net cash provided by financing activities
were $158.3 million for the first six months of 2005. During the
first quarter ORBIMAGE received approximately $74.0 million of
proceeds from the exercise of warrants by certain of its investors
and from the issuance of shares in conjunction with a subscription
rights offering which concluded in March 2005.  Approximately
$22.2 million of the warrant proceeds were used to redeem the
Senior Notes on March 31, 2005 as discussed above.

                     Private Debt Placement

On June 29, 2005, ORBIMAGE Holdings Inc. issued $250 million
aggregate principal amount of Senior Secured Floating Rate Notes
due 2012.  The Notes were offered in a private placement to
certain qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933.  The purpose of the offering was to
contribute the proceeds to the capital of its wholly-owned
subsidiary, ORBIMAGE Inc., to be used for construction costs for
the OrbView-5 satellite, to mandatorily redeem all of the
outstanding Senior Subordinated Notes of ORBIMAGE Inc. that were
to mature in 2008 and for general working capital purposes.  In
connection with this issuance, on June 29, 2005, ORBIMAGE Holdings
entered into a Security Agreement with The Bank of New York, as
Collateral Agent, pursuant to which ORBIMAGE Holdings granted a
first priority lien on and security interest in substantially all
of the assets of ORBIMAGE Holdings.  ORBIMAGE Inc. was prohibited
from issuing a guarantee of the Notes at the date of issuance due
to restrictions in the indenture governing its Senior Subordinated
Notes.

The Notes were issued at a discount of two percent of total
principal; consequently, ORBIMAGE Holdings received $245 million
of cash proceeds at closing.  Concurrently with the closing of the
offering, ORBIMAGE Holdings entered into an escrow agreement with
BONY as Trustee and Escrow Agent whereby ORBIMAGE Holdings
deposited $126.8 million into an escrow account, to remain until
such time as ORBIMAGE Inc. could issue a guarantee of the Notes.
This amount was classified as restricted cash in the Company's
balance sheet as of June 30, 2005.  Approximately $8.7 million was
used to pay certain transaction-related expenses.  The remaining
$109.5 million was contributed by ORBIMAGE Holdings to the capital
of ORBIMAGE Inc.  As a result of this capital contribution, on
June 30, 2005, ORBIMAGE Inc. had "Unrestricted Cash" as defined in
the indenture governing its existing Senior Subordinated Notes in
an amount sufficient to require ORBIMAGE Inc. to redeem the Senior
Subordinated Notes pursuant to the mandatory redemption provisions
of that indenture.  ORBIMAGE Inc. redeemed the Senior Subordinated
Notes on July 6, 2005.  Upon redemption of the Senior Subordinated
Notes, ORBIMAGE Inc. provided its guarantee of the Notes, and the
escrow was released to ORBIMAGE Holdings on July 11, 2005.  The
Notes will bear interest at a rate per annum, reset semi-annually,
equal to the greater of six-month LIBOR or three percent, plus a
margin of 9.5 percent.  ORBIMAGE Holdings has entered into an
interest rate swap arrangement pursuant to which it has fixed its
effective interest rate under the Notes at 13.75 percent through
July 1, 2008.

                        *     *     *

As reported in the Troubled Company Reporter on July 29, 2005,
Standard & Poor's Ratings Services raised its rating on the
$250 million senior secured floating rate notes due 2012 of
Dulles, Virginia-based satellite imaging company ORBIMAGE Holdings
Inc. to 'B-' from 'CCC+' and removed the rating from CreditWatch,
where it was placed with positive implications on June 22, 2005.

The action follows the repayment of the senior subordinated notes
due 2008 of the company's subsidiary, ORBIMAGE Inc., upon which
this entity became a guarantor of the senior secured notes.  The
guarantee is secured by a first priority lien on, and security
interest in substantially all assets of ORBIMAGE Inc.  The rating
on the senior secured notes was placed on CreditWatch at the time
of the initial offering, to reflect the pending guarantee of the
notes by ORBIMAGE Inc. following the planned redemption of the
senior subordinated notes using proceeds from the new notes.

Standard & Poor's B-/negative/-- corporate credit rating
(which was not on CreditWatch) on ORBIMAGE Holdings and its
subsidiary ORBIMAGE Inc., was affirmed.  Total debt outstanding
is $250 million.

"The ratings on ORBIMAGE reflect a high degree of business risk
because of revenue concentration from a government contract, high
debt leverage, weak near-term cash flow, relatively small asset
size, and dependence on the successful launch of the new
satellite," said Standard & Poor's credit analyst Eric Geil.
Somewhat tempering these factors are the rising demand for
commercial satellite imagery services, the company's young
satellite fleet, and experienced management.


PEGASUS SATELLITE: Trust Gets Cash Investment Requirements Waived
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine grants Pegasus
Satellite Communications, Inc., its debtor-affiliates and the
Liquidating Trustee of the PSC Liquidating Trust's request to
waive the investment and deposit requirements of Section 345(b) of
the Bankruptcy Code with respect to the PSC Liquidating Trust.

As previously reported in the Troubled Company Reporter on
July 7, 2005, the Debtors' First Amended Joint Plan of
Reorganization provided for the transfer of the Debtors' assets
into the PSC Liquidating Trust which is charged with resolving
claims and making distributions on the Debtors' account.  The
Liquidating Trustee will distribute at least annually all
Liquidating Trust Available Cash on hand and permitted
investments, except those amounts necessary to maintain the
Reserves established by the terms of the Plan.

The Liquidating Trustee is contemplating the transfer of
$90,000,000 in Liquidating Trust Assets from the Debtors' existing
money market accounts to a newly established money market account
with BancorpSouth, Inc.  BancorpSouth is a $10.8 billion-asset
bank holding company operating 250 banking and mortgage locations
in Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas.

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)


PEGASUS SATELLITE: C&TA Gets Final Fees for Advisory Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine allows Capital
& Technology Advisors, LLC's monthly fees equal to $1,135,000 and
reasonable and necessary reimbursable expenses incurred by C&TA
equal to $13,414 from June 14, 2004, through Jan. 31, 2005.

The Court directs The PSC Liquidating Trust to pay C&TA $75,000 as
compensation for services rendered during the Fee Period and not
yet paid.

C&TA provided financial advisory services to the Official
Committee of Unsecured Creditors.

The Trust is also directed to pay C&TA a Transaction Fee in
accordance with the terms of the Engagement Letter on the initial
distribution date and each subsequent date distributions are made
to unsecured creditors in the Chapter 11 case.

C&TA's engagement letter states that C&TA is eligible for a
Transaction Fee, which will be determined with reference to the
Unsecured Creditors' Recovery.  Because the Unsecured Creditors'
Recovery is not yet determinable, the Estate is directed to pay
the fee to C&TA as soon as it is determinable.

Unsecured Creditors' Recovery is equal to the fair market value of
all cash or other securities to be received by the unsecured
creditors as a result of a Restructuring or sale of the company
and its subsidiaries.

If, and when, distributions are made to unsecured creditors in
excess of $400 million, C&TA is entitled to a recovery of
75 basis points for every dollar distributed in excess of $400
million up to $500 million.  C&TA is also entitled to a recovery
equal to 150 basis points for all amounts distributed to the
unsecured creditors in excess of $500 million.

Wayne Barr, Jr., Esq., SVP and general counsel at C&TA, says the
Committee relied on the firm's experience and expertise in dealing
with matters relating to Pegasus Satellite Communications, Inc.
and its debtor-affiliates' restructuring, including due diligence
issues, monitoring the Debtors' business operations, business
planning and strategy, negotiating and consummating the sale of
the Debtors' satellite television assets and interfacing with the
Debtors, their advisors and other parties-in-interest.  C&TA's
professionals devoted time and effort to perform properly and
expeditiously the required professional services.

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)


RADNOR HOLDINGS: Posts $100,000 Net Loss for the Second Quarter
---------------------------------------------------------------
Radnor Holdings Corporation reported a 12.4 percent increase in
net sales to $121.5 million from $108.1 million in the comparable
prior year quarter primarily due to increased selling prices of
13.0% and strong unit volume growth in the North American food
packaging business of 12.2%, for the second fiscal quarter ended
July 1, 2005.

"Our financial results for the quarter reflect the challenging raw
material and energy cost environment, the outcome of pricing
actions and solid volume increases in our packaging business,
resulting from our new product introductions, which led to a 21.5%
gain in net sales at the segment.  We began shipments of new
products to customers in January and anticipate additional volume
gains and profit improvements as we introduce more products for
the institutional and consumer markets as we move through the
year.  We continue to raise selling prices due to rising costs,
improve manufacturing efficiencies, implement cost reductions and
grow our business through the introduction of new and innovative
products," said Michael T. Kennedy, Radnor's Chairman and Chief
Executive Officer.

While net sales increased $13.4 million, or 12.4%, during the
three months ended July 1, 2005 compared to the three months ended
June 25, 2004, gross profit decreased by $4.7 million.  The
Company's European operations reported disappointing results due
to volatile raw material markets that reduced volumes during the
quarter as increased raw material costs and reduced sales volumes
were only partially offset by higher selling prices, accounting
for much of the decrease in gross profit.  In North America,
increases in raw material and energy-related costs were partially
offset by higher across-the-board selling prices and increased
sales volumes at our food packaging operations.

                      Results of Operations

Three Months Ended July 1, 2005

Net sales for the three months ended July 1, 2005 were
$121.5 million, a 12.4% increase from $108.1 million for the three
months ended June 25, 2004.  This increase was primarily a result
of higher average selling prices at both the packaging and
specialty chemicals operations of 9.9% and 16.2%, respectively,
and higher sales volumes at the packaging segment ($6.8 million),
partially offset by lower sales volumes at the specialty chemicals
operations ($10.0 million).

Gross profit decreased $4.7 million to $16.2 million for the three
months ended July 1, 2005 from $20.9 million for the similar
three-month period in 2004.  This decrease was primarily due to
lower gross profit at our European specialty chemicals operations
($3.5 million), resulting from higher raw material costs and
reduced sales volumes.  In the North American operations, higher
raw materials and energy-related costs were only partially offset
by the benefits of increased selling prices and higher sales
volumes in the foodservice packaging operations.

During the three months ended July 1, 2005, operating expenses
of $16.3 million were the same as the three months ended
June 25, 2004 as lower selling, general and administrative costs
($1.1 million) related to our cost reduction program were offset
by higher depreciation and amortization expenses ($0.8 million)
and distribution costs ($0.3 million).  As a percentage of net
sales, operating costs decreased to 13.4% for the three months
ended July 1, 2005 as compared to 15.1% for the three months ended
June 25, 2004.

Income (loss) from operations decreased by $4.7 million for
the three months ended July 1, 2005 to an operating loss of
$0.1 million from operating income of $4.6 million for the
comparable period in 2004 due to a $3.1 million decrease at our
European specialty chemicals operations, and a $1.4 million
increase in depreciation and amortization expense.  Income from
operations at our North American operations, excluding
depreciation and amortization, decreased by $1.7 million for the
three months ended July 1, 2005.

Interest expense increased $1.4 million to $7.8 million during the
three months ended July 1, 2005 from $6.4 million in the prior
year period primarily due to higher average debt levels and higher
interest rates.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. We operate 15 plants in North America
and 3 in Europe and distribute our foodservice products from 10
distribution centers throughout the United States.

                         *     *     *

As reported in the Troubled Company Reporter on May 30, 2005,
Moody's Investors Service downgraded the ratings of Radnor
Holdings Corporation due to lingering concern regarding the
prolonged depression of its financial and operating performance
and the rating agencies' view of run rate financials, which are
likely to remain weak relative to the company's sizable
obligations.  The ratings acknowledge management's commitment and
ongoing efforts to improve liquidity (approximately $19 million
recently received from the divestiture of an investment), to
reduce costs, and to lower financial leverage.  The ratings are
supported by continued volume growth.

Moody's downgraded these ratings for Radnor:

   -- $70 million floating rate senior secured note, due 2009,
      lowered to Caa1 from B3

   -- $135 million 11% senior unsecured note, due 2010, lowered to
      Caa3 from Caa1

   -- Senior implied rating lowered to Caa1 from B3

   -- Senior unsecured issuer rating (non-guaranteed exposure),
      lowered to Ca from Caa2

Moody's says the ratings outlook remains negative.

As reported in the Troubled Company Reporter on March 10, 2005,
Standard & Poor's Ratings Services lowered its 'B-' corporate
credit and senior secured note ratings on Radnor Holdings
Corporation to 'CCC+'.  The 'CCC' senior unsecured note
rating was lowered to 'CCC-'.

All ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 20, 2003.  The CreditWatch
placement followed the company's debt-financed acquisition of
Polar Plastics, Inc., but has focused subsequently on Radnor's
deteriorating financial performance and business challenges.


REGIONAL DIAGNOSTICS: Wants Exclusive Period Stretched to Oct. 19
-----------------------------------------------------------------
Regional Diagnostics, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to extend, until Oct. 19, 2005, the time within which it
has the exclusive right to file a plan of reorganization and
disclosure statement.  The Debtor also wants the Court to extend,
until Nov. 18, 2005, their exclusive period to solicit acceptances
of their plan.

The Debtors tell the Court they have made significant progress in
consensually resolving disputes with their major creditor
constituencies, and have endeavored to move their bankruptcy cases
forward.

The Debtors have also signed a compromise and settlement agreement
with its DIP lenders, Merrill Lynch Capital and the Royal Bank of
Canada, and the Official Committee of Unsecured Creditors.

The settlement agreement resolves the objections raised by the
Committee and the DIP lenders with regard to the sale of
substantially all of the Debtors' assets on August 9, 2005.

As previously reported, the settlement agreement provides for:

     -- extension of the DIP loan maturity to July 28, 2005;

     -- the Debtors' filing of a liquidating plan not later than
        August 15, 2005, and a disclosure statement by August 22;

     -- the establishment of a Creditor Trust that will assume
        all of the Debtors' assets, claims and rights not sold
        on August 9;

     -- the establishment of Newco (optional), an entity formed
        or funded by the lenders as the successful purchaser of
        the Debtors' operating assets;

     -- a stipulation regarding the TriVest Note which states
        that, should the lenders acquire the TriVest $1.1 million
        promissory note, they won't receive any distribution from
        the Debtors or Newco;

     -- withdrawal of the Committee's objection to the sale of
        the Debtors' operating assets and the entry of a final
        decree allowing the DIP loan;

     -- the lenders approval of an $825,000 carve out from the
        sale proceeds of their collateral; the fund will be
        deposited in the Creditor Trust;

     -- that 50% of Newco Preferred Stock ($3 million liquidation
        preference) will be distributed to the Creditor Trust and
        the other half will be distributed to Newco Management
        and lenders;

     -- that 35% of Newco common stock will be distributed to the
        creditor trust;

     -- that 65% of Newco common stock will be distributed to the
        lenders; and

     -- the Creditor Trust's distribution to the lenders 10% of
        the first $8.25 million of cash recoveries on any
        litigation claims.

The Debtors explain that the exclusivity extensions will eliminate
the risk that the compromises embodied in the settlement agreement
will be derailed as a result of the filing of a competing plan.
The exclusivity extensions will also allow the Debtors to propose
and confirm a plan that incorporates the provisions of the
settlement agreement.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


REGIONAL DIAGNOSTICS: Panel Wants to Recover Assets from Lenders
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Regional
Diagnostics, LLC, and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Ohio to declare
certain transfers of property made to Merrill Lynch Capital and
Royal Bank of Canada, as agent for a group of foreign lenders, as
avoidable.

The Committee argues that Royal Bank of Canada and Merrill Lynch
Capital do not hold valid, perfected security interest on:

     a) several dozen motor vehicles;

     b) several deposit accounts;

     c) assets owned by TR Radiology, Regional Diagnostics' debtor
        affiliate; and

     d) the Pineapple Grove Office Building.

The Committee wants the liens avoided and wants the Lenders to
return the property or its equivalent value to the Debtors'
estates.

                        Pre-Petition Debt

In April 2003, Regional Diagnostics entered into a Revolving and
Term Loan Facility with the Royal Bank of Canada and Merrill Lynch
Capital.  The Lenders provided Regional Diagnostics with a $34
million Revolving and Term Loan Facility.  The loan was secured by
a security interest in substantially all of the Debtor's assets.

However, the Committee argues that the loan agreement did not
grant any mortgage or lien upon any real property, whether then
owned, or thereafter acquired by the Debtors.  Also the Lenders
did not take any steps to perfect their purported interests on the
assets.

Based on the loan agreement, Regional Diagnostics only pledged a
security interest in all shares of common stock, membership
interests, partnership interests and all other equity interests
that it owns.

In addition, TR Radiology was not a co-obligor under the loan
agreement and therefore never granted any security interest in any
of its assets to the Lenders.

                      Post-Petition Debt

Apart from the misrepresentations made in connection with the
Debtors' pre-petition debt, the Committee also contests the
Lenders' claims that the post-petition loan they extended is
secured by a security interest in all "Pre-Petition Collateral" as
a component of the "Post-Petition Collateral."

The post-petition financing also calls for the application of
"Pre-Petition Collateral" to the payment of post-petition
indebtedness to the Lenders.  The Committee says that the
provision implies that the pre-petition collateral, in which the
Lenders do not hold a valid, perfected security interest at the
Petition Date, will be converted to "Post-Petition Collateral" and
used to pay the post-petition debt.

The Committee claims that the Debtors' move to convey the rights
to their properties, including but not limited to the Vehicles,
the Deposit Accounts, the TRR Assets and the Pineapple Grove
Office Building, was made with a design to prefer one or more
creditors to the exclusion, in whole or in part, of others.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C., -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


R.F. CUNNINGHAM: U.S. Trustee Picks 5-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in R.F.
Cunningham & Company's chapter 11 case:

      1. Fulton-Marshall L.P.
         1496 North Meridian Road
         P.O. Box 568
         Rochester, Indiana 46975

      2. Kaufman Grain Company
         301 Hollowood Drive
         West Lafayette, Indiana 47906

      3. Agland Grain
         1136 Clark Avenue
         Bluffton, Indiana 46714

      4. Central Ohio Farmers Co-op, Inc.
         730 Bellefontaine Avenue
         P.O. Box 936
         Marion, Ohio 43302

      5. Howlett Farms Inc.
         1112 East River Road
         Avon, New York 14414

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 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.


R.F. CUNNINGHAM: Committee Taps Halperin Battaglia as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in R.F.
Cunningham & Co., Inc.'s chapter 11 case sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of New York to employ and retain Halperin Battaglia Raicht, LLP,
as its bankruptcy counsel, nunc pro tunc to July 11, 2005.

Halperin Battaglia will:

    (a) advise the Committee with respect to its rights, duties,
        and powers;

    (b) assist the Committee in its consultations with the Debtor
        relative to the administration of these cases;

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

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

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

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

    (g) assist the Committee with respect to consideration by the
        Court of any disclosure statement or plan prepared or
        filed pursuant to Sections 1125 or 1121 of the Bankruptcy
        Code;

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

    (i) represent the Committee at all hearings and other
        proceedings;

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

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

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

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

Alan D. Halperin, Esq., discloses that his Firm's professionals
bill:

         Designation               Hourly Rate
         -----------               -----------
         Attorneys                 $165 - $385
         Law Clerks                   $100
         Paraprofessionals         $75 - $95

Mr. Halperin also disclosed that it has represented various
subsidiaries of The CIT Group in connection with assorted leasing
and small business loan matters not related to the Debtor or its
chapter 11 case.  CIT Group/Business Credit Inc. was a secured
lender of the Debtor but was repaid in full.  The CIT
Group/Equipment is presently a party to an equipment lease with
the Debtors concerning rail cars. Mr. Halperin tells the COurt
that there is no conflict between the Committee and CIT Gruop.

Mr. Halperin 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 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.


R.F. CUNNINGHAM: Committee Hires Mahoney Cohen as Finance Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in R.F.
Cunningham & Co., Inc.'s chapter 11 case sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of New York to employ and retain Mahoney Cohen & Company, CPA,
P.C., Certified Public Accountants, as its financial advisor, nunc
pro tunc to July 11, 2005.

Mahoney Cohen will:

    (a) assist the Committee in the analysis of financial
        operations of the Debtor from the date of the filing of
        the petition under chapter 11, as necessary;

    (b) assist with the analysis of the financial information of
        the Debtor prior to the date of the filing of the petition
        under chapter 11, as necessary;

    (c) assist in analyzing transactions with vendors, insiders,
        related and affiliated companies, subsequent and prior to
        the date of the filing of the petition under chapter 11,
        as necessary;

    (d) assistance in evaluating cash flow and other projections
        prepared by the debtor-in-possession;

    (e) assist in scrutinizing cash disbursements on an ongoing
        basis for the period subsequent to filing of the petition
        under chapter 11;

    (f) assist the Committee in is review of monthly statements of
        operations to be submitted by the debtor-in-possession;

    (g) assist the Committee in its review of the financial
        aspects of a plan of reorganization to be submitted by the
        Debtor, or in arriving at a proposed plan of
        reorganization;

    (h) performance any other services that may be necessary in
        the role of financial advisors to the Committee or that
        may be requested by the Committee or counsel to the
        Committee.

Jeffrey T. Sutton, at Mahoney Cohen, discloses that the Firm's
professionals bill:

         Designation                      Hourly Rate
         -----------                      -----------
         Shareholders                     $390 - $520
         Managers and Directors           $220 - $390
         Staff and Senior Accountants     $110 - $210

Mr. Sutton 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 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.


RISK MANAGEMENT: Committee Taps Halperin Battaglia as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Risk Management
Alternatives, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for permission to employ Halperin Battaglia Raicht, LLP,
as its counsel during the Debtors' chapter 11 cases, nunc pro tunc
to July 15, 2005.

Halperin Battaglia is expected to:

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

   b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these cases;

   c) assist the Committee in analyzing the claims of Debtors'
      creditors and in negotiating with such creditors;

   d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operation of the Debtors' businesses, and the
      proposed sale thereof;

   e) assist the Committee in its analysis of and negotiations
      with the Debtors or any third party concerning matters
      related to the realization by creditors of a recovery on
      claims and other means of realizing value in these cases,
      including, without limitation, the proposed asset sale;

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

   g) assist the Committee with respect to consideration by the
      Court of any disclosure statement or plan prepared or filed
      pursuant to  1125 or 1121 of the Bankruptcy Code;

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

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

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

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

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

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

Christopher J. Battaglia, Esq., discloses his Firm's
professionals' current hourly rates:

          Designation              Rate
          -----------              ----
          Attorneys              $385-$150
          Law Clerks                $100
          Paraprofessionals      $95 - $60

To the best of the Committee's knowledge, Halperin Battaglia is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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: Section 341(a) Meeting Slated for Sept. 1
----------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Risk Management Alternatives, Inc., and its debtor-affiliates'
creditors at 10:30 a.m., on Sept. 1, 2005, at the Federal Building
and U.S. Courthouse located in 10 East Commerce Street, Room 340
in Youngstown, Ohio.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in 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.


ROTECH HEALTHCARE: S&P Lowers Corporate Credit Rating to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Orlando,
Florida-based home respiratory care and durable medical equipment
and services provider Rotech Healthcare Inc.  The corporate credit
rating was lowered to 'BB-' from 'BB'.  All ratings on the company
were removed from CreditWatch, where they were originally placed
with negative implications Dec. 12, 2003.  The outlook is stable.

"The downgrade reflects Rotech's more clouded operating prospects,
given the greater-than-anticipated impact of Medicare
reimbursement reductions for respiratory drugs," explained
Standard & Poor's credit analyst Jesse Juliano.

Ratings on the company, which emerged from its parent's bankruptcy
as an independent company in March 2002, reflect its:

   * narrow business focus;

   * vulnerability to third-party reimbursement and reimbursement
     reform; and

   * its aggressive financial profile.

These challenges are partly offset by Rotech's position as the
third-largest provider in its niche industry segment and its
strong liquidity.

Rotech provides home respiratory care services (which represent
about 88% of revenue) and durable medical equipment (about 12%) to
patients with breathing disorders.  The company currently operates
approximately 500 centers, principally in non-urban markets
throughout the U.S.  Rotech's lack of meaningful diversity across
disease states exposes the company to changes in the respiratory
care industry, including reimbursement pressures.  Medicare,
Medicaid, and the Veterans Administration constituted 71% of
company sales in 2004.


SAACO: Fitch Assigns BB+ Rating on $5.6 Million Private Certs.
--------------------------------------------------------------
Fitch rates these SAACO series 2005-NC4 Trust certificates:

    -- $513.1 million classes A-1, A-2 and A-3 'AAA';
    -- $29.1 million class M-1 'AA+';
    -- $44 million class M-2 and M-3 'AA';
    -- $27 million class M-4 'A+';
    -- $11.8 million class M-5 'A';
    -- $11.4 million class M-6 'A-';
    -- $9.4 million class M-7 'BBB+';
    -- $6.9 million class M-8 (privately offered) 'BBB';
    -- $13.2 million class M-9 (privately offered) 'BBB-';
    -- $5.6 million class M-10 (privately offered) 'BB+'.

The 'AAA' rating on the senior certificates reflects the 25.90%
total credit enhancement provided by the 4.20% class M-1, the
3.75% class M-2, the 2.60% class M-3, the 3.90% class M-4, the
1.70% class M-5, the 1.65% class M-6, the 1.35% class M-7, the
1.00% class M-8, the 1.90% class M-9, the 0.80% class M-10, and
the 3.05% initial overcollateralization .  All certificates have
the benefit of monthly excess cash flow to absorb losses.  In
addition, the ratings reflect the integrity of the transaction's
legal structure as well as the primary servicing capabilities of
New Century Mortgage Corporation (rated 'RPS3' by Fitch).
Deutsche Bank National Trust Company will act as Trustee.

As of the cut-off date (Aug. 1, 2005), the mortgage loans have an
aggregate balance of $702,638,786; 100% of the loans have
interest-only periods of three years.  The weighted average
mortgage rate is approximately 6.358% and the weighted average
remaining term to maturity is 357 months.  The average cut-off
date principal balance of the mortgage loans is approximately
$266,859.  The weighted average original loan-to-value ratio is
81.80% and the weighted average Fair, Isaac & Co. score is 646.
The properties are primarily located in California (43.68%),
Florida (6.36%) and Illinois (4.93%).


SATCON TECHNOLOGY: Completes $5.8 Million Financing Transaction
---------------------------------------------------------------
On August 15, 2005, SatCon Technology Corporation consummated an
equity financing transaction with several unrelated accredited
investors involving the sale of approximately 4.7 million shares
of common stock and warrants to purchase 1.2 million additional
shares of common stock.  The Company received proceeds from the
sale of these shares and warrants equal to approximately $5.8
million less the Company's expenses relating to the sale.

The stated use of proceeds is to expand the Company's sales and
marketing efforts to exploit the opportunity for significant
growth within the Solar, Hybrid Electric Vehicles, Wind,
Stationary Power and Grid Support sectors.

SatCon President and Chief Operating Officer, Millard Firebaugh
stated, "The proceeds from this sale of common stock and warrants
will allow SatCon to continue aggressive growth in the Alternative
Energy, Hybrid-Electric Vehicle and Grid Support markets.  These
markets are growing at accelerating rates.  The Energy Policy Act
further reinforces the future market potential.  SatCon already
has successful products in these markets from which we are
experiencing our most rapid growth in product revenue.  We are
positioning for success with appropriate investment."

Ardour Capital Investments, LLC has been retained to act as the
Company's financial advisor in connection with these capital
raising activities, including introducing potential investors and
negotiations regarding pricing and structure of the shares of
common stock and warrants issued in the financing transaction.

The shares of common stock and warrants issued in the equity
financing transaction have not been 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.  However, as part of the
transaction, the Company has agreed to use its best efforts to
prepare and file a registration statement with the Securities and
Exchange Commission to enable the resale of the shares issued and
sold in the transaction.

SatCon Technology Corporation -- http://www.satcon.com/-- is a
developer and manufacturer of electronics and motors for the
Alternative Energy, Hybrid-Electric Vehicle, Grid Support, High
Reliability Electronics and Advanced Power Technology markets.

                        *     *     *

                      Going Concern Doubt

Satcon's financial statements for its fiscal year ended
Sept. 30, 2004, contain an audit report from Grant Thornton LLP.
The audit report contains a going concern qualification, which
raises substantial doubt with respect to Satcon's ability to
continue as a going concern.


SATCON TECHNOLOGY: Posts $2 Million Net Loss in Second Quarter
--------------------------------------------------------------
SatCon Technology Corporation (Nasdaq NM: SATC) reported its
financial results for fiscal 2005 third quarter, which ended
July 2, 2005.

"Our revenue for the quarter was $8.2 million dollars compared to
$8.6 million in 2004," said David Eisenhaure, SatCon Chairman and
Chief Executive Officer.  "However, we have an additional $1.3
million in deferred revenue related to the shipment of a Rotary
UPS made during the quarter, and $1.5 million in revenue deferred
from Q2 for the EDO program.  Our operating loss for the third
quarter was $2.2 million, compared to $700,000 in 2004.  That loss
was primarily due to higher costs of manufacturing as we ramp up
our support in the Power Systems Division for planned increased
production in the Alternative Energy, HEV and Grid Support market
sector."

"Our first nine months of fiscal 2005 showed revenue increasing
from $25.0 million to $25.6 million, excluding $2.8 million in
deferrals noted above.  The operating loss for the first nine
months of fiscal 2005 was $5.6 million, which was an increase over
2004's operating loss of $2.5 million, primarily due to
manufacturing costs, as noted above, and corporate legal and other
costs."

The Company also reported a net loss of $2,273,901 for the quarter
ended July 2, 2005 compared with a net loss of $795,109 for the
quarter ended June 26, 2005.

The Company incurred significant costs to develop its technologies
and products, which exceeded total revenue.  As a result, the
Company has incurred losses in each of the past ten years.  As of
July 2, 2005, it had an accumulated deficit of $133,732,614 since
inception.  During the nine months ended July 2, 2005, the Company
incurred a loss from operations of $5,557,075 and used cash in
operations of $6,712,151.   The Company's restricted cash balances
at July 2, 2005, was $84,000 while restricted cash balances at
September 30, 2004, was $1,011,900.

                  Silicon Valley Bank Credit Line

As of July 2, 2005, the Company had approximately $2.6 million of
cash, of which approximately $0.1 million was restricted.  At this
time no funds had been drawn against its $7.0 million line of
credit with Silicon Valley Bank.  The maximum amount the Company
can borrow under this agreement is $7.0 million based upon 80% of
eligible receivables and eligible inventory.  As of July 2, 2005,
approximately $3.4 million could have been borrowed based on the
level of eligible receivables.  The Company's trade payables, at
July 2, 2005, totaled approximately $3.1 million, of which
approximately $900,000 was for invoices over 60 days old.  In
addition, the Company had approximately $400,000 million of
accrued accounts payable at July 2, 2005 for goods and services
received but not yet invoiced.

                     Going Concern Doubt

The Company's financial statements for the fiscal year ended
September 30, 2004, contained an audit report from Grant Thornton
LLP raising substantial doubt to the Company's ability to continue
as a going concern.

"Our business plan envisions a significant improvement in results
from the recent past and contemplates sufficient liquidity to fund
operations at least through September 30, 2005.  However, the
receipt of a going concern qualification may create a concern
among our current and future customers and vendors as to whether
we will be able to fulfill our contractual obligations" the
Company said.

SatCon Technology Corporation -- http://www.satcon.com/-- is a
developer and manufacturer of electronics and motors for the
Alternative Energy, Hybrid-Electric Vehicle, Grid Support, High
Reliability Electronics and Advanced Power Technology markets.


SCOTT DESERT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Scott Desert Shadows, LLC
        2141 East Highland Avenue, Suite 160
        Phoenix, Arizona 85016

Bankruptcy Case No.: 05-14892

Chapter 11 Petition Date: August 15, 2005

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Steven N. Berger, Esq.
                  Engelman Berger, P.C.
                  One Columbus Plaza, Suite 700
                  3636 North Central Avenue
                  Phoenix, Arizona 85012-1985
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


SECURITY CAPITAL: Estimates $3.7 Million Second Quarter Net Income
------------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) estimated results for the
second quarter and six months ended June 30, 2005.  As previously
announced, the Company currently expects to file its Form 10-Q for
the second quarter by Sept. 15, 2005, and its Form 10-Q for the
first quarter ended March 31, 2005, by Aug. 31, 2005.

The Company's 2005 financial statements to be reported in the
First Quarter Form 10-Q and the Second Quarter Form 10-Q will not
include the results of discontinued operations and preferred stock
accretion reported in the 2004 financial statements.

In the fourth quarter of 2004, the Company completed the sale of
substantially all of the assets of Pumpkin Masters Holdings, Inc.,
and settled the bankruptcy proceedings of Possible Dreams, Ltd.,
each of which had been reported as discontinued operations in the
2004 periods.  In addition, due to the redemption of the Company's
outstanding preferred stock in the third quarter of 2004, the
Company no longer reports preferred stock accretion, which had
reduced net income in the 2004 periods.

Also, the results for the 2004 periods have been restated to
reflect changes in the Company's accounting for operating leases
as disclosed in the Company's Annual Report on Form 10-K for the
year ended Dec. 31, 2004, filed on June 28, 2005.

The Company estimates that, for the quarter ended June 30, 2005,
net income will be approximately $3,750,000, compared to $777,000
for the quarter ended June 30, 2004.  The second quarter of 2004
included a loss from discontinued operations of $247,000 and
preferred stock accretion of $133,000.  The quarter ended June 30,
2005 includes the operations of Caronia Corporation, which the
Company acquired on March 31, 2005.  Caronia's net income
contribution to the second quarter was approximately $300,000.

For the six months ended June 30, 2005, the Company estimates that
net income will be approximately $5,300,000, compared to
$1,280,000 for the six months ended June 30, 2004.  The six months
ended June 30, 2004 included a loss from discontinued operations
of $819,000, and preferred stock accretion of $252,000.  The
estimated results for the six months ended June 30, 2005 include
the net income contribution from Caronia and $2,100,000 of
expenses incurred in connection with the Company's independent
internal investigation, which concluded in March 2005.

                      Change of Auditors

As reported in the Troubled Company Reporter on Aug. 1, 2005, the
Company disclosed that the Audit Committee of the Board of
Directors has engaged McGladrey & Pullen, LLP, an independent
registered public accounting firm, to audit and report on the
financial statements of the Company for the fiscal year ended
Dec. 31, 2005, and to perform a review of the Company's interim
financial information for the 2005 first, second and third
quarters.  The Company's engagement of McGladrey was effective
on July 25, 2005.

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith. The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child-care centers, with related
activities in real estate consulting and site selection services
in the Southeast, Southwest and Midwest.

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.

                        *     *     *

                           Waivers

At Dec. 31, 2004, WC Holdings, Inc., maintained an $8,000
revolving line of credit, and Primrose maintained a $1,000
revolving line of credit.  The WC Revolver was replaced with the
Amended WC Revolver on March 31, 2005.  There were no borrowings
under the WC Revolver or the Primrose Revolver at Dec. 31, 2004.
Management believes that cash flow from operations along with the
available borrowing capacity under the Revolvers will be
sufficient to fund Security Capital's operations and service its
debt for the next 12 to 24 months.

As a result of the transactional, financial and operational
relationships between the CompManagement, Inc., companies and
certain members of CMI Management, and the failure to obtain the
lender's prior written consent for certain acquisitions and other
actions taken during 2004, WC was in default of certain covenants
under the WC Revolver and the WC Term Debt.  WC had obtained a
waiver from the lender for these events of default prior to the
filing of its Form 10-Q for the quarter ended Sept. 30, 2004.

The Term Loan and Amended WC Revolver contain restrictive
covenants that prohibit or limit certain actions, including
specified levels of capital expenditures, investments and
incurrence of additional debt, and require the maintenance of a
minimum fixed charge ratio.  Borrowings are secured by a pledge of
substantially all assets at the subsidiary level, as well as a
pledge of the Company's ownership in the subsidiary.  The Credit
Agreement contains provisions that required WC to deliver audited
financial statements for 2004 to the lender by the end of
April and require WC to deliver monthly financial statements
beginning April 2005.  WC has obtained a waiver from the lender
until June 30, 2005, to deliver audited financial statements for
2004 and until Aug. 31, 2005, to begin delivering monthly
financial statements.


SIRIUS SATELLITE: Sells $500M Senior Notes to Institutional Buyers
------------------------------------------------------------------
SIRIUS Satellite Radio Inc. issued and sold $500 million in
aggregate principal amount of 9-5/8% Senior Notes due 2013 to
qualified institutional buyers on August 9, 2005, pursuant to Rule
144A under the Securities Act of 1933, as amended, and outside the
United States in compliance with Regulation S under the Securities
Act.

The Notes were issued pursuant to an indenture, dated as of
August 9, 2005, between the Company and The Bank of New York, as
trustee.  The Notes mature on August 1, 2013 and bear interest at
9-5/8% per annum, payable semi-annually on August 1 and February 1
of each year, beginning February 1, 2006.  The Notes are unsecured
senior obligations.  The Notes are not guaranteed by any of the
Company's subsidiaries.

The Indenture contains customary covenants and events of default
which would permit the Trustee or the holders of at least 25% in
principal amount of the Notes to declare the principal of and
accrued but unpaid interest, if any, on the Notes to be due and
payable.

The Company may redeem some or all of the Notes on and after
August 1, 2009, at the redemption prices set forth in the
Indenture.  Additionally, at any time prior to August 1, 2009, the
Company may redeem up to 35% of the principal amount of the Notes
using proceeds of certain equity offerings.  If the Company sell
certain of its assets or experience specific kinds of changes of
control, the Company must offer to purchase the Notes.

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

               http://ResearchArchives.com/t/s?d4

SIRIUS Satellite Radio Inc. delivers more than 120 channels of the
best commercial-free music, compelling talk shows, news and
information, and the most exciting sports programming to listeners
across the country in digital quality sound.  SIRIUS offers 65
channels of 100% commercial-free music, and features over 55
channels of sports, news, talk, entertainment, traffic and weather
for a monthly subscription fee of only $12.95.  SIRIUS also
broadcasts live play-by-play games of the NFL and NBA, and is the
Official Satellite Radio partner of the NFL.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Sirius Satellite Radio Inc.'s proposed $500 million Rule 144A
senior unsecured notes maturing in 2013.   At the same time,
Standard & Poor's affirmed its existing ratings on the New York,
New York-based satellite radio broadcasting company, including its
'CCC' corporate credit rating.  The new proposed notes will
replace the company's previously proposed $250 million senior
unsecured note offering, which was postponed in the second quarter
of 2005.  Standard & Poor's 'CCC' rating on the $250 million
senior note issue was withdrawn.  S&P says the outlook remains
stable.

Proceeds will be used to repay $57.4 million in debt and to boost
liquidity.  On a June 30, 2005, pro forma basis, Sirius had nearly
$1.1 billion in debt.


SMURFIT-STONE: S&P Puts B+ Corporate Credit Rating on Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' long-term corporate credit rating, on containerboard
manufacturer, Smurfit-Stone Container Corp. and its subsidiaries
on CreditWatch with negative implications.

"The action reflects our concerns about near-term market
conditions that may cause free cash flow to turn negative over the
next few quarters, Smurfit-Stone's inability to reduce its heavy
debt burden despite good general economic conditions, and the
potential for significant spending and operational disruptions
stemming from the company's restructuring efforts," said Standard
& Poor's credit analyst Pamela Rice.

Chicago, Illinois-based Smurfit-Stone had total debt, including
off-balance-sheet lease and accounts receivable financing, of $5.3
billion at June 30, 2005.  This was before tax-effecting and
including $870 million of debt-like unfunded pension and $283
million of other postretirement obligations.

As a sign of difficult end markets, Smurfit-Stone earlier this
month announced the closure of three mills representing about 8.5%
of its containerboard capacity and is expected to announce the
outcome of a broader strategic review in the next few months.  The
closure of additional capacity in a segment that remains
oversupplied even after years of meaningful consolidation and
rationalization should improve industry fundamentals over the
intermediate term.

However, containerboard prices continue to slide, demand is soft,
costs for energy, fiber, chemicals, and freight continue to rise,
and Smurfit-Stone could face the additional challenges often
created by major restructuring actions.  Moreover, in the longer
term, growing overseas capacity and the threat of substitute
packaging materials such as plastics are likely to continue to
pose challenges for North American producers.

Standard & Poor's plans a full review of Smurfit-Stone within the
next few months, incorporating the results of the company's
strategic review, or sooner, if market conditions worsen or other
events cause us to take a rating action.


SOREY FARMS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sorey Farms, Inc.
        2983 Highway 489
        Lake, Mississippi 39092

Bankruptcy Case No.: 05-53693

Chapter 11 Petition Date: August 17, 2005

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Debtor's Counsel: Jeffrey K. Tyree, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


SOUTH DAKOTA: Files Schedules of Assets & Liabilities
-----------------------------------------------------
South Dakota Acceptance Corporation, delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
District of South Dakota, disclosing:


     Name of Schedule              Assets        Liabilities
     ----------------              ------        -----------
  A. Real Property
  B. Personal Property          $15,624,000
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $28,015,328
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                               $12,730
     Unsecured Nonpriority
     Claims
                                -----------       ----------
     Total                      $15,624,000      $28,028,058

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation dba CNAC, dba Mr. Payroll, dba First
Midwest Fidelity, and Dan Nelson Automotive Group, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. S.D. Case No.
05-40866).  When the Debtor filed for protection from its
creditors, it listed $15,624,000 in assets and $28,028,058 in
debts.


SPECIAL DEVICES: S&P Withdraws Junk Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC'
corporate credit rating and 'CC' subordinated debt rating on
Special Devices Inc. at the company's request.

Moorpark, California-based Special Devices manufactures
pyrotechnic devices used in automotive light-vehicle airbag
systems and in seat-belt systems.


STATION CASINOS: Exchanging $200M Sr. Notes for Transferable Notes
------------------------------------------------------------------
Stations Casinos, Inc., is offering to exchange up to
$200 million aggregate principal amount of new 6-7/8% Senior
Subordinated Notes due 2016, for any and all outstanding 6-7/8%
Senior Subordinated Notes due 2016 issued in a private offering on
June 15, 2005.

The Old Notes have certain transfer restrictions.

The terms of the New Notes are substantially identical to the Old
Notes, except that the New Notes will be freely transferable and
issued free of any covenants regarding exchange and registration
rights.

All Old Notes that are validly tendered and not validly withdrawn
will be exchanged.  The exchange of Old Notes for New Notes should
not be a taxable event for United States Federal income tax
purposes.

Holders of Old Notes do not have any appraisal or dissenters'
rights in connection with the exchange offer.  Old Notes not
exchanged in the exchange offer will remain outstanding and be
entitled to the benefits of the applicable Indenture, but, except
under certain circumstances, will have no further exchange or
registration rights under the Registration Rights Agreement.
Affiliates of Station Casinos, Inc., may not participate in the
exchange offer.

Las Vegas, Nevada-based Station Casinos, is the largest owner of
off-Strip casino properties.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Moody's Investors Service placed the long-term debt ratings of
Station Casinos, Inc.'s on review for possible upgrade and
affirmed the company's SGL-2 speculative grade liquidity rating.

These ratings were placed on review for possible upgrade:

   -- Senior implied rating -- Ba2;

   -- Long-term issuer rating -- Ba3;

   -- $450 mil. 6% senior notes due 2012 -- Ba3;

   -- $450 mil. 6 ½% senior subordinated notes due
      2014 -- B1;

   -- $350 mil. 6 7/8% senior subordinated notes due 2016 -- B1;
      and

   -- $17.3 mil. 9 7/8% senior subordinated notes due 2010 -- B1.

This rating was affirmed:

   -- Speculative grade liquidity rating -- SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


STATION CASINOS: SC Sonoma Buys Property for New Resort Facility
----------------------------------------------------------------
Station Casinos, Inc.'s wholly owned subsidiary, SC Sonoma
Development, purchased approximately 271 acres of real property
located near the intersection of Dowdell Avenue and Wilfred Avenue
near the City of Rohnert Park in Sonoma County, California, on
Aug. 11, 2005.

Subject to the receipt of certain governmental approvals, a
portion of the property will be taken into trust for the Federated
Indians of the Graton Rancheria for the development and operation
of a resort hotel, gaming and entertainment facility.  The Company
and the Tribe are parties to development and management
agreements, pursuant to which the Company will assist the Tribe in
developing and operating such resort hotel, gaming and
entertainment facility.

Las Vegas, Nevada-based Station Casinos, is the largest owner of
off-Strip casino properties.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Moody's Investors Service placed the long-term debt ratings of
Station Casinos, Inc.'s on review for possible upgrade and
affirmed the company's SGL-2 speculative grade liquidity rating.

These ratings were placed on review for possible upgrade:

   -- Senior implied rating -- Ba2;

   -- Long-term issuer rating -- Ba3;

   -- $450 mil. 6% senior notes due 2012 -- Ba3;

   -- $450 mil. 6 ½% senior subordinated notes due
      2014 -- B1;

   -- $350 mil. 6 7/8% senior subordinated notes due 2016 -- B1;
      and

   -- $17.3 mil. 9 7/8% senior subordinated notes due 2010 -- B1.

This rating was affirmed:

   -- Speculative grade liquidity rating -- SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


SUN HEALTHCARE: Lenders Allow $4MM Short-Term Overadvance on Loan
-----------------------------------------------------------------
Sun Healthcare Group, Inc. entered into a Sixth Amendment to its
Loan and Security Agreement with CapitalSource Finance LLC and
Wells Fargo Foothill, Inc., effective August 10, 2005.

The Sixth Amendment, which terminates on August 19, 2005, provides
the Company with a short-term overadvance of up to $4 million.
The Sixth Amendment was entered into in order to provide the
Company with additional liquidity consistent with the previously
calculated borrowing base.

A full-text copy of the Sixth Amendment is available for free at
http://ResearchArchives.com/t/s?d2

The Fifth Amendment of the Agreement, which became effective on
April 8, 2005, provided the Company with an overadvance of up to
$10 million.  The Company provided mortgages on three of its
facilities as additional collateral under the Loan Agreement.
This overadvance facility terminated upon the refinancing of those
facilities with CapitalSource Finance LLC on August 3, 2005, and
the borrowing base was adjusted accordingly.

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states.  In addition, the Sun Healthcare
Group family of companies provides therapy through SunDance
Rehabilitation Corporation, medical staffing through CareerStaff
Unlimited, Inc., home care through SunPlus Home Health Services,
Inc., and medical laboratory and mobile radiology services through
SunAlliance Healthcare Services, Inc.

At June 30,2005, Sun Healthcare's balance sheet showed a
$117,463,000 stockholders' deficit, compared to a $123,380,000
deficit at Dec. 31, 2004.


TECO AFFILIATES: Wants National Union's Claims Disallowed
---------------------------------------------------------
Union Power Partners, L.P., Panda Gila River, L.P., Trans-Union
Interstate Pipeline, L.P., and UPP Finance Co., LLC, object to
Claim Nos. 58 and 59 filed by National Union Fire Insurance
Company of Pittsburgh, P.A., and other entities related to
American International Group, Inc.

The Reorganized Debtors contend that the National Union Claims
are unliquidated, contingent claims based on unspecified
insurance, bond, or related obligations, and therefore should be
disallowed.  The Reorganized Debtors say that no debts or other
obligations are owing to National Union, either because the
Debtors were unable to substantiate any valid obligations or
because the National Union Claims do not correspond to anything
in their books and records.

If the Court finds that the National Union Claims do assert valid
insurance and other obligations, the Reorganized Debtors want the
Claims disallowed and expunged to the extent they seek recovery
in excess of amounts actually incurred by or due to National
Union under the terms of applicable governing documents between
the parties.

The National Union Claims also contain insufficient supporting
documentation, or the attached documentation is unclear or
unrevealing, Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P., in Phoenix, Arizona, notes.  As a result, the Reorganized
Debtors are unable to determine if any amounts are properly due
and owing on account of the Claims.

Moreover, Mr. Hansen tells the Court that the National Union
Claims improperly assert secured status and set-off right.  There
exists no factual or legal basis for the assertions.  Thus, to
the extent they do assert valid obligations, and to the extent
they are allowed, the National Union Claims should be
reclassified as non-priority general unsecured claims.

Mr. Hansen further contends that to the extent the National Union
Claims assert administrative expense status, they should be
disallowed and expunged as improperly filed.  The proof of claim
forms used to file the National Claims cannot be utilized to file
administrative claims.  National Union must file an appropriate
request under Section 503 of the Bankruptcy Code along with
required bases and documentation.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000).  The Debtors' Amended
Joint Plan of Reorganization became effective on June 1, 2005.


TECO AFFILIATES: Wants Graylon Hughes' $200K PI Claims Rejected
---------------------------------------------------------------
Graylon Hughes filed two claims asserting general unsecured
personal injury claims for $200,000 against Panda Gila River, LP.

Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P., in
Phoenix, Arizona, notes that the Hughes Claims do not specify the
nature of the alleged personal injury, other than asserting that
it occurred on October 17, 2002.  Moreover, the Reorganized
Debtors are not aware of any litigation commenced by Mr. Hughes
on account of the injuries.

The Reorganized Debtors believe that the Claims may relate to Mr.
Hughes' assertion that the Debtors have allegedly violated one or
more patents held by Mr. Hughes.

The Reorganized Debtors strongly dispute the allegations.  The
Debtors have not violated any patents or any rights held by Mr.
Hughes, and they have not harmed or damaged him in any way.

Absent any sufficient information to ascertain the Hughes Claims,
and absent any liabilities to the claimant, the Reorganized
Debtors ask the Court to disallow Claim Nos. 19 and 31.

Mr. Hansen adds that because the alleged injuries arose almost
three years before the Petition Date, the Court's order
confirming the Debtors' Plan of Reorganization prohibits Mr.
Hughes from commencing any litigation or other action to assess
or collect damages for his alleged injuries.  As a result, the
Claims are wholly contingent and incapable of being liquidated.

Moreover, the Claims appear to be duplicative -- Claim No. 31
sets forth the same amount, status, and basis as Claim No. 19.
Thus, Claim No. 31 must also be disallowed on grounds that it is
duplicative of Claim No. 19.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000).  The Debtors' Amended
Joint Plan of Reorganization became effective on June 1, 2005.


TRM CORP: Earns $2.9 Million of Net Income in Second Quarter
------------------------------------------------------------
TRM Corporation (NASDAQ: TRMM) reported financial results for the
second quarter ended June 30, 2005, which include record earnings
of $2.9 million for the period.

Recent highlights include the following, as compared to Q2 2004:

   * Gross sales more than doubled to $61.4 million from
     $28.8 million;

   * Net sales increased 47% to $33.2 million from $22.5 million;

   * EBITDA increased 73% to $11.0 million compared to
     $6.4 million;

   * Operating income increased 26% to $5.2 million from
     $4.1 million;

   * ATM operating income quadrupled to $5.0 million from
     $1.2 million

During Q2 2005, gross sales increased 113% to $61.4 million from
$28.8 million in Q2 2004.  The increase was generated by the
Company's ATM business, which had total gross sales of
$50.3 million for the quarter compared to $15.4 million for the
same period in 2004. Consolidated net sales were $33.2 million, a
47% increase compared to $22.5 million for the prior year period.
The increase in net sales during the quarter as compared to the
prior year period reflects the addition of approximately 15,700
ATM's resulting from the acquisition of the eFunds Corporation ATM
network offset by a $1.8 million or 17% decline in net sales from
the photocopy business.  Net sales also reflects increased sales
discounts, as the ATM revenue mix shifted from primarily full
placement to predominately merchant owned ATMs due to the
acquisition of the eFunds ATM portfolio.

Cost of sales during Q2 2005 increased 38% to $16.7 million from
$12.1 million in Q2 2004.  The increase in cost of sales reflects
increased ATM unit count and transaction volume.  As a result of
the growth in net sales, offset by the increase in cost of sales
as described above, gross profit increased 58% to $16.5 million
from $10.4 million last year.

Selling, general and administrative (SG&A) expenses were
$11.3 million, up 79%, compared to $6.3 million in Q2 2004.  The
increase in SG&A primarily reflects increased labor expense
necessary to accommodate the Company's expanding business, a
$2.1 million increase in amortization expense relating to ATM
contracts acquired in 2004, and a $1.0 million increase related to
the existing services agreement with eFunds Corporation.

EBITDA was $11.0 million in Q2 2005 as compared to $6.4 million
for the prior year period, an increase of 73%.

In Q2 2005 net income from continuing operations available to
common shareholders increased 40% to $2.9 million compared to
$2.0 million in Q2 2004.  Net income included interest expense of
$2.5 million and $0.9 million of expenses associated with the
transition of the eFunds ATM portfolio, partially offset by a
$0.7 million settlement gain with our directors and officers'
insurer and a $0.7 million tax benefit.  Net income was $0.19 per
diluted share in Q2 2005 compared to $0.23 in Q2 2004.  There was
an average of 14.8 million diluted shares outstanding in Q2 2005
compared to 8.7 million in Q2 2004.

During Q2 2005, the Company incurred certain expenses related to
the eFunds ATM network transition, which continue to decline since
the date of acquisition:

   * $0.6 million in Cost of Sales expenses related to operational
     expenses associated primarily with inefficiencies in armored
     car, cost of vault cash and third party service;

   * $0.3 million in SG&A expenses due to delayed staffing
     reductions and temporary labor needs during the quarter.

For the six months ended June 30, 2005, the Company reported gross
sales of $120.2 million, up 120% from $54.8 million in the prior
year's comparable period.  Net sales were $66.6 million, up 53%
from $43.5 million in the first six months of 2004. Gross profit
increased 56% to $32.4 million from $20.8 million last year, and
operating income was $9.8 million, up 17% from $8.4 million in the
first six months of 2004.

The Company reported EBITDA of $20.7 million for the first six
months of 2005, up 65% compared to $12.6 million in the first six
months of 2004.

For the first six months of 2005, income from continuing
operations was $4.5 million as compared to $5.4 million in the
prior year's comparable period.  Net income from continuing
operations available to common shareholders increased to
$4.3 million for the six-month period compared to $3.9 million in
last year's comparable period.  Net income was $0.30 per diluted
share compared to $0.45 in the first half of 2004.  There was an
average of 14.6 million diluted shares outstanding in the first
six months of 2005 compared to 8.4 million for the same period in
2004.

                       Segment Highlights

ATM

The increase in ATM sales and net sales reflects significantly
more ATM units overall, a result of acquisitions during 2004 (in
particular the eFunds ATM network acquisition) as well as organic
net new unit growth.  Specifically, the average number of ATMs in
the TRM network during the second quarter of 2005 increased to
nearly five times the average in the same period in 2004.  ATM
operating income increased to $5.0 million, an operating margin of
20.8%, from $1.2 million, an operating margin of 10.4%, in the
second quarter of 2004.  This reflects increasing economies of
scale in the ATM business, as net new units are integrated into
the Company's existing cost structure.

The difference in growth rate between gross sales and net sales
reflects sales discounts, which represent the portion of gross
sales retained by merchants, which increase as the ATM revenue mix
shifts from primarily full placement to mostly merchant owned
ATMs.  The majority of contracts acquired in 2004 were with retail
partners who own their ATMs, provide their own cash, and as a
result, receive the majority of the surcharge.

The decreases in average monthly withdrawals per unit, average
sales per withdrawal, and average monthly sales per unit are an
expected result of the acquisition of the eFunds ATM portfolio.
The ATMs acquired from eFunds are largely merchant owned, and have
substantially fewer withdrawals per ATM per month and lower sales
per ATM than the Company's historical averages.

Organic growth in the ATM business consisted of 676 net new ATM
placements in the first six months of 2005.  Management expects
limited growth of net new unit placements in the second half of
2005, excluding new unit gains that may result from possible
acquisitions.  The Company expects to focus upon redeployment and
optimization of existing ATM units during the third and fourth
quarters of 2005.

Photocopy

The decrease in net sales for Q2 2005 reflects a reduction in
deployed units as TRM continued a program of eliminating lower
volume sites that were unprofitable, and experienced lower
transaction volumes per unit when compared to the prior year
period.  The 14% decline in average monthly copies per unit is due
primarily to price increases that became effective in late 2003.
The decline in operating income was primarily the result of lower
copy volumes.

Photocopy operating income for the second quarter 2005 increased
to $2.1 million from $0.5 million during Q1 2005. Photocopy price
increases now underway had no material impact on photocopy
performance during the period.  Management anticipates that the
Company will continue to implement photocopy price increases in
the third and fourth quarters of 2005 with full impact being
realized in early 2006.

TRM Corp. continues to experience multinational expansion in
its ATM operation and remains among the largest independent ATM
networks in the United Kingdom.  Currently employing over 400
people throughout the United States, Canada, and the United
Kingdom, TRM manages over 30,000 locations in deployment,
processing, and maintenance for both ATM and Photocopy services.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
$150 million senior secured bank credit facilities of TRM
Corporation.  The ratings outlook is stable.

These ratings are assigned:

   * B2 Senior Secured Bank Credit Facility Rating
   * B2 Senior Implied Rating
   * Caa1 Issuer Rating
   * SGL-2 speculative grade liquidity rating

As reported in the Troubled Company Reporter on Oct 21, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Portland, Oregon-based TRM Corporation.  At the
same time, Standard & Poor's also assigned its 'B+' senior secured
debt rating to the company's proposed $150 million in senior
secured credit facilities.


UNISYS CORP: S&P Puts BB+ Corporate Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings on Blue Bell,
Pennsylvania-based Unisys Corp. on CreditWatch, with negative
implications.

"The CreditWatch listing reflects deteriorating operating
performance and credit protection measures, coupled with
uncertainties regarding the company's ability to improve
profitability and cash flows over the near term in light of
challenging market conditions and problematic contracts," said
Standard & Poor's credit analyst Philip Schrank.

For the six months ending June 30, 2005, Unisys reported a net
loss of $73 million, compared with net income of $48 million in
the year-ago period.  Although Unisys' Services segment grew
revenues 7% in the second quarter, operating income (excluding the
impact of pension expenses) had a loss of $8 million.

Additionally, the company's technology segment revenues declined
12% with a $6 million operating loss.  While Unisys expects to
generate $50 million of free cash flow in fiscal 2005, the company
reported $118 million of negative free cash flow in the first half
of 2005, which included a $39 million tax refund.  Unisys' debt
protection metrics have declined materially because of weakened
cash flow generation and the lack of profitability.  Adjusted
total debt to EBITDA (including pension liability, outstanding
balances under the accounts receivable securitization facility,
and operating leases) exceeds 5x.

Standard & Poor's will meet with management to assess Unisys
strategy for improving operating performance over the near term,
as well as expectations for future performance.


URANIUM RESOURCES: Registers 84.4 Million Shares for Resale
-----------------------------------------------------------
Uranium Resources, Inc., filed a prospectus to the Securities and
Exchange Commission relating to the resale of up to 84,411,893
shares of the Company's Common Stock, par value $0.001 per share.

Uranium Resources will not receive any of the proceeds from sales
of shares by Selling Stockholders.  Uranium Resources will pay
substantially all the expenses incident to the registration of the
shares, except for sales commissions and other expenses of Selling
Stockholders applicable to sales of their respective shares.

Uranium Resources' Common Stock is not currently listed on any
national securities exchange or the NASDAQ Stock Market.  Uranium
Resources' Common Stock is quoted on the Over the Counter Bulletin
Board under the symbol URIX.

A full-text copy of the prospectus is available for free at
http://ResearchArchives.com/t/s?d5

As of June 30, 2005, Uranium Resources' balance sheet showed a
$25,743,368 equity deficit.  The deficit was $15,292,696 at
Dec. 31, 2004.


VARTEC TELECOM: Wants to Close Reno Call Center & Reject Contracts
------------------------------------------------------------------
VarTec Telecom Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to:

   a) close the Call Center operation in Reno, Nevada and
      terminate its employees;

   b) reject executory contracts and unexpired leases associated
      with the Reno call center; and

   c) sell surplus personal property located at the Reno call
      center free and clear of liens, claims, interests and
      encumbrances.

The Debtors have decided to close the Reno call center effective
as of September 9, 2005, to reduce overhead expenses and otherwise
realize cost savings.

To accommodate the customer calls formerly serviced by the Reno
Call Center, the Debtors have outsourced services relating to,
among other things, wireless and commercial long distance
customers to Aegis Communications Group pursuant to the Court-
approved order to enter into contract with Aegis Communications as
reported in the Troubled Company Reporter on August 3, 2005.  They
intend to route remaining calls to other vendors who currently
provides other call center services to the Debtors under existing
agreements.

The Debtors have determined that the lease agreements dated
August 28, 1996, by and between Corporate Properties Associates 2
and 3, as well as the real property lease with Excel Teleservices,
Inc., are no longer necessary to their operations or to effect
successful reorganizations of their businesses.  VarTec wants to
reject the Corporate Properties agreements on September 9 and to
walk away from the Excel agreement on September 30, 2005.

Furthermore, the Debtors ask the Court to set October 31, 2005 as
the deadline by which any rejection damage claims must be filed.

The Debtors contemplate holding an online auction of the surplus
property on or about September 20, 2005.  Rosen Systems, Inc. will
conduct the auction.

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins LLP, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


WESTPOINT STEVENS: Wants Avoidance Action Procedures Modified
-------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York, at WestPoint Stevens, Inc. and its debtor-
affiliates' request, established certain procedures governing
discovery in connection with adversary proceedings brought by
them.  Pursuant to the Discovery Order, the Debtors have commenced
about 350 adversary proceedings.

In each Avoidance Action, once an answer is filed by a defendant,
deadlines are set within which further discovery must take place.
A number of these time periods began to run as of July 27, 2005.

The Debtors sought the dismissal of their Chapter 11 cases, a
consequence of which is the dismissal of the Avoidance Actions and
the repayment of any amounts collected in connection therewith to
Avoidance Action defendants.  Thus, if the Court approves the
Dismissal Motion, no further discovery will be necessary.

In this regard, the Debtors ask the Court to modify the Discovery
Order and stay the time periods for all discovery in connection
with the Avoidance Actions pending the Court's determination of
the Dismissal Motion.

Mark Chinitz, Esq., at Stein Riso Mantel, LLP, in New York, points
out that in the event that dismissal is not granted and the
parties elect not to pursue discovery prior to the resolution of
the Dismissal Motion, many of the discovery time periods will have
run and foreclose any further discovery by the parties.  Modifying
the Discovery Order to stay all discovery-related time periods,
nunc pro tunc to July 27, 2005, will preserve the status quo and
prevent the expiration of the time periods in effect with respect
to the Avoidance Actions.

Moreover, Mr. Chinitz discloses that employees of the Debtors who
have previously worked with counsel with respect to producing
information and documentation with regard to the Avoidance
Actions, have for the past several months been entirely focused on
working with the Purchaser of the Debtors' assets, and have been
unavailable to assist in discovery matters relating to the
Avoidance Actions.  The work with the Purchaser continues and is
not expected to abate any time soon.

"Entry of a stay will serve to minimize the costs and expenses to
all parties should the Avoidance Actions be dismissed," Mr.
Chinitz asserts.  "Moreover, if the Avoidance Actions are not
dismissed, a stay of the discovery time periods will prevent
prejudice to all of the parties."

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 54; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINSTAR COMMS: Case Management Conference Slated for Aug. 22
------------------------------------------------------------
The Hon. Baxter schedules a case management conference for Winstar
Communications and its debtor-affiliates' Chapter 7 cases on Aug.
22, 2005, at 10:00 a.m.  The conference will take place at
Courtroom 6 of the United States Bankruptcy Court for the District
of Delaware.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on April
18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).
The Debtors obtained the Court's approval converting their case to
a chapter 7 liquidation proceeding in January 2002.  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  When the
Debtors filed for bankruptcy, they listed $4,975,437,068 in total
assets and $4,994,467,530 in total debts.  (Winstar Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WORLDCOM INC: Judge Jones Sentences Two Ex-Worldcom Accountants
---------------------------------------------------------------
U.S. District Judge Barbara Jones sentenced former WorldCom, Inc.,
accountants Betty Vinson and Troy Normand for their participation
in the $11 billion fraud that led to WorldCom's bankruptcy.
Bloomberg News reports that Ms. Vinson is sentenced to five months
in jail and five months of home detention plus three years
probation, while Mr. Normand got probation.

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)


XTREME COS: June 30 Balance Sheet Upside-Down by $1.1 Million
-------------------------------------------------------------
Xtreme Companies, Inc. (OTC Bulletin Board: XTME) manufacturer of
mission-specific Fire-Rescue and Patrol boats and the exclusive
marketer and distributor of the 'Challenger Offshore' line of
boats, announced today that it posted record revenue of $552,300
for the quarter ended June 30, 2005 vs. $16,801 for the quarter
ended June 30, 2004.  The loss per share also decreased to (.03)
per share for the quarter ended June 30, 2005 vs. (.06) per share
for the quarter ended June 30, 2004.  The Company's complete
financial results are available on its Form 10-QSB for the period
ended June 30, 2005.

Xtreme CEO Kevin Ryan stated, "We are extremely pleased to
announce these record results.  It is clear our business model,
which had taken some time to roll out is beginning to pay big
dividends.  This past quarter we started to gain traction with
Fire & Rescue boat sales through Homeland Security grants and
increased our efficiency in marketing, sales and production of the
Challenger Offshore line.  We also added a top tier financial
professional as our CFO to assist us in managing what I believe
will continue to be a significant period of growth for Xtreme."

Xtreme Companies, Inc. -- http://www.xtremecos.com/-- is engaged
in manufacturing and marketing of mission-specific Fire-Rescue and
Patrol boats used in emergency, surveillance and defense
deployments.  The boats have been marketed and sold directly to
fire and police departments, the U.S. Military and coastal port
authorities throughout the United States.

Additionally, Xtreme is the exclusive marketer and distributor for
Marine Holdings, Inc. (MHI) d/b/a Challenger Offshore which
manufactures semi-custom fiberglass boats of 19' to 97' in length,
which include leisure, performance, fishing and motor yachts.  MHI
is best known for their products that compete directly with the
industry's largest boat producers.  Internationally known race
driver and designer Don Aronow, credited as being the architect of
the performance boat industry, designed and created some of the
hull technologies today used by Challenger Offshore.  Mr. Aronow
has also been credited with creating companies such as Cigarette,
Donzi, Formula, Apache and Magnum.

Xtreme holds an option to purchase 100% of the outstanding shares
of MHI by March 2006.

At June 30, 2005, Xtreme Cos.' balance sheet showed a $1,184,534
stockholders' deficit, compared to a $894,853 deficit at Dec. 31,
2004.


YUKOS OIL: Cuts Investment in Two Oil Units By 88%
--------------------------------------------------
Interfax reports that Yukos Oil Company reduced investments in
OAO Tomskneft and OAO Samaraneftegaz, two of the company's biggest
oil units, by 88% in the first half of 2005.

Tomskneft's capital expenditures decreased to RUB481 million in
2005 from RUB3.7 billion in 2004, while Samaraneftegaz's fell from
RUB315 million in 2004 to RUB16 million.

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)


* Proskauer Rose Names L. Solomon & B. Fader as Department Chairs
-----------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 625
lawyers in the U.S. and Europe, disclosed that Louis M. Solomon
and Bruce E. Fader have been named new co-Chairs of the Firm's
Litigation Department.

The veteran litigators will look to continue the impressive growth
of the department, which has experienced a three-fold increase in
revenue over the past seven years, and, at more than 200 attorneys
in three practice areas and more than 15 distinct practice groups,
has among the highest percentages of litigators among
international or national law firms.

Mr. Solomon joined Proskauer Rose in 2003, when attorneys from the
prominent litigation boutique, Solomon, Zauderer, Ellenhorn,
Frischer & Sharp, merged with Proskauer.  He has tried over 50
complex commercial cases to courts, juries, and regulatory and
arbitral tribunals nationally and internationally.  Most recently,
Mr. Solomon represented the New York Jets in a string of important
litigation victories against Cablevision related to the
development of Manhattan's West Side.  Other notable clients have
included PepsiCo and W.R. Huff Companies, for whom he recently
achieved post-trial a precedent-setting result in the area of
cross-boarder restructurings.

Mr. Fader has been part of Proskauer Rose's Litigation Department
since joining the Firm in 1976 and has served as a member of the
Firm's six person Executive Committee.  He regularly represents
U.S., French, Italian, and Japanese companies in both court
proceedings and international arbitrations.  His clients include
several significant life sciences and pharmaceutical product
companies. On the plaintiff's side, he has recovered more than
$100 million after trial three times and has dozens of other
multi-million dollar recoveries.  On the defense side, he has
handled significant securities and antitrust matters for U.S. and
foreign companies, including the successful defense of a 10b-5
class action during an eight week jury trial.

"Proskauer has built an extraordinarily powerful litigation
department by attracting or training talented attorneys who have
extensive experience in trying cases and substantive expertise in
a number of critically important practice areas," said Proskauer
Chairman Allen I. Fagin.

"No two people are more illustrative of the litigation talent at
this firm than Lou and Bruce, attorneys who have built their
careers in the courtroom, litigating high-stakes cases with
exceptional skill and insightful and persuasive arguments," he
added.  "As we look to the future and continue to build our
department to even greater breadth and depth, we are fortunate to
have them leading the way."

Mr. Solomon also serves as litigation head of the firm's
International Practice Group and co-head of the firm's Antitrust
and Trade Regulation Practice Group. His international litigations
involving U.S. and foreign clients have included matters in
numerous EU countries, Latin America (Argentina, Peru), the Far
East (Thailand, Taiwan, the Philippines), and the former Soviet
Union.  Mr. Solomon earned his law degree, magna cum laude, from
Harvard Law School in 1979.

Mr. Fader has been extensively involved with the Legal Aid
Society, where he now serves as a Director, and with the
Association of the Bar of the City of New York, where he has
served on the Judiciary Committee, the State Court Committee, the
Federal Courts Committee and the Committee on the Second Century.
He also served as part of an American Judicature Society team that
produced an extensive report that led to major changes in the
jurisdiction of the New York Court of Appeals. He earned his law
degree from Brooklyn Law School in 1974.

Proskauer Rose -- http://www.proskauer.com/-- founded in 1875, is
one of the nation's largest law firms, providing a wide variety of
legal services to clients throughout the United States and around
the world from offices in New York, Los Angeles, Washington, D.C.,
Boston, Boca Raton, Newark, New Orleans and Paris.  The firm has
wide experience in all areas of practice important to businesses,
including corporate finance, mergers and acquisitions, general
commercial litigation, private equity and fund formation, patent
and intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations and taxation.  Its clients span industries
including chemicals, entertainment, financial services, health
care, hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* Proskauer Rose Names Bert Deixler to Head Los Angeles Office
--------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 625
lawyers in the U.S. and Europe, named Bert H. Deixler to head the
firm's Los Angeles office.

A veteran litigator who has represented entities and individuals
in a wide variety of industries including the entertainment,
consumer goods, real estate, and securities businesses, Mr.
Deixler will guide an office that has enjoyed exceptional growth
since it was opened in 1979 as Proskauer's first office outside of
New York.

"This is a great time in Proskauer's history and in the history of
our Los Angeles office," said Mr. Deixler.  "The last five years
of growth and record profitability, coupled with the increasing
depth in our litigation, corporate and labor and employment
practices, have created a platform that has allowed our Los
Angeles office to provide first rate client service and a
harmonious environment in which our lawyers and staff can thrive
and enjoy their work.

"Over the course of the next five years, we will continue our
dynamic course of success and maintain the special feeling that
distinguishes Proskauer," he added.  "I am thrilled at the
opportunity to lead this effort."

"For years, Bert has been one of our best litigators and I have no
doubt he will have equal success with the growth of our Los
Angeles office as he has had in the courtroom on behalf of our
clients," said Proskauer Chairman Allen I. Fagin.

In addition to his work on behalf of clients such as American
Honda, Bed, Bath and Beyond, DIC Entertainment, Mattel Inc., V-2
Records, Sanctuary Music Group, Emmis Radio, City of Simi Valley,
Tom Petty, Snoop Dogg, Guns N' Roses, and No Doubt, to name just a
few, Mr. Deixler has been actively involved in pro bono legal and
civic matters.  One of his most recent pro bono cases took him
before the United States Supreme Court this term, where he
successfully argued that the California Department of Corrections'
practice of segregating male prisoners by race was
unconstitutional.  In addition, he has acted as counsel on a host
of police conduct investigative commissions in the City of Los
Angeles and serves as a Board Trustee for legal and charitable
organizations.

Before joining Proskauer in 2000, Mr. Deixler was a partner in
McCambridge, Deixler & Marmaro and, prior to that, was an
associate and partner at Manatt, Phelps.  Before re-entering
private practice, he served as an Assistant United States Attorney
for the Central District of California, where he prosecuted, among
many other significant matters, securities fraud cases against the
founder of the Mattel Corporation, bribery cases against senior
executives of Hughes Aircraft, and regulatory violations against
Santa Fe Railroad.

Proskauer Rose -- http://www.proskauer.com/-- founded in 1875, is
one of the nation's largest law firms, providing a wide variety of
legal services to clients throughout the United States and around
the world from offices in New York, Los Angeles, Washington, D.C.,
Boston, Boca Raton, Newark, New Orleans and Paris.  The firm has
wide experience in all areas of practice important to businesses,
including corporate finance, mergers and acquisitions, general
commercial litigation, private equity and fund formation, patent
and intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations and taxation.  Its clients span industries
including chemicals, entertainment, financial services, health
care, hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***