TCR_Public/050822.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, August 22, 2005, Vol. 9, No. 197

                          Headlines

ABITIBI-CONSOLIDATED: Moody's Affirms Ba3 Debt Rating
ACE AVIATION: Appoints Richard McCoy to Board of Directors
ACTIVANT SOLUTIONS: Buying Prophet 21 for $215 Million
ACTIVANT SOLUTIONS: Moody's Reviews $177 Million Notes' B2 Ratings
ADVANSTAR COMMS: Earns $15.5 Million of Net Income in 2nd Quarter

ALASKA AIRLINES: Transport Workers Ratify Amended Labor Contract
ALDERWOODS GROUP: Three More Class Actions Filed in Tenn. & Calif.
ALLEGHENY ENERGY: Sells Wheatland Facility to PSI for $100 Mil.
ALOHA AIRGROUP: Court Okays Assumption of Interline Agreements
AMERISTAR CASINOS: S&P Rates Proposed $1.2 Billion Debt at BB+

APCO LIQUIDATING: Case Summary & Largest Creditors
ARDENT HEALTH: Moody's Withdraws $675 Million Debts' Low-B Ratings
ARTEMIS INT'L: Stockholders' Deficit Widens to $7.91M at June 30
ATA AIRLINES: Wants Mikelsons Severance Agreement Approved
ATKINS NUTRITIONALS: Wants AFCO to Finance $685K Insurance Premium

AVIA ENERGY: Wants Marvin Mohney as Bankruptcy Counsel
AVIA ENERGY: Wants Scheef & Stone as Special Counsel
BEAR STEARNS: Fitch Rates $1.5 Million Private Certificates at BB
BEVERLY ENTERPRISES: Moody's Reviews $330 Million Notes' Ratings
BLACK WARRIOR: Stockholders' Deficit Widens to $25.21 at June 30

BSI HOLDING: Trustee Inks Settlement Pact with Conn. General Life
BUEHLER FOODS: Wants Until November 7 to Decide on Leases
CABLE & WIRELESS: Fitch Affirms Long-Term BB+ Rating
CATHOLIC CHURCH: Disclosure of Priests' Records Denied in Portland
CATHOLIC CHURCH: Portland Wants Discovery Proceedings Protected

CENTERPOINT ENERGY: 90.6% of Noteholders Tender $520MM Old Notes
CITATION CORP: S&P Rates $180 Million Secured Term Loan at CCC+
CLEARWATER TIMBER: Voluntary Chapter 11 Case Summary
CREST 2004-1: Fitch Affirms Low-B Ratings on Five Cert. Classes
CROWN HOLDINGS: Selling Global Plastic to PAI Partners for $750MM

CROWN MEDIA: Board Explores Strategic Alternatives & Possible Sale
CROWN MEDIA: June 30 Balance Sheet Upside-Down by $33.9 Million
DEL LABORATORIES: S&P Puts B Corporate Credit Rating on Watch
DRUGMAX INC: July 2 Balance Sheet Upside-Down by $2.9 Million
EL PASO: Issues Common Stock to Satisfy Purchase Contracts

ENHANCED MORTGAGE: Fitch Places BB Rating on $30MM Class B Certs.
FALCON PRODUCTS: Committee Says Disclosure Statement Is Deficient
FALCON PRODUCTS: Says Ad Hoc Committee's Disrupting the Process
FALCON PRODUCTS: Wants to Sell Property to RWMA Venture for $490K
FEDERAL-MOGUL: Dist. Court Pegs Asbestos Liability at $9.4 Billion

FEDERAL-MOGUL: Inks Settlement Pact with Verizon Wireless
FIBERMARK: Court Unseals Examiner's Redacted Report
FIREARMS TRAINING: Balance Sheet Upside Down by $28.9M at June 30
FLOWSERVE CORP: Completes $1 Billion Debt Refinancing
GARDEN RIDGE: Wants Claims Objection Deadline Stretched to Jan. 7

GEO SPECIALTY: Closing of Chapter 11 Cases Moved to September 30
HAYES LEMMERZ: Four Directors Acquire 9,696 Shares of Common Stock
HEARME: Board Approves $274,612 Final Cash Distribution
INDYMAC ABS: Poor Collateral Performance Cues Fitch's Downgrade
IT GROUP: Administrative Claims Objection Deadline is Oct. 31

JOHNSONDIVERSEY: S&P Revises Long-Term Rating Outlook to Negative
KAISER ALUMINUM: Retirees Committee Balks at Disclosure Statement
KB TOYS: Bankruptcy Court Confirms Amended Reorganization Plan
KEYSTONE CONSOLIDATED: Hires Chilton Yambert as Special Counsel
KRISPY KREME: Court Extends KremeKo's CCAA Protection to Sept. 2

KRISPY KREME: GE Canada Gets Okay to Repossess KremeKo Collateral
LAND O'LAKES: Completes $315 Million Sale of CF Industries Stake
LAND O'LAKES: Plans to Pay Ag Services Members $33 Million
LIBERTY MEDIA: Moody's Lowers $12 Billion Notes' Ratings to Ba1
MASSACHUSETTS PORT: S&P Lowers Revenue Bonds' Rating to B

MCI INC: Directors Invest 25% of Their Fees in Company Stock
METRICOM INC: Has Until December 30 to Object to Claims
MIDWAY AILINES: Ch. 7 Trustee Says $140MM In Claims Won't Get Paid
MIRANT CORP: Wants Deutsche Bank to Produce Assignment Agreements
MIRANT CORP: Wants Scope of Hiscock's Services Expanded

MPOWER HOLDING: Can Object to Proofs of Claim Until Oct. 20
NBS TECHNOLOGIES: Balance Sheet Upside-Down by CDN$4.3M at June 30
NORTHWEST AIRLINES: Continues Operations Amid Mechanics' Strike
OVERNITE TRANSPORTATION: Moody's Withdraws Corporate Family Rating
PACIFIC MAGTRON: Micro Technology Objects to Disclosure Statement

PEGASUS SATELLITE: Court Allows FTI Consulting's Final Fees
PEGASUS SATELLITE: Miller Buckfire Gets $7.3-Mil. for Compensation
POLAROID CORP.: Administrator's File Final Report Due by Nov. 15
POLAROID CORP.: Deadline for Objecting to Claims is Now Sept. 15
PONDEROSA PINE: Civil Action Removal Period Extended Until Oct. 5

PRECISION SPECIALTY: Admin. Claims Must Be Filed by Sept. 26
RITE AID: Expects to Raise $111.5MM from Preferred Stock Offering
RITE AID: Picks Citigroup & J.P. Morgan to Underwrite Offer
ROOMLINX INC: Issuing 21.4 Million Shares in SuiteSpeed Merger
RUSSELL-STANLEY: Files Prepackaged Chapter 11 Petition in Delaware

RUSSELL-STANLEY: Case Summary & 75 Largest Unsecured Creditors
SECURECARE TECH: Equity Deficit Tops $1.24 Million at June 30
SHEFFIELD STEEL: S&P Withdraws B- Corporate Credit Rating
STELCO INC: Inks Pact to Sell Stelpipe's Assets to Romspen
S-TRAN HOLDINGS: Wants to Make Interim Payment to LaSalle Business

S-TRAN HOLDINGS: Wants Removal Period Stretched to November 9
TELTRONICS INC: Reports $5.44 Million Equity Deficit at June 30
TOMMY HILFIGER: Filing 2004 & 2005 1st Quarter Results Next Month
TOMMY HILFIGER: May Sell Business as U.S. Attorney Probe Ends
TOMMY HILFIGER: Will Pay $18.1 Tax Bill at End of Government Probe

TRANSTECHNOLOGY CORP: June 26 Balance Sheet Upside-Down by $6 Mil.
TRINSIC INC: June 30 Balance Sheet Upside-Down by $21 Million
US AIRWAYS: Court Okays Aircraft Sale to Mountain Capital
WEX PHARMACEUTICALS: Substantial Losses Spur Going Concern Doubt
WEX PHARMACEUTICALS: Unsecured Noteholders Demand Redemption

WILLIAMS SCOTSMAN: Extending Consent Solicitation Until Aug. 31
WINN-DIXIE: Begins Store Closing Sales at 257 Locations
WINN-DIXIE: U.S. Trustee Appoints 5-Member Equity Holders' Panel
WINN-DIXIE: Wants to Extend Plan Filing Period to Dec. 19
WISE METALS: S&P Junks $150 Million Senior Secured Notes' Rating

WORLDCOM INC: Two Officers Dispose of 8,337 Shares of Common Stock
XYBERNAUT CORP: Taps Boardroom Specialist as Restructuring Advisor
YUKOS OIL: Court Allows Fulbright & Jaworski's $3 Mil. Fees

* Alec P. Ostrow Serves as Panelist at ABI Mid-Atlantic Conference

* BOND PRICING: For the week of Aug. 15 - Aug. 19, 2005

                          *********

ABITIBI-CONSOLIDATED: Moody's Affirms Ba3 Debt Rating
-----------------------------------------------------
Moody's Investors Service downgraded Abitibi-Consolidated Inc.'s
Speculative-Grade Liquidity rating to SGL-4, indicating weak
liquidity, from SGL-3, indicating adequate liquidity.  Abitibi's
debt is rated Ba3 and the outlook is negative.

The rating action was prompted by the fact Abitibi's key credit
facility matures inside of the next four quarters, in June of
2006.  While it is expected that the facility's maturity date will
be extended, when considered in combination with the fact the
company's Accounts Receivable securitization program is not
committed, and the company is not likely to generate sufficient
cash flow over the next four quarters to replace the external
funding were it required, Moody's SGL methodology characterizes
the situation as evidencing weak liquidity.

In addition, the SGL rating continues to reflect Abitibi's recent
trend of weak-to-negative free cash flow together with
uncertainties concerning the magnitude, sustainability and impact
of the commodity price recovery.  It should be noted that SGL
ratings are inherently more volatile than long-term debt ratings.
Whereas Moody's attempts to ensure that long-term debt ratings are
valid on a "through-the-cycle" basis, SGL ratings are expected to
change far more frequently.  Given that Abitibi's revolving bank
credit facility matures in June of 2006, and given Moody's SGL
methodology and practice of reviewing SGL ratings on a quarterly
basis, in the event the credit facility's maturity is extended, it
is likely the SGL rating will be revised upwards.

Rating Decreased:

     Abitibi-Consolidated Inc.:

        * Speculative Grade Liquidity Rating: to SGL-4 from SGL-3

Ratings affirmed:

     Abitibi-Consolidated Inc.:

        * Outlook: negative
        * Corporate Family: Ba3
        * Senior Unsecured: Ba3
        * Senior Unsecured Shelf Registration: (P)Ba3

     Abitibi-Consolidated Company of Canada:

        * Bkd Senior Unsecured: Ba3
        * Senior Unsecured Shelf Registration: (P)Ba3

     Abitibi-Consolidated Finance L.P.:

        * Bkd Senior Unsecured: Ba3
        * Senior Unsecured Shelf Registration: (P) Ba3

     Donohue Forest Products Inc.:

        * Bkd Senior Unsecured: Ba3

Abitibi's liquidity arrangements are characterized as being weak
according to Moody's SGL methodology, and accordingly, have been
assigned an SGL-4 Speculative Grade Liquidity Rating.  The company
maintains a C$816 million revolver that is largely un-drawn and a
US$500 million accounts receivable securitization vehicle that is
generally more fully utilized.  The bank facility matures in June
2006.  While Moody's views it as adequate back-up for the
approximately C$400-to-C$500 million in outstanding receivables'
financing, the SGL-4 rating results from two key components of
Moody's liquidity assessment methodology:

   1) Since Abitibi's accounts receivable securitization facility
      is uncommitted (rather than committed for a term-to-maturity
      beyond the forward looking rolling four quarter SGL time
      horizon) and may be terminated (with prior notice) by the
      service provider, Moody's deems that an approximately
      equivalent portion of the company's bank credit facility is
      reserved for back-up purposes; and

   2) Moody's SGL methodology would considers a scenario that
      assumes Abitibi's bank credit cannot be rolled over, and
      would therefore mature within 12 months (at June 30, 2006).
      In this circumstance, the company would likely not generate
      sufficient cash flow to off-set the loss of the external
      financing.

As noted above, SGL ratings are inherently more volatile than
long-term debt ratings.  Whereas Moody's attempts to ensure that
long-term debt ratings are valid on a "through-the-cycle" basis,
SGL ratings are expected to change far more frequently.  Given
that Abitibi's revolving bank credit facility matures in June of
2006, and given Moody's SGL methodology and practice of reviewing
SGL ratings on a quarterly basis, in the event the credit
facility's maturity is extended prior to Moody's next review,
there is the potential of the SGL rating being revised upwards at
that time.

Abitibi is in compliance with its key financial covenants (Maximum
Debt-to-Capitalization (66.9% actual at June 30, 2005 versus 70%
threshold), and Minimum Interest Coverage (2.2x actual at June
30th versus 1.50x threshold; threshold increases to 1.75x in
2006)).  Moody's estimates that Abitibi could access the entire
unused amount of the credit facility without violating its Debt-
to-Capitalization covenant.

While the company is expected to be modestly Free Cash Flow
positive in 2005, it is not expected to turn a profit.
Consequently, the cushion relative to this test may not be as
great going forward.  However, so long as Abitibi is not required
to make material adjustments to the carrying value of idled assets
that have not been written-off (beyond the C$75 million pre-tax
charge related to the Kenora and Stephenville facilites that will
be taken in the third quarter), and so long as additional price
increases are realized during the course of the year, Abitibi
should be able to manage this figure so that compliance is
maintained.  With Cash Flow from Operations expected to display
modest improvement over the next several quarters, Moody's also
expects the Interest Coverage test cushion to increase through
2005.

The Ba3 ratings reflect Abitibi's very high financial leverage and
the resulting very poor credit protection measures observed over
the past three years.  In addition, risks stemming from the
ongoing evolution of communication and advertising patterns, and
their consequent impact on the printing and writing papers market,
including the persistent decline of the North American newsprint
business, are an important influence.  So too are risks related to
the company's exposure to further Canadian dollar appreciation,
and as well, pressure from other input costs such as wood,
electricity, chemicals and labor.  The company's results have been
quite cyclical and are expected to remain so, with demand, price
and cash flow varying widely over short periods of time.

Lastly, Moody's anticipates that alternative uses of cash flow
(pension funding, selected investments) are likely to adversely
affect debt reduction.  Despite the margin erosion caused by the
above-noted exchange rate dynamic, Abitibi continues to have
relatively low cash costs of production compared to its peer
group.  This is supported by good backwards integration into fiber
supply and good energy self-sufficiency.  The uncoated mechanical
papers market appears to have modest positive momentum, with six
price increases in past two years, and with capacity utilization
in the commercial printing sector improving from a very low base.

Despite its debt burden, the company has taken a leadership role
in managing supply in order to balance the market, and recently
announced an additional initiative that Moody's expects will
assist in improving both market fundamentals and the company's
position.  Successive term debt maturities though 2011 provide an
opportunity to de-lever if cash flow is available.  While the
company is not actively selling assets, it has significant
flexibility to reduce debt from asset sale proceeds.

The outlook is negative, and reflects Moody's assessment of the
challenges facing the company in normalizing the relationship
between its debt load and its cash flow at the Ba3 rating level.
The North American newsprint market is characterized by declining
demand, and is in the midst of a protracted restructuring with
participants removing capacity in order to better balance supply
with demand.  With recent producer actions chasing a target that
moved much more quickly than was anticipated, it is uncertain when
they will catch-up, and when pricing will generate acceptable
returns.

In addition, the sustainability of the pricing impact of supply
management initiatives is not yet proven.  For a given level of
demand, Moody's is skeptical that consumers have to accept pricing
increases as a result of input price or exchange rate induced
cost-push pressures.  In the context of gradually declining
demand, and with the potential of slowing economic growth, it is
not certain that margins can be expanded on a sustainable basis,
and consequently, margins may remain under significant pressure.

Accordingly, Moody's is concerned that difficult North American
market fundamentals may cause current commodity pricing to be
representative of near peak levels.  Therefore, while Moody's
expects Abitibi's 2005 results to show improvement over the dismal
results posted for the past three years, the magnitude and
sustainability of the improvement are uncertain.  There are also
risks that decreases in North American demand may yet again
accelerate, or that its relative cost position will be further
eroded by appreciation of the Canadian dollar, both of which would
augment the required debt-to-cash flow adjustments.

Moody's expectations for a Ba3 rating include average through-the-
cycle Retained Cash Flow to Total Adjusted Debt ("RCF/TD") in
excess of 10%, with the related (RCF-CapEx)/TD measure in excess
of 5%.  Note that Moody's debt figures include adjustments to debt
for off-Balance Sheet Accounts Receivable securitization vehicles,
operating leases and unfunded pensions.  These are made since the
underlying obligations contribute incremental leverage that is
debt-like.  Either or both of the outlook and ratings could be
upgraded if Abitibi takes specific proactive steps to permanently
reduce indebtedness or increase profitability so as to ensure the
above credit metrics can, on average through the commodity price
cycle, be exceeded.  In the absence of such proactive steps being
implemented in the very near term, and in the event either or both
of 2005 results and expectations for 2006 do not show dramatic
improvement over the recent past, a ratings downgrade becomes more
likely.  A downgrade would also result from significant debt-
financed acquisition activity or were liquidity arrangements to
deteriorate significantly.

Abitibi-Consolidated Inc., headquartered in Montreal, Quebec, is
North America's leader in newsprint and uncoated mechanical paper
and also has a significant lumber business.


ACE AVIATION: Appoints Richard McCoy to Board of Directors
----------------------------------------------------------
ACE Aviation Holdings Inc. reported the appointment of Mr. Richard
M. McCoy of Toronto to the ACE Board of Directors.  Mr. McCoy
replaces the Honourable Frank McKenna who left the Board in March
2005 upon his appointment as Canada's Ambassador to the United
States.  Prior to his retirement, Mr. McCoy was Vice Chairman,
Investment Banking at TD Securities Inc.  He was active in the
securities industry for 35 years.  Prior to joining TD Securities
in 1997, Mr. McCoy was Deputy Chairman of CIBC Wood Gundy.  Mr.
McCoy is director of several Canadian companies and is a past
Chairman of the Shaw Festival Foundation.

"I want to welcome Dick McCoy to the ACE Board of Directors," said
Mr. Milton.  "Dick is a well known business leader and his
contributions to our Board will be welcome as we continue to
aggressively implement our strategy of maximizing the value of
ACE's business units."

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

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP. (Air Canada
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


                         *     *     *

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


ACTIVANT SOLUTIONS: Buying Prophet 21 for $215 Million
------------------------------------------------------
Activant Solutions Inc. has agreed to acquire Prophet 21(R), Inc.

Under the terms of a definitive merger agreement entered on
August 15, 2005, Prophet 21 will merge with a newly formed
subsidiary of Activant.  As a result, Activant will become the
owner of all of the outstanding stock of Prophet 21.  The
aggregate purchase price is approximately $215 million, subject to
certain adjustments.  The transaction is expected to close in mid-
September 2005, subject to the satisfaction of certain customary
closing conditions.

"This latest acquisition is part of Activant's ongoing growth
strategy to become the premier provider of vertical business
management solutions, serving small and medium-sized businesses,"
said Larry Jones, CEO of Activant Solutions.  "Prophet 21's
next-generation business management solution, CommerceCenter, and
e-commerce offering, Trading Partner Connect, give Activant a more
comprehensive solution set that deepens our market expertise and
leadership in the wholesale distribution industry."

Since 1967, Prophet 21 has worked with distributors in many
wholesale distribution verticals, such as industrial, fasteners,
electrical, fluid power, medical, HVAC, plumbing, tile, paper,
packaging, janitorial and other vertical segments.
CommerceCenter, Prophet 21's next-generation software solution,
combines the power of SQL Server and the familiarity of the
Windows(R) operating system in a product designed especially for
distributors.  Features include order and inventory management,
purchasing, pricing, financial management, customer relationship
management, business reporting and analysis, e-business, and
warehouse management.

In addition to CommerceCenter, Prophet 21 offers several solutions
targeted to specific industries, including Acclaim, Array, D2K,
IAS, Disc, Faspac(R), Prism(R), Turns, XL, and Stanpak(R).
Activant will continue to support and enhance Prophet 21 products
as well as Activant's current wholesale distribution offerings,
including Activant Prelude and Activant Eagle for Distribution.
Customer contact information will remain the same.

"Both Activant and Prophet 21 are focused on helping distributors
better run their businesses end-to-end," said Chuck Boyle, CEO of
Prophet 21.  "By leveraging the combined resources of both
companies, we can continue to deliver quality customer service and
leading-edge products that will help our customers grow their
businesses to the next level."

A full-text copy of the Merger Agreement is available for free at
http://ResearchArchives.com/t/s?e6

                        About Prophet 21

Prophet 21, Inc. -- http://www.p21.com/-- develops technology
solutions and services for the wholesale distribution vertical
market that are designed to help distributors increase sales,
improve customer service, and reduce operating costs.  Founded in
1967, Prophet 21 continues to expand and enhance both its products
and customer base.  Prophet 21 CommerceCenter - the popular
enterprise software solution for distributors - combines the power
of SQL Server and the familiarity of the Windows(R) operating
system in a solution designed especially for distributors.
Trading Partner Connect, a leading Internet trading network for
distributors, expedites sourcing, expands geographic reach, and
streamlines transactions between distributors and manufacturers.
Prophet 21 Professional Services include support, consulting, and
educational programs designed to give distributors the maximum
return on their technology investment.

                    About Activant Solutions

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B+' debt rating
to Austin, Texas-based Activant Solutions Inc.'s proposed
$120 million senior unsecured floating rate notes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and senior unsecured debt ratings.

The proposed floating rate notes are rated the same as the
corporate credit rating, because of the minimal amount of secured
debt, a $15 million revolving credit facility, in the capital
structure.  Proceeds from the proposed floating rate notes will
primarily be used to fund the acquisition of Speedware
Corporation, which was announced in January 2005.  S&P says the
outlook is stable.

As reported in the Troubled Company Reporter on Mar. 1, 2005,
Moody's Investors Service assigned a B2 rating to the proposed
$120 million five-year senior unsecured floating rate notes issue
of Activant Solutions Inc.  Concurrently, Moody's affirmed its B2
rating on Activant's $157.0 million (face value) senior unsecured
notes, due 2011.  The net proceeds from this unregistered offering
were earmarked to finance the company's acquisition of Speedware
Corporation Inc., a publicly held company that provides
ERP solutions to the hardware, lumber, building materials and
wholesale trade markets.


ACTIVANT SOLUTIONS: Moody's Reviews $177 Million Notes' B2 Ratings
------------------------------------------------------------------
Moody's Investors Service has placed the ratings of the Activant
Solutions Inc. under review for possible downgrade.  The review
is prompted by the company's disclosure of its intention to
acquire Prophet 21, a provider of vertical market focused
enterprise software and services for the distribution industry,
for approximately $215 million, which will materially elevate
Activant's debt from current levels and could increase leverage
measures.

As stated in Moody's press release of February 25, 2005, "the
ratings may encounter near term downward pressure from some
combination of:

   1) increased total leverage to greater than 4.75x;

   2) tightened EBITDA;

   3) less CapEx to interest expense to less than 1.75x; and

   4) increased difficulty remaining in compliance with the
      revolver's financial covenant tests."

This acquisition is expected to close by September 15, 2005.

The review will assess Activant's integration plans for Prophet 21
and its other recent acquisitions for possible execution risks in
combining operations as well as its financial position following
the acquisition.  Furthermore, the review will evaluate the
overall risk arising from the competitive pressures in Activant's
core small-to-medium enterprise resource planning marketplace and
the continuing decline in Activant's traditional automotive parts
aftermarket line of business, albeit giving due consideration to
the company's newfound strength in servicing the lumber and
building materials after market.

These ratings are placed under review:

   * B2 rating on $120 million senior unsecured notes, due 2010

   * B2 rating on $157 million (face value) senior unsecured notes
     due 2011; and

   * B1 Corporate Family Rating

Activant Solutions Inc., based in Austin, Texas, provides business
management solutions serving small and medium sized businesses in
four primary vertical markets:

   * hardware and home center,
   * lumber and building materials,
   * the automotive parts aftermarket, and
   * wholesale distribution.

For the latest quarter ending June 30 2005, the company generated
$73 million in revenues and approximately $17 million in EBITDA.


ADVANSTAR COMMS: Earns $15.5 Million of Net Income in 2nd Quarter
-----------------------------------------------------------------
Advanstar Communications Inc., reported operating results for the
second quarter and six months ended June 30, 2005.

Revenue from continuing operations in the second quarter of 2005
declined 0.4% to $56.0 million from $56.2 million in the second
quarter of 2004.  The slight decrease in revenue was primarily due
to softness in the Life Sciences publishing group.  Revenue from
continuing operations in the first half of 2005 increased to
$146.6 million from $141.7 million in the same period of the prior
year.

Operating loss from continuing operations was $3.5 million in the
second quarter of 2005, even with the same period of 2004.
Operating loss in the second quarter of 2005 includes charges
related to the Company's restructuring.

Operating income from continuing operations in the first half of
2005 declined 6.8% to $18.2 million from $19.5 million in 2004.
This decline is primarily due to the restructuring charges, along
with planned investments in new initiatives in the Life Sciences
and Powersports operating groups.

Net income in the second quarter was $15.5 million compared to a
net loss of $27.8 million in the second quarter of 2004.  Net
income in the second quarter of 2005 includes results of assets
sold to Questex, which are reported separately as discontinued
operations, as well as the $53.0 million gain the Company recorded
on the sale of these assets.  This gain was partially offset by
the loss related to the extinguishment of a portion of the
Company's debt.  Net loss in the second quarter of 2004 includes
the results of assets sold to Questex in May 2005 and those of
joint ventures in French and German trade show businesses.  These
joint ventures were sold in 2004 and are also reported separately
as discontinued operations.

Net income in the first half of 2005 was $21.7 million compared to
a net loss of $11.7 million in the first half of 2004.  In
addition to second quarter items already mentioned, net income in
the first half of 2005 reflects the favorable impact of a
cumulative effect of a $4.6 million accounting change related to
the consolidation of Advanstar.com (adoption of FASB
Interpretation No. 46R "Consolidation of Variable Interest
Entities," which became effective for us on January 1, 2005).  Net
income in the first half of 2004 includes the results of the
Company's Art trade show and publications, as well as the joint
ventures in French and German trade show businesses, which were
sold in 2004 and are reported separately as discontinued
operations.

Cash used in operating activities increased $9.9 million to $13.6
million in the first half of 2005 from $3.7 million in the same
period last year, due primarily to the extinguishment of a portion
of the Company's debt, severance payments associated with
restructuring activities and the sale of assets to Questex.

Advanstar's results for the second quarter of 2005 reflect the
effects of the Company's sale of certain assets to Questex Media
Group, a subsequent corporate restructuring and the repurchase of
a portion of the Company's debt using the asset sale proceeds.

                         Asset Sale

On May 23, 2005, Advanstar completed the sale of its Information
Technology & Communications, Travel & Hospitality, Beauty, Home
Entertainment, Abilities and Portfolio groups to Questex and
streamlined its business to focus on publishing, trade show and
other operations within its Fashion, Life Sciences and Powersports
groups.  The sale resulted in the Company recording a $53 million
gain in the second quarter on the sale of these assets.

                    Corporate Restructuring

Following the sale of assets to Questex, the Company began a
corporate restructuring process, which included a workforce and
leased office space reduction.  The reduction of leased office
space in:

    * New York;
    * Milford, Connecticut; and
    * Santa Ana, California,

resulted in a charge of $800,000 in the second quarter for future
facility rental payments, net of expected sublease income.

Workforce reductions resulted in a second quarter charge of
$1.2 million for severance costs.  The Company expects the
workforce reduction to be completed by the end of the year, with
severance payments continuing into 2006.  At the same time, the
Company expects to record additional charges of approximately
$700,000 related to the restructuring in future quarters of 2005.
The estimated annualized cost savings of the Company's
restructuring is approximately $9 million.

                       Debt Extinguishment

During the second quarter, $8.7 million of the Company's fixed
rate notes and $117.8 million of floating rate notes were retired.
As a result, $12.6 million in losses were incurred in relation to
the extinguishment of a portion of our debt.  Advanstar's debt at
the end of the second quarter was reduced 25% compared to the same
period of 2004.

Joe Loggia, President and CEO of Advanstar, said: "The second
quarter was a period of significant activity for Advanstar, as we
implemented several strategic initiatives to strengthen our
business.  First, our successful disposition of certain non-core
assets firmly focuses our business on markets where our product
positions, teams and core competencies converge with market and
industry dynamics to maximize our potential.  Second, we began the
process of restructuring our organization, which will enhance our
operational effectiveness, generate significant cost savings and
better position the Company for long-term growth. And third, we
reduced our debt.

"Advanstar's current portfolio in Fashion, Life Sciences and
Powersports includes premier trade shows and conferences and
leading publications.  Our plan is to continue to grow and
diversify our revenue streams by developing innovative products
that fill gaps along the communications supply chain and improve
the connection between our customers and theirs.  We have already
implemented several new initiatives aimed at growing categories
within our existing products and markets and we have also launched
several new products into adjacent markets." Mr. Loggia continued.

Advanstar Communications Inc. -- http://www.advanstar.com/-- is a
leading worldwide media company providing integrated marketing
solutions for the Fashion, Life Sciences and Powerports
industries.  Advanstar serves business professionals and consumers
in these industries with its portfolio of 55 expositions and
conferences, 55 publications and directories, 75 electronic
publications and Web sites, as well as educational and direct
marketing products and services.  Market leading brands and a
commitment to delivering innovative, quality products and services
enables Advanstar to "Connect Our Customers With Theirs."
Advanstar has roughly 1,000 employees and currently operates from
multiple offices in North America and Europe.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Standard & Poor's Ratings Services revised its outlook on
Advanstar Communications Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed its existing ratings on the
company, including its 'B' corporate credit rating.  The Duluth,
Minnesota-based business-to-business media firm, which is analyzed
on a consolidated basis with its parent company, Advanstar Inc.,
had $753 million in consolidated debt on Dec. 31, 2004.


ALASKA AIRLINES: Transport Workers Ratify Amended Labor Contract
----------------------------------------------------------------
Alaska Airlines and the Transport Workers Union jointly disclosed
the ratification of an amended contract extending the current
agreement covering the airline's 34 dispatchers to June 30, 2010.

The five-year contract in effect since July 1, 2002, called for a
reconsideration of wages in 2005.  The extended contract includes
a redistribution of planned wage increases through 2010 and other
contract updates and clarifications resolving issues raised by the
union and the airline.

"This extended deal offers Alaska's dispatchers stability over the
next five years in an uncertain environment," said Tom Lynch, TWU,
Local 542 Alaska Airlines Section Chairman.

"I appreciate the work and commitment of the union leadership to
reaching a collaborative agreement," said Kevin Finan, Alaska's
vice president of flight operations.

Alaska's dispatchers are responsible for flight planning and
tracking to ensure the safety and progress of each flight
conducted by the airline from origin to destination.  They are the
carrier's primary command and control link with Alaska pilots,
providing en route weather, airport facility and other flight
safety information.

TWU represents more than 120,000 workers in America's
transportation industries in virtually all classes and crafts.  It
maintains contracts for its members working at 27 airlines.

Alaska Airlines and its sister carrier, Horizon Air, together
serve more than 80 cities in Alaska, the Lower 48, Canada and
Mexico.

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates due April 12,
2012, to 'B+' from 'BB', as part of an industry wide review of
aircraft-backed debt.  All other ratings on Alaska Airlines and
parent Alaska Air Group Inc., including the 'BB-' corporate credit
ratings on both, are affirmed.  The outlook remains negative.

"The lower rating on the ETCs reflects Standard & Poor's concern
that repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Betsy
Snyder.  "Downgrades of aircraft-backed debt securities were
focused on debt instruments that would be hurt in such a scenario,
particularly debt backed by aircraft that are concentrated heavily
with large U.S. airlines that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
analyst continued.


ALDERWOODS GROUP: Three More Class Actions Filed in Tenn. & Calif.
------------------------------------------------------------------
In a filing with the Securities and Exchange Commission, Kenneth
A. Sloan, executive vice president and chief financial officer of
Alderwoods Group, Inc., reports that three more class action
complaints have been filed against the company and certain funeral
home service providers and casket makers:

   (A) In May 2005, Ralph Lee Fancher filed a complaint against
       Alderwoods and other defendants in the United States
       District Court for the Eastern District of Tennessee at
       Greenville, on behalf of himself and two proposed classes
       of consumers:

         (1) All others similarly situated in the States of
             Tennessee, Kansas and South Carolina; and

         (2) All others similarly situated in the States of
             Alabama, Arizona, Florida, Hawaii, Iowa, Maine,
             Massachusetts, Michigan, Minnesota, Mississippi,
             Nebraska, Nevada, New Mexico, New York, North
             Carolina, North Dakota, South Dakota, Vermont, West
             Virginia, Wisconsin and the District of Columbia.

   (B) Maria Magsarili and certain plaintiffs filed a purported
       class action complaint against the Alderwoods and other
       defendants in the United States District Court for the
       Northern District of California, in July 2005.

   (C) Richard Sanchez, on behalf of himself and similarly
       situated plaintiffs who purchased funeral goods and
       services from Alderwoods, filed a complaint in the
       Superior Court of the State of California for the County
       of Los Angeles, Central District, in February 2005.

The Plaintiffs allege that the defendants, including Alderwoods,
violated federal and state anti-trust laws by engaging in anti-
competitive practices with respect to sales of caskets and
overcharged for caskets.

The Plaintiffs seek to recover an unspecified amount of monetary
damages, attorneys' fees, costs and unspecified injunctive and
declaratory relief.

Mr. Sloan relates that since the Complaints are in their
preliminary stages, no discovery has occurred.  Thus, Alderwoods
cannot quantify its ultimate liability, if any, for the payment of
damages.

Nevertheless, Alderwoods believes the Plaintiffs' claims are
without merit and intends to vigorously defend itself in the
Complaints.

Alderwoods Group is the second largest operator of funeral homes
and cemeteries in North America, based upon total revenue and
number of locations.  As of June 19, 2004, the Company operated
716 funeral homes, 130 cemeteries and 61 combination funeral home
and cemetery locations throughout North America.  Of the Company's
total locations, 59 funeral homes, 53 cemeteries and four
combination funeral home and cemetery locations were held for
sales as of June 19, 2004.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.


ALLEGHENY ENERGY: Sells Wheatland Facility to PSI for $100 Mil.
---------------------------------------------------------------
Allegheny Energy, Inc.'s (NYSE: AYE) subsidiary, Allegheny Energy
Supply Company, LLC, completed the sale of its Wheatland
generating facility to Cinergy Corporation's affiliate, PSI
Energy, Inc., for approximately $100 million.

"This sale represents another in a series of strategic
divestitures that have helped us reduce our debt and refocus on
our core business," said Paul J. Evanson, Chairman, President and
Chief Executive Officer of Allegheny Energy.

Wheatland is a 512-megawatt, gas-fired peaking facility located in
Knox County, Indiana.  The transaction completes the sale
agreement announced by Allegheny on May 10.  Banc of America
Securities Inc. advised Allegheny on the transaction.

                        About PSI Energy

PSI Energy, Inc., produces, transmits, distributes and sells
electric energy in North Central, Central and Southern Indiana.
The Company provides regulated transmission and distribution
services to approximately 2.2 million customers.

                     About Allegheny Energy

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
to Allegheny Energy, Inc. and also assigned a Speculative Grade
Liquidity Rating of SGL-2.  This is the first time that Moody's
has assigned both such ratings to AYE.  The company's other
ratings, including the Ba2 senior unsecured rating, remain
unaffected.

The Ba1 Senior Implied rating reflects the credit profile of the
AYE corporate family of companies, which includes investment grade
utility operating subsidiaries as well as a holding company whose
Ba2 senior unsecured rating reflects its still high balance
leverage.  The Ba1 Senior Implied rating also reflects the
company's improved financial performance and the expectation that
AYE's credit profile will continue to improve over the next 2 to 3
years, with further debt reduction and substantial improvement in
cash flow, and that there will be a reasonably supportive
regulatory response to rate filings to recover increased costs and
outlays for environmental spending.


ALOHA AIRGROUP: Court Okays Assumption of Interline Agreements
--------------------------------------------------------------
The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii allowed Aloha Airgroup, Inc., and Aloha
Airlines, Inc., to assume Clearinghouse and Multilateral
Agreements with Airlines Clearing House, Inc., and International
Air Transport Association Clearing House, pursuant to Section 365
of the U.S. Bankruptcy Code.

As previously reported in the Troubled Company reporter on July 5,
2005, all major air carriers participate in some form of interline
agreement with other carriers to:

   (a) allow airlines to accept each other's tickets for
       transportation over the other carrier's system, and

   (b) enable passengers' luggage to be transferred between
       airlines.

ACH conducts settlements for carriers based in the United States
and some other countries in the Western Hemisphere.  ICH conducts
settlements for other carriers worldwide.  These clearinghouses,
in turn, are parties to an inter-clearance agreement, in which
settlements are made between participants in ACH and participants
in ICH.  Aloha Airlines' business relies on its participation in
ACH and ICH settlements.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERISTAR CASINOS: S&P Rates Proposed $1.2 Billion Debt at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '1' to Ameristar Casinos Inc.'s proposed $1.2
billion senior secured credit facility, indicating Standard &
Poor's expectation that the lenders would realize a high
expectation of full recovery of principal (100%) in the event of
payment default.

The bank loan is rated one notch above the corporate credit rating
given this recovery expectation.  Proceeds from the proposed bank
facility will be used to refinance existing debt and for fees and
expenses.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based casino owner and operator, including its
'BB' corporate credit rating.  The rating on the company's
existing bank facility will be withdrawn once the new facility
closes.  The outlook remains stable.  Total debt outstanding at
June 30, 2005, was about $734 million.

"We expect Ameristar's casino portfolio to continue to generate a
stable source of cash flow that supports current credit measures,"
said Standard & Poor's credit analyst Peggy Hwan.  In addition, it
is expected that the company has built adequate debt capacity to
support management's growth objectives at the rating level.


APCO LIQUIDATING: Case Summary & Largest Creditors
--------------------------------------------------
Lead Debtor: APCO Liquidating Trust
             c/o Mr. A.W. Green
             4913 Northwest 32nd Street
             Oklahoma City, OK 73122

Bankruptcy Case No.: 05-12355

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      APCO Missing Stockholder Trust             05-12356

Type of Business: The Debtors are created in behalf of the common
                  stockholders of APCO Oil Corporation.

Chapter 11 Petition Date:  August 19, 2005

Court: District of Delaware

Debtors' Counsel: John Henry Knight, Esq.
                  Rebecca L. Booth, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

Debtors' Special
Environmental
Counsel:          Bell, Boyd & Lloyd, L.L.C.

Debtors' Claims &
Noticing Agent:   Delaware Claims Agency, LLC

                        Estimated Assets    Estimated Debts
                        ----------------    ---------------
APCO Liquidating        $10 Million to      $10 Million to
Trust                   $50 Million         $50 Million

APCO Missing            Less than $50,000   Less than $50,000
Stockholder Trust

APCO Liquidating Trust's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Husch & Eppenberger, LLC         Professional Fees       $57,904
1200 Main Street, Suite 1700
Kansas City, MO 64105
Attn: Sandra Sterling

City of Wichita, Kansas          Judgment                Unknown
455 North Main Street
Wichita, KS 67202
Attn: Kay Johnson
Director
Gilbert & Mosley Project


APCO Missing Stockholder Trust's Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Unknown/Various State Agencies   Escheat                 Unknown


ARDENT HEALTH: Moody's Withdraws $675 Million Debts' Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Ardent
Health Services, Inc.  The company has repaid its bank facility
and tendered its 10% senior subordinated notes with proceeds of
the sale of its behavioral health segment to Psychiatric
Solutions, Inc.  The bank facility has been replaced with a new
facility, which is unrated by Moody's.

Ratings withdrawn:

   * Corporate family rating, B1

   * $150 million senior secured revolving credit facility,
     rated B1

   * $300 million senior secured term loan B, rated B1

   * $225 million senior subordinated notes, rated B3


ARTEMIS INT'L: Stockholders' Deficit Widens to $7.91M at June 30
----------------------------------------------------------------
Artemis International Solutions Corporation (OTCBB: AMSI) reported
its financial results for the second quarter ended June 30, 2005.

Artemis reported $12.4 million in total revenue for the second
quarter ended June 30, 2005, with software license revenue of
$3.3 million, at levels comparable to the second quarter of 2004.
Software license and support revenue increased to 62.7% of total
revenue, compared to 55.5% in the same quarter of 2004.

The Company's strategic product platform, Artemis 7, grew by 63%
and represented 70% of total software license revenue, compared to
42% for the second quarter of 2004.

The Company reported a non-GAAP loss of $(0.2) million, for the
second quarter of 2005, compared to a non-GAAP loss of
$(0.6) million, in the second quarter of 2004.  Non-GAAP loss for
the second quarter of 2005 excludes $0.6 million in amortization
expenses, while non-GAAP loss for the second quarter of 2004
excludes $1.0 million in amortization expenses and $0.1 million in
restructuring charges.

On a US GAAP basis, the Company's net loss for the second quarter
of 2005 was $(0.9) million.  This compares to a net loss of
$(1.8) million, for the second quarter of 2004.

"Sales generated by our flagship product, Artemis 7, continue to
grow strongly," said Patrick Ternier, President and CEO of
Artemis.  "From a license perspective, we have now reached an
inflection point where the growth in Artemis 7-based solutions
coupled with our EVMS solution should outpace the decline in other
areas, setting the stage for future software growth.  That would
be combined with the stabilization of our services revenue and
some growth in our recurring support revenue," Mr. Ternier added.
"These results have been achieved, although we have not yet
capitalized on the measures we have taken over the last months to
improve our sales performance in the US, including hiring an
experienced executive to lead the region.  Those steps should help
rebalance our geographical revenue mix."

Mr. Ternier further stated, "Whilst we have taken significant
steps in restructuring the company, we are continuing to review
our worldwide operations for additional efficiencies to further
improve our bottom line and strengthen our balance sheet, without
compromising our commitment to customer satisfaction."

For the six months ended June 30, 2005, Artemis reported
$24.3 million in revenue, a non-GAAP loss of $(0.9) million,
and a US GAAP net loss of $(2.1) million.  This compares to
$27.0 million in revenue, a non-GAAP loss of $(2.2) million, and a
US GAAP net loss of $(5.7) million or $(0.57) per common share for
the same period in 2004.  Non-GAAP loss for the six months ended
June 30, 2005, excludes amortization expense of $1.3 million.
Non-GAAP loss for the six months ended June 30, 2004 excludes
amortization expense of $2.0 million and restructuring charges of
$1.4 million.

During the quarter, Artemis continued to add significant new
software sales for its solutions in the Americas, Europe, Asia
Pacific, and Japan, including:

   * New Product Development: LG Chem, Turbomeca, JATCO, Tanabe
     Seiyaku, Maruho, Cummins, Gambro

   * IT Management and Governance: France Telecom Transpac,
     Calyon, HSH Nordbank, SOGEI, SSB, Telecom Italia, Telef˘nica
     Moviles Spain, Hitachi Construction Machinery

   * Strategic Asset Optimization: PSEG, Michels Kenny, Ergon
     Energy, Knolls Atomic Power Laboratory

   * Public Investment Management: Parliamentary & Health Service
     Ombudsman

The Company also announced that, effective immediately, Steve
Yager has resigned as the Chairman of the Company's Board of
Directors and Board member Pekka Pere has accepted the position.
Mr. Yager stated:  "I have encountered intensifying time pressures
in my role as Company chairman, finding it increasingly difficult
to balance my Chairman's role with my other professional
commitments.  Mr. Pere is well positioned to help the Company move
to its next level of performance."  The Company thanks Mr. Yager
for his years of service on the Board, and wishes him continued
success in his professional endeavors.

Artemis International Solutions Corporation, a Delaware
Corporation, including its subsidiaries, is one of the world's
leading providers of Investment Planning and Control TM software
and services.

As of June 30, 2005, Artemis International's equity deficit
widened to $7,915,000 from a $5,805,000 deficit at Dec. 31, 2004.


ATA AIRLINES: Wants Mikelsons Severance Agreement Approved
----------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and J. George Mikelsons,
along with the input of the Official Committee of Unsecured
Creditors and Southwest Airlines, Inc., agreed that, as the
Debtors are formulating their reorganization plan for their
emergence from Chapter 11, the time is opportune for Mr. Mikelsons
to retire from his post as ATA Holdings Corp.'s Chief Executive
Officer.

Mr. Mikelsons is 67 years old and is the founder of ATA.

According to Terry E. Hall, Esq., at Baker & Daniels, in
Indianapolis, Indiana, the principal terms of the severance
agreement between Mr. Mikelsons and the Debtors are:

   (i) Mr. Mikelsons will retire from his position as CEO of ATA
       Holdings and from any other officer positions with the
       Debtors no later than August 31, 2005.  After the
       Retirement Date, he will continue to serve as non-
       executive Chairman of ATA Holdings until the earlier
       of the effective date of a confirmed plan of
       reorganization or December 31, 2005;

  (ii) As of the Retirement Date, Mr. Mikelsons' salary will be
       terminated, and he will receive $650,000 as severance pay,
       less the amount of applicable federal and state
       withholding and employment taxes.  The severance pay will
       be payable on a fixed bi-weekly term over a period of one
       year beginning two weeks following the Retirement Date;

(iii) The Severance Benefit will be deemed fully earned on the
       Retirement Date and will not be affected in the event of
       Mr. Mikelsons' death;

  (iv) Through the Severance Period, Mr. Mikelsons agrees to be
       subject to confidentiality and certain restrictive non-
       compete covenants.  Mr. Mikelsons will execute an
       appropriate confidentiality and non-competition agreement
       for a two-year period to commence at the end of the
       Severance Period;

   (v) As consideration to Mr. Mikelsons for the Non-Compete
       Agreement, the Debtors will pay him the annual gross sum
       of $200,000, payable quarterly.  All Non-Compete Payments
       will be paid to Mr. Mikelsons as a credit against certain
       obligations of Mr. Mikelsons to the Debtors aggregating
       approximately $625,000 as of August 1, 2005 -- the JGM
       Obligations; and

  (vi) The Non-Compete Payments will be deemed fully earned in
       the event of Mr. Mikelsons' death, with any Non-Compete
       Payments owed to him at that time applied as a credit to
       the JGM Obligations.

The Debtors will also give Mr. Mikelsons and Mrs. Mikelsons
lifetime positive space travel on ATA.  Mr. Mikelsons and Mrs.
Mikelsons may receive a distribution of their vested 401(k) plan
benefits subject to terms of the Plan.

The MetLife group term life insurance policy provided by ATA may
be converted into a personal policy of Mr. Mikelsons at Mr.
Mikelsons' expense in accordance with the terms of the policy.
After the Retirement Date, the Debtors also agree to continue to
include Mr. Mikelsons and Mrs. Mikelsons among the individuals
covered in any health insurance plans offered by the Debtors.

After the Retirement Date, Mr. Mikelsons may continue using
through December 2007 the 2005 Jeep Grand Cherokee owned by the
Debtors.

The Debtors believe that the Severance Terms recognize Mr.
Mikelsons' substantial and longstanding contributions to the
Debtors, and are reasonable and fair either party.

Ms. Hall adds that the implementation of the Severance Terms will
facilitate a smooth, effective transition of the Debtors' senior
leadership, which is essential to preserving the value of the
Debtors' estates and ensuring the continued prosperity of Debtors'
various ongoing businesses.

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)


ATKINS NUTRITIONALS: Wants AFCO to Finance $685K Insurance Premium
------------------------------------------------------------------
Atkins Nutritionals, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to incur secured post-petition financing from AFCO
Premium Credit LLC.  The Debtors will use the funds to finance
their insurance premium obligations.

The Debtors owe approximately $1,034,000 in outstanding insurance
premium obligations to Nutmeg Insurance Company, Lexington
Insurance Company, and York Insurance Company of Maine.  The
insurance premiums consist of:

   a) general liability insurance with an annual premium of
      $184,915;

   b) umbrella liability insurance with an annual premium of
      $435,810;

   c) excess umbrella liability insurance with an annual premium
      of $375,000; and

   d) taxes and broker fees totaling $37,838.

The general liability insurance, purchased from Nutmeg Insurance,
provides coverage for general products liability claims against
the Debtors.  The umbrella liability and excess umbrella liability
insurance premiums, purchased from Lexington Insurance and York
Insurance respectively, provide excess coverage for general
products liability and health care professional liability claims
in the event the primary coverage limits are exceeded.

As a condition for financing the full amount of the insurance
policies, the Debtors will grant AFCO Premium a security interest
in the policies.  The security interest will extend to all
unearned insurance premiums that may become payable under the
policies and loss payments that reduce the unearned insurance
premiums subject to any mortgagee or loss payee interests.

Pursuant to the terms of the Financing Agreement, the Debtors
propose to pay AFCO:

    a) a cash down payment equal to 35% of the insurance premiums
       on August 25, 2005, totaling approximately $361,750; and

    b) seven equal installment payments of $97,840 per month, with
       an aggregate financed amount of $685,000.  The monthly
       installment payments include finance charge equal to an
       annual percentage rate of interest of 5.809%.  The Debtor
       will make the initial monthly payment on August 25, 2005.

A copy of the Financing Agreement is available for free at:

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

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


AVIA ENERGY: Wants Marvin Mohney as Bankruptcy Counsel
------------------------------------------------------
Avia Energy Development, LLC, and Avia de Mexico S. de R.l. de CV
ask the U.S. Bankruptcy Court for the Northern District of Texas
for permission to employ Marvin R. Mohney, Esq., of Dallas, Texas,
as their general bankruptcy counsel.

Mr. Mohney is expected to:

   (a) furnish legal advice to the Debtor with regard to its
       powers, duties and responsibilities as a debtor-in-
       possession and the continued management of its affairs and
       assets under chapter 11;

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

   (c) prepare a disclosure statement and plan of reorganization
       and other related services;

   (d) investigate and prosecute preference and fraudulent
       transfers actions arising under the avoidance powers of the
       Bankruptcy Code, including rendering assistance and advice
       to such other counsel as the Court may authorize the
       Debtor to engage for special purposes; and

   (e) perform all other legal services for the Debtor, which may
       be necessary.

Mr. Mohney will bill the Debtors $225 per hour for his
professional services.

The Debtors believe that Mr. Mohney is a "disinterested person" as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Dallas, Texas, Avia Energy Development, LLC, and
Avia de Mexico S. de R.l. de CV filed for chapter 11 protection on
August 18, 2005 (Bankr. N.D. Tex. Case No. 05-39339).  Kimberly A.
Elkjer, Esq., Scheef & Stone, LLP, and Marvin R. Mohney, Esq., in
Dallas, Texas, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $2,298,509 in
consolidated assets and $11,768,065 in consolidated debts.


AVIA ENERGY: Wants Scheef & Stone as Special Counsel
----------------------------------------------------
Avia Energy Development, LLC, and Avia de Mexico S. de R.l. de CV
ask the U.S. Bankruptcy Court for the Northern District of Texas
for permission to employ Scheef & Stone, LLP, as their special
bankruptcy counsel.

Scheef & Stone will, inter alia:

   (a) represent the Debtors in connection with two consolidated
       litigation matters pending in the 192nd Judicial District
       Court of Dallas County, Texas;

   (b) represent the Debtors in connection with the Clay Tanks
       case pending in the 381st District Court of Starr County,
       Texas;

   (c) represent the Debtors in connection with a Travelers
       Casualty and Surety Company of America case pending in the
       381st Judicial District Court of Starr County, Texas.

Kimberly A. Elkjer, Esq., a partner at Scheef & Stone, LLP,
discloses that the Firm received a $65,544 prepetition retainer.
As of Aug. 17, 2005, the Debtor still owes $19,576 to the Firm.
James C. Musselman, the Debtors' president, assures the Firm that
it will be paid before the end of August 2005.  The current hourly
rates of the Firm's professionals are:

      Designation                           Hourly Rate
      -----------                           -----------
      Partners                              $250 - $300
      Associates                            $170 - $250
      Paralegals                             $90 - $120

The Debtors assure the Court that Scheef & Stone, LLP, is a
"disinterested person" as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

Headquartered in Dallas, Texas, Avia Energy Development, LLC, and
Avia de Mexico S. de R.l. de CV filed for chapter 11 protection on
August 18, 2005 (Bankr. N.D. Tex. Case No. 05-39339).  Kimberly A.
Elkjer, Esq., Scheef & Stone, LLP, and Marvin R. Mohney, Esq., in
Dallas, Texas, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $2,298,509 in assets
and $11,768,065 in debts.


BEAR STEARNS: Fitch Rates $1.5 Million Private Certificates at BB
-----------------------------------------------------------------
Bear Stearns Asset Backed Securities Trust 2005-SD3, asset-backed
certificates, series 2005-SD3 are rated by Fitch Ratings as
follows:

   Group 1 Certificates:

     -- $209,036,000 class I-A-1 'AAA';
     -- $12,878,000 class I-M-1 'AA';
     -- $6,558,000 class I-M-2 'A';
     -- $1,789,000 class I-M-3 'A-';
     -- $1,431,000 class I-M-4 'BBB+';
     -- $1,192,000 class I-M-5 'BBB'; and
     -- $1,193,000 class I-M-6 'BBB-'.

   Group 2 Certificates:

     -- $107,186,000 classes II-A-1 and II-A-2 'AAA';
     -- $7,778,000 class II-M-1 'AA';
     -- $3,668,000 class II-M-2 'A';
     -- $2,466,000 class II-M-3 'BBB';
     -- $ 632,000 class II-M-4 'BBB-'; and
     -- $1,454,000 privately offered class II-B 'BB'.

The 'AAA' rating on the Group 1 certificates reflects the 13.25%
credit enhancement provided by the 5.40% class I-M-1, 2.75% class
I-M-2, 0.75% class I-M-3, 0.60% class I-M-4, 0.50% class I-M-5,
and 0.50% class I-M-6, along with initial overcollateralization
and monthly excess interest.  The initial OC for the Group 1
certificates is 1.85% with a target OC of 2.75%.  The 'AAA' rating
on the Group 2 certificates reflects the 15.85% initial credit
enhancement provided by the 6.15% class II-M-1, 2.90% class II-M-
2, 1.95% class II-M-3, 0.50% class II-M-4 and 1.15% class II-B,
along with initial OC and monthly excess interest.  The initial OC
for the Group 2 certificates is 2.60% with a target OC of 3.20%.
In addition, the ratings on the certificates reflect the quality
of the underlying collateral, and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The Group 1 mortgage pool consists of fixed rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $238,490,181.
As of the cut-off date, July 1, 2005, the mortgage loans had a
weighted average loan-to-value ratio of 82.25%, weighted average
coupon of 6.427%, and an average principal balance of $137,856.
Single-family properties account for 80.92% of the mortgage pool,
two- to four-family properties 3.64%, and condos 4.27%.
Approximately 89.74% of the properties are owner occupied.  The
three largest state concentrations are California (11.06%),
Florida (9.45%) and Texas (8.65%).

The Group 2 mortgage pool consists of adjustable rate mortgage
loans secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $126,473,168.
As of the cut-off date, July 1, 2005, the mortgage loans had a
weighted average LTV of 79.45%, WAC of 6.099%, and an average
principal balance of $194,275.  Single-family properties account
for 77.46% of the mortgage pool, two- to four-family properties
4.05%, and condos 11.78%.  Approximately 87.18% of the properties
are owner occupied. The three largest state concentrations are
California (19.41%), Florida (12.40%), and New Jersey (5.88%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press releases issued May 1, 2003 entitled, 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
and Feb. 23, 2005 entitled, 'Fitch Revises RMBS Guidelines for
Antipredatory Lending Laws', available on the Fitch Ratings web
site at http://www.fitchratings.com/

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust.  JPMorgan Chase Bank, N.A. will
act as trustee.  Wells Fargo Bank N.A., rated 'RMS1' by Fitch,
will act as master servicer for this transaction.


BEVERLY ENTERPRISES: Moody's Reviews $330 Million Notes' Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Beverly
Enterprises, Inc. under review for possible downgrade.  This
action follows the announcement by Beverly that the company has
entered into a definitive agreement to be acquired by North
American Senior Care for $12.80 per share, or $1.9 billion on a
fully diluted basis, including the repayment of the company's
debt.  This transaction resulted from the March 2005 decision to
pursue the sale of the company through an auction process.

In March 2005, Moody's revised the outlook to developing
reflecting the significant uncertainty related to whom the
ultimate buyer would be or what type of capital structure the
company would have going forward.  While the recent announcement
clarifies some of those uncertainties, the review reflects the
fact that terms of the transaction are subject to changes that
could affect the expected pro forma capital structure.  Moody's
notes that the transaction is subject to approval of the
shareholders of the company, legal and regulatory approvals, and
the completion of the intended financing.  If the transaction
closes in accordance with the terms announced, including the
repayment of the company's debt, Moody's would confirm and
withdraw the ratings of Beverly at that time.

The transaction is expected to be financed through the
contribution of $329 million in equity provided by an investor
group, $1.325 billion in debt financing from Wachovia Bank, and
$550 million in operating loans from CapitalSource Financing LLC.
The transaction is expected to close in early 2006.

These ratings were placed under review for possible downgrade:

   * Corporate family rating, Ba3

   * $90 million senior secured revolving credit facility
     due 2007, Ba3

   * $135 million senior secured term loan B due 2008, rated Ba3

   * $200 million 9.625% senior unsecured notes due 2009, rated B1
     (approximately $9 million outstanding at December 31, 2004)

   * $215 million 7.875% senior subordinated notes due 2014,
     rated B2

   * $115 million 2.75% convertible subordinated notes due 2033,
     rated B2

Beverly Enterprises, Inc., headquartered in Fort Smith, Arkansas
is a provider of post-acute, healthcare in the United States.  As
of December 31, 2004, the company operated 345 nursing facilities.
The company also operated 18 assisted living centers, 64 hospice
and home health locations, and provides rehabilitation therapy
services through Aegis Therapies.  For the twelve months ended
June 30, 2005, Beverly recognized revenues of $2.2 billion.


BLACK WARRIOR: Stockholders' Deficit Widens to $25.21 at June 30
----------------------------------------------------------------
Black Warrior Wireline Corp. (OTCBB-BWWL) reported improved
operating results for both the second fiscal quarter of 2005 and
the six months ended June 30, 2005, as compared to the same
periods of 2004.

The Company is unable to reach a definitive merger agreement with
Centre Partners Management LLC and Centre Southwest Partners LLC
on terms acceptable to the Company and the letter of intent
entered into with them dated April 28, 2005, and its exclusivity
provisions have expired.

Revenues for the three months ended June 30, 2005, of $19,709,482
increased by $6,539,134 over revenues for the three months ended
June 30, 2004 of $13,170,348 or an increase of approximately 50%.
Revenues for the six months ended June 30, 2005, of $34,157,254
increased by $10,447,586 over revenues for the six months ended
June 30, 2004, of $23,709,668 or an increase of approximately 44%.
Income before discontinued operations was $3,713,570 and
$4,359,874 for the three and six months ended June 30, 2005
compared with a loss before discontinued operations of $(266,031)
and $(1,941,653) for the three and six months ended June 30, 2004.

For the three and six months ended June 30, 2005, Black Warrior
had net income of $3,713,570 and $4,359,874, respectively,
compared with net losses of $(420,742) and $(3,432,821),
respectively, for the three and six months ended June 30, 2004.
The net losses in 2004 included losses from operations of the
discontinued directional drilling segment of $(154,711) and
$(1,491,168), respectively, for the three and six month periods of
2004.  Net income per share, basic and diluted, was $0.30 during
the three months ended June 30, 2005, and $0.35 during the six
months ended June 30, 2005.  For the three and six months ended
June 30, 2004, the net loss per share, basic and diluted was
$(0.03) and $(0.28), respectively.  Excluded from the computation
of earnings per share are 136,820,709 shares at June 30, 2005 and
153,039,851 shares at June 30, 2004, issuable on exercise or
conversion of outstanding options, warrants and convertible notes
of which 136,815,709 shares and 153,034,851 shares, respectively
are issuable at an exercise or conversion price of $0.75 per
share, and the remaining shares are exercisable on exercise of
options at higher exercise prices up to $2.63 per share. These
shares were not included in the computation in either 2005 or 2004
because the effect would have been anti-dilutive.

EBITDA for the three months ended June 30, 2005 of $6,243,218
increased by $3,782,739 over EBITDA for the three months ended
June 30, 2004 of $2,460,479 or an increase of approximately 65%.
EBITDA for the six months ended June 30, 2005 of $9,124,209
increased by $5,850,643 over EBITDA for the six months ended
June 30, 2004, of $3,273,566 or an increase of approximately 179%.

Management attributed the improved performance to an increase in
demand in the oilfield service sector.  Bill Jenkins, President
and CEO, commented, "Our operating results for the first two
quarters of 2005 have shown significant improvements and we expect
continued improved performance through the balance of 2005 as
compared to 2004."

Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico.  It is headquartered in
Columbus, Mississippi.

At June 30, 2005, Black Warrior's balance sheet reflected a
$25,209,000, equity deficit compared to a $20,849,000, deficit at
Dec. 31, 2004.


BSI HOLDING: Trustee Inks Settlement Pact with Conn. General Life
-----------------------------------------------------------------
Joseph E. Myers, the Liquidating Trustee of the BSI Holdings
Liquidation Trust, and the Connecticut General Life Insurance
Company entered into a settlement agreement to resolve the
insurers $574,638 unsecured claim and $609,653 administrative
claim against the estates of BSI Holding Co. Inc. (fka Bob's
Stores Inc) and its debtor-affiliates.

The claims arose from a Group Healthcare Insurance Contract, and
all riders, amendments and supplemental premium letters the
parties entered into prior to the Debtors' bankruptcy filing.

To resolve the disputes, the parties agree to allow and reduce
Connecticut General's administrative claim to $475,000.  The
insurers unsecured claim is disallowed.

Accordingly, Mr. Myers asks the U.S. Bankruptcy Court for the
District of Delaware to approve the settlement.

Connecticut General Life Insurance Company is represented by:

         Jeffrey C. Wisler, Esq.
         Christina M. Thompson, Esq.
         Connolly Bove Lodge & Hutz LLP
         The Nemours Building
         1007 N. Orange Street
         P.O. Box 2207
         Wilmington, Delaware 19899
         Tel: 302-658-9141

The Liquidating Trustee is represented by:

         David M. Fournier, Esq.
         Adam Hiller, Esq.
         Pepper Hamilton LLP
         Hercules Plaza, Suite 5100
         1313 North Market Street
         Wilmington, Delaware
         Tel: 302-777-6500, Fax: 302-421-8390

Headquartered in Meriden, Connecticut, BSI Holding Co. Inc. fka
Bob's Stores Inc., was a retail clothing chain.  The Company,
along with its affiliates, filed for chapter 11 protection on Oct.
22, 2003 (Bankr. D. Del. Case Nos. 03-13254 through
03-13258).  When the Debtor filed for protection from its
creditors, it listed more than $100 million in assets and debts.
On Aug. 17, 2004, the Court confirmed the Debtors' Modified
Consolidated Joint Plan of Liquidation.  The Plan became effective
on Sept. 15, 2004.


BUEHLER FOODS: Wants Until November 7 to Decide on Leases
---------------------------------------------------------
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to extend,
until November 7, 2005, the time within which they can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors tell the Court that they and their real estate
consultant will be unable to complete their valuation and possible
renegotiation or disposition of their unexpired leases before the
September 6 deadline.

As previously reported in the Troubled Company Reporter, the
Debtors are parties to approximately 60 nonresidential real
property leases with various landlords.

The Debtors ask for the extension because:

   1) they are still operating their businesses out of the
      majority of the unexpired leases, making those leases an
      important part of their immediate and long term
      reorganization efforts;

   2) it will not be in the best interests of the their estates
      and their creditors to prematurely assume the unexpired
      leases and incur substantial administrative expenses as well
      as significant cure obligations for those leases which may
      be over market or unnecessary for their reorganization;
      and

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

The Court will conduct a hearing on the requested extension at
1:30 p.m. on Sept. 6, 2005.  Objections to the proposed extension
must be filed, via the Court's electronic filing procedures, with
the U.S. Bankruptcy Clerk by Sept. 5, 2005.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


CABLE & WIRELESS: Fitch Affirms Long-Term BB+ Rating
----------------------------------------------------
Fitch Ratings, the international rating agency, affirmed Cable &
Wireless Plc's ratings at Long-term 'BB+' with Stable Outlook and
Short-term 'B'.

This rating action follows C&W's recent announcement of its
intention to acquire Chelys Limited for an initial cash
consideration of GBP594 million on a debt-and-cash free basis,
subject to Office of Fair Trading's approval.  C&W intends to
inject GBP35m in cash into Energis and assume finance lease
obligations totalling approximately GBP37m.  Further consideration
of up to GBP80m may be payable in shares or cash at C&W's option
subject to movements in the C&W share price.  Management has also
indicated that it is unlikely to undertake any further share
repurchases beyond the already completed GBP75m of the GBP250m
repurchase programme in the short term.

Fitch believes that C&W's acquisition of Energis is a significant
consolidation step amongst the UK's alternative network operators
seeking to compete with BT Group Plc ("BT", rated A-/Outlook
Negative) in the broadband and data markets, at a time when
operators are beginning to roll-out internet protocol (IP)-based
next generation networks.  The acquisition offers C&W increased
scale and the opportunity to benefit from the combined businesses
in terms of market position, service offerings, revenues,
operating efficiencies and capital expenditure savings.

Fitch will monitor C&W's performance in managing the integration
process.  Nevertheless, the UK telecommunications market remains
one of Europe's most competitive and C&W will continue to face
significant competitive pressure in the time to the launch of its
NGN and beyond.

While Fitch considers the acquisition price to be high,
management's decision to suspend its share buyback programme to
support the acquisition and to maintain financial flexibility is
viewed positively.  Fitch also takes a favorable view of the
current management's track record in rationalizing the group and
in stabilizing C&W's business situation, particularly in the UK.
Management's commitment to managing the business with a strong
liquid position (GBP1.3 billion in cash as at 31 March 2005) is
also an important factor in Fitch's rating for C&W.


CATHOLIC CHURCH: Disclosure of Priests' Records Denied in Portland
------------------------------------------------------------------
"The estate of the [Archdiocese of Portland in Oregon] is in peril
because of potential lawsuits for injuries suffered by parties
after the July 6, 2004 filing for bankruptcy," Paul E. DuFresne
tells the U.S. Bankruptcy Court for the District of Oregon.

Mr. DuFresne says the injuries could arise because individuals
were denied the opportunity to make adjustments in their lives
based on knowledge of the identity and history of priests who
abused minors.  To reduce the risk, Mr. DuFresne asked the Court
to compel the Archdiocese to disclose the identity and history of
erring priests to those who might suffer further harm.

Although the impact of the abuse cannot be eliminated,
Mr. DuFresne asserts that individuals can learn to cope with the
effects.  Victims need to understand the role that childhood
sexual abuse has played in their lives to learn these coping
skills, Mr. DuFresne explains.  By denying victims the opportunity
to link their troubles in life to their childhood sexual abuse,
Portland is assuming a liability risk "for every bad thing that
happens in a victim's life" after July 6, 2004, that could
possibly be related to the abuse, Mr. DuFresne says.

Mr. DuFresne notes that Catholics view priests as spiritual
leaders who possess divine wisdom.  It is, therefore, common for
Catholics to turn to priests for advice and guidance in times of
uncertainty, loss, or stress.  A large number of people
undoubtedly did this with the erring priests, Mr. DuFresne
continues.  Portland's failure to disclose the identity and
history of erring priests denies the Advisees the opportunity to
re-assess the advice given to them by those priests.  Any harm or
hardship suffered by an Advisee after July 6, 2004, which results
from following the advice or council of an erring priest could,
therefore, be construed as Portland's fault, and be grounds for
filing suit against the Archdiocese.  The potential population of
these people could be hundreds of thousands.

According to Mr. DuFresne, three groups may have tort claims in
the future based on Portland's failure to disclose the identity
and history of erring priests:

   (l) Past victims of childhood sex abuse by priests;

   (2) Associates of victims of childhood sex abuse by priests
       like spouses, children, business partners or professional
       colleagues, employers; and

   (3) The Advisees or those who have received advice or council
       from erring priests, and continued to rely on the advice
       or council.

Portland has represented to the Court that the bankruptcy
litigation could take 18 years or more to resolve.  Even if the
bankruptcy litigation lasts only a fraction of this estimate, Mr.
DuFresne believes there is a good chance for "sums of nine
figures" to be awarded to the aggregate of suits arising from
Potential Claimants.

"Such huge awards would certainly imperil my ability to collect on
my own tort claim," Mr. DuFresne asserts.

By disclosing the identity and complete work history of erring
priests to the population of Potential Claimants, the Debtor
substantially reduces the risk of successful claims for events
subsequent to the disclosure.

Mr. DuFresne further asserts that the disclosure should include
the 37 priests identified by Portland.  Any other priests that
have worked at any time for the Archdiocese, who have also been
the subject of a lawsuit, which was settled, or have been indicted
or charged or convicted of criminal activity of any kind, would
also be included.  The Class of parishioners, contributors to the
Archdiocese of Portland, and other interested parties must receive
a written disclosure of erring priests.  The Tort Claimants
committee could manage the notification effort.

                          *     *     *

The U.S. Bankruptcy Court for the District of Oregon denies
Mr. DuFresne's request.  Judge Perris says Mr. DuFresne
misapprehends the scope of the Court's authority.  Only those
debts that arose before the date of confirmation are subject to
discharge in a Chapter 11 case.

Judge Perris explains that a federal court lacks jurisdiction to
resolve issues concerning "contingent future events that may not
occur as anticipated, or indeed may not occur at all."

Mr. DuFresne also lacks standing to bring the request, to the
extent he is seeking action on behalf of claimants defined as
Future Claimants under the December 20, 2004 Order Appointing
Future Claimants Representative.

Judge Perris points out that David A. Foraker is the legal
representative of the claimants and is solely responsible for
advocating on their behalf.  To the extent Mr. DuFresne is
attempting to protect the interests of other creditors, he lacks
standing to do so.  To have standing, a party must assert his own
legal rights, not the rights or interests of third parties.

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


CATHOLIC CHURCH: Portland Wants Discovery Proceedings Protected
---------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon for a protective order
establishing the timing and sequence of discovery in the main
Chapter 11 case and in each adversary proceeding and contested
matter.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, reminds the Court that Portland's Chapter 11 case is one
of the most complex Chapter 11 cases ever filed in the Oregon
District.  The Case directly or indirectly affects nearly 400,000
people.  Moreover, the case is comprised of at least four
separate, but interrelated and all highly litigious and contested
components.

                  Property Adversary Proceeding

The Property Litigation was commenced by the Tort Claimants
Committee against Portland as Adversary Proceeding No. 04-3292,
and seeks declaratory relief as to the assets of the estate.  The
Court has certified the Adversary Proceeding as a Class Action.

The Tort Committee has served Portland with three sets of
Requests for Admissions totaling 107 requests, and a First
Request for Production of Documents seeking production of
86 separate categories of documents.  In connection with these
discovery requests, Portland has located and produced tens of
thousands of documents for review by the Tort Committee and has
copied, bate stamped, and delivered to the Tort Committee more
than 8,000 pages.

The Tort Committee has filed a second restated request for partial
summary judgment.  Portland's response is due on September 19,
2005.  Portland anticipates filing a cross motion for summary
judgment.

             Claims Reviews, Analysis, and Mediation

A total of 856 proofs of claim have been filed in the Chapter 11
case.  Of these claims, approximately 248 were filed as
confidential and in some way relate to tort claims alleging child
sex abuse.

On February 28, 2005, the Court entered an Order approving a Plan
of Accelerated Claims Resolution Process regarding the child sex
abuse claims.  Phase 1 of those mediations began on August 8,
2005.  The mediations are expected to continue through
September 19, 2005.

Since July 18, 2005, Portland and various Plaintiffs' attorneys
have been engaged in extensive negotiations in formulating a
formal Mediation Settlement Agreement template.  Those
negotiations have been ongoing, including a 10-hour judicially
assisted mediation session on July 29, 2005, solely in an effort
to agree to a settlement agreement template for the mediations.
As of August 3, 2005, the parties have yet to agree on the form of
a settlement agreement template.

The mediations are expected to continue five days per week through
September 19, 2005, and will consume almost all available working
hours for Paulette Furness, Portland's Director of Business
Affairs, and Portland's claims counsel at Schwabe, Williamson &
Wyatt, PC.  Portland and Schwabe intend to devote all necessary
resources to the mediations, which Portland believes will be the
lynchpin of a confirmable Chapter 11 reorganization plan and which
may provide the starting point for a resolution of the entire
Chapter 11 case.

To prepare for and to meaningfully participate in the mediations,
Portland must collect and analyze discovery and investigation data
for evaluation of claims -- which has been ongoing and will
continue through the first round of mediations.  Portland must
also meet with the Plaintiffs' lawyers prior to mediations to
discuss the relative merits of claims and with cooperating
insurers for the same purposes.

Portland must also begin to review and investigate the second set
of Proofs of Claim -- in excess of 100 new claims which had not
been asserted prior to January 1, 2005 -- which were filed from
January 1, 2005, through the April 29, 2005 claims bar date.
This is a separate but important part of the claims resolution
process.

                       Insurance Litigation

Portland has commenced adversary proceedings against various
insurers, seeking to recover claims totaling in excess of
$20 million.  Based on hearings already conducted in the Court,
the Court is aware that the insurance litigation is litigious,
contentious, and demanding on Portland and its counsel.

Portland and its counsel must, among other things, provide
insurers with updated information regarding Phase I ACRP claims,
and work together to respond to insurers' requests for admissions
and ongoing discovery requests.  This includes production of
approximately 100,000 pages.

Attorneys at Miller Nash LLP and Schwabe have been and will
continue to work together with the staff at the Archdiocese to
locate and assemble documents ordered by the Court to be produced
to the insurers.  Responses and briefs in support of significant
motions for summary judgment in the Insurance Litigation are due,
and hearings will be held on August 22, 2005, and October 11,
2005.

                    Overall Chapter 11 Aspects

Portland and its counsel are also involved in the process of
operating in Chapter 11 and attempting to file and confirm a
Chapter 11 reorganization plan.  The current deadline for plan
filing is November 15, 2005.  Portland intends to file a Plan and
Disclosure Statement in advance of that deadline.

                       Multiple Discovery

Mr. Stilley informs Judge Perris that the Archdiocese has limited
staff to handle many aspects of the various pieces of litigation
and related discovery.  The limited resources are fully taxed.
The amount of discovery and other obligations which the Chapter
11 and the litigation related to it have imposed on Portland are
compromising the Archdiocese's ability to operate in Chapter 11
and to formulate a plan and develop a means and mechanism to pay
allowed claims.

Furthermore, only certain attorneys at the various law firms
representing Portland are familiar enough and involved with the
issues and state of proceedings in the case to be of any real
value in responding to discovery requests and working on anything
other than discreet tasks in the case.

One of the major difficulties Portland is encountering,
Mr. Stilley says, is that each of the adversary proceedings and
contested matters generates its own flurry of activity, discovery,
and obligations.  None of these are coordinated within the
framework of the Chapter 11 case itself.  The result is a
bombardment of discovery obligations from multiple parties to
which Portland is obligated to respond, but because of competing
demands for time and personnel, has been constrained and is being
prejudiced by its efforts to respond to all requests in a timely
manner.

                  Prioritization in Discovery

Mr. Stilley notes that the Federal Rules of Civil Procedure, which
apply to both contested matters and adversary proceedings, give
the Court broad discretion and authority to manage discovery and
fashion relief to permit the efficient prosecution and defense of
litigation.  Specifically, Rule 26 creates many options by which a
judge can manage the discovery process to facilitate prompt and
efficient resolution of a lawsuit.

Portland, hence, asks the Court to enter an order prioritizing
discovery and major activities in the case in this order:

   (1) Discovery limited to that necessary to resolve Stage 1
       Claims at mediation beginning August 8, 2005.

   (2) Discovery only as necessary for parties to respond to
       pending motions for summary judgment in property and
       insurance adversary proceedings and Portland's anticipated
       cross-motion for summary judgment in property adversary
       proceeding.  No further discovery will be allowed in the
       adversary proceedings pending the Court's ruling on the
       motions for summary judgment.

   (3) Gather data requested by Hamilton, Rabinovitz, &
       Alschuler, Inc., for estimation of future claims.

   (4) File plan and disclosure statement and proceed with
       resolution of known confirmation issues.

   (5) Process, evaluate, conduct discovery, file actions, and
       mediate as necessary to resolve claims -- Stage 2 Claims.

"Adopting this overall case management recommendation, which is
within the Court's inherent power in its oversight role under the
Federal Rules of Civil Procedure, will protect the rights of
adverse parties and permit the Debtor to redirect energies towards
filing a reorganization plan and disclosure statement,"
Mr. Stilley asserts.

Managed and coordinated discovery and procedures will allow
Portland to efficiently respond where necessary to discovery
requests and move forward in litigation, while at the same time
preserve resources, both legal and staff, to devote time to
formulation and negotiation of a Chapter 11 plan with its
creditors.

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


CENTERPOINT ENERGY: 90.6% of Noteholders Tender $520MM Old Notes
----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) reported preliminary results
of its offer to exchange $575 million principal amount of its
3.75% Convertible Senior Notes due 2023 for an equal amount of its
new 3.75% Convertible Senior Notes, Series B, due 2023 and an
exchange fee of $1.50 for each $1,000 principal amount of Old
Notes accepted for exchange.  The exchange offer expired on August
17, 2005 at 5 p.m. Eastern time.

Based on information provided by JPMorgan Chase Bank, the exchange
agent for the exchange offer, at the expiration of the exchange
offer, $520,905,000 aggregate principal amount of the Old Notes,
representing 90.6% of the outstanding principal amount of the Old
Notes, were tendered for exchange, excluding Old Notes tendered by
guaranteed delivery.  All of the Old Notes that were properly
tendered and not withdrawn have been accepted for exchange.

The final results of the exchange offer will be announced on the
settlement date.  The Company expects the exchange to be settled
on August 22, 2005.

Security holders are urged to read:

    * the exchange offer materials, including the prospectus dated
      July 19, 2005,

    * the Registration Statement on Form S-4, as amended (No. 333-
      123182),

    * the Schedule TO, as amended, and

    * the other materials related to the exchange offer,

because they contain important information.

Banc of America Securities LLC is acting as dealer manager and
MacKenzie Partners, Inc. is the information agent for the exchange
offer.  Copies of the prospectus and the related exchange offer
materials may be obtained free of charge at the Securities and
Exchange Commission's website -- http://www.sec.gov-- or from
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016, (212) 929-5500 or (800) 322-2885.

Headquartered in Houston, Texas, CenterPoint Energy, Inc. --
http://www.CenterPointEnergy.com/-- is a domestic energy delivery
company that includes electric transmission & distribution,
natural gas distribution and sales, and interstate pipeline and
gathering operations.  The company serves nearly five million
metered customers primarily in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma, and Texas.

Assets total approximately $16 billion.  With more than 9,000
employees, CenterPoint Energy and its predecessor companies have
been in business for more than 130 years.

                          *     *     *

As reported in the Troubled Company Reporter on July 26, 2005,
Moody's Investors Service upgraded the ratings of CenterPoint
Energy, Inc., including its senior unsecured debt to Ba1 from Ba2.
In addition, Moody's assigned a Not-Prime rating to CenterPoint's
$1.0 billion commercial paper program.  Moody's also upgraded the
ratings of CenterPoint Energy Resources Corp., including its
senior unsecured debt to Baa3 from Bal.  These rating actions
conclude the review for possible upgrade that was initiated on
March 24, 2005.

The ratings for CenterPoint Energy Houston Electric are affirmed.
Moody's said the rating outlook is stable for CenterPoint, CERC
and CEHE.


CITATION CORP: S&P Rates $180 Million Secured Term Loan at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Citation Corp., reflecting the company's
vulnerable business profile as a manufacturer of cast parts for
the challenging automotive and industrial equipment industries,
and its highly leveraged capital structure.

At the same time, Citation's $80 million secured revolving credit
facility was rated 'B+' with a recovery rating of '1', indicating
a strong likelihood of full recovery of principal in the event of
payment default, and its $180 million secured term loan was rated
'CCC+' with a recovery rating of '4', indicating the likelihood of
marginal recovery of principal (25%-50%) in the event of payment
default.  Birmingham, Alabama-based Citation has total debt of
about $215 million.  The rating outlook is stable.

Citation filed for bankruptcy in September 2004 because of the
dramatic rise in the cost of scrap steel and the company's
inability to get price increases from its customers.  Scrap steel
accounts for about 30% of the cost of manufacturing ductile iron
products, about 50% of Citation's sales.  Prices for scrap steel
had averaged about $150 per ton in prior years, but rose to more
than $400 per ton in 2004.

The company emerged from bankruptcy in May 2005.  During
bankruptcy, the company was able to negotiate improved pricing on
its customer contracts, allowing most to become profitable.  In
addition, most of Citation's customers agreed to reimburse the
company for raw materials surcharges, insulating Citation from
future commodity price fluctuations.  The company was able to
secure these arrangements because of its importance in its
customers supply chain and their inability to quickly replace
Citation with another supplier.

"These measures improved the company's profitability and lowered
operating risks," said Standard & Poor's credit analyst Martin
King.  "Nevertheless, the company continues to have a vulnerable
business profile because of the challenges of its end markets."

Citation's products are sold to automotive, medium- and heavy-duty
truck, agriculture, construction, and oil field end markets, all
of which are very cyclical, intensely competitive, and have a
fairly concentrated customer base with strong buying power.
Citation will be challenged to maintain profitability throughout
the economic cycle because its operations are volume sensitive and
capital intensive.

Additional concerns arise from Citation's uncertain ability to
retain existing customers, replace expiring contracts, and win new
business, given its recent exit from bankruptcy.  While the
company maintained its delivery commitments and did not disrupt
the operations of its customers while in bankruptcy, negotiations
with customers to achieve better pricing and greater cost recovery
were difficult.  The concessions the company achieved were a
financial burden to its customers.  Citation has lost some
business as a result, but so far has more than made up for the
losses with new business wins.  One of the reasons the company has
been able to win new business is the financial difficulty facing
many of its competitors in the industry, several of which have
shuttered operations or declared bankruptcy.


CLEARWATER TIMBER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Clearwater Timber Resources, LLC
        P.O. Box 115
        Green Bank, West Virginia 24944

Bankruptcy Case No.: 05-03563

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Deer Creek Management, LLC                 05-03562

Type of Business: The Debtor sells seasoned firewood in
                  various sizes and packaged in several
                  ways to meet customers' needs.  See
                  http://www.frontierfirewood.com/

Chapter 11 Petition Date: August 18, 2005

Court: Northern District of West Virginia (Elkins)

Debtor's Counsel: Judy L. Shanholtz, Esq.
                  McNeer, Highland, McMunn & Varner, L.C.
                  P.O. Box 2040
                  Clarksburg, West Virginia 26302-2040
                  Tel: (304) 626-1116
                  Fax: (304) 623-3035

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Clearwater Timber            $1 Million to       $1 Million to
Resources, LLC               $10 Million         $10 Million

Deer Creek Management, LLC   $500,000 to         $100,000 to
                             $1 Million          $500,000

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


CREST 2004-1: Fitch Affirms Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Crest
2004-1, Ltd.  The affirmation of these notes is a result of
Fitch's annual rating review process.  These rating actions are
effective immediately:

     -- $182,298,184 class A senior secured floating-rate term
         notes at 'AAA';

     -- $44,000,000 class B-1 second-priority floating-rate term
         notes at 'AA';

     -- $8,491,250 class B-2 second-priority fixed-rate term notes
        at 'AA';

     -- $2,710,000 class C-1 third-priority floating-rate term
        notes at 'A+';

     -- $23,000,000 class C-2 third-priority fixed-rate term notes
        at 'A+';

     -- $17,140,000 class D fourth-priority fixed-rate term notes
        at 'A';

     -- $13,000,000 class E-1 fifth-priority floating-rate term
        notes at 'BBB+';

     -- $12,710,000 class E-2 fifth-priority fixed-rate term notes
        at 'BBB+';

     -- $6,427,500 class F sixth-priority floating-rate term notes
        at 'BBB';

     -- $2,000,000 class G-1 seventh-priority floating-rate term
        notes at 'BB+';

     -- $9,783,750 class G-2 seventh-priority fixed-rate term
        notes at 'BB+';

     -- $7,520,000 class H-1 eighth-priority floating-rate term
        notes at 'BB';

     -- $1,050,000 class H-2 eighth-priority fixed-rate term notes
        at 'BB';

     -- $96,412,500 preferred shares at 'B'.

Crest 2004-1 is a collateralized debt obligation, which closed
Nov. 18, 2004, supported by a static pool of commercial mortgage-
backed securities (94.7%), collateralized debt obligations (2.2%),
real estate investment trust securities (1.5%), and other
commercial real estate securities, including a participating
interest in a junior A-note and a senior certificate issued by a
real estate mortgage investment conduit; 1.5%.

Since closing in November 2004, the collateral credit quality has
remained stable, with the weighted average rating factor showing
marginal deterioration.  According to the July 29, 2005 trustee
report, the WARF has increased to 14.04 (rated 'BB/BB-' by Fitch)
from 13.98 (rated 'BB/BB-' by Fitch) as reported in the January
2005 trustee report.  The interest coverage tests for each class
decreased slightly since closing but still retain a margin of
safety above the minimum required thresholds.  Over the same time
period, the class A/B IC ratio decreased to 197.39% from 218.83%,
with a minimum of 161%.  The overcollateralization tests have
remained stable at passing levels for all classes.

As of this rating action, there has been very little deleveraging
of the transaction's capital structure.  There have been
approximately $2 million in principal distributions to the class A
noteholders, representing approximately 1.1% of the original note
balance.  In addition, approximately $3 million in interest
distributions have been allocated to the preferred shares,
reducing the rated balance by 3.1% to $93.4 million.

The rating on the class A and B notes addresses the timely payment
of interest and ultimate repayment of principal.  The ratings on
the class C, D, E, F, G, and H notes address the likelihood of
investors receiving ultimate payment of interest and ultimate
repayment of principal.  The rating of the preferred shares
addresses the likelihood that investors will receive the ultimate
return of the aggregate outstanding amount of principal only by
the stated maturity date.

The collateral is administered by Structured Credit Partners, LLC,
a wholly owned subsidiary of Wachovia Corporation.  Fitch has
discussed Crest 2004-1 with Structured Credit Partners, LLC and
will continue to monitor this transaction.  A.C. Corporation
serves as disposition consultant to this deal.

Based on the stable performance of the underlying collateral and
the overcollateralization tests, Fitch affirms all of the rated
liabilities issued by Crest 2004-1.  Deal information and
historical data on Crest 2004-1 is available on Fitch Ratings' web
site at http://www.fitchratings.com/


CROWN HOLDINGS: Selling Global Plastic to PAI Partners for $750MM
-----------------------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK) entered into an agreement to sell
its Global Plastic Closures business to funds managed or advised
by PAI partners for an aggregate purchase price of approximately
$750 million, which includes the assumption of certain
liabilities.  The purchase price is subject to adjustment for,
among other items, net debt and working capital at closing.

Net cash proceeds from the sale are expected to be approximately
$650 million and will be used for general corporate purposes
including the repayment of debt.  Approximately 75% of the
proceeds will be paid in Euros.

Crown's Global Plastic Closures business designs, manufactures and
sells plastic closures for consumer packaging worldwide primarily
for the personal care, food, beverage, pharmaceutical and
industrial end markets.  The business has 29 facilities located in
15 countries across Europe, the United States and Asia with
approximately 3,500 employees.  For the twelve months ended
December 31, 2004, total revenues for the business were
$676 million with approximately 76% derived from sales in Europe.

The transaction is subject to certain closing conditions,
including the receipt of regulatory approvals and other customary
conditions, and is expected to close later this year.

Crown was advised by Citigroup Global Markets Inc.

Crown Holdings, Inc., through its affiliated companies, is a
leading supplier of packaging products to consumer marketing
companies around the world.  World headquarters are located in
Philadelphia, Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Moody's Investors Service changed the ratings outlook for Crown
Holdings and its rated operating subsidiaries to positive from
stable reflecting the consistency of cumulative improvements in
financial and operating performance as the company has been
benefiting from realized working capital and efficiency gains,
effective price increases mitigating higher input costs, and
strategic leveraging of its global operations.

The ratings for Crown and its subsidiaries are:

   -- Ba3 rating for the $500 million first lien credit facility
      consisting of a $400 million revolver and a $100 million US
      letter of credit facility

   -- Ba3 rating for approximately Euro 460 million ($565 million
      equivalent) 6.25% first lien notes, due 2011, issued by
      Crown European Holdings, S.A.

   -- B1 rating for the $1.4 billion second lien notes, due 2011,
      issued by European Holdings

   -- B2 rating for the $725 million third lien notes, due 2013,
      issued by European Holdings

   -- B3 rating for the $700 million senior unsecured notes, due
      2023 - 2096, issued by Crown Cork & Seal Company, Inc.

   -- B3 rating for the $200 million (net of buybacks) senior
      unsecured notes, due 2006 issued by Finance PLC

   -- B2 senior implied rating at Crown Cork & Seal Company, Inc.

   -- SGL-1 Speculative Grade Liquidity Rating at Crown

   -- Caa1 senior unsecured issuer rating (non-guaranteed
      exposure) at Crown Cork & Seal Company, Inc.


CROWN MEDIA: Board Explores Strategic Alternatives & Possible Sale
------------------------------------------------------------------
The Board of Directors for Crown Media Holdings, Inc. (NASDAQ:
CRWN) authorized the Company to explore strategic alternatives,
including a potential sale of the Company to a third party.  In
support of this initiative, a Special Committee of independent
directors of the Board of Directors has been formed to oversee the
process.

Hallmark Cards, Incorporated has advised the Company's Board of
Directors that it fully supports the Board's determination.
Hallmark also advised the Board that it would consider entering
into a license agreement with respect to the Hallmark Channel name
in connection with a sale of the Company if requested by a
potential purchaser.

"After considering various factors, including the strong
performance of the Hallmark Channel and the prevailing current
economic realities of being a one channel business in our
industry, the Board unanimously determined that now is the time to
look at all alternatives," David Evans, President and CEO of Crown
Media, said.  "Since its launch just four years ago, Hallmark
Channel has experienced tremendous growth in all of its key
business areas, including distribution, ratings and revenues.
Today, Hallmark Channel is one of the top ten rated cable channels
in both total day and prime time with nearly 70 million
subscribers, and is well-positioned for continued success."

There can be no assurance that the Company will enter into or
consummate any transaction, or as to the terms or timing thereof.

Crown Media Holdings, Inc. (NASDAQ: CRWN) owns and operates cable
television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in the U.S. to nearly 70 million
subscribers. In 2004, Crown launched its second 24-hour linear
channel, Hallmark Movie Channel.  Through its subsidiary, Crown
Media Distribution, LLC, Crown also distributes titles in the U.S.
from its award-winning collection of movies, mini-series and films
for exhibition in a variety of television media including
broadcast, cable, video-on-demand and high definition television.
Significant investors in Crown Media Holdings include: Hallmark
Entertainment Holdings, Inc., a subsidiary of Hallmark Cards,
Incorporated, Liberty Media Corp., and J.P. Morgan Partners
(BHCA), LP, each through their investments in Hallmark
Entertainment Investments Co.; VISN Management Corp., a for-profit
subsidiary of the National Interfaith Cable Coalition; and Hughes
Electronics Corporation.

At June 30, 2005, Crown Media Holdings, Inc.'s balance sheet
showed a $33,905,000, stockholders' deficit, compared to a
$54,636,000, positive equity at Dec. 31, 2004.


CROWN MEDIA: June 30 Balance Sheet Upside-Down by $33.9 Million
---------------------------------------------------------------
Crown Media Holdings, Inc., reported results for the second
quarter ended June 30, 2005.  The Company reported a net loss of
$56,255,000, for the second quarter and a $107,162,000, net loss
for the six-month period ended June 30, 2005.  The company also
disclosed that it incurred losses in 2004.

As of June 30, 2005, the Company had $5.6 million in cash and cash
equivalents on hand and $41 million available under its bank
credit facility.  Forty million of the availability is subject to
the approval of Hallmark Cards prior to the Company being able to
draw such funds.  As of June 30, 2005, the Company had borrowed
$179 million under its bank credit facility, which matures May 31,
2006.

The Company's principal sources of funds are:

    * currently available cash on hand,
    * periodic tax sharing payments, and
    * amounts available for borrowing under its bank credit
      facility.

However, the Company expects that cash payments under the tax
sharing agreement with Hallmark Cards during the remainder of 2005
will be less than prior periods as a result of the taxable gain
anticipated on the sale of the international business.

In connection with the Company's business strategy, the Company
expects to continue making investments in programming and
distribution during the next twelve months ending June 30, 2006.
However, because of the near-term liquidity issues, absent
financial assistance from Hallmark Cards, in order to preserve
cash and stay in operation, the Company will need to reduce some
of this anticipated spending in the near term.  The Company's
principal uses of funds for the remainder of 2005 are expected to
include the payment of operating expenses, licensing of
programming, subscriber acquisition fees and interest under its
bank credit facility.

The Company currently believes that cash on hand and the remaining
availability under its bank credit facility (assuming that
Hallmark Cards approves additional borrowings), both of which are
currently its principal sources of funds, and periodic payments
under the tax sharing agreement, will be sufficient to fund the
current level of operations and meet its liquidity needs through
the maturity date of its bank credit facility.

Hallmark Cards is required to approve borrowings under the
Company's $220 million bank credit facility in excess of
$180 million.  To date, Crown Media Holdings has not requested
Hallmark Cards to approve the drawing of funds; however, the
Company anticipates that it will require such additional liquidity
and will request approval of Hallmark Cards during the final six
months of 2005.  There can be no assurance that Hallmark Cards
will approve such additional drawings and, if such drawings are
not approved, the Company will need alternative sources of funding
or will need to significantly curtail expenses or programming
acquisitions and payments.

Due to the Company's liquidity needs, the Company anticipates that
prior to Aug. 31, 2006, it will be necessary to either extend or
refinance:

    (i) the bank credit facility and

   (ii) the license fees ($138.3 million at June 30, 2005) and
        other amounts ($100.0 million at June 30, 2005) payable to
        affiliates of Hallmark Cards.

In the alternative or as part of a combination of actions, the
Company may seek, among other things, to issue additional equity
or debt securities to raise capital for the repayment of those
obligations and for other future cash needs.

                    Hallmark Obligations

If the Company is not able to arrange for the extension,
refinancing or replacement of the bank credit facility prior to
its maturity and the bank draws down on the irrevocable letter of
credit, Hallmark Cards would acquire all obligations and the
rights of the lending banks under the bank credit facility.  In
that event, Hallmark Cards could demand payment of outstanding
amounts at any time.

By a letter dated Aug. 1, 2005, which supplemented a previous
letter dated Feb. 28, 2005, Hallmark Cards confirmed to the
Company that neither Hallmark Cards nor any of its wholly owned
subsidiaries would demand payment from the Company until Aug. 31,
2006, at the earliest, on:

    (1) license fees and inter-company payables outstanding as of
        December 31, 2004, and June 30, 2005, and

    (2) any reimbursements on the letter of credit supporting the
        bank line of credit if drawn to pay the bank credit
        facility which matures on May 31, 2006.

As consideration for extending the demand period for the possible
reimbursement of amounts drawn on the letter of credit supporting
the credit facility and the payment of license fees up to
$150 million and other amounts up to $100 million payable to
Hallmark affiliates, the Company agreed, if so requested by
Hallmark Cards, to convert its license fees payable to Hallmark
affiliates, which was approximately $138.3 million at June 30,
2005, to a promissory note bearing interest at LIBOR plus 3% per
annum (or another market appropriate rate for the Company).  The
term of the promissory note would begin on August 1, 2005, or
other date acceptable to Hallmark Cards and the Company's banks,
and would be payable in full on Aug. 31, 2006.  The conversion of
the non-interest bearing license fees payable to an interest
bearing promissory note would be subject to the approval of the
lenders in the bank syndicate to the credit facility.

                       Credit Facility

The Company has a credit agreement with a syndicate of banks, led
by JP Morgan Chase Bank, under which the banks have extended to
the Company a secured revolving credit facility of up to
$220 million.  The Company and the lending banks originally
entered into the facility in 2001 and have subsequently amended
the terms of this facility, with the most recent amendment on
March 1, 2005.  The facility is guaranteed by the Company's
subsidiaries and is secured by all tangible and intangible
property of Crown Media Holdings and its subsidiaries.

As of March 1, 2005, the Company entered into an eighth amendment
to the agreement for the Company's bank credit facility.  This
amendment extended the maturity date to May 31, 2006.

Upon the maturity of the credit facility on May 31, the lending
group led by JP Morgan Chase has the right to elect to forego the
receipt of cash to pay the principal amount of the credit facility
in full, which is provided for under the terms of an irrevocable
letter of credit provided by Hallmark Cards, but instead to
initiate a process to foreclose on the Company's assets.  Such
foreclosure proceedings could affect the Company's ability to
continue its operations.

The amendment waived the Company's non-compliance with the seven
financial covenants:

    (1) capital expenditures in 2004;

    (2) cash program acquisition guarantees in 2004;

    (3) trailing 12-month EBITDA for the quarter ended December
        31, 2004;

    (4) cash payments to television distributors for subscribers
        in 2004;

    (5) net worth at December 31, 2004;

    (6) leverage ratio for the quarter ended December 31, 2004;
        and

    (7) interest coverage ratio for the 2004 year.

The amended facility also:

    * deleted the net worth covenant;

    * amended the limit on the Company's cash program guarantees
      in 2005;

    * amended the quarterly EBITDA requirements for the remainder
      of the loan term; and

    * amended the limit of cash payments to television
      distributors for subscribers, the minimum number of
      subscribers and the minimum gross subscriber revenue.

Further, pursuant to the credit amendment, the limitation on
Restricted Payments was amended to allow the Company to make
certain payments to Hallmark Cards or its affiliates.

At December 31, 2004, and June 30, 2005, Crown Media Holdings had
outstanding borrowings of $310 million and $179 million,
respectively, under the credit facility and there were no letters
of credit outstanding.  At June 30, 2005, the entire outstanding
balance bore interest at the Eurodollar rate (4.33% at June 30,
2005).  Interest expense on borrowings under the credit facility
for the three months ended June 30, 2004 and 2005, was $3.3
million, and $2 million, respectively, and for the six months
ended June 30, 2004 and 2005, interest expense was $6.4 million,
and $5.9 million, respectively.

                 Hallmark Letter of Credit

Pursuant to Amendment No. 8 to the bank credit facility, Hallmark
Cards provided an irrevocable letter of credit issued to JP Morgan
Chase Bank by Citibank, N.A., in the amount of $320 million, as
credit support for the Company's obligations under the credit
facility.  The letter of credit was reduced to $220 million upon
the consummation of the sale of the Company's international
business and the reduction of the aggregate outstanding credit
exposure of its lenders to $220 million.

Drawdowns under the letter of credit may be made for amounts due
and payable under the credit facility.  Amounts in excess of $180
million require the concurrence of Hallmark Cards.  Any proceeds
received by JP Morgan Chase Bank from drawing under this support
letter of credit will not be applied to repay the Company's
obligations, but will be used to purchase on the part of Hallmark
Cards from the bank lenders subordinated participations in our
obligations under its bank credit facility, junior in payment to
the bank lenders under the bank credit facility.

The support letter of credit automatically expires on May 31,
2006.  The Company pays to Hallmark Cards, as compensation for the
support letter of credit, the amounts resulting from the 2%
reduction in the interest rate and the 0.3% reduction in the
commitment fee payable by the Company under the bank credit
facility as provided in Amendment No. 8.

                  Senior Unsecured Note

In August 2003, the Company issued a senior unsecured note to HC
Crown for $400 million. A portion of the proceeds was used to
repurchase the Company's outstanding trust preferred securities,
and the balance of the proceeds, after expenses, was used to
reduce amounts outstanding under its bank credit facility.

The senior unsecured note payable to HC Crown does not require
cash payments until August 2007.  Instead, the principal amount of
the senior unsecured note accretes at 10.25% per annum,
compounding semi-annually, to $596.6 million at August 5, 2007.
The note matures on August 5, 2011, and is pre-payable by Crown
Media Holdings at any time after August 5, 2004, without penalty.

The note purchase agreement for the senior unsecured note contains
certain covenants that restrict on the part of the Company, among
other matters, from the incurrence of any additional indebtedness,
the repurchase or other acquisitions of the Company's stock,
investments in other parties and the incurrence of liens on the
Company's assets.  As a fee for the issuance of the notes, the
Company paid $3 million to HC Crown, which was initially
capitalized and is being amortized as additional interest expense
over the term of the note payable.

                       Promissory Note

On December 14, 2001, the Company executed a $75 million
promissory note with HC Crown maturing on the earlier of six
months from the termination of the credit facility or December 21,
2007.  This line of credit is subordinate to the bank credit
facility. The rate of interest under this line of credit is equal
to LIBOR plus three percent, payable quarterly. At both December
31, 2004, and June 30, 2005, borrowings under the note were $75.0
million.  Accrued interest on the note of $6.1 million and $8.4
million are included in line of credit and interest payable to HC
Crown as of December 31, 2004, and June 30, 2005, respectively, on
the accompanying condensed consolidated balance sheets.

Crown Media Holdings, Inc. (NASDAQ: CRWN) owns and operates cable
television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in the U.S. to nearly 70 million
subscribers. In 2004, Crown launched its second 24-hour linear
channel, Hallmark Movie Channel.  Through its subsidiary, Crown
Media Distribution, LLC, Crown also distributes titles in the U.S.
from its award-winning collection of movies, mini-series and films
for exhibition in a variety of television media including
broadcast, cable, video-on-demand and high definition television.
Significant investors in Crown Media Holdings include: Hallmark
Entertainment Holdings, Inc., a subsidiary of Hallmark Cards,
Incorporated, Liberty Media Corp., and J.P. Morgan Partners
(BHCA), LP, each through their investments in Hallmark
Entertainment Investments Co.; VISN Management Corp., a for-profit
subsidiary of the National Interfaith Cable Coalition; and Hughes
Electronics Corporation.

At June 30, 2005, Crown Media Holdings, Inc.'s balance sheet
showed a $33,905,000, stockholders' deficit, compared to a
$54,636,000, positive equity at Dec. 31, 2004.


DEL LABORATORIES: S&P Puts B Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Uniondale, New York-based Del Laboratories Inc., including its 'B'
corporate credit rating, on CreditWatch with negative
implications.  About $380 million of debt was outstanding as of
June 30, 2005.

The CreditWatch listing is based on the recently announced
resignation of William McMenemy, Del's CEO, effective Aug. 19,
2005, and the planned retirement of Enzo Vialardi, Del's CFO, in
January 2006.  Charles Hinkaty the company's current Chief
Operating Officer will fill Del's CEO position, and the CFO
position will be filled by Joseph Sinicropi.

"We will meet with the company's new management team to assess
Del's ability to stabilize its operations.  The ratings could be
lowered and remain on CreditWatch in the near term if the
company's operating performance or liquidity further
deteriorates," said Standard & Poor's credit analyst Patrick
Jeffrey.


DRUGMAX INC: July 2 Balance Sheet Upside-Down by $2.9 Million
-------------------------------------------------------------
DrugMax Inc., incurred a net loss of $7.2 million for the three
months ended July 2, 2005, versus a net loss of $900,000, for the
three months ended June 26, 2004, and incurred a net loss of $12.2
million for the six months ended July 2, 2005, versus a net loss
of $1.7 million for the six months ended June 26, 2004.

The Company believes that, with the purchasing synergies from the
merger with Familymeds Group, Inc., and the effect of the
reduction in costs associated with the elimination of certain
redundant positions as a result of the merger, as well as the
recently approved plan to exit the low margin component of its
distribution business and to reduce personnel and other selling
and administrative costs, the Company will continue as a going
concern.  Also, the Company expects to refinance the Senior Credit
Facility with a major lender other than the current lender during
the third quarter of 2005.  However, there is no assurance that it
will be able to obtain alternative financing and the lender could
demand repayment of the $42.7 million outstanding as of July 2,
2005, and could foreclose upon all or substantially all Company
assets and the assets of its subsidiaries.

                     Distribution Exit

Subsequent to July 2, 2005, and consistent with its post-merger
drug distribution strategy, the Company determined as part of its
ongoing merger integration plan that it would exit the legacy drug
distribution business primarily providing wholesale branded
pharmaceuticals to independent pharmacies and regional chain
stores.  The business to be exited consists principally of non-
core, low margin branded drug distribution wholesale operations,
which contributed operating losses of approximately $1.3 million
for the three-month period, ended July 2, 2005, and $2 million
during the six-month period ended July 2, 2005.

The Company believes that by exiting this lower gross margin
component of its distribution business, it will improve overall
operating Company results, while maintaining its core strategy of
specialty pharmaceutical distribution.  The Company expects to
exit this business component during the second half of 2005 and
has engaged a nationally known advisor to conduct a sale of this
business.  The Company expects to reduce its debt through the sale
of this business and realize additional proceeds, which would
improve working capital.  As the Company is in the early stages of
this process, it is unable to estimate the gain or loss, which may
be recorded upon the disposition.

The new drug distribution strategy is to focus on distributing
higher gross margin specialty pharmaceutical and generic drugs
across the Company's existing physician relationships through
direct marketing.  In addition, the revised strategy emphasizes
acquiring new customers - physicians, pharmacies and more
specialty healthcare providers - through implementing an inside
telephonic sales and marketing method.  Historically, DrugMax had
limited experience using these sales and marketing strategies;
therefore, management cannot determine its potential success in
acquiring and deriving revenue and profits until the new strategy
is fully operational and a new Customer Relationship Management
System is deployed later in the second half of 2005.

                     Workforce Reduction

Also subsequent to July 2, 2005, a plan was approved to reduce the
Company's workforce and implement tighter controls over other
selling and administrative costs substantially by the end of the
third quarter of 2005.  The expected annual savings from these
reductions is estimated at $1.9 million with approximately $0.6
million realizable in the second half of 2005.  The Company
expects to record a charge of approximately $220,000, in the third
quarter of 2005 principally for severance costs.

                   Revolving Credit Facility

On December 9, 2004, the Company entered into a Second Amended and
Restated Credit Agreement with General Electric Capital
Corporation, which increased the facility from $31 million to $65
million.  The $65 million of maximum availability was reduced by
$5.5 million of permanent availability, until the March 2005
Amendment, which increased the permanent availability reduction to
$7.5 million.  The Senior Credit Facility matures on December 9,
2007.  The Senior Credit Facility includes a prepayment penalty of
$1,300,000 if paid in full before December 9, 2005, $975,000 if
paid in full after December 9, 2005 but before December 9, 2006
and $650,000 if paid after December 9, 2006.  The Senior Credit
Facility is secured by substantially all assets of the Company.
As of July 2, 2005, $42.7 million was outstanding under the Senior
Credit Facility and $0.4 million was available for additional
borrowings, based on eligible receivables and inventory.

The Senior Credit Facility requires monthly compliance with
certain restrictive covenants including, but not limited to:

    * minimum EBITDA,
    * maximum capital expenditures,
    * maximum fixed charge coverage ratio,
    * minimum net worth,
    * minimum inventory turnover,
    * maximum trade receivable days sales outstanding,
    * maximum accounts payable days outstanding, and
    * maximum ratio of non-pharmaceutical inventory to total
      inventory.

                    Covenant Violations

The Company violated certain of these covenants as of January 1,
2005 and each subsequent month thereafter through July 31, 2005,
including the EBITDA and net worth financial covenants, and other
covenants, and as of such dates was in default on this obligation.
The Company is currently exploring alternative financing and
expect to refinance the Senior Credit Facility with a major lender
other than the current lender during the third quarter of 2005.
However, there is no assurance that the Company will be able to
obtain alternative financing and the lender could demand repayment
of the $42.7 million outstanding as of July 2, 2005, and could
foreclose upon all or substantially all of our assets and the
assets of our subsidiaries.

                   Credit Facility Amendment

On March 22, 2005, the Company entered into a First Amendment to
the Senior Credit Facility.  The March 2005 Amendment provided for
an increase in the reduction of permanent availability from $5.5
million to $7.5 million and allowed the Company to convert the $23
million of accounts payable after consideration of a $6 million
payment in March 2005 to AmerisourceBergen Drug Corporation into a
subordinated convertible debenture in the original principal
amount of $11,500,000 and a subordinated promissory note in the
original principal amount of $11,500,000.

The Subordinated Note is due and payable in quarterly installments
of $575,000 beginning on December 1, 2005 through September 1,
2010, on which date all outstanding amounts are due.

The Subordinated Convertible Debenture is due and payable in
quarterly installments of $605,263 commencing on March 1, 2006
through August 15, 2010, on which date all outstanding amounts are
due.  Quarterly interest payments are to be paid in common stock
through February 28, 2006.  Commencing March 1, 2006, quarterly
interest payments may be paid in cash or common stock in an amount
equal to the interest then due and owing divided by the Issue
Price, or a combination thereof.

If common stock is used to make principal or interest payments on
the Subordinated Convertible Debenture, and the proceeds
AmerisourceBergen receives upon any sale of the Company's common
stock (or the proceeds AmerisourceBergen would have received upon
a sale in the event no shares are sold by AmerisourceBergen) are
less than the principal and interest due, the Company is required
to pay such difference to AmerisourceBergen in cash on the date of
maturity of the Subordinated Convertible Debenture.  Through
December 31, 2005, AmerisourceBergen may not sell any shares of
the Company's common stock received that, in the aggregate, exceed
25% of the average trading volume of the Company's common stock
for the preceding 10 trading days.

In connection with the Subordinated Convertible Debenture, DrugMax
entered into a registration rights agreement dated March 21, 2005,
with ABDC pursuant to which the Company agreed to file a
registration statement with the SEC to register the resale of all
common stock issuable to AmerisourceBergen in connection with the
Subordinated Debenture no later than May 30, 2005.  Further on May
26, 2005, AmerisourceBergen granted the Company a 45 day extension
to file the registration statement.

On July 7, 2005, the company filed a registration statement on
Form S-1.  The SEC declared the Form S-1 effective on August 10,
2005.  The Subordinated Debenture and Subordinated Note are
guaranteed by DrugMax and certain of DrugMax subsidiaries,
including Valley Drug Company, Valley Drug Company South,
Familymeds, and Familymeds Holdings, Inc., pursuant to Continuing
Guaranty Agreements dated as of March 21, 2005.

DrugMax, Inc. -- http://www.drugmax.com/-- is a specialty
pharmacy and drug distribution provider formed by the merger on
November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc.
DrugMax works closely with doctors, patients, managed care
providers, medical centers and employers to improve patient
outcomes while delivering low cost and effective healthcare
solutions. The Company is focused on building an integrated
specialty drug distribution platform through its drug distribution
and specialty pharmacy operations. DrugMax operates two drug
distribution facilities, under the Valley Drug Company and Valley
Drug South names, and 77 specialty pharmacies in 13 states under
the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy
brand names. The DrugMax platform is designed to provide services
for the treatment of acute and complex health diseases including
chronic medical conditions such as cancer, diabetes and pain
management. The Company often serves defined population groups on
an exclusive, closed panel basis to maintain costs and improve
patient outcomes. DrugMax offers a comprehensive selection of
brand name and generic pharmaceuticals, non-prescription
healthcare-related products, and diagnostic supplies to our
patients, independent pharmacies, physicians, clinics, long- term
care and assisted living centers. The Company's online product
offering can be found at http://www.familymeds.com/

At July 2, 2005, DrugMax, Inc.'s balance sheet showed a
$2,930,262, stockholders' deficit, compared to a $5,855,288,
positive equity at Jan. 1, 2005.

                       Bank Loan Default

As of January 1, 2005, the Company was not in compliance with
certain covenants under the Senior Credit Facility backed by
GENERAL ELECTRIC CAPITAL CORPORATION and BANK OF AMERICA, N,A.
As a result, the lender can demand repayment of the $32.9 million
outstanding as of Jan. 1, and could foreclose upon all or
substantially all of the Company's assets and the assets of its
subsidiaries.  The Company expects to receive an amendment waiving
covenant violations during the second quarter of 2005.

                       Going Concern Doubt

As a result of the Company's non-compliance, Deloitte & Touche
LLP, the Company's independent registered certified public
accounting firm, issued an unqualified audit report with an
explanatory paragraph raising doubt about the Company's ability to
continue as a going concern.


EL PASO: Issues Common Stock to Satisfy Purchase Contracts
----------------------------------------------------------
El Paso Corporation (NYSE: EP) settled the purchase contracts
forming a portion of El Paso's outstanding 9.00% equity security
units, which were issued in June 2002.  Each purchase contract was
settled in exchange for 2.5063 shares of El Paso common stock,
resulting in El Paso's issuance of an aggregate of approximately
13.6 million shares to the holders of equity security units.

The issuance of the shares of common stock related to the
settlement has been registered with the Securities and Exchange
Commission pursuant to a registration statement.  El Paso received
an aggregate cash purchase price of approximately $272.1 million
in consideration for the issuance, which El Paso intends to use
for general corporate purposes.

As a result of the settlement of the purchase contracts, the
equity security units (formerly NYSE: EP PrA) will cease to exist
and will no longer be traded on the New York Stock Exchange.

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products in a safe, efficient, and
dependable manner. The company owns North America's largest
natural gas pipeline system and one of North America's largest
independent natural gas producers.

                        *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.


ENHANCED MORTGAGE: Fitch Places BB Rating on $30MM Class B Certs.
-----------------------------------------------------------------
Enhanced Mortgage-Backed Securities Fund V Limited is rated by
Fitch:

     -- $130.0 million class A-1 senior notes 'AAA';

     -- $14.0 million class A-2 senior subordinated notes 'A+';

     -- $20.0 million class A-3 subordinated notes 'BBB+';

     -- $6.0 million class A-4 junior subordinated notes 'BBB';

     -- $30.0 million class B junior subordinated income notes
        'BB'.

The ratings of the class A notes reflect the likelihood that
investors will receive quarterly interest payments through the
redemption date as well as their respective stated principal
balances.  The ratings of the class B income notes only reflect
the likelihood that investors will receive their stated principal
balances upon the legal final maturity date.

The proceeds of the class A notes and class B income notes will be
used to purchase a diversified portfolio of investment-grade
assets, consisting primarily of U.S. dollar-denominated, fixed,
adjustable- or floating-rate, mortgage-related, and asset-backed
securities.  Also, the investment portfolio will maintain an
average credit quality of 'AA', with a majority of assets invested
in securities rated 'AAA' or issued or guaranteed by the U.S.
government and its agencies and private sector CMOs backed by such
investments.

Aggregate combined exposure to CMO derivatives, companions, and
support bonds combined will be limited to no more than 10% of the
maximum allowable portfolio size.  In addition, the portfolio
duration will be targeted at 0.1 years but will be limited to a
range about the target duration from a minimum of negative 0.25
years to a maximum of 0.25 years based on a fully levered
portfolio.

The investment manager, Babson Capital Management (a part of the
MassMutual Financial Group), will purchase and sell all
investments for the portfolio on behalf of the issuer, EMBS V, a
special purpose company incorporated under the laws of the Cayman
Islands.  Babson Capital Management will manage the portfolio in
accordance with specific investment policies, restrictions, and
guidelines reviewed by Fitch.  To ensure accurate value of the
portfolio, the issuer will perform daily valuations.


FALCON PRODUCTS: Committee Says Disclosure Statement Is Deficient
-----------------------------------------------------------------
An Ad Hoc Committee of Unsecured Creditors of Falcon Products,
Inc., and its debtor-affiliates, tells the U.S. Bankruptcy Court
for the Eastern District of Missouri, Eastern Division, it doesn't
like the Debtors' Disclosure Statement.

As previously reported, an Ad Hoc Committee asked the Court for
authority to examine, under Rule 2004 of the Bankruptcy
Procedures, the proponents of the Debtors' Joint Plan of
Reorganization.  The Plan is co-proposed by Oaktree Capital
Management, LLC, and Whippoorwill Associates, Inc.

The Ad Hoc Committee argues that the Disclosure Statement raises
more questions than delivering answers.

                     And the Questions Are?

When Oaktree and Whippoorwill were unsecured creditors, as co-
proponents of the first Plan, they firmly believed that the
estates' value is at $264 million.  But soon after purchasing the
Term B Secured Loan, Oaktree and Whippoorwill drafted a second
Plan providing nothing for unsecured creditors and lowering the
value of the estates to $85.4 million.  This simply baffles the
members of the Ad Hoc Committee.

The Ad Hoc Committee is concerned how much control does Oaktree
and Whippoorwill have over the Debtors, their management, their
professionals and over the course and terms of the restructuring?

In addition, the Ad Hoc Committee questions the Debtors' motives
for pressing to exit chapter 11 when:

    a) they have virtually no long-term senior management in
       place, only "turn around" managers;

    b) have not yet stabilized operations and, as suggested by
       their most recent operating report, continue to run on a
       cash flow negative basis;

    c) only just received their "comprehensive, company-wide"
       business plan that outlines the Debtors' operational
       restructuring, most of which is supposed to be implemented
       post-consummation;

    d) they remain under investigation by the United States
       Attorney, Securities & Exchange Commission, and the
       Missouri Department of Securities for pre-petition
       "accounting errors and irregularities" pertaining to
       financial disclosures concerning the Debtors' inventory
       levels;

    e) they still do not have in place internal controls and an
       integrated inventory system; and

    f) they purportedly have not yet investigated the value of
       estate causes of action to be retained by the Debtors or
       waived under the Plan, including claims arising from the
       "accounting errors and irregularities" or sounding in
       preferences or fraudulent conveyance?

The Ad Hoc Committee asserts that the Debtors should explain why
they abandoned the original Plan outlined on the petition date and
why the estates lost so much in five months.

                      Bad Faith Filing

The Ad Hoc Committee contends that serious legal implications
arise if it can be proven that the Term B creditors are
controlling the company and effected the change in the plan
treatment of unsecured creditors.  The Plan may disqualify the
good faith test owing to the fact that Oaktree and Whipporwill can
be classified as insiders, the Committee says.

Moreover, the Ad Hoc Committee believes that the facts it
presented will support a classic "papercraft" problem, where an
insider with influence over the terms of the restructuring
purchases claims in an effort to wrest ownership of the company.

The Ad Hoc Committee urges the Court to grant it rights under
Bankruptcy Rule 9014 to probe deeper and get the answers it needs.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Says Ad Hoc Committee's Disrupting the Process
---------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates tell the
Honorable Barry S. Schermer that a formal probe under Rule 2004 of
the Bankruptcy Procedures is unnecessary.

As previously reported, an Ad Hoc Committee of Unsecured Creditors
asked the U.S. Bankruptcy Court for the Eastern District of
Missouri, Eastern Division, to compel the Debtors and their co-
proponents of the Joint Plan of Reorganization to produce
documents for examination under Rule 2004.

Dissatisfied with the efforts of the Official Committee of
Unsecured Creditors in the Debtors' cases -- creditors holding 3%
of the total general unsecured claims -- requested 60 categories
of documents.  The Debtors say that these creditors grossly
mischaracterize facts and ignore the record in these cases.  The
Debtors question their integrity too.

The Debtors tell the Court that their professionals have made all
efforts to be cooperative with these creditors.  Unfortunately,
the Ad Hoc Committee demanded to see more documents in an
impossible time frame, the Debtors say.  In addition, the Ad Hoc
Committee has refused to divulge required information to the
Debtors, and has timed its actions so as to achieve maximum
disruption.  The hearing to consider approval of the Disclosure
Statement is set on Wednesday, August 24, 2005.

The Debtors assert that in order for their restructuring to be
successful, they need to have their Plan confirmed on a hearing on
Oct. 6, 2005.  Their employees, key customers and vendors are
anxiously waiting signs that the Debtors are making progress
toward emerging from chapter 11.  Not keeping with the schedule
puts the Debtors in danger of losing the support of these people.
Unless the Ad Hoc Committee can guarantee funding of the chapter
11 proceedings, the Debtors say they must emerge soon.

As a matter of law, the Debtors contend, the Ad Hoc Committee
can't be heard on these cases.  The Ad Hoc Committee is a minority
among the general unsecured creditors.  The Official Committee of
Unsecured Creditors is already representing this class.

                        Term B Loan

As for the Term B secured loan, the Debtors explain that Oaktree
and Whippoorwill became successors to Levine Leichtman Capital
Partners, III, L.P., along with three other lenders, based on a
transfer agreement.  Under that agreement, Oaktree, Whippoorwill
and Dalton Investments, LLC, purchased the outstanding obligations
from the original lenders.  The transaction was properly filed,
heard and approved by the Court, the Debtors say.

                       Asset Valuation

Contrary to the Ad Hoc Committee's assertion that the estates lost
$178.6 million in five weeks, the Debtors expound that the assets
reflected on the petition date was based on Falcon's July 31,
2004, Form 10-Q.  What's reflected on the Summary of Schedules was
less the amount of the estates good will of approximately $117
million, a write down of inventory for $20 million and a $24
million non-debtor subsidiaries' assets.

                      Term Sheet Confusion

As for the Committee's question on discarding the original plan,
the Debtors say that what was released to the press was merely a
non-binding Term Sheet -- a blueprint of a potential plan of
reorganization.  In addition, the Debtors included in the press
release a disclaimer that the terms contemplated in the Term Sheet
were not necessarily the terms that will come out in their chapter
11 plan.

The Debtors throw back the blame on the Ad Hoc Committee for their
inattention and oversights.

                         Plan Funding

The Debtors emphasize that their emergence from chapter 11 needs
at least $50 million.  That amount can be realized through the
Rights Offering contemplated in the Plan and the $20 million exit
funding that the Term B Secured Lenders will provide.

                     There Is No Conspiracy

Pursuant to the terms of the Plan, the proceeds from the Rights
Offering will be used to repay the Term A Loan and the DIP
facility rather than the Term B Lenders.  Furthermore, under the
Plan, Term B lenders will receive approximately 54% of the common
stock with the 46% balance going to the participants of the Rights
Offering.  Assuming that there will be no unsecured creditors who
will participate in the Rights Offering, the plan proponents will
get 100% of the equity at exit.  The Debtors say its preposterous
for Oaktree and Whippoorwill to make an investment of $50 million
to increase a 93% stake (as contemplated in the Term Sheet) to a
100% stake in the Plan of Reorganization.

The Debtors assert that there is no conspiracy, just insufficient
value to provide a return to general unsecured creditors and
equity holders.

                Replacement of Turnaround Professionals

According to Falcon, the employment of Alvarez & Marsal LLC was in
accordance with the original Term B Lenders' will.  After Oaktree
and Whippoorwill assumed the Term B loan, they recommended John S.
Sumner at TRG Turnaround Crisis Management as Chief Restructuring
Officer primarily because of his extensive turnaround experience.
The Debtors and the DIP lenders interviewed Mr. Sumner and found
him adequate for the position.  The retention was duly approved by
the Court.

               What's At Stake for the Ad Hoc Committee

The Debtors found out that two of the members of the Ad Hoc
Committee own Notes while another purchased at least 25 unsecured
claims totaling $1,029,090, between March 18, 2005, and June 3,
2005.  Also, these creditors filed a 2019 Statements were they
failed to disclose:

          * the nature and amount of their claims;

          * the date when each member of the Ad Hoc Committee
            acquired its claim; and

          * the amount paid for the claims.

Repeated requests to comply with Rule 2019(a) by supplying the
missing data were to no avail.  The Ad Hoc Committee has yet to
file a verified statement in compliance with the bankruptcy rule.

The Debtors appeal to the Court that the Ad Hoc Committee's
demands should be rejected because they duplicate the Official
Committee's work, adding burden and expense to the estates, and
delaying their emergence from bankruptcy.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Wants to Sell Property to RWMA Venture for $490K
-----------------------------------------------------------------
Falcon Products, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for
permission to:

   a) sell Shelby Williams' Canton property free and clear of any
      liens, claims and encumbrances;

   b) pay the real property taxes due on the Canton property; and

   c) pay the commission of its real estate broker, NAI Mark S.
      Bounds Realty Partners.

Shelby Williams, Inc., a debtor-affiliate, owns the property
located at 2075 Highway 43, in Canton, Mississippi, on the east
side of Highway 43.  The Debtor no longer uses the Canton property
for operations and does not need the property for storage
purposes.

Shelby Williams is negotiating a final purchase agreement with
RWMA Venturje Company, LLC, the only purchaser Shelby Williams has
received for the property after marketing it since December 2003.

The terms of the agreement include:

   -- The Debtor will sell the Canton Property to RWMA Venture for
      $490,000;

   -- The Debtor will pay a 7% commission from the sale proceeds
      to be shared equally between MSB Realty and RWMA Venture's
      broker Phillip Carpenter, of Carpenter Properties, Inc.; and

   -- The Debtor will pay all real property taxes and governmental
      assessments levied or assessed against the Canton property
      which are attributable to periods prior to the closing.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FEDERAL-MOGUL: Dist. Court Pegs Asbestos Liability at $9.4 Billion
------------------------------------------------------------------
In a Memorandum Opinion and Order released Friday, August 19,
2005, Judge Rodriguez estimated the total amount of contingent and
unliquidated claims against Turner and Newall Limited for
personal injury or death caused by exposure to asbestos at $9
billion in the United States and GBP229 million (about $411
million) in the United Kingdom, including pending and future
claims.

A full-text copy of Judge Rodriguez's 64-page Memorandum Opinion
and two-page Order is available free of charge at:

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

As previously reported, the Official Committee of Asbestos
Claimants and the Legal Representative For Future Asbestos
Claimants' expert, Dr. Mark Peterson, estimated T&N's United
States liability at $11.1 billion and T&N's liability for present
and future claims in the United Kingdom at GBP226 million or
about $405.6 million.

In contrast, Dr. Robin Cantor, the Asbestos Property Damage
Committee's expert, placed the net present value of all pending
and future United States claims at $2.5 billion.  Neither the PD
Committee nor Dr. Cantor estimated the aggregate liability in the
United Kingdom because the claims "are only a small fraction of
the United States claims, and will not significantly affect
recoveries for property damage claimants."

                    English Law Considerations

Judge Rodriguez notes that in an attempt to efficiently and
thoroughly resolve the liability concerns in the United States,
the PI Committee and the Futures Representative submitted
evidence that they hope will provide some persuasive reference to
the concurrent administration (bankruptcy) proceedings in the
United Kingdom.

Recently, the English solicitors for the Administrators of the
English companies in the Federal-Mogul Group applied to Justice
David Richards of the English High Court of Justice for
directions that concerned various issues of conflicts of law
pursuant to section 14(3) of the Insolvency Act 1986.  After a
hearing, the High Court indicted that it could be assisted on the
issues after the U.S. District Court renders its estimation
judgment.

To that end, Judge Rodriguez believes that Barbara Dohmann, Q.C.,
a barrister at the Bar of England and Wales and a member of the
Blackstone Chambers, provided credible and well-reasoned expert
testimony as to the choice of law for liability and damages that
would apply if T&N's personal liability claims, based on events
in the United States, were considered by an English court.

Ms. Dohmann opined that a Court in the United Kingdom would apply
the law of the relevant United States jurisdiction to determine
T&N's liability for asbestos claims asserted against it based on
exposure and injury occurring in the United States.  Judge
Rodriguez accepts her testimony as credible and persuasive.

According to Judge Rodriguez, the PD Committee correctly
established during cross-examination that as of this moment the
laws of the United Kingdom would control the quantification of
damages issue.  "Nevertheless, the Court accepts the testimony of
Ms. Dohmann, and concurs with her opinion that the House of Lords
will ultimately decide that United States claims against T&N
would be assessed and quantified, in an English administration,
under the applicable law of a United States jurisdiction,
regardless of whether the claims are considered under [Private
International Law (Miscellaneous Provisions) Act 1995] or common
law."

                        Estimation Process

Judge Rodriguez notes that the Bankruptcy Codes does not
establish the manner in which contingent or unliquidated claims
are to be estimated.  "Courts in the Third Circuit have recently
grappled with the manner in which an estimation should be
conducted in the asbestos-bankruptcy context."

Judge Rodriguez points out that in the In re Armstrong World
Industry estimation, it was stated that "estimating future claims
is more an imprecise art than a science, and the best way anyone
can do is try to find an estimate that is not unreasonable." In
re Armstrong World Indus., Case No. 00-04471, slip. op. 45,
Docket No. 6256 (Bankr. D. Del. December 19, 2003)

The In re Owens Corning estimation provides a useful analog to
the estimation in Federal-Mogul's case, Judge Rodriguez notes.
The court pegged Owens Corning's liability as "somewhere in
between," and consequently, assessed its liability at $7 billion.
In re Owens Corning, 322 B.R. at 725.  Judge Rodriguez observes
that this was in-line with other major asbestos bankruptcy
estimations -- the estimate in the Babcox & Wilcox case was $7.1
billion to $9.0 billion, in Armstrong World Industry it was $4.7
billion to $6.5 billion, in Raytech it was $7 billion, and in
Eagle-Pitcher it was $2.5 billion.

However, Judge Rodriguez relates, the Memorandum and Order in
Owens Corning's case does not give a roadmap to its $7 billion
dollar figure; this, despite the enormous variations in the four
estimates provided, $2-$11 billion dollars.  Judge Rodriguez
clarifies that this is not a criticism of the Owens Corning
court, but rather, a recognition that each expert used a
different set of assumptions and methods for determining historic
levels of compensation, the values of that compensation, and how
the universe of claims was evaluated.

Similarly, Judge Rodriguez notes, he is confronted with two
estimates that are submitted by two well-respected experts, but
are based upon radically different assumptions.

According to Judge Rodriguez, the task, therefore, cannot be to
simply determine which expert makes a more compelling argument as
to a particular variable in their formula, insert the most
credible figure, and then continue with the calculus.

"The task is made more difficult because the parties have spent
considerable time criticizing the other expert's assumptions and
the methodology used to compute each variable.  After
consideration of the expert reports in this matter, it is evident
that the Court must make reasonable adjustments based on the
record created at trial and embrace the methodology it finds more
reliable, while remaining vigilant to the potential bias that a
party's expert may have on his or her estimation figures."

Judge Rodriguez believes that a workable framework was developed
in In re Eagle Pitcher, 189 B.R. 681 (Bankr. S.D. Ohio 1995).
The Eagle Pitcher court set out what an estimating court should
consider in the asbestos estimation process.

In considering prepetition, unpaid claims, Judge Rodriguez
asserts that the only sound approach is to begin with what is
known -- the data in the T&N Database.

Judge Rodriguez found the Eagle Pitcher court's seven
considerations for estimating future claims persuasive:

   1. The estimate should be primarily based on the company's
      history.  This consideration does not, however, rule out
      the desirability of considering trends general to the
      industry, particularly regarding the rate of filing of
      claims.

   2. The total number of claims to be expected should be
      estimated.

   3. The estimation of claims should categorize them by disease
      and occupation, as well as other factors.

   4. Valuation of claims should be based on settlement values
      for claims close to the filing date of the bankruptcy case.

   5. A reasonable rate for indemnity increase with time must be
      determined so that a future value of filing date indemnity
      values can be comparable.

   6. A lag time gleaned from the tort system must be determined
      in order that there be accuracy in projecting future
      values.

   7. A discount rate must then be applied in order to bring the
      future nominal value of claims back to the filing date.

Despite the significant difference in estimates, Judge Rodriguez
observes that there are some areas where Dr. Peterson and Dr.
Cantor agree.  Both generally agree on the number of historical
claims filed, and an approximate value of unpaid, unresolved
pending claims.  Also, each expert "transitions" the data for
those claims that were unspecified in the T&N Database.  In
addition, the experts both derive a "nonmalignant multiplier" for
projecting the number of future nonmalignant claims as a multiple
of cancer claims; namely, Dr. Peterson uses 10.2 for his
Increasing model and Dr. Cantor uses 12.9.  They both generally
agree on the historical dismissal rates, which they both use to
determine the number of pending and future claims that will be
compensated.

After considering the evidence and the testimony of the experts,
Judge Rodriguez has determined that Dr. Peterson's estimate comes
closest to the criteria enumerated in In re Eagle-Pitcher.

Judge Rodriguez says he places more reliance on the methodology
and testimony of Dr. Peterson.  "However, the reliance is
tempered by the Court's consideration of the criticisms levied by
the PD Committee of Dr. Peterson's Increasing model.  In
addition, the Court cannot ignore the lack of funding that has
befallen numerous asbestos personal injury trusts, and was
persuaded by the testimony that indicated that the asbestos
containing products manufactured, distributed, marketed, and
mined by T&N reached countless United States' job sites and
affected hundreds of thousands of persons.  It is for these
reasons that a figure between Dr. Peterson's No Increasing
estimate -- $8.2 billion -- and his Increasing estimate -- $11.1
billion -- is reasonable and in keeping with the purposes of
[Section 502(c) of the Bankruptcy Code]."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Inks Settlement Pact with Verizon Wireless
---------------------------------------------------------
As previously reported, Cellco Partnership, doing business as
Verizon Wireless, asked the U.S. Bankruptcy Court for the District
of Delaware to compel Federal-Mogul Global, Inc., to turn over
certain funds as a result of a mistake in banking transactions by
Mellon Bank and Bank of America.

Specifically, Verizon Wireless sought:

    a. injunctive relief and turnover by Federal-Mogul, based on
       constructive trust and unjust enrichment theories, of the
       proceeds of a $1,120,320 check issued by Verizon Wireless
       on a Mellon account and payable to Kyocera Wireless Corp.,
       which was erroneously deposited into a Federal-Mogul
       account with Bank of America prior to the Petition Date;

    b. recovery of the Funds from Mellon on strict liability and
       negligence theories; and

    c. recovery of the Funds from Bank of America on the grounds
       of negligence.

Michael Seidl, Esq., at Pachulski, Stang Ziehl, Young, Jones &
Weintraub P.C., in Wilmington, Delaware, relates that the
Complaint was amended twice, adding Bank of America, N.A., as a
defendant and adding a breach of warranty claim against Bank of
America under Section 4-205 of the Uniform Commercial Code.

Bank of America and Verizon Wireless filed claims in the Debtors'
Chapter 11 cases with respect to the Funds:

    Claimant              Claim No.            Claim Amount
    --------              ---------            ------------
    Bank of America         5918                $1,120,320
    Verizon Wireless       10779                 1,120,320

After limited discovery among the parties, Verizon Wireless
withdrew its request for injunctive relief with respect to
Federal-Mogul.

Mellon, Verizon Wireless and Bank of America also filed motions
for summary judgment.  Accordingly, the Court issued an order on
January 14, 2005, whereby:

    -- Mellon's motion for summary judgment as to Verizon
       Wireless was granted while Verizon's summary judgment as
       against Mellon was denied;

    -- Mellon's motion for summary judgment on its cross claims
       against Bank of America was deemed moot as a result of a
       summary judgment granted in Mellon's favor with respect to
       Verizon;

    -- Verizon Wireless's motion for summary judgment as to Bank
       of America was denied; and

    -- Bank of America's motion for summary judgment as to Verizon
       Wireless was denied.

As a result, the Adversary Proceeding was resolved with respect
to Mellon, leaving the remaining dispute between Verizon Wireless
and Bank of America.  Verizon Wireless and Bank of America
submitted their dispute to mediation, which was conducted on
May 25, 2005.

                    Verizon Settlement Agreement

Federal-Mogul, Bank of America, Verizon Wireless and Mellon
entered into a settlement with respect to the Bank of America
Claim, the Verizon Wireless Claim, and the issues asserted in the
Complaint and the various cross claims and counterclaims.

The salient terms of the Settlement Agreement are:

    a. The Verizon Wireless Claim is deemed withdrawn;

    b. The Bank of America Claim is deemed allowed as a general
       unsecured claim in the Debtors' cases for $1,120,320 in
       full satisfaction of all claims asserted against the
       Debtors in the Verizon Adversary Proceeding; and

    c. The Complaint, as amended, and all counterclaims and cross
       claims are dismissed with prejudice, with each party to
       bear its own costs and expenses.

The Debtors ask the Court to approve the Settlement Agreement.

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


FIBERMARK: Court Unseals Examiner's Redacted Report
---------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Vermont has determined that the report of the independent
examiner appointed in FiberMark, Inc.'s chapter 11 case should be
unsealed, subject to certain minimal redaction.  The redacted
report was unsealed on Friday, August 19, 2005, absent any motion
to stay the unsealing.  A full-text copy of the redacted 344-page
report is available for free at:

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

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

The U.S. trustee disbanded the creditors committee effective
July 13, 2005, after Mr. Miller conducted the investigation and
made his recommendation that the dysfunctional committee be
dissolved.

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

E.I. DuPont resigned and was replaced by Silver Point Capital.

Everybody Mr. Miller takes a swipe at in his report disputes the
facts, Mr. Miller's conclusion, or that they did anything wrong.

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.


FIREARMS TRAINING: Balance Sheet Upside Down by $28.9M at June 30
-----------------------------------------------------------------
Firearms Training Systems, Inc. (OTC: FATS), reported first
quarter results for fiscal year 2006 ended June 30, 2005.

Revenue for the first quarter was $16.5 million versus
$18.4 million for the same period of the previous year.  The
Company achieved first quarter net income applicable to common
stockholders of $9,000, or $0.00 per diluted share, compared to a
net loss of ($0.3 million) for the same period of the previous
year.  The improvement in net income was primarily driven by the
elimination of mandatory preferred stock dividends and lower debt
cost as a result of the Company's successful debt refinancing on
September 30, 2004.

Ronavan R. Mohling, the Company's Chairman and Chief Executive
Officer stated, "While we are disappointed in this quarter's
revenue result, the Company has grown revenues in the prior six
periods.  The Company's strategic direction and focus is
fundamentally sound.  Our dedication to research and development,
quality, strategic relationships and major operational
improvements is building a solid foundation for long-term success.
Our core strength is evolving into a new role: being a cutting-
edge developer of integrated virtual training systems for complex
combat environments.  The Company's solutions exemplify the
advanced tools and technology necessary to meet the new demands of
the modern military and law enforcement organizations around the
world."

The Company continues to evaluate various strategic alternatives
with its financial advisor, Mr. Mohling noted.  He expects that
the Company will complete its review and take any actions arising
from this review during the next several months.  However, there
can be no assurance that this process will result in a
transaction, any proposal or agreement for a transaction, or any
other action by the Company.

Firearms Training Systems, Inc., through its subsidiary FATS, Inc.
-- http://www.fatsinc.com/-- designs and sells virtual training
systems that improve the skills of the world's military, law
enforcement and security forces.  FATS training provides
judgmental, tactical and combined arms experiences, utilizing
quality engineered weapon simulators.  The Company serves U.S. and
international customers from headquarters in Suwanee, Georgia,
with branch offices in Australia, Canada, Netherlands and United
Kingdom.  FATS, an ISO 9001:2000 certified company, celebrated its
20th anniversary in 2004.

As of June 30, 2005, Firearms Training equity deficit widened to
$28,975,000, from a $28,504,000, deficit at March 31, 2005.


FLOWSERVE CORP: Completes $1 Billion Debt Refinancing
-----------------------------------------------------
Flowserve Corp. (NYSE:FLS) completed a $1 billion refinancing of
its high yield notes, Term A and Term C loans, and consolidation
of its revolving credit and backup liquidity facilities on Aug.
12, 2005.  The company will redeem all of its 12.25% Senior
Subordinated Notes with face amounts of $188.5 million and EUR65
million.

The company currently expects to save more than $20 million of
interest expense annually through these actions.  Separately, the
company said it will incur about $10 million of expenses in 2005,
including about $6.5 million in non-cash stock compensation
expense, related to the chief executive officer transition and
certain stock compensation actions.

"We are extremely pleased to complete this refinancing and take
the next step in significantly strengthening our capital
structure," said Chief Financial Officer Mark A. Blinn.  "By
refinancing at more favorable rates, including replacing the 12.25
percent coupon rate under the senior subordinated notes, we expect
to substantially reduce our cash interest expense and other bank-
related fees.  In addition, the less restrictive lending covenants
provide us with considerably more flexibility in our capital
structure, including the ability to better utilize our cash flow.
As we have in the past, we will continue to manage interest rate
risk in connection with this new financing.  Bottom line, we
currently expect to save more than $20 million of interest expense
annually over the current interest rate structure."

                    New Credit Facilities

A new $600 million 7-year Term B loan, with an initial interest
rate equal to the London Interbank Offered Rate (LIBOR) plus 175
basis points, replaces the $322 million of outstanding Term A and
Term C loans, which had an effective interest rate equal to LIBOR
plus 248 basis points as of June 30.  A portion of the proceeds
also will be used to redeem both tranches of the company's
outstanding 12.25% Senior Subordinated Notes with face values of
$188.5 million and EUR65 million, respectively.

Also, a new $400 million 5-year revolving credit facility, having
an initial interest rate of LIBOR plus 175 basis points, replaces
a $300 million revolving credit facility with the same interest
rate as of June 30, as well as $89.3 million of backup liquidity
facilities.  The refinancing transaction was led by Bank of
America and Merrill Lynch & Co.

A full-text copy of the CREDIT AGREEMENT dated as of August 12,
2005, among FLOWSERVE CORPORATION, one or more unidentified
LENDERS, BANK OF AMERICA, N.A., as Administrative Agent,
Swingline Lender and Collateral Agent, BANC OF AMERICA SECURITIES
LLC, as Joint Lead Arranger and Joint Book Manager, MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and
Joint Book Manager and Syndication Agent, and CALYON NEW YORK
BRANCH, MIZUHO CORPORATE BANK, and PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents, is available at no charge at
http://ResearchArchives.com/t/s?ed

            Redemption of Senior Subordinated Notes

On Sept. 12, 2005, the company will redeem its 12.25% Senior
Subordinated Notes due Aug. 15, 2010.  Noteholders will receive
$1,061.25 per $1,000 principal amount held, plus accrued interest
to the redemption date.  Notice of redemption was delivered on
Aug. 12, 2005, as required under the respective indentures.  The
company expects to incur a loss on the redemption of the notes and
the refinancing, which will take into consideration cash payments
of $16 million for the redemption premium and approximately
$10 million for financing-related fees, as well as non-cash
amounts totaling approximately $8 million currently on its balance
sheet reflecting original issue discounts and capitalized costs
related to the debt facilities that were refinanced and notes that
will be redeemed.  The ultimate amount of the loss depends on the
amount of financing fees and expenses that may be capitalized as
debt issue costs rather than expensed, and depends upon the final
syndication of the banks.

               CEO-Transition Related Expenses

Separately, the company says it expects to record CEO
transition-related and certain stock compensation expenses in 2005
totaling about $10 million, primarily related to severance,
executive search, previously reported management retention bonuses
under the company's Transition Security Plan, and stock
compensation resulting from the modification of certain existing
restricted stock and stock option grants.

Until the company becomes current with all of its financial
statement filings with the Securities and Exchange Commission and
formally registers shares under option programs, the company, as
provided under its stock compensation plans, has precluded stock
option holders from exercising any options.  With respect to
existing employees and certain retirees, the company extended
through Dec. 31, 2006, all options previously scheduled to expire
during 2005.  Under accounting rules, the modification of an
existing stock option triggers a re-measurement of the original
grant to recognize as additional non-cash compensation expense the
difference between the option strike price and the fair value of
the underlying stock at modification date for all modified
options.

Approximately $6.5 million of the approximately $10 million charge
attributable to the CEO transition and certain stock compensation
noted above reflects a non-cash charge related to this additional
non-cash compensation expense, including about $5.5 million
arising from the departure of the former CEO.  The company may
find it appropriate or necessary to further modify options during
this suspension period to provide similar extended exercise
periods to affected option holders, resulting in additional non-
cash compensation expense that could be material to the company's
results of operations.

Flowserve Corp. is one of the world's leading providers of fluid
motion and control products and services.  Operating in 56
countries, the company produces engineered and industrial pumps,
seals and valves as well as a range of related flow management
services.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to Irving, Texas-based Flowserve Corp.'s
$1 billion credit facility.  A recovery rating of '3' was also
assigned, indicating meaningful recovery of lender principal in
the event of a default.  At the same time, S&P affirmed its
ratings on Flowserve Corp., including the 'BB-' corporate credit
rating and 'B-3' short-term credit rating.

The proposed $1 billion senior secured credit facilities consist
of a $400 million revolving credit facility due in five years and
a $600 million term loan facility due in seven years.  Flowserve
plans to use the proceeds from the new $1 billion borrowing to
refinance:

   * its existing terms A and C debt,
   * its existing revolving credit facility, and
   * its outstanding 12.25% senior subordinated notes.

Standard & Poor's would withdraw ratings on those issues once
repaid.  The company will have about $1 billion of rated debt
outstanding after the bank loan has closed in mid-August and the
bonds have been called within the 30-day period.

S&P said the outlook is stable.


GARDEN RIDGE: Wants Claims Objection Deadline Stretched to Jan. 7
-----------------------------------------------------------------
The Post-Confirmation Committee of Garden Ridge Corporation and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Delaware to extend, until January 7, 2006, the period
within which it can object to General Unsecured Claims,
Convenience Claims and Eligible Reclamation Claims.

The Committee tells the Court that the extension will provide it
with more time to effectively evaluate the claims, prepare and
file objections to the claims and, where possible, consensually
resolve them.

The Committee says that the claims review process has been delayed
because the budget for the review was only agreed in June 2005.
Also, the Committee's counsel has only recently received documents
necessary to review, object and finalize the claims.

The Current claims objection deadline ends on September 9, 2005.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GEO SPECIALTY: Closing of Chapter 11 Cases Moved to September 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the request of GEO Specialty Chemicals, Inc., and its debtor-
affiliates to delay the closing of their chapter 11 cases to
September 30, 2005.

As previously reported in the Troubled Company Reporter on July
28, 2005, Brian L. Baker, Esq., at Ravin Greenberg PC, in Roseland
New Jersey, informed the Court that the Debtors have various
unresolved claim objections, which require additional time to
fully investigate, analyze and negotiate a resolution.
Additionally, a matter between the Debtors and Hercules
Incorporated is presently pending before the Court.  Currently,
the Debtors and Hercules are in the discovery phase of litigation.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on March
18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene, Esq.,
Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson Hine,
LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq., and
Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the Debtors
in their restructuring efforts.  On September 30, 2003, the
Debtors listed $264,142,000 in total assets and $215,447,000 in
total debts.  On Dec. 20, 2004, the Court confirmed the Debtors'
Third Amended Plan of Reorganization.  The Plan took effect on
Dec. 31, 2004.


HAYES LEMMERZ: Four Directors Acquire 9,696 Shares of Common Stock
------------------------------------------------------------------
In separate Form 4 reports filed with the Securities and Exchange
Commission, four directors of Hayes Lemmerz International, Inc.,
disclose that they each acquired 2,424 shares of the Company's
common stock:

                                Date            Securities Owned
    Name                      Acquired         After Transaction
    -------                   ----------       -----------------
    Laurence M. Berg          07/28/2005             7,273
    William H. Cunningham     07/28/2005            27,273
    Henry D. G. Wallace       07/28/2005            14,773
    Richard F. Wallman        07/28/2005             7,273

According to Patrick C. Cauley, Hayes Lemmerz Attorney-in-Fact,
the 2,424 shares of stock were Restricted Stock Units converted
into an equal number of shares of common stock on July 28, 2005.
"Each Restricted Stock Unit is convertible into one share of
common stock or cash in an amount equal to the fair marker value
of a share of common stock, as determined by the Compensation
Committee of the Board of Directors."

The Restricted Stock Units were previously granted to each of the
Directors pursuant to the Hayes Lemmerz International, Inc. Long
Term Incentive Plan, Mr. Cauley relates.

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).


HEARME: Board Approves $274,612 Final Cash Distribution
-------------------------------------------------------
The Board of Directors for HearMe (Pink Sheets:HEARZ) approved a
final cash distribution to be paid out of net available assets of
$.009977 per share to stockholders of record as of the Company's
final record date of Nov. 26, 2001.  It is currently anticipated
that the Distribution will be made by Aug. 30, 2005.

The aggregate amount of the distribution is $274,612.  This
distribution will be the Company's final liquidating distribution.
An initial cash distribution of $0.18 per share totaling
approximately $5,113,000, was made in March 2002 and a second cash
distribution in the amount of $0.0467 per share totaling
approximately $1,325,000, was made in December 2004, in each case
to stockholders of record as of the final record date.

The number of outstanding shares of the Company's common stock
outstanding on November 26, 2001, the date on which the Company
closed its stock transfer books and discontinued recording
transfers, was 28,402,908.  The number of shares subject to the
Company's final distribution does not include 877,849 shares
associated with certain stockholders with outstanding promissory
notes.  In the case of certain stockholders with outstanding
promissory notes payable to the Company, the proceeds of the
Distribution will be offset against the outstanding principal and
interest under such notes.  In other cases, settlement agreements
with certain former noteholders included provisions whereby such
noteholders assigned the proceeds of any further distributions to
stockholders back to the Company.

In addition, pursuant to the management retention arrangements
entered into in 2001 with certain individuals, in connection with
the Distribution HearMe will pay the aggregate amount of $20,670
to such individuals.  The Company will retain approximately
$50,000 for final expenses including, but not limited to,
preparation and filing of final tax returns, state withdrawal
filings, accounting and legal related to the final distribution,
storage costs and a small reserve to cover any other costs that
may be incurred in connection with the Company's final wind-down.

The Company has determined that following the Distribution its
shares of Common Stock will have no value.

                        New York Litigation

On November 19, 2001, the Company was served with a complaint
filed by Michael Ring and Frank Ring against the Company and
GameSpy Industries, Inc. in the New York Supreme Court, County of
New York, alleging breach of a written lease relating to a
facility in New York, New York which had been assigned to GameSpy,
and seeking damages of approximately $197,000 plus attorneys'
fees.  In January 2004, the New York Supreme Court ruled in favor
of HearMe, and in May 2005 the U.S. Court of Appeals for the
Second Circuit affirmed this decision.  The final, and favorable,
resolution of this litigation has enabled the Company to make the
Distribution.

HearMe (formerly Mpath Interactive) was a specialist in real-time
voice technology for the Web.  HearMe licensed its Voice over
Internet Protocol (VoIP) technology to companies such as Raindance
Communications and eshare communications.  The company offered PC-
to-PC and PC-to-phone applications focusing on voice conferencing,
calling, and voice interaction for e-commerce sites.  As part of a
restructuring initiative to concentrate on its voice technology,
HearMe sold its Web communities (including entertainment and games
Web site Mplayer.com) to online game firm GameSpy Industries in
early 2001.  It later decided to totally shut down operations.
Investment firm Accel Partners owns about 10% of the company.


INDYMAC ABS: Poor Collateral Performance Cues Fitch's Downgrade
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these IndyMac ABS, Inc.
Home Equity issues:

   Series SPMD 2000-A group 1:

    -- Class AF-3 affirmed at 'AAA';
    -- Class MF-1 affirmed at 'AA';
    -- Class MF-2 affirmed at 'A';
    -- Class BF downgraded to 'C' from 'CCC'.


   Series SPMD 2000-A group 2:

    -- Class AV-1 affirmed at 'AAA';
    -- Class MV-1 affirmed at 'AA';
    -- Class MV-2 affirmed at 'A';
    -- Class BV affirmed at 'BBB'.


   Series SPMD 2000-B group 1

    -- Class AF-1 affirmed at 'AAA';
    -- Class MF-1 affirmed at 'AA';
    -- Class MF-2 downgraded to 'CCC' from 'B';
    -- Class BF remains at 'C'.

   Series SPMD 2000-B group 2

    -- Class AV-1 affirmed at 'AAA';
    -- Class MV-1 affirmed at 'AA';
    -- Class MV-2 affirmed at 'A';
    -- Class BV remains at 'CCC'.

   Series SPMD 2000-C group 1

    -- Classes AF-5, AF-6 affirmed at 'AAA';
    -- Class MF-1 affirmed at 'A';
    -- Class MF-2 downgraded to 'C' from 'CCC'.

   Series SPMD 2000-C group 2

    -- Class AV affirmed at 'AAA';
    -- Class MV-1 affirmed at 'AA';
    -- Class MV-2 downgraded to 'BB' from 'BBB'.

  Series SPMD 2001-A group 1

    -- Classes AF-5, AF-6 affirmed at 'AAA';
    -- Class MF-1 downgraded to 'BB-' from 'BBB-';
    -- Class MF-2 downgraded to 'C' from 'CCC'.

  Series SPMD 2001-A group 2

    -- Class AV affirmed at 'AAA';
    -- Class MV-1 affirmed at 'A-';
    -- Class MV-2 affirmed at 'BBB-';
    -- Class BV affirmed at 'BB'.

  Series SPMD 2001-B groups 1 and 2

    -- Class AV affirmed at 'AAA';
    -- Class MF-1 affirmed at 'AA';
    -- Class MF-2 downgraded to 'BBB-' from 'A';
    -- Class BF downgraded to 'C' from 'CCC'.

  Series SPMD 2001-C groups 1 and 2

    -- Classes AF-B4, AF-A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class B affirmed at 'BBB'.

The affirmations on approximately $215 million of the above
classes reflect credit enhancement consistent with future loss
expectations.  The negative rating actions on approximately $45
million of the above classes are due to poor collateral
performance and the deterioration of asset quality beyond original
expectations.

Series SPMD 2000-A group 1, with 11.70% of the original collateral
remaining, contained 9.38% manufactured housing collateral at
closing, and as of July 2005, the percentage of MH has increased
to 30.23.  The remainder of the collateral consists of subprime
fixed-rate mortgages secured by first or second liens.  As of July
2005, the overcollateralization  was $65,888 versus a target of
$600,970.  Class BF has already taken some write-downs and has
currently $2,872,397 of principal remaining.  The 12-month average
gross losses are $66,098, and excess spread before losses for the
same period is $20,907.

Series SPMD 2000-B group 1, with 13.19% of the original collateral
remaining, contained 12.73% manufactured housing collateral at
closing, and as of July 2005, the percentage of MH has increased
to 42.07.  The remainder of the collateral consists of subprime
fixed-rate mortgages secured by first or second liens.  As of July
2005, the OC was zero versus a target of $1,567,999.  Class BF has
already taken some write-downs and has currently $733,592 of
principal remaining.  The 12-month average gross losses are
$156,827, and excess spread before losses for the same period is
$30,700.

Series SPMD 2000-C group 1, with 11.99% of the original collateral
remaining, contained 12.08% MH collateral at closing, and as of
July 2005, the percentage of MH has increased to 40.64.  The
remainder of the collateral consists of subprime fixed-rate
mortgages secured by first or second liens.  As of July 2005, the
OC was zero versus a target of $900,001.  Class MF-2 has already
taken some write-downs and has currently $5,716,007of principal
remaining.  The 12-month average gross losses are $270,709 and
excess spread before losses for the same period is $53,072.

Series SPMD 2000-C group 2, with 12.03% of the original collateral
remaining, contained 9.65% MH collateral at closing, and as of
July 2005, the percentage of MH has increased to 27.33.  The
remainder of the collateral consists of subprime adjustable-rate
mortgages secured by first liens.  As of July 2005, the OC was
$797,516 versus a target of $1,350,000.  The 12-month average
gross losses are $224,062, and excess spread before losses for the
same period is $147,018.

Series SPMD 2001-A group 1, with 14.43% of the original collateral
remaining, contained 9.59% MH collateral at closing, and as of
July 2005, the percentage of MH has increased to 27.58.  The
remainder of the collateral consists of subprime fixed-rate
mortgages secured by first or second liens.  As of July 2005, the
OC was $56,770 versus a target of $815,000.  Class MF-2 has
already taken some write-downs and has currently $2,085,203 of
principal remaining.  The 12-month average gross losses are
$183,657, and excess spread before losses for the same period is
$84,543.

Series SPMD 2001-B, with 10.55% of the original collateral
remaining, contained 2.75% MH collateral at closing, and as of
July 2005, the percentage of MH has increased to 12.19.  The
remainder of the collateral consists of subprime fixed- and
adjustable-rate mortgages.  As of July 2005, the OC was $62,774
versus a target of $1,750,000.  Class MF-2 has already taken some
write-downs and has currently $3,615,574 of principal remaining.
The 12-month average gross losses are $256,266, and excess spread
before losses for the same period is $109,377.


IT GROUP: Administrative Claims Objection Deadline is Oct. 31
-------------------------------------------------------------
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 Administrative Claims filed against
the Debtors' estates.

Pursuant to the confirmed Plan, Alix Partners also acts as
Disbursing Agent to liquidate and distribute the Debtors'
remaining assets to their creditors and perform the claims
resolution process.

Alix Partners explains that the aggregate amount of Administrative
Claims asserted against the Debtors exceeded $26.9 million.  The
claims reconciliation process has resulted in the disallowance,
reduction or satisfaction of approximately $22.7 million in
Administrative Claims to date.  Therefore, there is approximately
$4.2 million of remaining Administrative Claims in the claims
pool.

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

   1) Alix and its professionals are continuing to engage in
      settlement negotiations with certain holders of
      Administrative Claims, including relatively complex claims
      filed by taxing authorities;

   2) the extension will give it more opportunity to review and
      analyze the remaining $4.2 million Administrative Claims
      pool and if necessary, file additional objection to those
      claims;

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

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.


JOHNSONDIVERSEY: S&P Revises Long-Term Rating Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its short-term
corporate credit rating on JohnsonDiversey Holdings Inc. to 'B-2'
from 'B-1' and revised its outlook on the long-term rating to
negative from stable.  All other ratings on JohnsonDiversey
Holdings and its subsidiary, JohnsonDiversey Inc., including the
'BB-' long-term corporate credit ratings were affirmed.

"Today's rating actions reflect our concerns that high raw-
material costs and soft economic and market conditions in key
Western European markets could delay expected improvement in the
company's financial profile," said Standard & Poor's credit
analyst Cynthia Werneth.  She added that "because of weak
recent performance, continued compliance with financial covenants
in the company's primary bank credit agreement is not assured."

The ratings on Sturtevant, Wisconsin-based JohnsonDiversey
Holdings reflect an aggressive financial profile, which more than
offsets the company's satisfactory business position and
historically relatively stable profitability.

Although JohnsonDiversey's operating margins do not fluctuate as
much as those of most other chemicals companies, they have come
under pressure during the past year primarily as a result of high
petroleum-based raw-material and transportation costs, and
difficulty in passing through increased costs to customers in some
highly competitive and consolidating markets.  To a lesser extent,
profitability has been negatively affected by customers' moves to
lower margin products and the company's strategic shift to lower-
margin solutions selling.

As a result, operation margins before depreciation and
amortization have declined to the mid-12% area from the mid-13%
area, although they improved sequentially during the most recent
quarter, helped by price increases and cost-cutting measures.
This compares with previous expectations that operating margins
would trend toward the mid-teens percentage area and would support
gradual improvement to the financial profile.

JohnsonDiversey, with revenues of more than $3 billion, is a
leading global manufacturer and marketer of cleaning and hygiene
products and related services for the institutional and industrial
cleaning market.  The company is the second-largest player in a
still-fragmented, almost $19 billion market, trailing only the
industry leader, Ecolab Inc.


KAISER ALUMINUM: Retirees Committee Balks at Disclosure Statement
-----------------------------------------------------------------
The Official Committee of Retired Salaried Employees asserts that
the proposed Disclosure Statement supporting the Remaining
Kaiser Aluminum Corporation and its debtor-affiliates' Plan of
Reorganization is not adequate.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, tells Judge Fitzgerald that the Disclosure
Statement does not reveal the identity or relevant affiliations
of the proposed directors for Reorganized Kaiser Aluminum
Corporation.  The creditors may not get the necessary information
until after they have already voted on the Plan.

Section 1129(a) of the Bankruptcy Code requires disclosure, by
the time of the confirmation hearing, of the identity and
affiliations of all proposed directors, Mr. Rosner notes.
Moreover, the disclosure will also have to be sufficient to
enable the U.S. Bankruptcy Court for the District of Delaware to
make its public policy determination under
Section 1129(a)(5)(A)(ii).

The Retirees Committee contends that it is essential for
creditors to know all of the relevant allegiances of the proposed
directors before voting because if confirmed, the Plan will make
a number of changes to the articles of incorporation currently in
effect for KAC.  Most of those changes will assure that the
initially elected board of directors will likely remain in
office, despite KAC's financial performance or some person's
desire to purchase KAC.

Mr. Rosner clarifies that the retirees will not be voting claims
based on the termination of their "retiree benefits," as defined
and protected by Section 1114 of the Bankruptcy Code.  The
Debtors' settlements with the Retirees Committee, the United
Steelworkers and the other unions provide for specified benefits
to be contributed to two retiree trusts, in lieu of distribution
on individual claims.

However, as the director disclosures must be made before Plan
confirmation, Mr. Rosner believes it would be efficient and
helpful to all general unsecured creditors, who are to receive
only stock on their claims, to know who will control their
corporation and to be assured that a majority of those persons
will not have divided loyalties, before creditors vote.

Mr. Rosner recounts that under the Plan, all of the existing
stock is to be cancelled and new stock will be issued to
creditors.  The Retired Salaried Employee VEBA Trust is to hold
just under 10% of the stock of Reorganized KAC -- the third
largest block to be issued under the Plan -- and be entitled to a
share of Reorganized KAC's profits.

Therefore, Mr. Rosner maintains, the VEBA Trust will be heavily
dependent on Reorganized KAC's performance in generating profits.
Similarly, general unsecured creditors will be receiving only KAC
stock, so the value of what they are to receive under the Plan
will be highly dependent on how the market perceives the
likelihood of Reorganized KAC to generate profits over the next
few years.

Mr. Rosner explains that part of the market's valuation of the
new stock will be based on the perceived likelihood that the new
board of directors will be focused on profits, and not on
maintaining other relationships.

The Debtors have emphasized that most of the directors will be
"independent" from Reorganized KAC.  Creditors need to know how
many of the six non-union directors will also be independent of
major interests that are adverse to Reorganized KAC, Mr. Rosner
insists.

Moreover, the Union VEBA Trust is to receive, on the Effective
Date of the Plan, about 57% of the stock of Reorganized KAC.
With the holders of existing equity in the Debtors showing no
further interest in their case, the Remaining Debtors' management
has already shown an unusual willingness to accommodate to USW's
desires, Mr. Rosner states.

Accordingly, the Retirees' Committee asks the Court to direct the
Debtors to reveal, as part of the Disclosure Statement, the
identity of all persons proposed to be directors of Reorganized
KAC, together with all direct or indirect connections of those
persons who will be a holder of more than 20% of the Reorganized
Company's common stock, or a party to any known major contract
with any of the Debtors.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KB TOYS: Bankruptcy Court Confirms Amended Reorganization Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has confirmed KB Toys, Inc.'s First Amended Plan of
Reorganization.  Confirmation of the Plan paves the way for KB
Toys and its subsidiaries to emerge from Chapter 11 in time for
the beginning of the upcoming holiday shopping season.

The Plan provides for PKBT Funding LLC, an affiliate of Prentice
Capital Management, LP, to invest $20 million in the reorganized
KB Toys and provide the Company and its subsidiaries with a
seasonal over-advance credit facility of up to $25 million.
In exchange, PKBT will receive 100% of the preferred stock and,
together with Roger V. Goddu, Gregory R. Staley and certain
members of the KB Toys management team, 90% of the common stock of
the reorganized Company.  The remaining common stock will
be held in a trust for the benefit of the unsecured creditors of
KB Toys and certain of its subsidiaries.

Upon the Company's emergence from Chapter 11, currently expected
to occur on or about Aug. 29, 2005, Gregory R. Staley, former
President of Toys 'R' Us' USA and International divisions, is
expected to become KB Toys' new President and Chief Executive
Officer.

"We plan to create a fun and customer-friendly shopping
experience, full of new products at great prices," Mr. Staley
said.  "KB Toys has a rich history -- we expect the new KB Toys
will be even better."  In addition to Mr. Staley's role, Roger V.
Goddu, formerly Chairman and Chief Executive Officer of Montgomery
Ward, and also a former President of Toys 'R' Us USA, will serve
as a director of, and consultant to, KB Toys.  Both Mr. Goddu and
Mr. Staley are well-known toy industry executives and bring a
wealth of knowledge and experience to KB Toys.

Jonathan Duskin, a managing director of Prentice Capital stated:
"KB Toys has an exciting opportunity and a dedicated group of
employees.  In addition to providing capital, we intend to fortify
the Company with strategic expertise.  Greg Staley is an
experienced toy retailer who will provide the new KB Toys with
great vision and leadership."

"KB is now well positioned to return to success," Michael L.
Glazer, KB Toys' outgoing chief executive officer, said.  "We
appreciate the tremendous effort and loyalty displayed by our
employees, vendors, landlords and business partners as we moved
through the Chapter 11 process."

One of the largest toy retailers in the United States, KB Toys,
Inc. -- http://www.kbtoys.com/-- (which once boasted 1,200
stores) operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, represents the toy retailer.  When the Debtors
filed for protection from its creditors, they listed consolidated
assets of $507 million and consolidated debts of $461 million.


KEYSTONE CONSOLIDATED: Hires Chilton Yambert as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
gave Keystone Consolidated Industries, Inc., and its debtor-
affiliates permission to hire Chilton Yambert, Porter & Young LLP
as special litigation counsel, nunc pro tunc to Feb. 26, 2004.

Chilton Yambert will assist the Debtors in the Peoria and Madison
County, Illinois, litigation matters.

Chilton Yambert's fees are capped at $250,000 to $350,000.  These
Chilton Yambert's professionals bill:

         Professionals            Designation   Hourly Rate
         -------------            -----------   -----------
         Larry J. Chilton         Partner          $175
         Fred Vano                Partner           175
         Joseph Vallort           Associate         135
         Ernest Wagner            Associate         135
         Ron Chilton              Paralegal         100

Jon Yambert, a partner at Chilton Yambert, assured the Court that
Chilton Yambert does not represent or hold any interest adverse to
the Debtors and is "disinterested" within the meaning of Sec.
101(14) of the United States Bankruptcy Code.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22422).  The
case is jointly administered under E.D. Wisc. Case No. 04-22421.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., and David
L. Eaton, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $196,953,000 in total
assets and $365,312,000 in total debts.


KRISPY KREME: Court Extends KremeKo's CCAA Protection to Sept. 2
----------------------------------------------------------------
The Ontario Superior Court of Justice extended KremeKo, Inc.'s
protection under the Companies' Creditors Arrangement Act through
Sept. 2, 2005.  The extension will permit the Company to continue
its discussions and negotiations with its secured lenders
regarding other restructuring alternatives without disruption.

The CCAA stay expired on May 13, 2005, and was subsequently
extended until Aug. 5, 2005, to, among other things, pursue a sale
process for the disposition of all or part of the Company's
assets.  KremeKo, the Canadian franchisee of Krispy Kreme
Doughnuts, Inc., initiated the Court-approved sale process on
June 16, 2005, and received three offers from interested
purchasers.  None of the offers, KremeKo noted, were acceptable to
the Company.

Although the sale process had been undertaken, KremeKo continued
to negotiate with the Bank of Nova Scotia and GE Canada with
respect to the secured lenders' interests in KremeKo's property.
As a result, the Company is in a position to pursue other
restructuring options (including a stand-alone plan or a
negotiated sale) despite the unsuccessful outcome of the sale
process.

                         DIP Loan

On Aug. 2, 2005, KremeKo amended a term sheet with Krispy Kreme
allowing the Company to borrow a maximum of $1.5 million in three
tranches of $500,000 each.  The availability of the tranches under
the Amended Term Sheet is as follows:

   Tranche 1 - Available and committed from the beginning of the
               CCAA proceedings until Aug. 5, 2005, or any later
               date as may be agreed to from time to time between
               Krispy Kreme and KremeKo;

   Tranche 2 - Available and committed from the Tranche 1
               Termination Date to the Maturity Date; and

   Tranche 3 - Available on the same basis as Tranche 2, although
               not as a committed facility but rather at Krispy
               Kreme's sole option.

KremeKo projects negative cash flows for the six-week period
ending Sept. 4, 2005:

                            KREMEKO, INC.
                    Revised Cash Flow Forecast
            For the Six-Week Period Ending Sept. 4, 2005

               Receipts                    $2,215,000
               Disbursements                2,491,000
                                           ----------
               Net Cash Flow                ($277,000)
               Opening Cash Balance           124,000
                                           ----------
               Closing Cash Balance          ($97,000)

The Revised Cash Flow Forecast indicate that KremeKo expects to
have negative cash flow of approximately $300,000 through Sept. 4,
2005, and, consequently, will require additional DIP funds.
Krispy Kreme has confirmed that it will continue to fund KremeKo's
operations through the end of the stay period and committed the
remainder of the second tranche as well as $250,000 of the third
tranche to KremeKo.

Advances under the DIP facility are repayable on the date which is
the earliest of:

    * Sept. 2, 2005;

    * the completion of the sale of all or substantially all of
      KremeKo's assets;

    * the occurrence of an event of default; and

    * other date as Krispy Kreme may agree to.

Prior to the amendment, two events of default had occurred under
the Term Sheet:

   (a) KremeKo reported on June 28, 2005, and in the weeks
       subsequent that the Company's cumulative cash receipts
       varied negatively by more than 10% from the Extended
       Initial Projection; and

   (b) on July 27, 2005, Krispy Kreme advised that none of the
       offers or expressions of interest received by the Company
       as a result of the sale process were satisfactory.

Krispy Kreme waived the previous events of default at the time
that they occurred, and the Amended Term Sheet provides a further
blanket waiver of all events of default occurring on or before
Aug. 1, 2005.  The previous events of default are not defined as
events of default under the Amended Term Sheet.

As of Aug. 3, 2005, KremeKo has drawn $700,000 in DIP advances
which comprised of $500,000 from the first tranche and $200,000
from the second tranche.

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


KRISPY KREME: GE Canada Gets Okay to Repossess KremeKo Collateral
-----------------------------------------------------------------
The Ontario Superior Court of Justice partially lifted an order
that had stayed KremeKo Inc.'s CCAA proceedings to allow GE Canada
to take possession of the collateral pledged by the Company with
respect to the Hillcrest store.

KremeKo and Krispy Kreme are not opposing GE Canada's request
provided the doughnut making equipment, over which Krispy Kreme
asserts a proprietary interest, shall not be sold by GE Canada
without the consent of Krispy Kreme or further order from the
Court.

The net proceeds of the sale realized by GE Canada from the
Hillcrest collateral will continue to be subject to the
Administration Charge and the Borrowing Charge under the Initial
Order.

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


LAND O'LAKES: Completes $315 Million Sale of CF Industries Stake
----------------------------------------------------------------
Land O'Lakes, Inc., completed the sale of their 38-percent equity
interest in CF Industries, a domestic fertilizer manufacturing
company.

The CF Industries board (representing CF's eight cooperative
owners), with a focus on optimizing value for member-owners, came
to the decision to make an initial public offering of stock in the
company after considerable evaluation of strategic alternatives
for the positioning of this business.

The IPO was priced on August 10 at $16.00 per share, at which time
Land O'Lakes was slated to reduce its ownership position from 38%
to approximately 8% in exchange for $252 million in cash.  Since
that time, the underwriters have exercised their option to
purchase Land O'Lakes remaining interest in CF Industries,
increasing the total proceeds to Land O'Lakes to $315 million.

"This sale will further strengthen our balance sheet, position us
for additional debt reduction and simplify our business
portfolio," said Land O'Lakes President and Chief Executive
Officer Jack Gherty.

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative with
annual sales of more than $7 billion.  Land O'Lakes does business
in all fifty states and more than fifty countries.  It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies (feed, seed, crop
nutrients and crop protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter yesterday, Standard &
Poor's Ratings Services placed its 'B' corporate credit and other
ratings on Land O'Lakes Inc. and Land O'Lakes Capital Trust I on
CreditWatch with positive implications.

At June 30, 2005, the Arden Hills, Minnesota-based dairy and
agricultural cooperative had total debt (adjusted for operating
leases and the accounts receivable securitization) outstanding of
$1.1 billion.

The CreditWatch placement follows the completion of CF Industries
Inc.'s IPO, which will result in Land O'Lakes receiving more than
$300 million in proceeds that will likely be used to repay
outstanding debt.  In addition, the company repaid the $118.4
million term loan B during the first six months of fiscal 2005.
Also, operating performance has stabilized and there has been a
related stabilization in credit protection measures.

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service upgraded Land O'Lakes' speculative grade
liquidity rating to SGL-3 from SGL-4 and affirmed the company's B2
senior implied rating with a negative outlook.


LAND O'LAKES: Plans to Pay Ag Services Members $33 Million
----------------------------------------------------------
Land O'Lakes, Inc., plans to make a full year of equity
revolvement payments to its Ag Services members.  The
Company's Board voted to revolve approximately $33 million to such
members in December 2005, based on the Company's improved
liquidity, financial position and performance.  The Company has
not made equity revolvement payments to its Ag Services members
since 2000.  Based on this action, the Company is revising its
full year guidance of cash payments to members in 2005 from
$35 million to $68 million.

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative with
annual sales of more than $7 billion.  Land O'Lakes does business
in all fifty states and more than fifty countries.  It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies (feed, seed, crop
nutrients and crop protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter yesterday, Standard &
Poor's Ratings Services placed its 'B' corporate credit and other
ratings on Land O'Lakes Inc. and Land O'Lakes Capital Trust I on
CreditWatch with positive implications.

At June 30, 2005, the Arden Hills, Minnesota-based dairy and
agricultural cooperative had total debt (adjusted for operating
leases and the accounts receivable securitization) outstanding of
$1.1 billion.

The CreditWatch placement follows the completion of CF Industries
Inc.'s IPO, which will result in Land O'Lakes receiving more than
$300 million in proceeds that will likely be used to repay
outstanding debt.  In addition, the company repaid the $118.4
million term loan B during the first six months of fiscal 2005.
Also, operating performance has stabilized and there has been a
related stabilization in credit protection measures.

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service upgraded Land O'Lakes' speculative grade
liquidity rating to SGL-3 from SGL-4 and affirmed the company's B2
senior implied rating with a negative outlook.


LIBERTY MEDIA: Moody's Lowers $12 Billion Notes' Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded the long-term debt
ratings for Liberty Media Corporation to Ba1 from Baa3, concluding
the review for downgrade initiated on May 13, 2005.

Moody's has downgraded these ratings:

   * $500 million of Senior notes due 2029 to Ba1 from Baa3;

   * $750 million of Senior bonds due 2009 to Ba1 from Baa3;

   * $869 million of Convertible global debentures due 2029 to Ba1
     from Baa3;

   * $1.0 billion of Global notes due 2030 to Ba1 from Baa3;

   * $810 million of Convertible debentures due 2030 to Ba1
     from Baa3;

   * $600 million of Convertible bonds due 2031 to Ba1 from Baa3;

   * $818 million of Convertible senior notes due 2031 to Ba1
     from Baa3;

   * $238 million of Senior notes due 2009 to Ba1 from Baa3;

   * $1.75 billion of Convertible debentures due 2023 to Ba1
     from Baa3;

   * $1.0 billion of Senior Global notes due 2013 to Ba1
     from Baa3;

   * $1.35 billion of Senior notes due 2006 to Ba1 from Baa3;

   * $2.5 billion of Senior Floating rate global notes due 2006
     to Ba1 from Baa3.

Moody's has assigned these ratings:

   * Ba1 Corporate Family Rating
   * SGL-1 Speculative Grade Liquidity Rating

The outlook is negative for all ratings.

The downgrade of Liberty's ratings reflects Moody's concerns
surrounding management's intent to aggressively increase leverage
in pursuit of strategic acquisitions.  Pursuant to this strategy
shift, management revoked their commitment to maintain
approximately 3x adjusted debt coverage by high quality assets,
which had been an important underpinning of the investment grade
rating.  The downgrade further reflects Moody's growing concern
that Liberty's business profile will change, characterized by
changes to its asset mix into less liquid or developing stage
investments and potential diversification into businesses outside
its core media expertise.  Moody's remains concerned about the
effect of Liberty's opaque deferred tax liability and derivatives
disclosures on the cost of its access to capital.

The negative outlook reflects Moody's anticipation that Liberty's
asset mix will shift as the company pursues a strategy of using
debt to acquire higher risk, developing stage companies.  The
negative outlook contemplates the growing potential for increased
structural subordination if the bank facilities at QVC become
fully drawn, or debt is placed at future operating subsidiaries.
Downward pressure could result from a sizeable, highly leveraged
transaction, large shareholder distributions, or deteriorating
performance or value at one of its large holdings.

The rating could stabilize if management evidenced both the
ability and willingness to maintain or improve the asset coverage
that represents the primary source of credit protection levels at
present.  Continued organic growth of existing majority-owned
businesses, sustained and unlimited access to the cash flow of
such businesses, and pursuit of strategic and opportunistic
monetization of less liquid assets in an effort to improve overall
asset quality would also support a stabilized rating.

Liberty Media's Ba1 corporate family rating reflects credit
protection provided by Liberty's diverse and liquid public and
private portfolio, and expected organic growth at some of its
privately held companies.  Liberty currently covers total adjusted
debt of approximately $9.4 billion by approximately 3x with its
high quality assets.  These assets include Liberty's liquid,
readily marketable assets, as well as its private, wholly-owned
cash flowing mature media programming businesses.  Moody's
conservatively includes in adjusted debt 75% of the face value of
the company's hybrid exchangeable securities, or $3.4 billion
(with market value on the balance sheet of $2.3 billion), adds
accreting deferred tax liability of $863 million (tax impact
related to exchangeable interest), as well as lease adjustments in
its adjusted debt computations.  The Ba1 rating is further
supported by Liberty's majority ownership in QVC, which continues
to perform well with free cash flow of approximately $1.3 billion
for the last twelve months ending Q2'05.  However, Moody's notes
that the bank facility at QVC stands structurally senior to the
unsecured creditors of Liberty Media, and that QVC represents
close to one-third the value of the total firm.

Liberty discloses some information on its investments in public
companies, including fair market value by security, however,
information for derivatives and deferred taxes is only disclosed
in the aggregate precluding assessment of the net value of each
position.  Accordingly, investors would benefit if, for each major
investment, (i.e. Motorola, Time Warner, etc.) the company
disclosed, in tabular format, the derivative security used to
hedge the investment, the fair value and intrinsic value of the
associated hedge, and the tax liability associated with it.
Moody's believes such disclosure would reduce investor uncertainty
over firm valuation.  Continued opacity seems likely to inhibit
equity appreciation, increasing the likelihood of further
management efforts to return capital to shareholders, in Moody's
opinion.

The SGL-1 rating reflects Moody's belief that the cash and
marketable securities portfolio provide the strongest support for
Liberty's near term and fixed charge obligations over the next
twelve months.  The company's wholly-owned subsidiaries,
particularly QVC and to a lesser extent Starz Encore, provide
sufficient internally generated free cash flow and cash on hand to
cover working capital and capital expenditures required by those
operating companies.  Liberty's liquid asset portfolio drive the
SGL-1 liquidity rating.

The SGL-1 rating is also supported by Liberty's limited near term
financial obligations.  The company completed its debt reduction
program, alleviating what was once a significant debt maturity
spike in 2006 with a $1.0 billion tender offer in early 2005.
Extension of remaining 2006 maturities are available under QVC's
new bank facility.  The remaining approximate $9 billion of debt
matures through 2031.  Despite the uncertainty surrounding the
company's new strategy and the lack of guidance from management as
to the timing of a strategic event, Moody's considers the
approximate $1.5 billion cash balance and approximate $1.3 billion
of recurring QVC cash flow as ample over the next 12 months.

Liberty Media Corporation (NYSE: L, LMC.B) is a holding company
owning interests in a broad range of:

   * electronic retailing,
   * media, communication, and
   * entertainment businesses.


MASSACHUSETTS PORT: S&P Lowers Revenue Bonds' Rating to B
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Massachusetts Port Authority's outstanding special
facility revenue bonds (Delta Air Lines Inc. project) five
notches, to 'B' from 'BBB-', based on the diminishing credit
quality of Delta (CC/Watch Neg/--).  The SPUR remains on
CreditWatch with negative implications, where it had been placed
July 28.

"There is a near-term risk that Delta, the lone tenant of
Massport's new 25-gate Terminal A facility at Logan Airport, will
seek Chapter 11 bankruptcy protection, placing increasing
uncertainty on the airline's operational and business decisions
supporting service at Logan," said Standard & Poor's credit
analyst Laura A. Macdonald.  "Also significantly increasing
Delta's risk profile are the current uncertainties regarding its
special facility leases and how the possible bankruptcy would
affect its obligations at Terminal A."

The solid underpinnings of the Logan air service market, with its
large origin and destination base and high passenger revenue
generation, are positive factors, and, combined with the airport's
gate capacity constraints, lower the likelihood of Delta
immediately discontinuing services in Boston.  Massport has
historically been successful in replacing carriers that have
withdrawn from its market, normally in a one- to three-year
period.

However, in the event that Delta exits the Boston market, the
ability of other carriers to timely absorb Delta's services is
questionable, and would likely exhaust the debt service reserve
fund.  While Delta remains current on its special facility bonds
payments and other required rental payments to Massport, its
current financial condition creates increasing uncertainty
regarding its long-term ability to serve the Boston market, and is
inconsistent with an investment-grade rating.

Standard & Poor's would not change its rating on the special
facility revenue bonds in the event Delta declared bankruptcy.
However, if Delta indicated that the lease would be rejected, the
rating would likely be lowered to the 'CCC' category.  If Delta's
rating was to significantly improve, or there was a successful re-
leasing of the facility to other carriers at rates that would be
sufficient to cover debt service on the terminal, the rating
could be raised.


MCI INC: Directors Invest 25% of Their Fees in Company Stock
------------------------------------------------------------
Members of MCI, Inc.'s (NASDAQ: MCIP) Board of Directors will
again invest 25 percent of their directors' fees in MCI Common
Stock.

Under a process disclosed on Aug. 12, 2004, MCI has withheld 25
percent of all directors' fees earned in the current quarter for
investment in MCI Common Stock.  With the opening of the window
period to engage in transactions involving MCI stock, these funds
will be transferred to a broker, who purchases the shares on
behalf of each director.  Shares are held in individual accounts
in each director's name.

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.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2005, Fitch
Ratings has maintained the Rating Watch Negative status of Verizon
Global Funding's outstanding long-term debt securities, which are
rated 'A+', and has maintained the senior unsecured debt rating of
MCI, Inc., which is rated 'B', on Rating Watch Positive.  The
securities of both companies were placed on Rating Watch on Feb.
14, 2005, following the announcement that Verizon Communications,
Inc., planned to acquire MCI.  Verizon and MCI have entered into
an amended agreement and plan of merger dated May 1, 2005,
following a protracted bidding process in which Qwest
Communications International, Inc., also pursued MCI.

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


METRICOM INC: Has Until December 30 to Object to Claims
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, gave Reorganized Metrico, Inc., and its debtor-
affiliates until Dec. 30, 2005, to object to claims filed against
their bankruptcy estates.

The Reorganized Debtors, having resolved substantially all of the
disputed claims and other adversary proceedings, asked for this
extension out of an abundance of caution.

Metricom, Inc. is a high-speed wireless data Company.  With its
high-speed Ricochet mobile access, Metricom is making "information
anytime" possible-at home, at the office, on the road, and on many
devices.  The company filed for chapter 11 protection July 1, 2001
(Bankr. N.D. Calif. Case No. 01-53291).  Joshua M. Fried, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC, represents
the Debtor.  When the Company filed for protection from its
creditors, it listed $1,047,859,000 in assets and $967,561,000 in
debts.  The Debtor's chapter 11 Plan became effective on Sept. 14,
2002.


MIDWAY AILINES: Ch. 7 Trustee Says $140MM In Claims Won't Get Paid
------------------------------------------------------------------
Joseph N. Callaway, the chapter 7 Trustee overseeing the
liquidation proceeding of Midway Airlines Corp., and its debtor-
affiliate, Midway Airlines Parts, LLC, says that a majority of the
$140 million in creditors' claims asserted against the Debtors'
estates might never be paid.

The U.S. Bankruptcy Court for the Eastern District of North
Carolina converted the Debtors' chapter 11 case to a chapter 7
liquidation proceeding on Oct. 30, 2003, after a failed attempt at
a chapter 11 reorganization.

Mr. Callaway says that the Debtors' remaining assets have been
sold for $13 million, but that amount won't be enough to pay the
remaining creditors' claims, amounting to approximately $140
million.

In an interim report submitted to the Court on July 25, 2005,
Mr. Callaway reports that proceeds from asset sales, funds on hand
and fees recovered raised approximately $20,590,000.

But he says that more than $25 million in administrative claims
and more than 1,000 other creditors with estimated claims of
$115 million are still unpaid.

Mr. Callaway disclosed that the Debtors' bankruptcy case may not
be settled until July 2006, and unless other sources of funding
are obtained, all remaining administrative claims and other
creditors' claims will never be paid.

Headquartered in Morrisville, North Carolina, Midway Airlines
Corp., is in the commercial passenger airline business and also
provides cargo and charter transportation on a limited bases.  The
Company and its debtor-affiliate, Midway Airlines Parts, LLC,
filed for chapter 11 protection on Aug. 13, 2001 (Bankr. E.D.N.C.
Case No. 01-02319-5-ATS).  The Court converted the case to a
Chapter 7 liquidation proceeding on Oct. 30, 2003.  Gerald A.
Jeutter, Jr., Esq., at Kilpatrick Stockton LLP, represents the
Debtors.  Joseph N. Callaway is the chapter 7 Trustee for the
Debtors' estates.  A. Scott McKellar, Esq., at Battle, Winslow,
Scott & Wiley, PA and Benjamin A. Kahn, Esq., at Nexsen, Pruet,
Adams, Kleemeier, represents the chapter 7 Trustee.  When the
Debtors filed for chapter 11 protection, they listed total assets
of $318,291,000 and total debts of $231,952,000.


MIRANT CORP: Wants Deutsche Bank to Produce Assignment Agreements
-----------------------------------------------------------------
Deutsche Bank Securities, Inc., filed a formal objection to Mirant
Corporation and its debtor-affiliates' Disclosure Statement,
claiming that it is the transferee of claims previously belonging
to El Paso North America's affiliates.  The claims allegedly arose
out of the Debtors' purchase of certain power generating
facilities.

DBSI also alleged, among other things, that the Debtors have:

    (i) inadequately disclosed the prejudice to Mirant Americas,
        Inc.'s creditors and creditors holding guarantees from
        Mirant Corp. under the Debtors' proposed substantive
        consolidation; and

   (ii) failed to disclose any "substantial identity" of the
        Debtor entities.

DBSI also contended that "creditors that dealt with MAI
specifically knew that MAI was structurally senior to Mirant
Corp., and that MAI's primary asset was the equity interest in
[Mirant Americas Generation, LLC] and its operating
subsidiaries."

On May 6, 2005, the Debtors asked DBSI to produce all documents
relating to its purchase of claims, including, but not limited
to, claims purchased from or transferred by Shady Hills Holding
Company, L.L.C., Mesquite Investors, LLC, or their affiliates
under assignment agreements, dated as of March 5, 2004.

DBSI has argued that the information requested by the Debtors is
commercially sensitive and irrelevant.  DBSI also contended that
the request for information is "egregious in light of the
executed confidentiality agreement governing the disclosure of
information produced by DBSI and the Debtors' representation that
they would accept an elevated level of confidentiality for the
documents withheld by DBSI."

To address DBSI's concern, the parties executed a confidentiality
agreement to govern the discovery provided by DBSI.  DBSI
represented that it would "produce non-privileged documents
within its possession, custody, and control, if any, that are
responsive to [the Disputed Request]."

Michelle C. Campbell, Esq., at White & Case LLP tells the Court
that DBSI has so far refused to produce the DBSI Claim Documents.

Accordingly, the Debtors ask the Court to compel DBSI to produce
complete, unredacted copies of its Assignment Agreements with
Shady Hills or Mesquite, including other related documents.

Ms. Campbell asserts that the information requested by the
Debtors is within the scope of discovery permitted by Rules 26
and 34 of the Federal Rules of Civil Procedure.  The requested
documents are relevant to establish:

    1. the terms of the assignment of El Paso North America's
       claims to DBSI;

    2. the credit relied upon by DBSI when it purchased the
       claims.

Ms. Campbell explains that DBSI cannot seek broad-based discovery
from the Debtors while, at the same time, refusing to produce
basic documents relating to its standing to assert a claim and
the credit that it relied on.

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)


MIRANT CORP: Wants Scope of Hiscock's Services Expanded
-------------------------------------------------------
Mirant Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Northern District of Texas' permission to
expand the scope of Hiscock & Barclay LLP's duties to include
assisting them in certain environmental and regulatory work in the
State of New York.

On April 26, 2004, the Court authorized the employment of Hiscock
& Barclay as special counsel for the Debtors as of March 3, 2004,
to provide legal services, including providing advice with respect
to real property tax issues involving some of the Debtors'
generating plants.

Specifically, the Debtors want Hiscock & Barclay to represent
them in an enforcement action by the New York State Department of
Environmental Conservation relating to:

    (1) the cleanup of a petroleum spill at the Hillburn facility;

    (2) all outstanding issues involving the Lovett Coal Ash
        Management facility in Stony Point, New York;

    (3) any issues associated with the Swinging Bridge dam
        collapse; and

    (4) any additional environmental or regulatory work, including
        any associated litigation, in New York for which the
        Debtors may require legal counsel.

The Debtors will pay and reimburse Hiscock & Barclay for any fees
and expenses incurred in providing the Additional Services.

Lawrence A. Zimmerman, Esq., a partner at Hiscock & Barclay,
reassures the Court that the firm continues to:

     -- represent no interest adverse to the Debtors or their
        estates; and

     -- be a "disinterested person" under Section 101(14) of the
        Bankruptcy Code.

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)


MPOWER HOLDING: Can Object to Proofs of Claim Until Oct. 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Oct. 20, 2005, the deadline by which MPower Holding
Corporation and its debtor-affiliates can object to proofs of
claim filed against their estates.  The Debtors' First Amended
Joint Plan of Reorganization became effective on June 30, 2002.

The Debtors gave the Court three reasons why the extension is
warranted:

   a) although they have filed four omnibus objections to claims
      along with other individual objections, the Debtors are
      still continuing to evaluate all remaining claims to
      determine if filing objections are necessary for those
      claims;

   b) negotiations for the consensual resolution or withdrawal of
      a number of additional claims are still ongoing, including
      the claims filed by One Source Teleservices; and

   c) the requested extension will give the Debtors more
      opportunity to evaluate all remaining claims, prepare and
      file any additional objections to claims if necessary and
      consensually resolve disputed claims.

Headquartered in Pittsford, New York, Mpower Holding Corporation
-- http://www.mpowercom.com/-- is the parent company of
Mpower Communications Corp., a leading facilities-based broadband
communications provider offering a full range of data, telephony,
Internet access and Web hosting services for small and medium-size
business customers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2002 (Bankr. D. Del. Case
No. 02-11046).  Pauline K. Morgan, Esq., and M. Blake Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP represents the
Debtors.  When the Company filed for protection from its
creditors, it listed total assets of $490,000,000 and total debts
of $627,000,000.


NBS TECHNOLOGIES: Balance Sheet Upside-Down by CDN$4.3M at June 30
------------------------------------------------------------------
NBS Technologies Inc. (TSX:NBS) reported its unaudited financial
results for the third quarter ended June 30, 2005.

For the third quarter ended June 30, 2005, revenue totaled
$17 million, an increase over the prior year of 32%, reflecting
the incremental revenue from the acquisitions of UbiQ Inc. and
Cybernetix Microelectronique S.A.S. Revenue for the nine months
ended June 30, 2005 totaled $51.2 million, a 26% improvement over
the revenues recognized in the first nine months of 2004 when
excluding revenue associated with a major contract.  The Company's
Smart Solutions business unit generated $41.1 million in revenue,
representing 80% of the Company's total revenue base.

The Company recorded a net loss of $5.1 million compared with a
net loss of $1.8 million, in the third quarter of fiscal 2004.
This quarter's loss includes $1.9 million of expenses related to
the Company's ongoing restructuring program, an inventory write
down of $0.9 million due to product line restructuring, as well as
a $1 million charge for amortization and interest related to its
recent acquisitions.  During the nine months ended June 30, 2005,
the Company recorded a loss of $12.2 million compared with a loss
of $0.4 million in the same period last year. In the prior year,
strong results were partly a result of the successful completion
of a major contract in the second quarter of that year.

"We have made good progress in the nine months of fiscal 2005 in
integrating the acquired businesses, completing corporate
restructuring initiatives, and solidifying our foundation for
growth in the card issuance and acquiring marketplaces.  Key
activities include a continued program of operating expense
reductions in all business functions including the elimination of
several management positions", stated David W. Nyland, President &
CEO of NBS Technologies Inc. "Although we are focused on
restructuring for profitability, we are nevertheless very focused
on servicing our existing customers and dealers globally and
continuing to invest in product development and customer services
to provide a basis for long-term performance, competitive
positioning and growth.  Our product development investments are
focused on ensuring that our semiconductor, smart card
manufacturing, micromodule testing, card printer, embossing,
terminal and gateway product families meet the current and future
needs of our major accounts and customers globally in our target
Financial/EMV, Government/ID, GSM and Semiconductor markets.  Our
customer service investments are targeted at modernizing our
customer relationship management and call center capabilities to
enable more responsive 24x7 multi-lingual operations in support of
the Company's substantial business operations in North America,
Latin America, Europe, Middle East and Africa, and Asia Pacific",
continued Mr. Nyland.

                    Current Developments and
             Third Quarter 2005 Operating Highlights

Continued Corporate Re-Structuring & Key Acquisition Integrations

After the successful purchase of UbiQ Inc. in the fourth quarter
of fiscal 2004 and Cybernetix Microelectronique S.A.S. in the
first quarter of fiscal 2005, the Company has continued to
integrate organizations, infrastructure and processes to achieve
synergies and efficiencies.  Year to date, the Company has
eliminated over 100 employee positions associated with synergies
achieved from its recent acquisitions and re-structuring of
operations with declining sales of legacy product lines.  The
Company's re-structuring activities are primarily focused on
achieving gross margin and operating expense improvements in
subsequent quarters whilst continuing to invest in product
development and sales and marketing to ensure a strong sustainable
long-term competitive advantage, growth and sustainable financial
performance.  The Company's primary goal is a return to overall
consolidated profitability in fiscal 2006.

Smart Solutions

The Company was successful in achieving qualification of its
Horizon product by a major global financial card manufacturer,
which resulted in an order to deliver seven production Horizons to
bolster the production capacity of one of its North American
personalization centers.  Each Horizon machine provides embossing
of financial cards at speeds in excess of 1500 cards per hour per
machine validating the market-leading cost-per-card benefits of
recent hardware and software improvements to the core Horizon
product platform.  All seven machines were successfully qualified,
shipped and accepted within the quarter and are now in production
operations.  This contract award and reference solution positions
the Company for additional future business with this customer and
other large volume card manufacturers globally.

Strong Performance in Existing Smart
Card Manufacturing Customer Base

During the quarter, two solutions for the quality control of both
encapsulation and contact sides of micro-modules on film were sold
to a major smart card manufacturer in France taking this
customer's install base to 10 production lines.  In addition, a
test handler solution was sold in China to a major Chinese micro-
modules manufacturer taking this customer's install base to three
production lines.  Again in China, a high-capacity personalization
machine dedicated to GSM personalization was sold to a major
China-based international card manufacturer taking this customer's
installed base to three production lines, all three lines now
incorporating the Company's latest vision control systems.  These
installations demonstrate strong continued demand for smart card
manufacturing and personalization equipment with existing major
card manufacturing and personalization customers in Europe and
Asia.

Continued Progress with Globalization of Wafer Packaging &
Handling Business

During the third quarter, the Company was successful in delivering
and qualifying its first 300mm wafer packaging and handling system
in Singapore and continued its 200mm system deliveries in China to
a large North American card manufacturer with operations in this
region.  These reference sites in Asia, after strong initial
success in Europe and US, now establish NBS as the global market
leader in this equipment category and provide a strong foundation
for further sales and marketing investment by NBS in future
quarters.

Major Release of EMV Software Suite Development Kits

During the quarter the Company completed a project to launch
several new PersoMaster development kits that are aimed at
assisting customers to more rapidly, autonomously and cost-
effectively deploy EMV and value-added applications.  These kits
included a Contactless Development Kit which provides the ability
to build contactless smart card personalization applications for
the Horizon product line, a Cross-Platform Development Kit that
enables customers to develop personalization applications for both
NBS equipment and other brands of personalization equipment, and
an Accelerator Development Kit that allow customers to create
their own customized scripts.  This Accelerator Development Kit
leverages the power of our robust data preparation, key management
and personalization products including support for GlobalPlatform,
MULTOS and Native card operating systems.  In addition, the tools
simplify the ability to incorporate advanced functions like EMV-
CPS, EMV specific cryptographic functions, EMV certificate support
for Visa, MasterCard and JCB.  Finally, the Company joined the
MAOSCO Consortium in support of the MULTOS operating environment,
which is widely recognized as one of the most secure and flexible
smart card environments.  As a member of the MAOSCO Consortium,
NBS gains access to and will participate in new leading edge
developments in the MULTOS environment.  Since joining the
consortium, NBS has already completed development to support
MULTOS Step/One cards, which is the entry-level MULTOS platform
for financial institutions migrating to EMV.

Continued Secure ID Successes in Card Printer Business

The Company achieved the filing of a new patent for its IMX2
thermal printer which combines encoding and flipping
functionality.  During the third quarter, Javelin unit sales for
the first three quarters are running more than 30% higher than the
same period in the prior year with a primary growth factor being
the success in supplying Javelin printers into Secure ID projects
including a large-scale driver's licence program in a number of
states in India.

                             Outlook

"I remain confident that NBS is on the path to achieve increased
market share and profitability by integrating and re-structuring
our operations, creating innovative solutions for major accounts
in focused market segments, and revitalizing our distribution
network.  This effort, combined with our dedication and commitment
to a program of sustained R&D and customer service, will allow us
to realize our goal of achieving long-term growth and shareholder
value.  I am particularly excited about our recent momentum and
success in international smart card and semiconductor markets",
concluded David Nyland.

NBS Technologies (TSX: NBS) -- http://www.nbstech.com/-- is a
leading provider of smart card manufacturing and personalization
equipment, secure identity solutions, and point of sale
transaction services for financial institutions, governments, and
corporations worldwide.  NBS Technologies is a global company with
locations in Canada, China, France, U.S. and the UK, along with a
worldwide dealer network.

As of June 30, 2005, NBS Technologies' balance sheet reflected a
CDN$4,282,000, equity deficit compared to a $7,590,000, positive
equity at Sept. 30, 2004.


NORTHWEST AIRLINES: Continues Operations Amid Mechanics' Strike
---------------------------------------------------------------
Northwest Airlines (NASDAQ: NWAC) said it continues to operate its
normal schedule despite the failure to reach a consensual
agreement with the 4,400-member Aircraft Mechanics Fraternal
Association.

O. V. Delle-Femine, AMFA national director, authorized a
nationwide strike against Northwest Airlines which commenced at
12:01 a.m. on Saturday, Aug. 20, 2005.  The decision came after
the carrier's last-best-and-final offer, presented on Thursday
afternoon in last-ditch negotiations, contained even harsher terms
than Northwest's prior offer.

"The eight-month negotiating period has been an arrogant farce
with a predetermined ending," said Mr. Delle-Femine.  "The fact
that Northwest began making strike preparations 18 months ago, a
full year before our negotiation process started, proves that the
talks were a farce.  This regressive final offer simply confirms
that Northwest's plan all along has been to force a strike and
enter bankruptcy, in the hope that a judge would impose the
economically devastating terms Northwest knew it couldn't get
through the normal give-and-take of negotiations.  Their goal is
to bust our union and all their other unions, one at a time."

"Northwest wanted a strike, and now they have one," Delle-Femine
added.  "We apologize in advance to the flying public for the
inconvenience and disruption the strike will cause.  This will be
difficult for our members and their families too, but Northwest
left us no choice."

Before the regressive final offer, Northwest had clung to its
initial demand that would have required a majority of AMFA members
to approve a contract in which 53% of them would lose their jobs.
Northwest had also demanded pay cuts for remaining employees of
25-26 percent, with no job security for the positions.  Northwest
dismissed AMFA's recent proposal that would have saved the airline
the $176 million annually it said it was seeking, while preserving
more jobs.

Regarding the impact of a strike, Mr. Delle-Femine said, "To keep
ticket sales moving, Northwest has painted an improbable picture
in which nothing goes wrong during a strike; but in its August 9
financial report to regulators, the company stated 'there can be
no assurances it will be able to continue operating a full
schedule in the event of a strike'.

"We expect flight schedules to be disrupted with delays and
cancellations, because 4,500 AMFA technicians who average 20 years
of live experience on Northwest's fleet are being replaced by
1,500 people who in many cases have little or no live experience
on the type of aircraft Northwest flies and are relying on a few
months of hurried classroom training and hands-on practice on non-
live aircraft.  With this woefully inadequate training, the
replacement workers are expected to know how to work on live DC-
9's, A-319's, A-320's, A-330's, DC-10's, B-757's, B-747's and the
B-747 freighters."

"Northwest has one of the airline industry's oldest fleets,
including DC-9s and DC-10s from as long ago as the 1960s," Delle-
Femine added.  "Our mechanics grew up with these vintage planes
and know all of their idiosyncrasies and how to keep them flying
reliably," he said.

"In addition, we expect substantial support to build from members
of other unions who realize that Northwest is coming after them
next," Delle-Femine said.  UPS pilots announced earlier this week
that they will not fly any Northwest cargo during an AMFA strike,
and AMFA leaders at all airlines represented by the union
unanimously passed a resolution to implement whatever form of
action necessary to support Northwest Airlines members in the
event of a strike.

He said part of Northwest's grand plan for bankruptcy includes
eliminating current pension plans for all Northwest employees with
no penalty, dumping the plans on the Pension Benefit Guarantee
Corporation and potentially forcing taxpayers to pick up the tab.
"Naturally, this will not include the pension plans of upper
management, which will remain protected."

                     Northwest Statement

"During the past 18 months, Northwest developed a comprehensive
contingency plan that includes expanded vendor relationships to
ensure that the airline continues to operate normally," Doug
Steenland, Northwest's president and chief executive officer,
said.  "Northwest has experienced, licensed and trained mechanics
in place to service all NWA aircraft.  The airline remains in full
compliance with all Federal Aviation Administration regulations."

"The Northwest final offer was fair to our employees while
recognizing the need for equitable labor costs savings from all
labor groups so that Northwest could restructure successfully,"
Mr. Steenland continued.

The carrier said it can field 1,900 temporary workers to replace
the strikers, Susan Carey & Kris Maher of The Wall Street Journal
reports.  The contracted mechanics are being paid $26.53 an hour,
a little less than Northwest's final offer of $27.28 an hour to
AMFA.

                     Bankruptcy Warning

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

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

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

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

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

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

AMFA's craft union represents aircraft maintenance technicians and
related support personnel at Alaska Airlines, ATA, Horizon Air,
Independence Airlines, Mesaba Airlines, Northwest Airlines,
Southwest Airlines and United Airlines.  AMFA's credo is "Safety
in the air begins with quality maintenance on the ground." AMFA is
available on the World Wide Web at http://www.amfanatl.org/

Aircraft Mechanics Fraternal Association --
http://www.amfanatl.org/-- represents more aircraft technicians
than any other union.  AMFA's craft union represents aircraft
maintenance technicians and related support personnel at Alaska
Airlines, ATA, Horizon Air, Independence Airlines, Mesaba
Airlines, Northwest Airlines, Southwest Airlines and United
Airlines.  AMFA's credo is "Safety in the air begins with quality
maintenance on the ground."

Northwest Airlines Corp. is the world's fifth largest airline
with hubs in Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,600 daily departures.  Northwest
is a member of SkyTeam, an airline alliance that offers customers
one of the world's most extensive global networks.  Northwest and
its travel partners serve more than 900 cities in excess of 160
countries on six continents.

At June 30, 2005, Northwest Airlines' balance sheet showed a
$3,752,000,000 stockholders' deficit, compared to a
$3,087,000,000 deficit at Dec. 31, 2004.


OVERNITE TRANSPORTATION: Moody's Withdraws Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Overnite
Transportation Co.  The withdrawal follows the closing of the sale
of the company to United Parcel Service, Inc. on August 5, 2005.

Overnite's outstandings under its Amended and Restated Revolving
Credit Agreement have been repaid and the facility has been
cancelled.

These ratings have been withdrawn

   * Overnite Transportation Co Ba1 Corporate Family Rating; and
   * Gtd Senior Secured Revolving Credit Facility rating.

Overnite based in Richmond, Virginia, operates a nation-wide less
than truckload trucking company.


PACIFIC MAGTRON: Micro Technology Objects to Disclosure Statement
-----------------------------------------------------------------
Micro Technology Concepts, Inc., raises several objections to the
Disclosure Statement explaining the Joint Liquidating Plan of
Reorganization filed by Pacific Magtron International Corp. and
its debtor-affiliates.  Micro Technology is a secured creditor
holding approximately $679,846, in pre-petition claims and
$209,710, in secured post-petition debts against Pacific Magtron.

Adam P. Bowler, Esq., and Stuart I. Koenig, Esq., tells the U.S.
Bankruptcy Court for the District of Nevada that Micro Technology
objects to the Disclosure Statement because it fails to provide
adequate information as required by section 1125(a) of the
Bankruptcy Code.  Messrs. Bowler and Koenig also say that the
Debtors' plan cannot be confirmed in its present form.

            Disclosure Lacks Adequate Information

Micro Technology claims that the Disclosure Statement explaining
the Debtors' Plan lacks vital information concerning intercompany
debts and transfers that occurred between Pacific Magtron
International Corp., Pacific Magtron, Inc., and Pacific Magtron
(GA), Inc., prior to the petition date.

Micro Technology says two of its transactions with the Debtors
need to be explained in the Disclosure Statement:

    a) over $4.1 million in payments made by PMI either directly
       to or on behalf of PMIC that have not been repaid.  Micro
       Technology says that these intercompany account are loans
       extended by PMI to PMIC when PMIC went public.  Micro
       Technology believes, based on its own investigation, that
       PMIC did not have the financial resources required to
       complete the process of going public and relied on PMI to
       fund this effort.

    b) over $1.7 million in product shipments made by PMI to
       PM(GA) that have not been repaid.

Micro Technology says that the payments made by PMI to PMIC and
PM(GA) make it a creditor of these affiliates.  Micro Technology
adds that this creditor relationship will impact the distributions
available for PMI's creditors.

Other significant items that Micro Technology says the Debtors
failed to incorporate in the Disclosure statement are:

     a) an explanation of the possible impact that the litigation
        between Advanced Communications Technologies, Inc., and
        the former principals of PMIC could have on the Plan;

     b) supporting figures for the alleged value of the Debtor's
        assets;

     c) details of the loan, to be provided by Advanced
        Communications, which will be used to launch a breach of
        contract lawsuit against Micro Technology;

     d) estimates of recoveries from avoidance actions and how
        these actions will be funded.

     e) the fair market value of the public shell of PMIC that
        Micro Technology says has significant value.

Micro Technology intends to provide further proof of its claims
prior to the hearing on the Disclosure Statement.

                    Plan Not Confirmable

Micro Technology also says that the Debtors' Plan cannot be
confirmed because:

    a) the classification of unsecured claims unfairly
       discriminates against Micro Technology;

    b) the Plan allows PMIC's shareholders to retain their 100%
       interest without contributing one dollar of new value.

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--  
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PEGASUS SATELLITE: Court Allows FTI Consulting's Final Fees
-----------------------------------------------------------
FTI Consulting, Inc., as financial advisors to Pegasus Satellite
Communications, Inc. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Maine to allow the payment of
$768,212 in fees and $28,673 in expenses from June 2, 2004,
through May 5, 2005.

A $150,000 retainer has been paid to FTI.  Randall S. Eisenberg,
senior managing director at FTI, says any portion of the retainer
not used to compensate FTI for the prepetition services and
expenses will be applied to FTI's final approved fees and
expenses.

FTI has incurred 1,918 hours of service to the Debtors:

    Task Description                Hours       Fees
    ----------------                -----       -----
    Case Administration              53.4      $24,575
    Fee Application                 116.6       41,388
    Statements and Schedules        499.2      222,400
    1st Day Order Support            92.5       42,340
    Cash Flow/Management                -            -
    Contract Analysis               276.6      113,909
    Work Plan Support                 4.8        1,992
    Claims Analysis/Support         586.5      189,677
    Plan of Reorganization          170.3       77,910
    Accounting Systems               82.1       36,955
    Analysis Assistance              21.0        9,670
    Meetings & Correspondence         9.3        4,197
    Court & Trial Preparations        5.4        3,200

                          *     *     *

The Court allows, on a final basis, FTI's fees aggregating
$768,212 and expenses for $28,673 incurred from June 2, 2004,
through May 5, 2005.

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: Miller Buckfire Gets $7.3-Mil. for Compensation
------------------------------------------------------------------
Miller Buckfire is allowed $7,325,000 as compensation for services
rendered and $37,918 as reimbursement of expenses incurred from
June 2, 2004, through and including the Effective Date of the
Pegasus Satellite Communications, Inc. and its debtor-affiliates'
Plan.  The U.S. Bankruptcy Court for the District of Maine directs
the Reorganized Debtor and the Liquidating Trustee to pay all
unpaid amounts, aggregating $787,918, without further delay.

*    *    *

As previously reported in the Troubled Company Reporter on July
11, 2005, Miller Buckfire asked the Court to:

    -- grant final allowance of $7,325,000 as compensation for
       services rendered and reimbursement of $48,429 in
       expenses; and

    -- direct the Liquidating Trust to pay to Miller Buckfire
       $787,918, which represents 100% of the Sale Transaction Fee
       and expenses incurred during from June 2, 2004, to May 5,
       2005, less amounts paid by the Debtors to Miller Buckfire
       upon closing and consummation of the DBS Sale and
       applicable credits.

The Debtors employed Miller Buckfire & Co., LLC, on June 2, 2004,
as their investment banker and financial advisor.

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)


POLAROID CORP.: Administrator's File Final Report Due by Nov. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court District of Delaware gave Wind Down
Associates LLC, the Plan Administrator appointed under the
confirmed Third Amended Joint Plan of Reorganization of Primary
PDC, Inc. (f/k/a Polaroid Corporation) and its debtor affiliates,
a further extension, until Nov. 15, 2005, to file a Final Report
and Accounting pursuant to Rule 5009-1(c) of the Local Rules of
Bankruptcy Practice and Procedure.

The Court also further delayed until Dec. 15, 2005, the entry of a
final decree closing the Debtors' chapter 11 cases pursuant to
Rule 5009 of the Bankruptcy Court.

The Court confirmed the Debtors and the Official Committee of
Unsecured Creditors' Joint Plan on Nov. 18, 2003, and the Plan
took effect on Dec. 17, 2003.

Wind Down gave the Court three reasons in support of the
extension:

    a) the extension is needed so it can complete the claims
       reconciliation process and the jurisdiction of the Court is
       necessary while the claims administration process if
       ongoing;

    b) the further delay of the entry of a final decree will help
       ensure that distributions under the Plan are made only to
       actual creditors and in appropriate amounts; and

    c) a Final Report and Accounting will not be accurate until
       the claims administration process and the distribution to
       unsecured creditors are brought to a conclusion.

Headquartered in Cambridge, Massachusetts, Primary PDC, Inc.,
(f/k/a Polaroid Corporation), -- http://www.primarypdc.com-- is
responsible for settling claims and for administering business
matters related to the former Polaroid Corporation.  Substantially
all of the assets of Polaroid Corporation were sold to OEP Imaging
Operating Corporation on July 31, 2002.  The Company and its
debtor-affiliates filed for chapter 11 protection on Oct. 12, 2001
(Bankr. D. Del. Case No. 01-10864).  The Court confirmed the
Debtors' chapter 11 Plan on Nov. 18, 2003, and the Plan took
effect on Dec. 17, 2003.  Wind Down Associates LLC is the Plan
Administrator under the confirmed Plan.  Joseph A. Malfitano,
Esq., at Young, Conaway, Stargatt & Taylor and Phil Dublin, Esq.,
at Akin, Gump, Strauss, Hauer & Feld, L.L.P., represents the Plan
Administrator.


POLAROID CORP.: Deadline for Objecting to Claims is Now Sept. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Wind
Down Associates LLC, the Plan Administrator appointed under the
confirmed Third Amended Joint Plan of Reorganization of Primary
PDC, Inc., (f/k/a Polaroid Corporation) and its debtor affiliates,
a further extension, through and including Sept. 15, 2005, to
object to Disputed Claims filed against the Debtors' estates.

Pursuant to the confirmed Plan, Wind Down was appointed as the
Plan Administrator and is responsible for the claims
administration process with respect to the allowance and payment
of unsecured, administrative and priority claims and the winding
down of the Debtors' estates.

Wind Down gave the Court two reasons in support of the extension:

   a) because more than 9,000 proofs of claim were filed against
      the Debtors' estates, the extension will ensure that all
      claims not yet objected to will be the subject of an
      objection if appropriate; and

   b) it is continuing to negotiate and consensually resolve
      various Disputed Claims and is wishes to avoid filing more
      objections to unresolved claims if the negotiations for
      those Disputed Claims become successful;

Headquartered in Cambridge, Massachusetts, Primary PDC, Inc.,
(f/k/a Polaroid Corporation), -- http://www.primarypdc.com-- is
responsible for settling claims and for administering business
matters related to the former Polaroid Corporation.  Substantially
all of the assets of Polaroid Corporation were sold to OEP Imaging
Operating Corporation on July 31, 2002.  The Company and its
debtor-affiliates filed for chapter 11 protection on Oct. 12, 2001
(Bankr. D. Del. Case No. 01-10864).  The Court confirmed the
Debtors' chapter 11 Plan on Nov. 18, 2003, and the Plan took
effect on Dec. 17, 2003.  Wind Down Associates LLC is the Plan
Administrator under the confirmed Plan.  Joseph A. Malfitano,
Esq., at Young, Conaway, Stargatt & Taylor and Phil Dublin, Esq.,
at Akin, Gump, Strauss, Hauer & Feld, L.L.P., represents the Plan
Administrator.



PONDEROSA PINE: Civil Action Removal Period Extended Until Oct. 5
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until Oct. 5, 2005, Ponderosa Pine Energy, LLC, and its debtor-
affiliates' period to file notices of removal with respect to pre-
petition civil actions pursuant to 28 U.S.C. Section 1452 and
Rules 9006 and 9007 of the Federal Rules of Bankruptcy Procedures.

The Debtors will use the extension to properly review complex
legal and factual issues and the effect of contingent liabilities
on their ability to successfully rehabilitate and restructure
their businesses.

In addition, the Debtors say the extension will afford them the
opportunity to make informed decisions concerning the removal of
civil actions pending in several federal and civil courts.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  The case is jointly administered under
(Bankr. D. N.J. Case No. 05-21444).  Mary E. Seymour, Esq., and
Sharon L. Levine, Esq., at Lowenstein Sandler PC represent the
Debtor in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of more than $100 million.


PRECISION SPECIALTY: Admin. Claims Must Be Filed by Sept. 26
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
September 26, 2005, as the deadline for all creditors owed money
on account of administrative claims arising on or before
February 6, 2003, against Precision Specialty Metals, Inc., to
file proofs of claim.

Administrative claimants must file written proofs of claim on or
before the September 26 Administrative Claims Bar Date and those
forms must be sent either by first class mail, overnight delivery
or personal service to:

      U.S. Bankruptcy Court for the District of Delaware
      824 Market Street, 3rd Floor
      Wilmington, Delaware 19801

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high-performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 protection on June 16, 2001 in the
U.S. Bankruptcy Court for the District of Delaware.  Laura Davis
Jones, Esq., at Pachulski, Stang, Ziebl, Young & Jones P.C.,
represents the Debtor on its restructuring efforts.


RITE AID: Expects to Raise $111.5MM from Preferred Stock Offering
-----------------------------------------------------------------
Rite Aid Corporation expects to fetch $111.55 million from the
sale of 4.6 million of its Series I mandatory convertible
preferred stock after deducting underwriting discounts and
commissions.

At a $25 share price, Rite Aid expects to get $115 million.  From
those gross proceeds, it will grant $3.45 million of underwriting
discount commissions to Citigroup and JP Morgan.

Rite Aid further disclosed in its supplement prospectus filed with
the Securities and Exchange Commission that it would pay annual
dividends on each share in the amount of $1.3752 per share.

Dividends will be cumulative from the date of issuance and payable
to the extent that assets are legally available to pay dividends
and our board of directors or an authorized committee of our board
declares a dividend payable.

Rite Aid may pay dividends in cash, shares of our common stock, or
any combination of cash and common stock, in our sole discretion,
after every quarter.  The first dividend payment, if declared,
will be made on November 1, 2005.

On November 17, 2008, each share of will automatically convert,
subject to certain adjustments, into no fewer than 4.7134 shares
of common stock and no more than 5.6561 shares of common stock,
depending on the then-prevailing market share price.

At any time prior to November 17, 2008, holders may elect to
convert each share of their mandatory convertible preferred stock,
subject to certain adjustments, into 4.7134 shares of our common
stock.  If the closing price per share of our common stock exceeds
$9.55 for at least 20 trading days within a period of 40
consecutive trading days, Rite Aid may elect to cause the
conversion but not less than all, of the shares of mandatory
convertible preferred stock into 4.7134 shares of our common
stock, plus an amount equal to all accumulated and unpaid
dividends and a "make-whole" payment.

A full-text copy of the Supplemented Prospectus is available for
free at http://ResearchArchives.com/t/s?e9

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the
nation's leading drugstore chains with annual revenues of
$16.8 billion and approximately 3,400 stores in 28 states and the
District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Standard & Poor's Ratings Services revised its outlook on Rite Aid
Corp. to negative from stable.  Ratings on the Harrisburg,
Pennsylvania-based drug retailer, including the 'B+' corporate
credit rating, were affirmed.

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes.  Fitch rates Rite Aid:

   -- $1.7 billion senior unsecured notes 'B-';
   -- $800 million senior secured notes 'B';
   -- $1.4 billion bank facility 'B+.'

Fitch said the rating outlook is stable.


RITE AID: Picks Citigroup & J.P. Morgan to Underwrite Offer
-----------------------------------------------------------
Rite Aid Corporation entered into an underwriting agreement with
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
providing for the sale of 4.6 million shares of Rite Aid's 5.50%
Series I Mandatory Convertible Preferred Stock, par value $1.00
per share and with a liquidation preference of $25 per share, to
the Underwriters at a price of $24.25 per share.

Rite Aid has granted the Underwriters the right, exercisable for
thirty days after the date of the Underwriting Agreement, to
purchase up to 600,000 additional shares of Series I Preferred
Stock to cover over-allotments, if any, at a price of $24.25 per
share.

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

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the
nation's leading drugstore chains with annual revenues of
$16.8 billion and approximately 3,400 stores in 28 states and the
District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Standard & Poor's Ratings Services revised its outlook on Rite Aid
Corp. to negative from stable.  Ratings on the Harrisburg,
Pennsylvania-based drug retailer, including the 'B+' corporate
credit rating, were affirmed.

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes.  Fitch rates Rite Aid:

   -- $1.7 billion senior unsecured notes 'B-';
   -- $800 million senior secured notes 'B';
   -- $1.4 billion bank facility 'B+.'

Fitch said the rating outlook is stable.


ROOMLINX INC: Issuing 21.4 Million Shares in SuiteSpeed Merger
--------------------------------------------------------------
RoomLinX, Inc. (RMLX) completed the acquisition of SuiteSpeed,
Inc., a leading provider of wireless solutions for hotels.
Customers will experience no disruption in service, and their
company contact points will remain unchanged.  Pursuant to the
merger agreement, RoomLinX will issue 21,450,000 shares of its
common stock to acquire the outstanding stock of SuiteSpeed and an
additional 6,183,870 shares of its common stock to cancel certain
indebtedness owed by SuiteSpeed.  The 21,450,000 shares have
piggy-back registration rights under certain circumstances.

"Since we first announced our intention to acquire SuiteSpeed in
the spring, we have had the pleasure of getting to know the
company, its management and its customers," said Aaron Dobrinsky,
CEO of RoomLinX.  "It was extremely encouraging to emerge from the
due diligence period with the belief that the planned acquisition
promised even greater synergies and potential than initially
thought.  As we have indicated, the addition of SuiteSpeed should
enhance our leadership position in the industry with more rooms
under management, increased recurring revenue, economies of scale,
increased offerings and a superior executive in Mike Wasik,
formerly CEO of SuiteSpeed."

SuiteSpeed, a provider of high-speed wireless Internet access
solutions, has delivered WiFi services to hotels since 2000.  The
company serves brand-name properties such as the Renaissance,
Courtyard by Marriott, Holiday Inn, Radisson, Hampton Inn and Best
Western.

"We have been looking forward to the closing of this acquisition
and I personally am very pleased to be joining RoomLinX as
Executive Vice President," said Mike Wasik, founder of SuiteSpeed.
"Plans for the acquisition have been well received by interested
parties on both sides of the transaction and we believe the
benefits to customers will be immediately apparent."

RoomLinX, Inc., is a pioneer in Broadband High Speed Wireless
Internet connectivity, specializing in providing advanced WI-FI
Wireless and Wired networking solutions for High Speed Internet
access to Hotel Guests, Convention Center Exhibitors, Corporate
Apartments, and Special Event participants.  Designing, deploying
and servicing site-specific wireless networks for the hospitality
industry is RoomLinX's core competency.

At March 31, 2005, RoomLinX's balance sheet showed total
liabilities exceeding total assets by $434,926.


RUSSELL-STANLEY: Files Prepackaged Chapter 11 Petition in Delaware
------------------------------------------------------------------
Russell-Stanley Holdings, Inc., entered into a definitive asset
purchase agreement with an affiliate of Mauser-Werke GmbH & Co. KG
and One Equity Partners.  Pursuant to that agreement, Russell-
Stanley and certain of its subsidiaries will sell substantially
all of their assets to Mauser.

To effectuate the asset sale under the Purchase Agreement,
Russell-Stanley and certain of its subsidiaries filed for
reorganization under Chapter 11 of the Bankruptcy Code with a
prepackaged Plan of Reorganization.  The filings were made in the
U.S. Bankruptcy Court for the District of Delaware.  Prior to the
filings, Russell-Stanley obtained 100% acceptance of the Plan from
voting creditors.  This unanimous support is expected to minimize
the duration of the Chapter 11 cases.

The Chapter 11 filing is a condition of the asset sale and was not
due to operational concerns.  The Company believes that its
underlying business is sound and that it will be strengthened by a
combination with the financially strong Mauser organization.
Russell-Stanley's senior management is expected to continue in
their current capacity both during the Chapter 11 cases and with
Mauser after the sale is completed.

"This combination with Mauser will provide the Russell-Stanley
business with the additional resources necessary to continue to
meet and exceed the expectations of our customers by partnering
with a truly global leader in industrial packaging," stated Ronald
M. Litchkowski, President and Chief Executive Officer of Russell-
Stanley.  "During our Chapter 11 reorganization, we will continue
to operate as usual and will fulfill all of our customer
obligations during this process. Our commitment to our customers
and vendors remains steadfast."

Under the proposed plan, Russell-Stanley's existing subordinated
debt and equity will be cancelled, and bondholders will receive
their pro rata share of the sale proceeds that remain after
secured claims, unsecured claims other than bond claims, and
Chapter 11 expenses have been paid or reserved.

Russell-Stanley's relationships with its vendors should not be
adversely affected by this transaction or the Chapter 11 cases.
The Company will pay vendors for post-petition goods and services
provided on or after the filing date in the normal course of
business, which obligations are entitled to priority in payment in
the Chapter 11 cases.  All outstanding purchase orders for
delivery of goods and services should be processed and shipped as
usual.

The proposed plan of reorganization contemplates the payment in
full of any allowed pre-petition vendor claims that remain unpaid
upon consummation of the Plan.  Moreover, as part of the
transaction, Mauser has agreed, upon the closing, to assume and
pay valid and accrued trade payables that are not otherwise paid
when due as a result of the filing and that are reflected on the
Company's books.

Russell-Stanley expects to emerge from Chapter 11 and close the
transaction with Mauser within the next few months subject to
customary closing conditions contained in the asset purchase
agreement, including receipt of all necessary bankruptcy court and
other approvals.

Mauser-Werke GmbH Co. KG -- http://www.mauser-werke.com/-- is a
global leader in industrial packaging, with its headquarters in
Bruehl, Germany.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


RUSSELL-STANLEY: Case Summary & 75 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Russell-Stanley Holdings, Inc.
             685 Route 202/206
             Bridgewater, New Jersey 08807

Bankruptcy Case No.: 05-12339

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Russell-Stanley Corporation                05-12340
      Container Management Services, Inc.        05-12341
      Russell-Stanley, Inc.                      05-12343
      RSLPCO, Inc.                               05-12345
      Russell-Stanley, L.P.                      05-12347

Type of Business: Russell-Stanley is North America's largest
                  plastic drum manufacturer, second largest steel
                  drum manufacturer, and a leading industrial
                  container supply chain management company.
                  See http://www.russell-stanley.com/

Chapter 11 Petition Date: August 19, 2005

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Mark S. Chehi, Esq.
                  Sarah E. Pierce, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, Delaware 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-3160

                        -- and --

                  Kayalyn A. Marafioti, Esq.
                  Frederick D. Morris, Esq.
                  Bennett S. Silverberg, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, NY 10036
                  Tel: (212) 735-3000

Debtors'
Special
Corporate
Counsel:          Greenbaum, Rowe, Smith & Davis LLP

Debtors'
Noticing &
Claims Agent:     The Trumbull Group

Debtors'
Special
Noticing Agent:   Financial Balloting Group LLC

Debtors'
Financial
Advisors:         The Blackstone Group, LP

Debtors'
Accountants &
Tax Advisors:     Deloitte & Touche LLP

                        Estimated Assets      Estimated Debts
                        ----------------      ---------------
Russell-Stanley         $50 Million to        More than
Holdings, Inc.          $100 Million          $100 Million

Russell-Stanley Corp.   $10 Million to        More than
                        $50 Million           $100 Million

Container Management    Less than $50,000     More than
Services, Inc.                                $100 Million

Russell-Stanley, Inc.   More than             More than
                        $100 Million          $100 Million

RSLPCO, Inc.            Less than $50,000     More than
                                              $100 Million

Russell-Stanley, L.P.   $50 Million to        More than
                        $100 Million          $100 Million

Russell-Stanley Holdings, Inc.'s 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
The Bank of New York             Indentured Trustee  $27,938,956
5 Penn Plaza, 13th Floor         for the 9% Senior
New York, NY 10001               Sub. Notes Due
Attn: Robert Massimillo          2008

Greenville Land, Inc.            Litigation                   $0
P.O. Box 2567
Greenville, SC 29602

Henkel Corporation               Litigation                   $0
The Tyrio, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406

Weil, Dorothy & Ralph            Litigation -                 $0
c/o Slifkin & Axe                Personal Injury
Regency Towers, Suite 105
1003 Easton Road
P.O. Box 150
Willow Grove, PA 19090-0150

Castro, Donald                   Litigation -                 $0
c/o Best, Vanderlaan &           Employee
Harrington
2100 Manchester Road, Suite 1420
Wheaton, IL 60187

Luthe, Frank                     Litigation -                 $0
c/o Martin Melody                Employee
Revmont Park
3 Revmont Drive, Suite 316
Shrewsbury, NJ 07702

Archem Superfund Site            Litigation                   $0
Subhash Pal., P.E.
P.O. Box 13087
Austin, TX 78711-3087

State of Delaware                Litigation                   $0
Department of Natural
Resources & Environmental Control
391 Lukens Drive
New Castle, DE 19720-2774

Perth Amboy                      Litigation                   $0
c/o Lite, Depalma,
Greenberg & Rivas, LLC
Two Gateway Center
Newark, NJ 07102

Simpsonville                     Litigation                   $0
P.O. Box 2567
Greenville, SC 29602

Temple, Denise                   Litigation -                 $0
c/o J. Courtney Wilson           Employee
1510 Veterans Boulevard
Metairie, LA 70005


Russell-Stanley Corporation's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
The Bank of New York             Indenture Trustee   $27,938,956
5 Penn Plaza, 13th Floor         for the 9% Senior
New York, NY 10001               Sub. Notes Due
Attn: Robert Massimillo          2008

Mittal Steel USA                 Accounts Payable     $1,475,943
Sparrows Point Plant
Sparrows Point, MD 21229

Con-Tech International Inc.      Accounts Payable       $594,571
2387 Paysphere Circle
Chicago, IL 63674

Chevron Phillips Chemical Co.    Accounts Payable       $357,210
Plastics Division
4258 Collections Center Drive
Chicago, IL 60693

Liberty Property Limited         Accounts Payable       $239,425
Partnership
1510 Valley Center Parkway
Suite 240
Bethlehem, PA 18017

Exxonmobil Chemical Company      Accounts Payable       $180,995

Herman Leasing Company           Accounts Payable       $176,972

Hunter Drums Limited             Accounts Payable       $132,397

Contract Leasing Corporation     Accounts Payable       $117,729

Barry L. Moyer                   Real Property          $116,951
                                 Taxes

Self Industries of               Accounts Payable        $92,866
Pennsylvania Inc.

Dow Chemical Company             Accounts Payable        $88,920

Container Accessories, Inc.      Accounts Payable        $83,826

Deloitte & Touche                Accounts Payable        $83,750

Kautex Machines, Inc.            Accounts Payable        $72,454

Tryon Trucking, Inc.             Accounts Payable        $66,780

Techmer FM, LLC                  Accounts Payable        $63,373

Wolverine Plastics               Accounts Payable        $60,965

Finnaren & Haley Inc.            Accounts Payable        $59,068

Tracterbel Energy Service Inc.   Accounts Payable        $56,859


Container Management Services, Inc.'s 3 Largest Unsecured
Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
The Bank of New York             Indenture Trustee   $27,938,956
5 Penn Plaza, 13th Floor         for the 9% Senior
New York, NY 10001               Sub. Notes Due
Attn: Robert Massimillo          2008

Greenville Land, Inc.            Litigation                   $0
P.O. Box 2567
Greenville, SC 29602

Simpsonville                     Litigation                   $0
P.O. Box 2567
Greenville, SC 29602


Russell-Stanley, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
The Bank of New York             Indenture Trustee   $27,938,956
5 Penn Plaza, 13th Floor         for the 9% Senior
New York, NY 10001               Sub. Notes Due
Attn: Robert Massimillo          2008

Exxonmobil Chemical Company      Accounts Payable       $422,656
P.O. Box 371127M
Pittsburgh, PA 15251-7127

Chevron Phillips Chemical Co.    Accounts Payable       $371,323
Plastics Division
4258 Collections Center Drive
Chicago, IL 60693

Nova Chemicals, Inc.             Accounts Payable       $281,254
P.O. Box 2399
Carol Stream, IL 60132-2399

IDC Corporation                  Accounts Payable        $85,133

Techmer FM, LLC                  Accounts Payable        $84,687

Thorton Drum Rings               Accounts Payable        $79,798

Wolverine Plastics               Accounts Payable        $77,329

Hunter Drums Limited             Accounts Payable        $67,899

Kingsway Logistics Inc.          Accounts Payable        $57,978

DU Page County Collector         Real Property Taxes     $51,854

Techmer FM LLC                   Accounts Payable        $41,975

ADMO, Inc.                       Accounts Payable        $40,041

J.B. Hunt Transport, Inc.        Accounts Payable        $34,346

J & S Transportation             Accounts Payable        $28,370

B.J. Plastic Molding Co., Inc.   Accounts Payable        $18,013

White Eagle Golf Club            Accounts Payable        $14,384

Broderick Packaging, Inc.        Accounts Payable        $13,777

Kart Brokerage Services          Accounts Payable        $13,640

Amino Transport Inc.             Accounts Payable        $11,518


RSLPCO, Inc.'s Largest Unsecured Creditor:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
The Bank of New York             Indentured Trustee  $27,938,956
5 Penn Plaza, 13th Floor         for the 9% Senior
New York, NY 10001               Sub. Notes Due
Attn: Robert Massimillo          2008


Russell-Stanley, L.P. 's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
The Bank of New York             Indentured Trustee  $27,938,956
5 Penn Plaza, 13th Floor         for the 9% Senior
New York, NY 10001               Sub. Notes Due
Attn: Robert Massimillo          2008

Metalwest, LLC                   Accounts Payable     $1,635,573
Department 157
Denube, CO 80271-0357

Con-Tech International, Inc.     Accounts Payable       $957,334
2387 Paysphere Circle
Chicago, IL 60674

Exxonmobil Chemical Company      Accounts Payable       $208,078
P.O. Box 371127M
Pittsburgh, PA 15251-7127

American Coatings Inc.           Accounts Payable       $183,070

Chevron Phillips Chemical Co.    Accounts Payable       $178,119

General Steel Drum Corporation   Accounts Payable       $129,096

Sonoco Products Company          Accounts Payable       $117,907

Rieke Corporation                Accounts Payable        $84,859

J.B. Hunt Transport, Inc.        Accounts Payable        $82,692

IPC Corporation                  Accounts Payable        $71,669

Thornton Drum Ring               Accounts Payable        $58,395

Entergy                          Accounts Payable        $53,556

Coilplus Texas Inc.              Accounts Payable        $42,404

C.A.P.S. Inc.                    Accounts Payable        $41,531

Ryder Transportation Services    Accounts Payable        $40,455

The Valspar Corporation          Accounts Payable        $36,503

Techmer FM, LLC                  Accounts Payable        $34,681

Contract Leasing Corporation     Accounts Payable        $33,764

McGriff                          Accounts Payable        $28,328


SECURECARE TECH: Equity Deficit Tops $1.24 Million at June 30
-------------------------------------------------------------
SecureCARE Technologies, Inc. (OTC Bulletin Board: SCUI), closed
its Series B Convertible Preferred Stock Private Placement
offering, raising $1.57 million dollars in an over-subscribed
round of financing.

Neil Burley, Chief Financial Officer, stated "We are extremely
pleased to announce that SecureCARE has raised a total of
$1.57 million over the past few months.  In fact, the offering,
initially capped at $1.0 million, was over-subscribed by 57
percent.  This round of financing has allowed us to make both
strategic and tactical investments in our sales and marketing
programs, and we believe the return on these investments is being
demonstrated now in our performance.  In the first six months of
the year, our total revenue grew 73% over the prior year. Also, in
conjunction with other strategic initiatives and investments we
have made, we believe the Company is well positioned for continued
and rapid long-term growth."

The investors in the Financing received, for each $100,000
invested, a Unit comprised of 90,909 shares of the Registrant's
Series B Convertible Preferred Stock convertible into common stock
on a share-for-share basis and 18,182 five-year Common Stock
Purchase Warrants with an exercise price of $1.25.

The Financing was conducted pursuant to the exemption provided
pursuant to Regulation D under the Securities Act of 1933, as
amended, and analogous state laws.

SecureCARE Technologies, Inc. -- http://www.securecaretech.com/
-- is a leading provider of Internet-based document exchange and
e-signature solutions for the healthcare industry.  Built with
state-of-the art development tools from the Microsoft dotNET
development solutions, SecureCARE.net is tailored to the needs of
physicians, clinics and home healthcare, hospice and durable
medical equipment providers. This end-to-end solution offers a
revolutionary approach to accessing information and managing time-
consuming forms and authorizations.  SecureCARE's easy-to-use
technology eliminates paper, while enhancing the ability of
physicians to capture fees for otherwise unbilled time and
services, uniquely and directly impacting the physician's revenue.
SecureCARE.net is a highly secure, HIPAA-ready tracking and
reporting tool that streamlines operations while providing
physicians with additional revenue opportunities.

As of June 30, 2005, SecureCARE Technologies' equity deficit
widened to $1,245,788 from a $907,080 deficit at Dec. 31, 2004.


SHEFFIELD STEEL: S&P Withdraws B- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B-'
corporate credit rating on Sand Springs, Oklahoma-based Sheffield
Steel Corp. at the company's request.


STELCO INC: Inks Pact to Sell Stelpipe's Assets to Romspen
----------------------------------------------------------
Stelco Inc. (TSX:STE) entered into a definitive agreement for the
sale of the assets of Stelpipe Ltd. to Romspen Investment
Corporation, an independent non-bank lender and financier based in
Toronto.

The purchase price was not disclosed.  As in past asset sale
transactions during its restructuring process, Stelco will ask the
Court to seal such information until the sale has closed.  The
transaction is subject to certain conditions, including Court and
lender approval.  It is anticipated that such approval will be
sought by early September and that the matter will close at or
about the end of October.

Romspen has advised that it will assign the agreement to a new,
wholly owned subsidiary, Lakeside Steel Corporation Limited.
Romspen has also stated that it will continue Stelpipe's current
operations in the current facilities through Lakeside and will
retain almost all of Stelpipe's approximately 470 workers, about
420 of whom are hourly employees represented by the Canadian Auto
Workers.

As part of the transaction, Stelco will be assuming all of the
pension and benefit obligations respecting Stelpipe's retirees.
Stelpipe employees and retirees will be provided with additional
information in the near future about the transaction and how it
affects them.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "This transaction is good news for Stelpipe, for its
employees and retirees, and for Stelco.  It provides Stelpipe with
ownership that views its business as a strategic asset.  It
provides Stelpipe employees and retirees with increased certainty
going forward.  And it assists Stelco in focusing on the
integrated steel business at the heart of the strategic plan
announced in July 2004.  On behalf of everyone in the Stelco
community I want to thank Stelpipe and its employees for their
important and ongoing contribution to the Company."

Stelco had announced on August 3, 2004, that it would pursue the
sale of Stelpipe as part of the Company's asset sale process.
Stelco informed Stelpipe employees on June 3, 2005 that a letter
of intent had been signed with Romspen.  The 32nd Monitor's Report
also provided information in this matter.  Since then, the parties
have addressed outstanding matters and negotiated the terms of the
definitive agreement inked with Romspen.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.

The Superior Court of Justice (Ontario) extended the stay period
of Stelco's Court-supervised restructuring to Sept. 9, 2005.


S-TRAN HOLDINGS: Wants to Make Interim Payment to LaSalle Business
------------------------------------------------------------------
S-Tran Holdings, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to pay
LaSalle Business Credit, LLC, the proceeds of the recent sale of
its personal property.

The Court approved the sale on June 9, 2005.  The Debtors estimate
the net proceeds from the sale at $8,780,000.  The Debtors'
current indebtedness to LaSalle is approximately $9 million.

The Debtors borrowed money from LaSalle under a senior secured
credit facility.  LaSalle asserts a security interest under the
prepetition credit facility in substantially all of each of the
Debtors' assets.

The Debtors believe that its interim payment to LaSalle is
necessary and appropriate to reduce or eliminate the amount of
interest charges and other fees.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


S-TRAN HOLDINGS: Wants Removal Period Stretched to November 9
-------------------------------------------------------------
S-Tran Holdings, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the period within which they can remove civil actions through and
including November 9, 2005.

Since the chapter 11 filing, the Debtors have devoted substantial
amounts of time completing the shutdown of their operations,
selling their assets, conducting the auction pursuant to the sale
order, preparing and filing their schedules and statements and
other bankruptcy matters.

The Debtors believe that the extension of the removal period will
afford them the opportunity necessary to make fully informed
decisions concerning the removal of each action and will assure
that they do not forfeit valuable rights under section 1452 of the
Bankruptcy Code.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


TELTRONICS INC: Reports $5.44 Million Equity Deficit at June 30
---------------------------------------------------------------
Teltronics Inc. (OTCBB: TELT) reported its financial results for
the three months and six months ended June 30, 2005.

Sales for the three months ended June 30, 2005, were $13.01
million as compared to $12.14 million reported for the same
period in 2004.  Sales for the six months ended June 30, 2005,
were $22.80 million, as compared to $23.45 million, reported for
the same period in 2004.  Gross profit margin for the three months
ended June 30, 2005, was 42.7%, as compared to 37.1% for the same
period in 2004.  Gross profit margin for the six months ended June
30, 2005 was 42.8%, as compared to 40.8% for the same period in
2004.

Operating expenses for the three months ended June 30, 2005, were
$4.02 million, as compared to $4.30 million for the same period in
2004.  Operating expenses for the six months ended June 30, 2005,
were $8.62 million, as compared to $9.00 million for the same
period in 2004.  The net income for the three months ended
June 30, 2005 was $1.19 million, as compared to a net loss of
$302,000, for the same period in 2004.  The net income for the six
months ended June 30, 2005 was $955,000, as compared to a net loss
of $369,000 or for the same period in 2004.  The net income
available to common shareholders for the three months ended June
30, 2005 was $1.03 million, as compared to a net loss of $460,000
for the same period in 2004.  The net income available to common
shareholders for the six months ended June 30, 2005 was $633,000,
as compared to a net loss of $680,000 for the same period in 2004.

"The second quarter was an excellent one for Teltronics this
year," stated Ewen Cameron, President and CEO.  "Revenues
increased over the first quarter and exceeded the comparable
quarter in 2004. In addition to the increased sales volume we
continue to benefit from our cost reductions and as a result the
Company generated a net income both on a quarterly and year-to-
date basis," explained Mr. Cameron.

Teltronics, Inc. -- http://www.teltronics.com/-- is a leading
global provider of communications solutions and services that help
businesses excel.  The Company manufactures telephone switching
systems and software for small-to-large size businesses,
government, and 911 public safety communications centers.
Teltronics offers a full suite of Contact Center solutions --
software, services and support -- to help their clients satisfy
customer interactions.  Teltronics also provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.

As of June 30, 2005, Teltronics' equity deficit narrowed to
$5,440,000 compared to a $6,044,000 deficit at Dec. 31, 2004.


TOMMY HILFIGER: Filing 2004 & 2005 1st Quarter Results Next Month
-----------------------------------------------------------------
Tommy Hilfiger Corporation (NYSE: TOM) reported preliminary first
quarter results for its fiscal year ended March 31, 2006.

Net revenue for the first quarter of fiscal 2006 was approximately
$319 million compared to approximately $329 million for the first
quarter of fiscal 2005.  The Company's preliminary net loss for
the quarter was smaller than the loss of the first fiscal quarter
of the prior year.  The Company normally incurs a loss in the
first fiscal quarter due to seasonal shipping and sales patterns
in Europe.  As previously disclosed, the Company continues to
analyze whether a restatement or other adjustments will be
required in connection with the tax matters, lease accounting and
other out of period adjustments.  More detailed comparative
earnings information for the quarter is not available at this
time.  The Company expects to file its quarterly report on Form
10-Q for the first quarter ended June 30, 2005, together with its
delayed Form 10-K for the fiscal year ended March 31, 2005 and
Form 10-Qs for the second and third quarters of fiscal 2005, in
September 2005.

David F. Dyer, President and Chief Executive Officer, stated, "Our
preliminary results for the first fiscal quarter of fiscal 2006
were slightly better than our expectations.  The quarter's results
reflected continued strength in Europe, with double digit revenue
gains in both the wholesale and retail components.  We are also
pleased with the performance of our U.S. Company stores, where key
item programs and improved inventory management resulted in
positive comparable sales and solid margin gains for the third
consecutive quarter. Overall, business in the U.S. wholesale
segment remains challenged and we continue to strive for improved
profitability through product initiatives and cost reductions."

U.S. wholesale revenue for the quarter was approximately
$115 million for the quarter ended June 30, 2005, compared to
approximately $163 million for the quarter ended June 30, 2004.
Approximately $12 million of this reduction is attributed to the
Company's exit of the Young Men's Jeans and H Hilfiger wholesale
businesses during fiscal 2005.  Additionally, lower volume in
menswear, womenswear and childrenswear resulted from decreased
orders from the Company's major customers and a reduction in the
number of department store doors through which the Company's
products are distributed.

International wholesale revenue, consisting of the Company's
European and Canadian wholesale businesses, for the first quarter
of fiscal 2006 totaled approximately $64 million versus
approximately $47 million a year earlier.  The increase was driven
by higher volume and higher exchange rates used to translate the
Euro and Canadian dollar.  Differences in exchange rates accounted
for approximately $3 million of the increase.

Retail revenue for the first quarter of fiscal 2006 was
approximately $122 million compared to approximately $103 million
a year earlier.  The Company's store count increased by 30 since
July 1, 2004, including 12 stores opened in the first quarter of
fiscal 2006.  Comparable sales at U.S. Company stores, the largest
retail division, increased by low single digit percentage for the
quarter.  As of June 30, 2005, the Company's worldwide store count
was 211, including 165 Company stores and 46 specialty stores,
compared to 181 stores a year earlier, consisting of 146 Company
stores and 35 specialty stores.

Licensing revenue for the first quarter of fiscal 2006 was
approximately $17 million compared to approximately $15 million
for the first quarter of fiscal 2005.  Licensing revenue benefited
primarily from continued growth in the international arena.

                    Balance Sheet Highlights

The Company had cash, cash equivalents, restricted cash and
short-term investments totaling approximately $570 million at
June 30, 2005 compared to $468 million at June 30, 2004.
Restricted cash is comprised of $150 million that was pledged
as collateral under a new letter of credit facility entered into
by THUSA in April 2005.  Long-term debt was approximately
$343 million at June 30, 2005 compared to $350 million at
June 30, 2004.

Inventories totaled approximately $246 million at June 30, 2005,
compared to $240 million at June 30, 2004.  Within this total,
wholesale inventories were approximately $159 million at June 30,
2005, compared to $153 million at June 30, 2004.  Retail
inventories were approximately $86 million at June 30, 2005,
versus $87 million at June 30, 2004.

                  Outlook for Fiscal Year 2006

The Company expects pretax earnings for fiscal 2006 to be
approximately 30% to 35% above preliminary pretax earnings of
approximately $92 million for fiscal 2005.  The Company continues
to believe that this estimate is reasonable and has no other
changes to the estimated revenue it provided at that time.  The
Company will defer making a comparison of expected net income for
fiscal 2006 with that of fiscal 2005 until it finalizes 2005
results including reaching a conclusion about any possible
restatement of previous financial statements.  However, the
Company expects its effective tax rate for fiscal 2005 to be lower
than historical levels because it expects to be able to utilize
foreign tax credits and to recognize certain state net operating
loss carry forwards that were previously subject to valuation
allowances.  The Company expects its effective tax rate for fiscal
2006 to be above recent historical rates, principally because of
the elimination of approximately $12 million of annualized tax
benefits realized by the Company as a tax resident of Barbados,
under an income tax treaty between Barbados and the United States.
The treaty's benefits were eliminated effective February 1, 2005.

The United States and Barbados had signed a protocol to the treaty
in July 2004 that would eliminate the Company's tax benefits, as
well as the estimated impact on the Company's future net income.
The Company continues to expect capital expenditures for fiscal
2006 to be approximately $90 million for fiscal 2006.

Tommy Hilfiger Corporation, through its subsidiaries, designs,
sources and markets men's and women's sportswear, jeanswear and
childrenswear under the Tommy Hilfiger trademarks.  Through a
range of strategic licensing agreements, the Company also offers a
broad array of related apparel, accessories, footwear, fragrance
and home furnishings.  The Company's products can be found in
leading department and specialty stores throughout the United
States, Canada, Europe, Mexico, Central and South America, Japan,
Hong Kong, Australia and other countries in the Far East, as well
as the Company's own network of outlet and specialty stores in the
United States, Canada and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Standard & Poor's Ratings Services ratings on Tommy Hilfiger
including its 'BB-' corporate credit rating, remain on
CreditWatch with negative implications, where they were placed on
Nov. 3, 2004.

The ratings remain on CreditWatch and reflect Standard & Poor's
concern regarding the company's negative operating trends,
including the continued decline in revenues and the significant
contraction in pre-tax earnings for the fiscal year ended March
2005.  (The company currently does not report after-tax earnings
and has not filed 10Qs for the past three fiscal quarters, due to
a previously disclosed government investigation.  The U.S.
Attorney's office for the Southern District of New York is
conducting an investigation regarding commission payments to a
foreign subsidiary.)

Tommy Hilfiger reported weaker-than-expected results for fiscal
2005, primarily in its U.S. wholesale segment, which continued to
experience significant revenue declines as a result of reduced
orders from major customers.  Tommy Hilfiger's U.S. wholesale
revenues declined by about 29% for the year.  In addition, the
company also revised its fiscal 2006 forecast downwards,
reflecting the negative effect of lower revenues and higher
expenses as the company expects to make incremental investments in
its H Hilfiger and Karl Lagerfeld brands, and its ecommerce
initiative.

While the company currently has sufficient liquidity resources,
Standard & Poor's remains concerned with potential constraints
that could affect the company's financial resources due to the
additional legal costs arising from the government investigation
and the class action lawsuits against the company.


TOMMY HILFIGER: May Sell Business as U.S. Attorney Probe Ends
-------------------------------------------------------------
Tommy Hilfiger is planning to sell its business as it struggles to
turn-around its operations to profitability, The Deal reports.

Talks about the sale have circulated for months brought about by
pressures from large shareholders.   The sale has become more
probable last week after the U.S. Attorney's Office ended its
year-long investigation over alleged improper commission payments
and related tax matters at the company without criminal charges.
The company is asked to pay $18.1 million in back taxes and
interest in connection with the case.  No fines were imposed.

Tommy Hilfiger's share price has continued to climb since the
start of the month reaching $17.87 per share on Aug. 18 from
$13.08 at Aug. 1.  With 92 million shares outstanding, that pegs
the Company's market capitalization around $1.6 billion.

Tommy Hilfiger Corporation, through its subsidiaries, designs,
sources and markets men's and women's sportswear, jeanswear and
childrenswear under the Tommy Hilfiger trademarks.  Through a
range of strategic licensing agreements, the Company also offers a
broad array of related apparel, accessories, footwear, fragrance
and home furnishings.  The Company's products can be found in
leading department and specialty stores throughout the United
States, Canada, Europe, Mexico, Central and South America, Japan,
Hong Kong, Australia and other countries in the Far East, as well
as the Company's own network of outlet and specialty stores in the
United States, Canada and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Standard & Poor's Ratings Services ratings on Tommy Hilfiger
including its 'BB-' corporate credit rating, remain on
CreditWatch with negative implications, where they were placed on
Nov. 3, 2004.

The ratings remain on CreditWatch and reflect Standard & Poor's
concern regarding the company's negative operating trends,
including the continued decline in revenues and the significant
contraction in pre-tax earnings for the fiscal year ended March
2005.  (The company currently does not report after-tax earnings
and has not filed 10Qs for the past three fiscal quarters, due to
a previously disclosed government investigation.  The U.S.
Attorney's office for the Southern District of New York is
conducting an investigation regarding commission payments to a
foreign subsidiary.)

Tommy Hilfiger reported weaker-than-expected results for fiscal
2005, primarily in its U.S. wholesale segment, which continued to
experience significant revenue declines as a result of reduced
orders from major customers.  Tommy Hilfiger's U.S. wholesale
revenues declined by about 29% for the year.  In addition, the
company also revised its fiscal 2006 forecast downwards,
reflecting the negative effect of lower revenues and higher
expenses as the company expects to make incremental investments in
its H Hilfiger and Karl Lagerfeld brands, and its ecommerce
initiative.

While the company currently has sufficient liquidity resources,
Standard & Poor's remains concerned with potential constraints
that could affect the company's financial resources due to the
additional legal costs arising from the government investigation
and the class action lawsuits against the company.


TOMMY HILFIGER: Will Pay $18.1 Tax Bill at End of Government Probe
------------------------------------------------------------------
Tommy Hilfiger Corporation (NYSE: TOM) has resolved the
investigation by the U.S. Attorney's Office for the Southern
District of New York by executing a non-prosecution agreement with
the U.S. Attorney's Office.

The USAO has concluded that criminal tax charges are not warranted
in connection with the buying office commission rate paid by the
Company's U.S. subsidiaries for the fiscal years 1990-2004, and
will close its investigation.  In addition, the USAO has agreed
that it will not criminally prosecute Tommy Hilfiger U.S.A., Inc.,
or its parent or affiliates for any offenses relating to
underpayment of Hong Kong taxes as a result of activities
attributed to Tommy Hilfiger (Eastern Hemisphere) Limited.

The non-prosecution agreement with the USAO is subject to certain
understandings, including that THUSA will file amended U.S.
federal income tax returns for the fiscal years ending
March 31, 2001 through 2004 reflecting a reduced buying office
commission rate for those four years, adopt and implement the
recommendations of the Special Committee of the Company's Board of
Directors, adopt and implement an effective ethics and compliance
program, and provide information to the Hong Kong Inland Revenue
Department for it to evaluate whether THEH or its Hong Kong
subsidiary owe any Hong Kong taxes to the IRD.  THUSA also agreed
for a period of three years to provide the USAO, upon request,
with information so that the USAO can monitor THUSA's compliance
with the agreement.

David Dyer, President and Chief Executive Officer of the Company
stated, "We have worked hard for nearly a year to cooperate fully
with the United States Attorney's Office, and are pleased that it
has determined to close its investigation."

As a result of the reduction in the buying office commission rate
and other unrelated adjustments that are also to be reflected in
the amended tax returns, THUSA expects to pay approximately
$15.4 million in additional federal income taxes and $2.7 million
in interest for these four years, taking into account the effect
of changes in other tax attributes, including net operating loss
carry forwards.  The effect of adjusting the buying office
commission rate for the four fiscal years results in a tax
provision in fiscal 2005 of approximately $12 million, after
taking into account previously established reserves for this
matter.

                 Background of the Investigation
                    and Hong Kong Tax Matters

As previously disclosed on September 24, 2004, THUSA had received
a grand jury subpoena issued by the USAO seeking documents
generally related to domestic and/or international buying office
commissions since 1990 and that certain of THUSA's current and
former employees had received subpoenas.  Several domestic and
international subsidiaries of the Company pay buying office
commissions to THEH, a British Virgin Islands corporation which is
a wholly-owned and consolidated subsidiary of the Company,
pursuant to contracts to provide or otherwise secure through
sub-agents certain services, including product development,
sourcing, production scheduling and quality control functions.
The Company disclosed that the USAO investigation was focused on
the appropriateness of the commission rate paid by the Company's
subsidiaries to THEH, as well as other related tax matters.

In October 2004, the Board of Directors of the Company formed a
Special Committee of independent directors to conduct an
independent investigation into matters arising out of the
governmental investigation.  The Special Committee retained
Debevoise & Plimpton LLP as legal counsel, with a team headed by
Mary Jo White, former U.S. Attorney for the Southern District of
New York.  The Special Committee reported on its investigation to
the Board in March 2005 and to the USAO in April 2005.  As
previously disclosed, the Special Committee found that the Company
had a good faith basis for adopting the buying office commission
rate paid by the Company's subsidiaries to THEH.  Also as
previously disclosed, the Special Committee did identify certain
questions about Hong Kong tax matters and supported the Company's
determination to engage the IRD in discussions regarding whether
THEH was subject to profits tax in Hong Kong, and the Special
Committee made recommendations to the Company to enhance
procedures for tax matters, including transfer pricing, and to
review its buying office structure.  The Company's management has
adopted all of the Special Committee's recommendations.

As previously disclosed, the Company initiated discussions in May
2005 with the IRD with respect to the potential Hong Kong profits
tax liability of THEH.  In the course of these discussions, the
Company made a settlement offer to the IRD to resolve this issue,
which offer had been reflected in the expected tax provisions that
the Company previously announced.  The IRD has not accepted the
Company's settlement offer, and discussions are ongoing.
Accordingly, the Company cannot predict the timing or outcome of
its settlement discussions with the IRD, and there can be no
assurance that the resolution of these discussions will not have a
material effect on the Company.

On June 15, 2005, the Company disclosed that it expects to record
net provisions in the range of $30 million to $40 million (taking
into account $15 million of pre-existing tax reserves for these
matters) with respect to the USAO investigation, the Hong Kong IRD
matter, the Tommy Hilfiger Licensing, Inc. (a Delaware intangible
holding company) matter, and the New Jersey Alternative Minimum
Assessment refunds.

          Update on Shareholder Class Action Litigation

On August 1, 2005, pursuant to a revised scheduling order, the
Company filed a motion to dismiss the consolidated amended
complaint in the previously disclosed shareholder class action
litigation that was filed following the Company's September 24,
2004 announcement of the USAO investigation.  The Company
currently expects that a hearing on its motion to dismiss will be
held in October 2005.

Tommy Hilfiger Corporation, through its subsidiaries, designs,
sources and markets men's and women's sportswear, jeanswear and
childrenswear under the Tommy Hilfiger trademarks.  Through a
range of strategic licensing agreements, the Company also offers a
broad array of related apparel, accessories, footwear, fragrance
and home furnishings.  The Company's products can be found in
leading department and specialty stores throughout the United
States, Canada, Europe, Mexico, Central and South America, Japan,
Hong Kong, Australia and other countries in the Far East, as well
as the Company's own network of outlet and specialty stores in the
United States, Canada and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Standard & Poor's Ratings Services ratings on Tommy Hilfiger
including its 'BB-' corporate credit rating, remain on
CreditWatch with negative implications, where they were placed on
Nov. 3, 2004.

The ratings remain on CreditWatch and reflect Standard & Poor's
concern regarding the company's negative operating trends,
including the continued decline in revenues and the significant
contraction in pre-tax earnings for the fiscal year ended March
2005.  (The company currently does not report after-tax earnings
and has not filed 10Qs for the past three fiscal quarters, due to
a previously disclosed government investigation.  The U.S.
Attorney's office for the Southern District of New York is
conducting an investigation regarding commission payments to a
foreign subsidiary.)

Tommy Hilfiger reported weaker-than-expected results for fiscal
2005, primarily in its U.S. wholesale segment, which continued to
experience significant revenue declines as a result of reduced
orders from major customers.  Tommy Hilfiger's U.S. wholesale
revenues declined by about 29% for the year.  In addition, the
company also revised its fiscal 2006 forecast downwards,
reflecting the negative effect of lower revenues and higher
expenses as the company expects to make incremental investments in
its H Hilfiger and Karl Lagerfeld brands, and its ecommerce
initiative.

While the company currently has sufficient liquidity resources,
Standard & Poor's remains concerned with potential constraints
that could affect the company's financial resources due to the
additional legal costs arising from the government investigation
and the class action lawsuits against the company.


TRANSTECHNOLOGY CORP: June 26 Balance Sheet Upside-Down by $6 Mil.
------------------------------------------------------------------
TransTechnology Corporation (OTC:TTLG) reported that fiscal first-
quarter 2006 operating income increased 37% to $2.5 million from
$1.8 million in the prior-year period.  Net income for the first
quarter of fiscal 2006 was $200,000 compared to a net loss for the
first quarter of fiscal 2005 of $600,000.  Sales of $13.0 million
were down 11% from $14.5 million in the first quarter a year ago.

New orders received during the first quarter were $13.8 million
compared with $9.2 million in the prior fiscal year's first
quarter.  The Company's book-to-bill ratio for the first quarter
was 1.06, compared with .63 in last year's first quarter and .91
for the full fiscal year 2005.  The Company's backlog increased
during the first three months of fiscal 2006 to $35.9 million from
$35.1 million at the end of fiscal 2005 and $35.6 million one year
ago.

Robert L. G. White, Chief Executive Officer of the Company, said,
"During the first quarter, we realized the benefits of our major
initiatives from last year. Gross margin for the first quarter was
43.4% compared to 40.1% in last year's same quarter.  This is the
fourth consecutive quarter where our overhaul and repair gross
profit has shown improvement and confirms our belief that the new
operating procedures we began to implement during last year's
first quarter in our overhaul and repair operation are bearing
fruit.  Selling, General and Administrative expenses were down
$0.9 million, or 22%, from last year's first quarter, all of which
was at the operating unit level.  The agreement in principle to
resolve the Newark office of the United States Attorney's
investigation into our overhaul and repair operation lowered our
legal and investigative costs to $0.1 million in the current
quarter versus $0.4 million last year and our product liability
insurance premiums were $0.1 million lower during the quarter.
During last year's third and fourth quarter we completed a review
of our engineering activities, and during the first quarter of
fiscal 2006 we realized engineering costs that were $0.3 million
lower than last year.  The benefit of our third quarter
refinancing is also evident in our lower interest costs which fell
22% to $2.2 million this quarter from $2.8 million last year."

Mr. White said, "Sales for the first quarter of fiscal 2006 were
lower than those reported in last year's first quarter.  All of
the first quarter sales decline was in the weapons handling
product line influencing a decrease in new product sales of 46%
for the quarter.  Overhaul and repair sales were up 99% for the
first quarter of fiscal 2006 compared with last year's first
quarter, as those operations returned to normalcy following the
implementation of the new operating procedures in last year's
first quarter."

Mr. White continued, "We believe that we are entering the new
fiscal year with a sense of momentum in every part of our
organization.  Our bookings rate is up, and we have several large
new programs on the horizon.  Our overhaul and repair operation is
operating well, and our overall gross margin is now comfortably
within our target range of 42-45%.  Our SG&A costs should continue
to be lower than last year, not only due to the finalization of
the United States Attorney's investigation and its attendant
costs, but also due to a focused effort to reduce non-product
costs throughout the organization.  Our interest costs should also
continue to run well below those of last year, although future
rate hikes by the Federal Reserve may mitigate their impact.
Based upon customer requested delivery dates, we expect sales for
the second quarter to be below those of last year, however, we
expect sales for the third and fourth quarters to be above last
year's levels and we remain committed to our target sales of $64.5
million for fiscal 2006, a 3% increase over fiscal 2005."

Mr. White concluded, "Based upon the continued improvement in our
gross profit, a forecasted favorable product mix, and the lower
than originally expected levels of SG&A expenses in fiscal 2006,
we are now raising our EBITDA target to $13.5 million from the
$13.2 million we had previously established as our goal.  Our
primary focus for the remainder of fiscal 2006, includes the
continued pursuit of new hoist, winch, and weapons handling
systems on a global basis, as well as the further lowering of our
debt costs and improving our balance sheet to provide for a solid
base upon which to build value for our shareholders."

The Company also noted that it filed its Annual Report on Form 10-
K for fiscal year 2005 on August 15, 2005.  This report was
delayed while the Company and its auditors completed a review of a
technical accounting issue with respect to the sale of a business
that had been completed by the Company in fiscal 2002.

TransTechnology Corporation -- http://www.transtechnology.com/--  
operating as Breeze-Eastern -- http://www.breeze-eastern.com/--  
designs and manufactures sophisticated lifting devices for
military and civilian aircraft, including rescue hoists, cargo
hooks, and weapons-lifting systems.  The company, which employs
approximately 180 people at its facility in Union, New Jersey,
reported sales from continuing operations of $64.6 million in the
fiscal year ended March 31, 2004.

At June 26, 2005, TransTechnology Corporation's balance sheet
showed a $6,089,000 stockholders' deficit, compared to a
$6,359,000 deficit at March 31, 2005.


TRINSIC INC: June 30 Balance Sheet Upside-Down by $21 Million
-------------------------------------------------------------
Trinsic Inc., reported results for the second quarter ended June
30, 2005.  The company posted a net loss of $3,257,000, for the
second quarter and a $2,818,000, net loss for the six-month period
ended June 30, 2005.  The company also reports that it incurred
losses in 2004.

As of June 30, 2005, Trinsic had an accumulated deficit of
approximately $412.7 million and $500,000 in cash and cash
equivalents.  It has funded its expenditures primarily through:

    * operating revenues,
    * private securities offerings,
    * various working capital facilities,
    * its standby credit facility, and
    * an initial public offering.

For the six months ended June 30, 2005, net cash provided by
operating activities was $500,000 million as compared with $9.2
million used in operating activities in the prior year period.

                  Textron Financial Loan

In April 2004, the Company secured an asset based loan facility
with Textron Financial Corporation, which provided up to $25
million to fund operations.  Effective January 27, 2005, Trinsic
entered into a Modification and Termination Agreement with
Textron.  Among other things the Modification and Termination
Agreement provided that Textron would forbear from exercising
default rights and remedies until May 31, 2005, would waive the
early termination fee and modify the annual facility fee.  Trinsic
agreed to pay a modification fee of $150,000.

                   Thermo Credit Agreement

On April 4, 2005, Trinsic entered into an accounts receivable
financing agreement with Thermo Credit, LLC.  The agreement
provides for the sale of up to $22 million of Trinsic accounts
receivable on a continuous basis to Thermo, subject to selection
criteria as defined in the contract.  On May 6, 2005, Trinsic used
proceeds from this accounts receivable financing facility to pay
off its loan balance with Textron.

                     Delisting Update

By letter dated May 6, 2005, the Nasdaq Stock Market notified
Trinsic that the market value of its common stock remained below
the minimum of $35 million required by Marketplace Rule
4310(c)(2)(B)(ii) and accordingly its shares would be delisted
from the Nasdaq SmallCap Market at the opening of business on May
17, 2005.  The Company appealed the decision and presented a
definitive plan for regaining compliance to a hearing panel. A
Nasdaq Listing Qualifications Hearing Panel granted the Company a
temporary exception from these requirements subject to conditions.

If the Company meets the conditions, its shares will continue to
be listed on The Nasdaq SmallCap Market.  At July 28, 2005 and for
the duration of the exception, the trading symbol for Trinsic
shares became "TRINC."  The "C" will be removed from the symbol
upon confirmation of the Company's compliance with the conditions
and all other criteria for continued listing.

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and
businesses enhanced wire line and IP telephony services.  All
Trinsic products include proprietary services, such as Web-
accessible, voice-activated calling and messaging features that
are designed to meet customers' communications needs intelligently
and intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic changed its name from Z-Tel Technologies, Inc. on January
3, 2005.

At June 30, 2005, Trinsic, Inc.'s balance sheet showed a
$20,991,000, stockholders' deficit, compared to a $21,082,000,
deficit at Dec. 31, 2004.

                       *     *     *

                    Going Concern Doubt

PricewaterhouseCoopers expressed substantial doubt about Trinsic,
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 has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern," PwC stated in its audit
report.  In general, a "going concern" qualification relates to an
entity's ability over the coming year to meet its obligations as
they become due without substantial disposition of assets outside
the normal course of business, restructuring of debt, externally
forced revisions of its operations, or similar actions.


US AIRWAYS: Court Okays Aircraft Sale to Mountain Capital
---------------------------------------------------------
Judge Stephen S. Mitchell of the U.S. Bankruptcy Court of the
Eastern District of Virginia cleared the way for US Airways Group,
Inc. to sell four of its Boeing 767 aircraft and one spare engine
to Mountain Capital Partners LLC, an affiliate of Goldman Sachs
Group, Inc., as part of a new sale-leaseback agreement with
Mountain Capital.

The sale-leaseback agreement will provide US Airways with
$30.8 million initially upon completion of the sale, and another
$10 million after recurrent maintenance checks through 2009.  US
Airways has been operating under a month-to-month agreement with
Mountain Capital, enabling the company to return planes and the
spare engine as it takes delivery of new aircraft.

                 ATSB Cash Collateral Extension

Judge Mitchell also approved an agreement between US Airways and
the Air Transportation Stabilization Board (ATSB) that extends
through Oct. 25, 2005, the company's authorization to use the cash
collateral that secures the ATSB's federally guaranteed loans.
The agreement also will allow US Airways to retain approximately
40 percent of the proceeds from the sale of certain assets on
which the ATSB holds liens.

"Both of these transactions are key steps in our plans to provide
additional liquidity and move us closer to emergence from Chapter
11 and completion of our merger with America West Airlines," said
Ron Stanley, US Airways executive vice president finance and chief
financial officer.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


WEX PHARMACEUTICALS: Substantial Losses Spur Going Concern Doubt
----------------------------------------------------------------
WEX Pharmaceuticals Inc. (TSX:WXI) reported highlights and
financial results for the first quarter ended June 30, 2005.

For the three months ended June 30, 2005, the Company recorded a
loss of CDN$3.6 million compared to a loss of CDN$3.3 million in
the three months ended June 30, 2004.  The increase in loss for
the three months ended June 30, 2005, when compared to the
preceding year, is mainly attributable to increased clinical trial
expense recorded in the period.  Management expects losses to
continue during the coming quarters as it continues to focus
resources on clinical trials in an effort to further the
commercialization of Tectin(TM).

The Company had cash, cash equivalents and short-term investments
of $20.7 million as at June 30, 2005 as compared to $20.8 million
as at March 31, 2005.

The Company's subsidiary in China, Nanning Maple Leaf
Pharmaceuticals Co. Ltd., and Wex Medical Limited in Hong Kong,
recorded product revenues of $130,986 for the three months ended
June 30, 2005, as compared to $136,199 in the same period in the
previous year, or a decrease of $5,213.

All results of operations were in line with management
expectations.

                     Corporate Developments

Financial

On April 7, 2005 the Company announced that it received a payment
of EUR 2,000,000 (approximately CDN$3,100,000) from its co-
development partner Laboratorios del Dr. Esteve S.A. for research
and development work done for the recently completed Tectin(TM)
Phase IIa trial in Canada.  The Company ended the first quarter
with cash resources of $20.7 million.

Team

On April 12, 2005 Dr. Kim Fisher joined the Company's Clinical
Department as Sr. Research Scientist.  Dr. Fisher is a
Postdoctoral Fellow funded by the Canadian Institutes of Health
Research (CIHR) and has 16 years of experience in
neuroscience/neuropharmacology research.

On April 18, 2005 the Company announced the appointment Michael
(Guang) Luan as Director and Chairman of the Board.

On May 5, 2005 WEX announced the departure of John Olthoff,
General Manager, as a result of corporate restructuring of the
Company.  Mr. Olthoff will remain as a Director of WEX for the
balance of the 2004/2005 term.

On May 26, 2005 WEX announced the hiring of Dr. Euan Taylor for
the position of Director of Intellectual Property with the
Company.  Dr. Taylor has a B.A. in Natural Sciences from the
University of Cambridge, a Ph.D. in Developmental Molecular
Biology from the University of London and a law degree from the
University of British Columbia.  He is also a registered Canadian
Patent Agent and a Registered Canadian Trademark Agent.

Clinical

In accordance to the Company's plan to develop and commercialize
TTX (Tectin(TM)) as a medication intended to provide relief for
various persistent and chronic pain conditions, on June 2, 2005
WEX announced that it had received a No Objection Letter from
Health Canada to amend the Phase IIb/III clinical trial protocol
for Tectin(TM) in moderate to severe inadequately controlled
cancer-related pain.  The patients' recruitment rate was lower
than anticipated with about 35% of the required patients enrolled
and dosed; therefore, Dr. Jean Bourgouin, the Company's Chief
Medical Officer, determined the amendments necessary in order to
complete the study in a timely manner without compromising
objectives and patient safety.  The amended protocol will simplify
the study, increase patient eligibility, lessen the burden on
patients and as a result, reduce the workload required by the
physicians and their clinical teams.  This is expected to help
accelerate patient recruitment.  The data from the patients who
have completed the study will still be evaluable and the total
target enrollment will remain at up to 150 patients.  With the
amendments to the protocol, the enrollment and dosing of patients
in this study is projected to be completed by the end of June
2006.

Tetrodin(TM), for the management of pain symptoms associated with
addiction and withdrawal from abused substances is currently in
Phase IIa clinical trails for methadone maintenance patients in
Canada.  Results for Phase IIa are expected in the second quarter
of the 2005/2006 fiscal year.  In China, the Company has postponed
development and testing of its opiate addiction withdrawal drug
until ownership of a Chinese patent is resolved.  In addition,
due to limited resources and the Company's primary focus on the
commercialization of Tectin(TM) for moderate to severe
cancer-related pain, the Company will not pursue the development
of the Tetrodin(TM) drug in Canada until further resources are
available or a partnership or collaboration is entered into to
proceed beyond the Phase IIa clinical trial stage.

Tocudin(TM), a local anaesthetic is currently in the pre-clinical
stage and further development and commercialization plans are
pending allocation of additional resources.

Intellectual Property

On June 28, 2005 the Company had been notified that based on a
court ruling the Chinese Patent Office had changed registered
ownership of the drug withdrawal Patent No. ZL95190556.2 "Use of
Amino Quinazoline Hydride Compound and its Derivative for
Abstaining from Drug Dependence" in China from the Company's
subsidiary, Nanning Maple Leaf Pharmaceuticals to one of the two
inventors and a third party who alleges to have been an employer
of the other inventor.  WEX filed an appeal of the Ruling earlier
this year and the Court subsequently dismissed the appeal.  The
Company disagrees with the Ruling and considers that the prior
assignment of interest to NMLP in the invention was valid and
therefore that WEX has at least part ownership rights to the
patent.  Even though the Company is currently investigating other
legal and business options, until the ownership of the patent is
resolved and as a result of financial and other considerations,
the Company has decided to temporarily postpone development and
testing of its opiate addiction withdrawal drug in Canada and
China.  The ultimate outcome of this matter is uncertain at this
time.  There can be no assurance that this matter will be resolved
on a timely matter or that the outcome will be resolved on a
favourable basis for the Company.

This does not affect any of the Tectin(TM) clinical trials
conducted by the Company to date or the Company's ability to use
the results of the trials for regulatory approval purposes.  The
two individuals noted as inventors on the patent in question are
not associated with any of the Company's other patents filed or
registered in China.

The Company's core business has not been affected and we will
continue to focus our financial and operational resources on the
development of Tectin(TM) for the treatment of moderate to severe
cancer-related pain through clinical development in North America,
China and Europe.

                 Liquidity and Capital Resources

Since its incorporation, the Company has financed administration,
research and development activities and capital expenditures
through the private sales of its common shares, the exercise of
warrants or options and the use of licensing revenue from its
corporate partner and the collection of government tax credits.
During the three months ended June 30, 2005, cash used by
operations decreased to $442,151 from $2.1 million in the
comparable quarter.  This was due mainly to the reduction in
clinical trial activity for the first quarter.  With the recently
amended protocol for WEX-014 Clinical Trial, management expects
that increased cash resources will be used in the coming quarters
related to this and other corporate development initiatives.  In
June 2004, the Company received net proceeds of $6.8 million
(US$5.1 million) upon the issuance of convertible debentures.

At June 30, 2005 the Company had working capital of approximately
$14.6 million including cash resources, comprising cash and
cash equivalents and short-term investments in the amount of
$20.7 million. As at June 30, 2005 cash resources included
$1,760,043 denominated in Euros (March 31, 2005 - $Nil),
$6,072,560 denominated in U.S. dollars (March 31, 2005 -
$6,203,659), $3,009,944 denominated in Chinese Renminbis (March
31, 2005 - $2,704,551), $155,915 denominated in Hong Kong dollars
(March 31, 2005 - $652,145) and $9,714,367 denominated in Canadian
dollars (March 31, 2005 - $11,254,109).

In aggregate, the Company's cash resources decreased by $101,635
from $20.8 million as at March 31, 2005.  Managements'
expectations are that cash resources will decrease at a higher
rate over the coming quarters as clinical trial activity
increases.

The Renminbi is not fully convertible into foreign currencies and
is subject to local governmental restrictions.  All foreign
currency exchange transactions involving Renminbi must take place
either through the People's Bank of China or other institutions
authorized to buy and sell foreign exchange or at a swap centre.

                       Going Concern Doubt

Management believes that with the existing cash resources there
are sufficient resources for the Company's current programs to
fund operations until early Q1 in fiscal 2007.  At June 30, 2005,
the Company had incurred significant losses and had an accumulated
deficit of $49 million. The Company's ability to continue as a
going concern is uncertain and dependent upon its ability to
achieve profitable operations, obtain additional capital and
dependent on the continued support of its shareholders.
Management is planning to raise additional capital to finance
expected growth.  The outcome of these matters cannot be predicted
at this time.  If the Company is unable to obtain adequate
additional financing, management will be required to curtail the
Company's operations.

The Company's contractual commitments are related to the lease of
the Company's office space and operating leases for office
equipment, plus clinical and non-clinical research.  Payments
required under these agreements and leases are:

   -- pursuant to the license agreement referred to in note 12 to
      the consolidated financial statements, the Company is
      jointly responsible for development costs in excess of
      $40 million (EUR 25 million), if any.

   -- pursuant to certain People's Republic of China
      regulations, the Company's subsidiary is likely required to
      transfer certain percentages of its profit, as determined
      under the PRC accounting regulations, to certain statutory
      funds.  To date, the subsidiary has not recognized any
      statutory reserves as it has not been profitable.  Should
      the subsidiary become profitable in the future, it will be
      required to recognize these statutory accounts and
      accordingly, a portion of the subsidiary's future earnings
      will be restricted in use and not available for
      distribution.

                          Contingencies

The Company was notified in April 2005 that its appeal with the
Chinese Patent Office concerning ownership of a patent relating to
addiction withdrawal in the territory of China was not successful.
The Company is currently considering legal options and other
possible business arrangements.

WEX Pharmaceuticals Inc. is dedicated to the discovery,
development, manufacture and commercialization of innovative drug
products to treat moderate to severe acute and chronic pain,
symptom pain relief associated with addiction withdrawal from
opioid abuse and medicines designed for local anaesthesia.  The
Company's principal business strategy is to derive drugs from
naturally occurring toxins and develop proprietary products for
the Global market.  The Company's Chinese subsidiary sells generic
products manufactured at its facility in China.


WEX PHARMACEUTICALS: Unsecured Noteholders Demand Redemption
------------------------------------------------------------
WEX Pharmaceuticals Inc. (TSX:WXI) was issued early this month a
request for early redemption of its unsecured convertible
debentures in the aggregate principal amount of US$5.1 million
that were issued in June 2004 by the Company's wholly owned
subsidiary, Wex Medical Ltd., to 3 investment funds managed by a
major Asian financial institution.  The Company is currently in
discussions regarding this matter as the Institution has indicated
that it is prepared to consider other options to satisfy its
request. The Institution alleges that the Company breached certain
representations and warranties contained in the agreements in
regards to the registered ownership of the drug withdrawal patent
"Use of Amino Quinazoline Hydride Compound and its Derivative for
Abstaining from Drug Dependence". As the debentures may now be due
on demand, in accordance with Canadian generally accepted
accounting principles, for financial statement purposes they have
been reclassified as current liabilities as at June 30, 2005.
Resolution of these matters is pending the outcome of current
discussions with the Institution.

WEX Pharmaceuticals Inc. is dedicated to the discovery,
development, manufacture and commercialization of innovative drug
products to treat moderate to severe acute and chronic pain,
symptom pain relief associated with addiction withdrawal from
opioid abuse and medicines designed for local anaesthesia.  The
Company's principal business strategy is to derive drugs from
naturally occurring toxins and develop proprietary products for
the Global market.  The Company's Chinese subsidiary sells generic
products manufactured at its facility in China.


WILLIAMS SCOTSMAN: Extending Consent Solicitation Until Aug. 31
---------------------------------------------------------------
Williams Scotsman, Inc., is amending its previously announced
tender offer and consent solicitation for any and all of its
outstanding 9-7/8% Senior Notes due 2007 and for any and all of
its outstanding 10% Senior Secured Notes due 2008 by:

     (i) extending the Consent Date to 5:00 P.M., New York City
         time, on Aug. 31, 2005, unless further extended or
         terminated;

    (ii) extending the Expiration Date to 5:00 P.M., New York City
         time, on Sept. 29, 2005, unless further extended or
         terminated; and

   (iii) revising the tender offer consideration from $1,081.68 to
         $1,075.22 for each $1,000 principal amount of 10% Notes
         tendered and accepted for payment pursuant to the tender
         offer.

In addition, Williams Scotsman has amended the tender offer and
consent solicitation to grant the holders of the Notes the right:

     (i) to withdraw the validly tendered Notes effective on
         Aug. 19, 2005, which right will expire on the new Consent
         Date; and

    (ii) to withdraw the validly tendered Notes effective after
         Oct. 3, 2005, if the company extends the expiration date
         of the tender offer and consent solicitation beyond
         Oct. 3, 2005.

The total consideration for each $1,000 principal amount of 10%
Notes tendered on or prior to the Consent Date, unless extended or
earlier terminated, and accepted for payment pursuant to the
tender offer will be $1,095.22, plus accrued and unpaid interest
to, but not including, the applicable payment date.  The total
consideration will be the sum of the tender offer consideration of
$1,075.22 for each $1,000 principal amount of 10% Notes tendered
and accepted for payment pursuant to the tender offer and the
consent payment of $20.00 for each $1,000 principal amount of 10%
Notes validly tendered prior to the Consent Date and accepted for
payment, plus accrued and unpaid interest to, but not including,
the applicable payment date.  The total consideration for the 10%
Notes was determined by assuming that the 10% Notes were
repurchased at 100% of their principal amount plus a make-whole
premium based on the yield of a U.S. treasury security maturing on
or near the first redemption date for such notes (which is
Aug. 15, 2006) plus 50 basis points.

The total consideration and the tender offer consideration for the
9-7/8% Notes will not be affected.  The total consideration for
each $1,000 principal amount of 9-7/8% Notes tendered on or prior
to the Consent Date, unless extended or earlier terminated, and
accepted for payment pursuant to the tender offer will be
$1005.00, plus accrued and unpaid interest to, but not including,
the applicable payment date.  The total consideration will be the
sum of the tender offer consideration of $985.00 for each $1,000
principal amount of 9-7/8% Notes tendered and accepted for payment
pursuant to the tender offer and the consent payment of $20.00 for
each $1,000 principal amount of 10% Notes validly tendered prior
to the Consent Date and accepted for payment, plus accrued and
unpaid interest to, but not including, the applicable payment
date.

As of 5:00 P.M., New York City time, on Aug. 17, 2005, a total of
$520,035,000 in aggregate outstanding principal amount of 9-7/8%
Notes (representing approximately 94.55% of the $550,000,000 of
aggregate outstanding principal amount of 9-7/8% Notes as of 5:00
P.M., New York City time, on Aug. 17, 2005) and a total of
$148,200,000 in aggregate outstanding principal amount of 10%
Notes (representing approximately 98.80% of the $150,000,000 of
aggregate outstanding principal amount of 10% Notes as of 5:00
P.M., New York City time, on Aug. 17, 2005) had been validly
tendered and not withdrawn.

The Notes are being tendered pursuant to Williams Scotsman's Offer
to Purchase and Consent Solicitation Statement dated June 23,
2005, as amended on July 5, 2005, which more fully sets forth the
terms and conditions of the cash tender offer to purchase any and
all of the outstanding principal amount of the Notes as well as
the consent solicitation to eliminate substantially all of the
restrictive covenants and certain events of default contained in
the indentures governing the Notes.  This press release supersedes
the terms of The Williams Scotsman's Offer to Purchase and Consent
Solicitation Statement to the extent the terms contained herein
are inconsistent with the terms contained therein.

Williams Scotsman's obligation to accept for purchase any Notes
validly tendered pursuant to the tender offer and its obligation
to make consent payments for consents validly delivered on or
prior to the Consent Date are subject to:

     (i) the company having available funds sufficient to pay the
         total consideration with respect to all Notes tendered
         from the proceeds of the initial public offering of the
         common stock of Williams Scotsman International, Inc.,
         the parent of the company, a new notes offering of the
         company and/or the borrowings under its credit facility;

    (ii) the tender of a majority in principal amount of each
         class of Notes by the holders; and

   (iii) certain other customary conditions.

Deutsche Bank Securities Inc. is the Dealer Manager and
Solicitation Agent for the tender offers and consent solicitation.
Questions concerning the tender offers or consent solicitation may
be directed to Alexandra Barth, Deutsche Bank Securities Inc.
collect, at (212) 250-5655.  The Information Agent is MacKenzie
Partners, Inc.  Copies of documents may be obtained from MacKenzie
Partners, Inc., at (212) 929-5500 (collect) or toll-free at
(800) 322-2885.

Williams Scotsman, Inc., headquartered in Baltimore, Maryland, is
a provider of modular space solutions for the construction,
education, commercial and industrial, and government markets. The
company serves over 25,000 customers, operating a fleet of
approximately 97,000 modular space and portable storage units that
are leased through a network of 85 branches.  Williams Scotsman
provides delivery, installation, and other services to its leasing
customers, and sells new and used modular space products and
services.

                        *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and a recovery rating of '1' to Williams Scotsman Inc.'s
proposed five-year, $650 million secured bank facility, based on
preliminary terms and conditions.  This senior secured rating is
also placed on CreditWatch with positive implications.  When the
terms of the bank facility are finalized and the existing facility
is redeemed, Standard & Poor's will withdraw its ratings on the
company's existing credit facility.

Standard & Poor's ratings on the Baltimore, Maryland-based mobile
storage and modular building lessor, including the 'B' corporate
credit rating, remain on CreditWatch with positive implications,
where they were placed on May 2, 2005.  The CreditWatch placement
followed the S-1 filing by parent company Scotsman Holdings Inc.
for an IPO of up to $250 million.  The proceeds from the IPO,
along with a new unsecured debt offering and $650 million bank
facility, is expected to be used to redeem the company's
outstanding notes and borrowings under its existing bank
agreement.  At March 31, 2005, the company had approximately $1.0
billion in lease-adjusted debt outstanding.

"Ratings on Williams Scotsman Inc. reflect its weak financial
profile, substantial debt burden, and concerns regarding potential
covenant violations on the existing credit facility," said
Standard & Poor's credit analyst Kenneth L. Farer.  Positive
credit factors include the company's large (approximately 25%)
market share of the modular space leasing market and fairly stable
cash flow despite weak earnings.


WINN-DIXIE: Begins Store Closing Sales at 257 Locations
-------------------------------------------------------
Store closing sales have just begun at 257 selected Winn-Dixie and
SaveRite supermarkets located in Georgia, North Carolina, South
Carolina, Florida, Alabama, Virginia, Mississippi, Tennessee and
Louisiana.  Very deep discounts of 30 to 50 percent are being
offered on over $200 million worth of famous brand food and
beverages, household products and general merchandise.  All stores
are well stocked.  The discounts being offered are expected to
create tremendous customer response and the sale will end very
quickly.  Store fixtures and equipment are also being offered for
sale at attractive prices in most closing locations.

In June 2005, Winn-Dixie Stores, Inc. ("WNDXQ") said it would be
reducing its footprint from 37 Designated Market Areas (DMAs) in
the U.S. and the Bahamas to 23 DMAs.  This action is part of an
overall plan to focus on its strongest markets to enhance the
company's financial performance and position it for profitability
in the long term.

Speaking for the two companies which are conducting the sales,
Michael Keefe, Chief Executive Officer of Hilco Merchant
Resources, stated, "The selection of Hilco and Gordon Brothers to
conduct these important store closings is an affirmation of the
unparalleled expertise that our combined team has in the
supermarket sector."

Hilco Merchant Resources -- http://www.hilcomerchantresources.com/
-- provides high-yield strategic retail inventory disposition and
store closing services.  Over the years, Hilco principals have
disposed of assets valued in excess of $35 billion.  Hilco
Merchant Resources is part of the Hilco Organization, a provider
of asset valuation, acquisition, disposition and financing
services to an international marketplace through 10 specialized
business units, 400 employees and nearly 200 qualified field
consultants.

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- provides global advisory,
operating and financial services to companies at times of growth
or restructuring.  Gordon Brothers appraises, acquires and sells
a wide range of assets, including inventory, real estate,
industrial assets, accounts receivable and intellectual property.
Gordon Brothers purchases and/or sells in excess of $10 billion
in assets at original value annually and appraises over $30
billion.  The firm also provides debt financing and equity
capital to consumer products companies, and facilitates mergers
and acquisitions with strategic partners.  Gordon Brothers is
headquartered in Boston and maintains 20 offices and satellites
worldwide.

     Closing Winn-Dixie and SaveRite Store Locations

  Store
   No.     Name     Address                  City         State   ZIP
   ----   ----      -------                  ----         -----   ---
   593  Winn-Dixie  5711 Veterans  Pkwy      Adamsville     AL  35005
   529  Winn-Dixie  124 Market Center Drive  Alabaster      AL  35007
   594  Winn-Dixie  710 Academy Drive        Bessemer       AL  35022
   414  Winn-Dixie  9120 Parkway East        Birmingham     AL  35206
   417  Winn-Dixie  5201 Highway 280 South   Birmingham     AL  35242
   421  Winn-Dixie  312 Palisades Boulevard  Birmingham     AL  35209
   597  Winn-Dixie  275 Columbiana Square    Columbiana     AL  35051
   403  Winn-Dixie  1734 Second Ave SW       Cullman        AL  35055
   1909 Winn-Dixie  1000 Beltline Rd SW      Decatur        AL  35601
   523  Winn-Dixie  6523 Aaron Arnovo Drive  Fairfield      AL  35064
   519  Winn-Dixie  145 Interstate Dr.       Greenville     AL  36037
   1903 Winn-Dixie  2900-B Triana Blvd       Huntsville     AL  35805
   1904 Winn-Dixie  200 Oakwood Ave          Huntsville     AL  35801
   1908 Winn-Dixie  4800 Whitesburg Dr       Huntsville     AL  35802
   1912 Winn-Dixie  1338 Winchester Rd       Huntsville     AL  35811
   1917 Winn-Dixie  1161 Highway 72          Killen         AL  35645
   449  Winn-Dixie  2272 South Boulevard     Montgomery     AL  36116
   575  Winn-Dixie  2200 Village Drive       Moody          AL  35004
   450  Winn-Dixie  511 East Cummings Ave.   Opp            AL  36467
   432  Winn-Dixie  1206 South Highway 231   Ozark          AL  36360
   547  Winn-Dixie  2244 Hwy 31 South        Pelham         AL  35124
   404  Winn-Dixie  2010 U.S.  Hwy 280       Phoenix City   AL  36867
   415  Winn-Dixie  6730 Deerfoot Pkwy       Pinson         AL  35126
   1907 Winn-Dixie  114 Bonners Point        Roanoke        AL  36274
   423  Winn-Dixie  1225 Franklin            Troy           AL  36081
   530  Winn-Dixie  1500 Skyland Blvd E.     Tuscaloosa     AL  35405
   532  Winn-Dixie  1300 Montgomery Hwy      Vestavia       AL  35216
   2384 Winn-Dixie  1074 Montgomery Road  Altamonte Springs FL 32714
   216  Winn-Dixie  19595 State Rd 7         Boca Raton     FL  33498
   360  Winn-Dixie  23072 Sandalfoot Plaza   Boca Raton     FL 33433
   615  Winn-Dixie  1945 West Lumsden        Brandon        FL  33511
   603  Winn-Dixie  2514 McMullen Booth      Clearwater     FL  33761
   338  Winn-Dixie  4301 Hillsboro Blvd      Coconut Creek  FL  33063
   206  Winn-Dixie  10635 W Atlantic Blvd.   Coral Springs  FL  33071
   229  Winn-Dixie  4650 University Drive    Coral Springs  FL  33067
   2312 Winn-Dixie  1415 South Nova Road     Daytona Beach  FL  32114
   700  Winn-Dixie  425 South Indiana Ave    Englewood      FL  34223
   740  Winn-Dixie  18011 S. Tamiami Trail   Ft. Myers      FL  33912
   20   Winn-Dixie  3503 Archer Road         Gainesville    FL  32608
   170  Winn-Dixie  7303 N.W. 4Th Blvd.      Gainesville    FL  36607
   2202 Winn-Dixie  2675 E Gulf To Lake Hwy  Inverness      FL  34453
   73   Winn-Dixie  934 Dunn Avenue          Jacksonville   FL  32218
   2295 Winn-Dixie  4195 Lake Mary Blvd West Lake Mary      FL  32746
   2382 Winn-Dixie  155 South Orlando Avenue Maitland       FL  32751
   2663 SaveRite    1270-39 Wickham Road     Melbourne      FL  32935
   2262 Winn-Dixie  18840 New U.S.  Hwy 441  Mt. Dora       FL  32757
   731  Winn-Dixie  4929 Rattlesnake Hammock Rd. Naples     FL  34113
   739  Winn-Dixie  5010 Airport Road North  Naples         FL  34105
   752  Winn-Dixie  8615 Little Road New Port Richey        FL  34654
   320  Winn-Dixie  11241 U.S.  Hwy 1 North  Palm Beach     FL  33408
   703  Winn-Dixie  3705 Tampa Rd.           Oldsmar        FL  34677
   2282 Winn-Dixie  12351 S Orange Blossom   Orlando        FL 32837
   2391 Winn-Dixie  4161 Town Center Blvd    Orlando        FL 32837
   2294 Winn-Dixie  3053 Aloma Avenue        Oviedo         FL 32765
   2375 Winn-Dixie  1680 E. McCuloch         Oviedo         FL 32765
   604  Winn-Dixie  1800 U.S.  301 N         Palmetto       FL 34221
   227  Winn-Dixie  18455 Pines Blvd         Pembroke Pines FL  33029
   2361 Winn-Dixie  10330 South Federal Hwy. Port St. Lucie FL 34952
   2316 Winn-Dixie  624 Barnes Blvd.         Rockledge      FL  32955
   2240 Winn-Dixie  4058 13Th St             St. Cloud      FL  34769
   620  Winn-Dixie  850 3Rd Ave S.           St. Petersburg FL  33701
   634  Winn-Dixie  5715 Gunn Hwy            Tampa          FL  33625
   636  Winn-Dixie  8702 Hunter Lake Drive   Tampa          FL  33647
   2661 SaveRite    1601 W Kennedy Blvd.     Tampa          FL  33606
   716  Winn-Dixie  1971 State Road 60       Valrico        FL  33594
   734  Winn-Dixie  3236 Lithia Pinecrest Rd Valrico        FL  33594
   748  Winn-Dixie  5351 Village Market Wesley Chapel       FL  33543
   223  Winn-Dixie  6901 W. Okeechobee Blvd. West Palm Beach FL 33411
   2200 Winn-Dixie  4008 Winter Garden Vineland Winter Garden FL34787
   2293 Winn-Dixie  5465 Lake Howell Road    Winter Park    FL  32792
   181  Winn-Dixie  714 4Th Street           Adel           GA  31620
   1827 Winn-Dixie  2415 Jefferson Road      Athens         GA  30605
   1834 Winn-Dixie  4066 Lexington Highway   Athens         GA  30531
   2703 SaveRite   3050H Martin Luther King Jr. Dr Atlanta  GA 30013
   2726 SaveRite   2020 Howell Mill Rd       Atlanta        GA  30318
   1007 Winn-Dixie  1763 Gordon Hwy          Augusta        GA  30904
   1020 Winn-Dixie  207 Robert C Daniel Pkwy Augusta        GA  30901
   133  Winn-Dixie  106 East Parker St.      Baxley         GA  31513
   2732 SaveRite   929 Joe Frank Harris Parkway Cartersville GA 30120
   2704 SaveRite   4489 Ga. Hwy 20 South     Conyers        GA  30236
   2724 SaveRite   1591 Ga. Hwy 20 North     Conyers        GA  30012
   1851 Winn-Dixie  1145 Highway 441 North   Cornelia       GA  30721
   2719 SaveRite   2985 Villa Rica Hwy       Dallas         GA  30188
   1860 Winn-Dixie  2518 Cleveland Hwy       Dalton         GA  30655
   178  Winn-Dixie  1312 S. Madison Ave.     Douglas        GA  31533
   2714 SaveRite   6625 Hiram-Douglasville Hwy Douglasville GA  30043
   2737 SaveRite   2116 Fairburn Rd          Douglasville   GA  30135
   1023 Winn-Dixie  1000 East Franklin St.   Hartwell       GA  30643
   158  Winn-Dixie  147 W. Hendry Street     Hinesville     GA  31313
   14   Winn-Dixie  440 W. Cherry St.        Jesup          GA  31545
   2705 SaveRite   8777 Tara Blvd.           Jonesboro      GA  30127
   2722 SaveRite   1200 Barrett Parkway      Kennesaw       GA  30087
   1807 Winn-Dixie  1750 Vernon St.          Lagrange       GA  31061
   1998 Winn-Dixie  908 Hoganville Rd        Lagrange       GA  30281
   2715 SaveRite 1404 Lawrenceville Suwanee Rd Lawrenceville GA 30180
   2734 SaveRite   1575 Lawrenceville Hwy    Lawrenceville  GA 30044
   2735 SaveRite   850 Dogwood Rd            Lawrenceville  GA  30044
   2713 SaveRite   4801 Lawrenceville Hwy.   Lilburn        GA  30134
   2738 SaveRite   3590 Panola Road          Lithonia       GA  30058
   2742 SaveRite   8000 Rockbridge Rd        Lithonia       GA  30058
   2729 SaveRite   3101 Roswell Rd           Marietta       GA  30062
   1284 Winn-Dixie  4487 Columbia Rd         Martinez       GA  30907
   1289 Winn-Dixie  366 Fury's Ferry Rd      Martinez       GA  30240
   2707 SaveRite   110 South Cedar Street    McDonough      GA  30263
   42   Winn-Dixie  830 E. Oak Street        McRae          GA  31055
   1826 Winn-Dixie  1850 North Columbia St.  Milledgeville  GA  30607
   1872 Winn-Dixie  150 Hwy 138              Monroe         GA  30240
   2709 SaveRite   3121 Highway 34 East      Newman         GA  30274
   2706 SaveRite   4331 Brownsville Road     Powder Springs GA  30253
   2711 SaveRite   6335 Hwy 85               Riverdale      GA  30047
   408  Winn-Dixie  648-S Harris St.         Sandersville   GA  31082
   2708 SaveRite   2350 Spring Road          Smyrna         GA  30080
   147  Winn-Dixie  602 Brannen Street       Statesboro     GA  30458
   2701 SaveRite   3701 Walt Stephens Rd     Stockbridge    GA  30281
   2728 SaveRite   2600 Ga. Hwy 138          Stockbridge    GA  30281
   2702 SaveRite   4100 Redan Road     Stone Mountain       GA  30311
   2723 SaveRite   5755 Rockbridge Rd  Stone Mountain       GA  30087
   57   Winn-Dixie  2830 East Pinetree Blvd  Thomasville    GA  31792
   1243 Winn-Dixie  1014 Augusta Road Se     Thomson        GA  30824
   55   Winn-Dixie  312 E. 1 St Street       Vidalia        GA  30474
   2716 SaveRite   64 W. Bankhead Hwy        Villa Rica     GA  30132
   188  Winn-Dixie  1912 Memorial Dr.        Waycross       GA  31501
   2721 SaveRite   9105 Hickory Flat Hwy.    Woodstock      GA  30144
   1466 Winn-Dixie  280 Main Street          Baker          LA  70714
   1458 Winn-Dixie  5963 Plank Road          Baton Rouge    LA  70805
   1578 Winn-Dixie  12250 Plank Road         Baton Rouge    LA  70811
   1585 Winn-Dixie  5355 Government Street   Baton Rouge    LA  70806
   1544 Winn-Dixie  805 Shirley Road         Bunkie         LA  71322
   1589 Winn-Dixie  402 S. Range Ave.        Denham Springs LA  70726
   1442 Winn-Dixie  3439 Hwy. 1 South        Donaldsonville LA  70346
   1587 Winn-Dixie  209 S. Airline Hwy.      Gonzales       LA  70737
   1468 Winn-Dixie  1218 St. Charles         Houma          LA  70360
   1469 Winn-Dixie  1815 Prospect Street     Houma          LA  70364
   1551 Winn-Dixie  2723 West Pinhook        Lafayette      LA  70506
   1541 Winn-Dixie  241 Tunica Village Sc    Marksville     LA  71351
   1455 Winn-Dixie  1150 West St. Peter St.  New Iberia     LA  70560
   1566 Winn-Dixie  4617 Shreveport Hwy.     Pineville      LA  71360
   1556 Winn-Dixie  375 Canal Blvd.          Thibodaux      LA  70301
   1306 Winn-Dixie  5653 Hwy 25              Brandon        MS  39042
   1413 Winn-Dixie  1070 Spillway Circle     Brandon        MS  39047
   1402 Winn-Dixie  107 Hwy 80 East          Clinton        MS  39056
   1346 Winn-Dixie  476 W. 3rd Street        Forest         MS  39074
   1305 Winn-Dixie  2526 Robinson Rd.        Jackson        MS  39209
   1350 Winn-Dixie  6240 Old Canton Road.    Jackson        MS  39211
   2620 SaveRite   1770 Ellis Ave            Jackson        MS  39204
   2627 SaveRite   3188 W. Northside Dr.     Jackson        MS  39213
   2629 SaveRite   5320 I-55 North           Jackson        MS  39211
   1331 Winn-Dixie  2339 Hwy 15 North        Laurel         MS  39440
   1372 Winn-Dixie  1022 Hwy 51 North        Madison        MS  39110
   1360 Winn-Dixie  705 Hwy 49 Bypass        Magee          MS  39111
   1337 Winn-Dixie  1209 Delaware Ave        Mc Comb        MS  39648
   583  Winn-Dixie  915 Hwy 19 North         Meridian       MS  39301
   573  Winn-Dixie  3501 Denny Ave           Pascagoula     MS  39581
   1358 Winn-Dixie  420 West Beach Blvd.     Pass Christian MS  39571
   2624 SaveRite   2080 South Frontage Rd.   Vicksburg      MS  39180
   809  Winn-Dixie  1210 Laura Village Drive Apex           NC  27502
   2055 Winn-Dixie  6404 Wilkinson Blvd.     Belmont        NC  28012
   1034 Winn-Dixie  245 Rosman Hwy           Brevard        NC  28712
   803  Winn-Dixie  1393 Kildaire Farm Road  Cary           NC  27511
   2001 Winn-Dixie  5300 Sunset Road         Charlotte      NC  28269
   2002 Winn-Dixie  3122 Eastway Drive       Charlotte      NC  28205
   2006 Winn-Dixie  1526 Alleghany Road      Charlotte      NC  28208
   2024 Winn-Dixie  10215 University City Blvd. Charlotte   NC  28213
   2101 Winn-Dixie  11108 S Tryon St         Charlotte      NC  28273
   2106 Winn-Dixie  8322 Pineville Mathews Rd.  Charlotte   NC  28226
   923  Winn-Dixie  11407 U.S.  70 West      Clayton        NC  27520
   2056 Winn-Dixie  3146 Dallas Highway      Dallas         NC  28034
   915  Winn-Dixie  2000 Avondale Dr         Durham         NC  27704
   2103 Winn-Dixie  7720 NC HWY 770          Eden           NC  27288
   882  Winn-Dixie  690 Reily Road           Fayetteville   NC  28304
   883  Winn-Dixie  5701 Yadkin Rd.          Fayetteville   NC  28303
   884  Winn-Dixie  600 Cedar Creek Road     Fayetteville   NC  28301
   1290 Winn-Dixie  273 Franklin Plaza Dr    Franklin       NC  28734
   908  Winn-Dixie  1352 N Main Street       Fuquay-Varina  NC  27526
   2084 Winn-Dixie  2970 S. New Hope Road    Gastonia       NC  28056
   912  Winn-Dixie  2441 U.S.  117 S.        Goldsboro      NC  27530
   918  Winn-Dixie  211 N. Berkeley Blvd.    Goldsboro      NC  27534
   2049 Winn-Dixie  1421 E. Cone Blvd.       Greensboro     NC  27405
   2066 Winn-Dixie  1003 West Main Street    Haw River      NC  27258
   804  Winn-Dixie  1520 Dabney Drive        Henderson      NC  27536
   2070 Winn-Dixie  2449 North Center Street Hickory        NC  28601
   2031 Winn-Dixie  2620 South Main Street   High Point     NC  27263
   2048 Winn-Dixie  950 South Cannon Blvd.   Kannapolis     NC  28083
   2081 Winn-Dixie  U.S.  74/ Spring Street  Kings Mountain NC  28086
   890  Winn-Dixie  7132 U.S. Highway 64, E. Knightdale     NC  27545
   2180 Winn-Dixie  2025 Morganton Blvd      Lenoir         NC  28645
   2015 Winn-Dixie  U.S. Hwy 64 W. Lexington Lexington      NC  27292
   2099 Winn-Dixie  2620 East Main Street    Lincolnton     NC  28092
   807  Winn-Dixie  115 S. Bickett Blvd      Louisburg      NC  27549
   2096 Winn-Dixie  124 New Market Madison   Madison        NC  27025
   2082 Winn-Dixie  315 N. Main Street       Marion         NC  28752
   2062 Winn-Dixie  1020 Mebane Oak Rd       Mebane         NC  27302
   2095 Winn-Dixie  111 Independence Blvd    Morganton      NC  28655
   2196 Winn-Dixie  421-A Bypass N.          Wilkesboro     NC  28659
   2079 Winn-Dixie  425 West A. Street       Newton         NC  28658 903
Winn-
Dixie  1514 Garner Station Blvd Raleigh        NC  27603
   888  Winn-Dixie  1120 E. Tenth Street     Roanoke Rapids NC  27870
   2045 Winn-Dixie  1206 Rockingham Road     Rockingham     NC  28379
   2032 Winn-Dixie  710 Jake Alexander Blvd. Salisbury      NC  28145
   2036 Winn-Dixie  908 N. Salisbury G.Q Ave Salisbury      NC  28146
   827  Winn-Dixie  2412 S Horner Blvd       Sanford        NC  27330
   847  Winn-Dixie  1133 Spring Lane         Sanford        NC  27330
   2052 Winn-Dixie  301 Earl Road            Shelby         NC  28150
   2108 Winn-Dixie  4400 Potter Road         Stallings      NC  28104
   2087 Winn-Dixie  109 E Dallas Rd          Stanley        NC  28164
   2029 Winn-Dixie  1650 East Broad Street   Statesville    NC  28677
   2019 Winn-Dixie  1033 Randolph Street     Thomasville    NC  27360
   811  Winn-Dixie  931 Durham Road Wake     Forest         NC  27587
   2112 Winn-Dixie  3008 Old Hollow Road     Walkertown     NC  27051
   1249 Winn-Dixie  99 Waynesville Plaza     Waynesville    NC  28786
   2025 Winn-Dixie  189 Hickory Tree Road    Winston Salem  NC  27107
   808  Winn-Dixie  506 W Gannon Ave         Zebulon        NC  27597
   1232 Winn-Dixie  1407 North Main St       Abbeville      SC  29620
   1008 Winn-Dixie  1048 York Street N       Aiken          SC  29801
   1015 Winn-Dixie  1475  Pearman Dairy Road Anderson       SC  29621
   1203 Winn-Dixie  1520 East Greenville St  Anderson       SC  29621
   1086 Winn-Dixie  320 Robert Smalls Parkway Beaufort      SC  29901
   1095 Winn-Dixie  136 Sea Island Parkway   Beaufort       SC  29902
   1016 Winn-Dixie  605 S. Main Street Unit 6 Belton        SC  29627
   1092 Winn-Dixie  3655 Rivers Ave          Charleston     SC  29405
   2177 Winn-Dixie  599 Lancaster Road       Chester        SC  29706
   1242 Winn-Dixie  500-1 Old Greenville Hwy Clemson        SC  29631
   1238 Winn-Dixie  2768 Decker Blvd         Columbia       SC  29206
   1225 Winn-Dixie  700 Main Street          Duncan         SC  29334
   1223 Winn-Dixie  6101 Calhoun Memorial Hwy Easley        SC  29640
   1269 Winn-Dixie  110 Wilkinsville Hwy     Gaffney        SC  29340
   1084 Winn-Dixie  951 Grove Road           Greenville     SC  29605
   1297 Winn-Dixie  642 Sulphur Springs Rd   Greenville     SC  29617
   1258 Winn-Dixie  315 Bypass 72            Greenwood      SC  29646
   1259 Winn-Dixie  2551 U.S.  25 South      Greenwood      SC  29646
   1055 Winn-Dixie  805 W.Wade Hampton Blvd. Greer          SC  29651
   1036 Winn-Dixie  507 N Caroline St        Laurens        SC  29360
   1003 Winn-Dixie  401 W Martintown Rd N.   Augusta        SC  29841
   1005 Winn-Dixie  135 Market Plaza Drive N. Augusta       SC  29841
   1077 Winn-Dixie  1820 Wilson Road         Newberry       SC  29108
   1076 Winn-Dixie  1481 Chestnut Drive      Orangeburg     SC  29115
   1244 Winn-Dixie  529 Hampton Avenue       Pickens        SC  29671
   2151 Winn-Dixie  1401 E Main Street       Rock Hill      SC  29730
   2155 Winn-Dixie  1787 Cherry Road         Rock Hill      SC  29730
   2157 Winn-Dixie  933 Heckle Blvd          Rock Hill      SC  29730
   2159 Winn-Dixie  4124 Celanese Road       Rock Hill      SC  29730
   1049 Winn-Dixie  1561 W Hwy 123           Seneca         SC  29678
   1256 Winn-Dixie  895 Springfield Road     Spartanburg    SC  29303
   1264 Winn-Dixie  1529 Reidville Road      Spartanburg    SC  29301
   2165 Winn-Dixie  325 W. Wesmark Blvd.     Sumter         SC  29153
   1057 Winn-Dixie  21 Roe Road              Travelers Rest SC  29690
   1255 Winn-Dixie  441 N Duncan Bypass      Union          SC  29379
   1004 Winn-Dixie  512 Robertson Blvd       Walterboro     SC  29488
   1235 Winn-Dixie  675 Main Street          West Columbia  SC  29170
   1098 Winn-Dixie  134 Foothills Drive      West Union     SC  29696
   1220 Winn-Dixie  1049 East Main Street    Westminster    SC  29693
   1018 Winn-Dixie  21 Pelzer Ave            Williamston    SC  29697
   1936 Winn-Dixie  8644 East Brainerd       Chattanooga    TN  37403
   1935 Winn-Dixie  9408 Apison Pike         Collegedale    TN  37315
   1942 Winn-Dixie  8530 Hixson Pike         Hixson         TN  37343
   1933 Winn-Dixie  11150 Dayton Pike        Soddy Daisy    TN  37379
   956  Winn-Dixie  50 South Airport Dr     Highland Springs VA 23075

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: U.S. Trustee Appoints 5-Member Equity Holders' Panel
----------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21,
appoints five parties willing to serve on the Official
Committee of Equity Security Holders in Winn-Dixie Stores, Inc.,
and its debtor-affiliates' chapter 11 cases:

       1. Brandes Investment Partners, L.P.
          Profit Sharing Plan
          c/o Mr. Greg Rippel
          11988 El Camino Real, Ste. 500
          San Diego, CA 92130
          Telephone No.: (858) 523-3433
          Facsimile No.: (858) 755-0916
          E-Mail: greg.rippel@brandes.com

       2. Houston N. Maddox
          2910 Park Avenue
          Wilmington, NC 28403
          Telephone No.: (910) 762-5151
          Facsimile No.: (910) 452-0246 (office depot)
          E-Mail: None

       3. Poul Madsen
          16108 6th St E.
          Reddington Beach, FL 33708
          Telephone No.: (727) 391-7396
          Facsimile No.: None
          E-mail: Jews2222@verizon.net

       4. Michael Nakonechny
          114 S. Pine St.
          Elverson, PA 19520
          Telephone No.: (610) 286-0889
          Facsimile No.: (610) 286-5996
          E-mail: None

       5. Kenneth M. Thomas
          1017 Topsail Dr.
          Vallejo, CA 94591
          Telephone No.: (707) 553-9817
          Facsimile No.: (707) 553-9817
          E-mail: Thomasrltr@sbcglobal.net

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Extend Plan Filing Period to Dec. 19
---------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to further
extend their exclusive periods to:

   -- file a plan of reorganization to Dec. 19, 2005; and
   -- solicit acceptances of that plan to Feb. 20, 2006.

According to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, the Exclusive Periods are intended to
afford the Debtors a full and fair opportunity to rehabilitate
their businesses and to negotiate and propose one or more
reorganization plans without the disruption and deterioration of
their businesses that might be caused by the filing of competing
plans of reorganization by non-debtor parties.

Mr. Baker relates that the Debtors have made significant progress
towards rehabilitation since the Petition Date.  The Debtors are
seeking to further extend their Exclusive Periods to afford them
the time necessary to commence the process of negotiating a plan
of reorganization.

Since the Petition Date, the Debtors have made significant
progress in their Chapter 11 cases, including:

    (a) Early on, the Debtors' management focused on stabilizing
        the Debtors' businesses and responding to the many
        time-consuming demands that inevitably accompany the
        commencement of a Chapter 11 case;

    (b) The Debtors obtained approval of the various first-day
        motions filed and have taken necessary steps to implement
        the authorizations granted by those orders;

    (c) The Debtors obtained final approval and implemented the
        closing of an $800 million debtor-in-possession financing
        facility;

    (d) The Debtors received over 485 reclamation demands
        asserting aggregate claims of approximately $125 million.
        The Debtors reached a consensual resolution of reclamation
        procedures to be applied in their Chapter 11 cases;

    (e) The Debtors resolved the vast majority of the about 140
        "PACA" claims totaling approximately $30 million, with
        less than eight claims to be reconciled with the vendors;

    (f) The Debtors have complied with the various reporting
        requirements imposed by the United States Trustee,
        including the submission of initial and monthly reports;

    (g) The Debtors have prepared and filed statements of
        financial affairs and schedules of assets, liabilities and
        contracts consistent with the Bankruptcy Code and
        Bankruptcy Rules;

    (h) The Debtors have complied with due diligence requests from
        the Official Committee of Unsecured Creditors, turning
        over documents for review by advisors to the Committee;

    (i) The Debtors obtained Court approval to extend the time
        period to September 19, 2005, for assuming or rejecting
        unexpired leases of non-residential real property.  The
        Debtors have continued reviewing their hundreds of
        remaining unexpired non-residential real property leases;

    (j) The Debtors have sought authority to reject approximately
        82 unexpired executory contracts and unexpired leases
        relating to personal property and services.  The Debtors
        are continuing to analyze their hundreds of remaining
        executory contracts and unexpired leases;

    (k) The Debtors have obtained a Court order establishing an
        August 1, 2005, bar date for filing proofs of claim.  As
        of August 1, 2005, the Debtors' claims agent had received
        approximately 10,500 proofs of claim;

    (l) The Debtors are preparing to commence the process of
        reconciling claims and, as part of that process, will be
        asking the Court to approve settlement procedures for
        personal injury and other litigation claims;

    (m) The Debtors have obtained approval to sell several assets
        including:

        (1) two company airplanes for a total of $32 million;

        (2) the pharmaceutical prescriptions and related inventory
            at approximately 140 stores that were targeted for
            closure; and

        (3) leases, equipment and inventory from three previously
            closed stores to Food Lion, LLC.

        Additionally, the Debtors have sought authority to sell
        certain de minimis assets, like vehicles, equipment, store
        displays and machinery; and

    (n) The Debtors, who depend on about 800 utility companies,
        have negotiated resolutions with certain utility companies
        that made adequate assurance requests or made demands on
        bonds which secured the payment of prepetition utility
        services to the Debtors.  The Debtors are continuing to
        negotiate or litigate with other utility companies as to
        adequate assurance issues.

Perhaps most significantly, Mr. Baker notes, the Debtors have
also focused substantial attention on the formulation and
implementation of a market area reduction program that is
expected to result in the sale or closure of 326 stores.  This
Footprint Process is now well underway.

However, because of the size and complexity of their Chapter 11
cases, the Debtors believe that, even if they continue to make
substantial progress in their proceedings, it is likely that they
will need to request a further extension of their Exclusive
Periods.

Mr. Baker asserts that terminating the Exclusive Periods at this
time would encourage the development of competing multiple plans
that could lead to unwarranted confrontations, litigation and
increased administrative costs.

"The Debtors deserve and should be afforded a full and fair
opportunity to commence the process of negotiating a chapter 11
plan that builds on the significant reorganization progress made
to date and benefit from the undertakings planned for the next
several months," Mr. Baker says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WISE METALS: S&P Junks $150 Million Senior Secured Notes' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wise Metals Group LLC to 'B-' from 'B' and lowered its
rating on the company's $150 million senior secured notes due 2012
to 'CCC+' from 'B-'.  The outlook on the company is negative.  The
Linthicum, Maryland-based manufacturer of aluminum can sheet had
$270 million in total debt at June 30, 2005.

"The downgrade reflects the company's weak financial performance,
higher-than-expected debt levels, very thin liquidity, and poor
credit metrics," said Standard & Poor's credit analyst Paul
Vastola.  "Wise has experienced continued cost pressures from
rising natural gas prices and coatings costs and could face
further cost as it has some exposure to spiking power and natural
gas costs."

Wise Metals is expected to take actions soon to improve its
availability under its revolving credit facility through working
capital reductions and obtaining an increase in its revolving
credit facility from its banks.

Wise Metals' business risk is heightened by its concentration of
operations at a single facility, the 1.1 billion-pound capacity
Listerhill plant in Muscle Shoals, Alabama.  The facility accounts
for about 15% of U.S. aluminum-can rolling mill capacity.  Wise
Metals also competes with substantially larger and financially
stronger rivals.

"Ratings on Wise Metals could be lowered again if the company is
unsuccessful in its efforts to improve its liquidity or is unable
to offset the impact of persistent challenging market conditions
that result in further deterioration in its already poor financial
performance," Mr. Vastola said.


WORLDCOM INC: Two Officers Dispose of 8,337 Shares of Common Stock
------------------------------------------------------------------
In separate filings with the Securities and Exchange Commission
on August 5, 2005, two officers of MCI, Inc., disclose that they
recently sold or otherwise disposed of their shares of common
stock in the Company:

                                   No. of             Amount of
                                   Shares             Securities
Officer         Designation       Disposed    Price   Now Owned
--------        -----------       --------    -----   ----------
Blakely,        Exec. VP
Robert T.       and CFO            1,324     $25.53      266,481

Capellas,       President and
Michael D.      CEO                7,013      25.53    1,070,001

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)


XYBERNAUT CORP: Taps Boardroom Specialist as Restructuring Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave Xybernaut Corporation and its debtor-affiliate permission to
employ Boardroom Specialist, LLC, as their restructuring advisor
and consultant.

Boardroom Specialist will:

   1) review the Debtors' operations, capital structure, business
      plan, customer relations and sales and marketing;

   2) advise the Debtors with regards to communalizations,
      negotiations and presentations to creditors, shareholders,
      vendors and other parties-in-interest;

   3) assist and advise the Debtors in evaluating their strategic
      alternatives and business plan, including the level of
      execution of the business plan and its integration into
      their restructuring efforts; and

   4) provide all other financial and restructuring advisory and
      consulting services to the Debtors that are necessary in
      their chapter 11 cases.

Alfred F. Fasola, a Principal of Boardroom Specialist, disclosed
that his Firm received a $146,800.53 retainer.

Mr. Fasola reports that Boardroom Specialist will charge the
Debtors $2,500 per day for its services.

Boardroom Specialist assures the Court that it does not represent
any interest materially adverse to the Debtors or their estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


YUKOS OIL: Court Allows Fulbright & Jaworski's $3 Mil. Fees
-----------------------------------------------------------
Fulbright & Jaworski L.L.P. sought and obtained the U.S.
Bankruptcy Court for the Southern District of Texas' approval to
allow its fees and expenses, totaling $3,045,925:

    * professional fees for $2,611,845 for professional services
      rendered for the period December 14, 2004, through
      February 28, 2005; and

    * reasonable and necessary expenses for $434,080.

As previously reported in the Troubled Company Reporter on May 10,
2005, Zack A. Clement, Esq., at Fulbright & Jaworski, L.L.P., in
Houston, Texas, reminds the Court that the firm quickly developed
a primary strategy to deal with the Yukos Oil Company's case.
Fulbright & Jaworski tried to:

    (a) enforce the automatic stay to stop the tax sale and
        possible future similar tax sales of other assets;

    (b) refer the Russian Government Tax Claim dispute to an
        international arbitration; and

    (c) confirm a Plan of Reorganization that hopes for the best
        -- reorganization as a going concern -- and prepares
        simultaneously for the worst -- continued dismemberment by
        the Russian Government -- necessitating a Litigation Trust
        to continue pursuing causes of action to recover
        recompense for the dismemberment.

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)


* Alec P. Ostrow Serves as Panelist at ABI Mid-Atlantic Conference
------------------------------------------------------------------
Alec P. Ostrow, a shareholder at Stevens & Lee, participated as a
panelist at the American Bankruptcy Institute's Mid-Atlantic
Conference held August 5-6 in Cambridge, MD.

Mr. Ostrow addressed the topic of professional retention,
including issues of eligibility for general and special retention,
professional responsibility, redundancy of representation and
bankruptcy court jurisdiction for professional malpractice.
Fellow panelists included Judge Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the Western District of Pennsylvania and
Region 3 U.S. Trustee Kelly Stapleton.

Mr. Ostrow concentrates his practice in bankruptcy, corporate
reorganization, creditors' rights and commercial litigation.  He
is an adjunct professor for St. John's University School of Law
LL.M. Bankruptcy Program.

Mr. Ostrow recently was named a Fellow by the American College of
Bankruptcy.  He is a member of the Panel of Mediators for the
United States Bankruptcy Court for the Southern District of New
York and is Co-Chair of the Real Estate Committee for the American
Bankruptcy Institute.  He also is a member of The Association of
the Bar of the City of New York, the New York State Bar
Association and the New York County Lawyers Association.

Mr. Ostrow is fluent in Spanish and French.  He lectures and
writes articles on various bankruptcy law issues.  He received a
J.D. from the New York University School of Law (1980) and an
A.B., magna cum laude, from Dartmouth College (1977).

                    About Stevens & Lee

Stevens & Lee is a professional services firm of approximately 180
lawyers and over 40 business and consulting professionals.  The
firm represents clients throughout the Mid-Atlantic region and
across the country from offices in the following locations:
Reading, Harrisburg, Lancaster, Philadelphia, Valley Forge, the
Lehigh Valley, Scranton and Wilkes-Barre, Pennsylvania; Princeton
and Cherry Hill, New Jersey; Wilmington, Delaware; and New York
City.


* BOND PRICING: For the week of Aug. 15 - Aug. 19, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  01/15/04     0
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     2
AHI-DFLT 07/05                         8.625%  10/01/07    58
Allegiance Tel.                       11.750%  02/15/08    28
Allegiance Tel.                       12.875%  05/15/08    28
Amer & Foregn Pwr                      5.000%  03/01/30    73
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.379%  05/23/16    72
American Airline                       8.390%  01/02/17    72
American Airline                      10.180%  01/02/13    72
American Airline                      10.680%  03/04/13    65
American Airline                      11.000%  05/06/15    69
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              9.750%  08/15/21    73
AMR Corp.                              9.800%  10/01/21    69
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    61
AMR Corp.                             10.000%  04/15/21    71
AMR Corp.                             10.200%  03/15/20    72
AMR Corp.                             10.450%  03/10/11    63
AMR Corp.                             10.550%  03/12/21    72
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    65
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    55
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06     5
Asarco Inc.                            7.875%  04/15/13    57
Asarco Inc.                            8.500%  05/01/25    54
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    32
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    20
Atlantic Coast                         6.000%  02/15/34    14
Atlas Air Inc.                         8.770%  01/02/11    57
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    70
B&G Foods Hldg.                       12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    62
Calpine Corp.                          4.750%  11/15/23    66
Calpine Corp.                          7.750%  04/15/09    63
Calpine Corp.                          7.875%  04/01/08    68
Calpine Corp.                          8.500%  07/15/10    74
Calpine Corp.                          8.500%  02/15/11    64
Calpine Corp.                          8.625%  08/15/10    63
Calpine Corp.                          8.750%  07/15/13    72
Calpine Corp.                          9.875%  12/01/11    75
CapitalSource                          3.500%  07/15/34    75
Cell Therapeutic                       5.750%  06/15/08    71
Cellstar Corp.                        12.000%  01/15/07    72
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Inc.                      5.875%  11/16/09    68
Charter Comm Inc.                      5.875%  11/16/09    66
Charter Comm Hld                       9.625%  11/15/09    75
Charter Comm Hld                      10.000%  05/15/11    73
Charter Comm Hld                      10.250%  01/15/10    74
Ciphergen                              4.500%  09/01/08    72
Collins & Aikman                      10.750%  12/31/11    36
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Comprehens Care                        7.500%  04/15/10    23
Conseco Inc.                           9.000%  10/15/06     0
Covad Communication                    3.000%  03/15/24    69
Cray Inc.                              3.000%  12/01/24    59
Cray Research                          6.125%  02/01/11    41
Curagen Corp.                          4.000%  02/15/11    74
Curagen Corp.                          4.000%  02/15/11    74
Delco Remy Intl                        9.375%  04/15/12    67
Delco Remy Intl                       11.000%  05/01/09    70
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.299%  09/18/06    58
Delta Air Lines                        7.700%  12/15/05    26
Delta Air Lines                        7.711%  09/18/11    59
Delta Air Lines                        7.779%  11/18/05    41
Delta Air Lines                        7.779%  01/02/12    43
Delta Air Lines                        7.900%  12/15/09    16
Delta Air Lines                        7.920%  11/18/10    58
Delta Air Lines                        8.000%  06/03/23    16
Delta Air Lines                        8.270%  09/23/07    51
Delta Air Lines                        8.300%  12/15/29    14
Delta Air Lines                        8.540%  01/02/07    63
Delta Air Lines                        8.540%  01/02/07    36
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.540%  01/02/07    60
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        9.000%  05/15/16    14
Delta Air Lines                        9.200%  09/23/14    29
Delta Air Lines                        9.250%  03/15/22    14
Delta Air Lines                        9.320%  01/02/09    50
Delta Air Lines                        9.375%  09/11/07    56
Delta Air Lines                        9.750%  05/15/21    15
Delta Air Lines                        9.875%  04/30/08    69
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/09    26
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    17
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    19
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    15
Delta Air Lines                       10.375%  12/15/22    16
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    41
Delta Air Lines                       10.790%  03/26/14    17
Delphi Auto System                     7.125%  05/01/29    74
Delphi Trust II                        6.197%  11/15/33    60
Dura Operating                         9.000%  05/01/09    70
Eagle-Picher Inc.                      9.750%  09/01/13    75
Edison Brothers                       11.000%  09/26/07     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     3
Exodus Comm. Inc.                      5.250%  02/15/08     0
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North Am.                      9.875%  03/01/14    73
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    27
Fibermark Inc.                        10.750%  04/15/11    68
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    42
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    24
Foamex L.P.                           13.500%  08/15/05    25
Ford Motor Co.                         6.625%  02/15/28    75
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    74
Gateway Inc.                           2.000%  12/31/11    72
GMAC                                   5.900%  01/15/19    72
GMAC                                   5.900%  01/15/19    75
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.050%  10/15/19    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    70
Graftech Int'l                         1.625%  01/15/24    72
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth                         9.625%  03/15/06    37
Holt Group                             9.750%  01/15/06     0
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    42
Intermet Corp.                         9.750%  06/15/09    44
Iridium LLC/CAP                       10.875%  07/15/05    20
Iridium LLC/CAP                       11.250%  07/15/05    20
Iridium LLC/CAP                       13.000%  07/15/05    20
Iridium LLC/CAP                       14.000%  07/15/05    20
Kaiser Aluminum & Chem.               12.750%  02/01/03     7
Kellstorm Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    72
Kmart Corp.                            9.780%  01/05/20    64
Kmart Funding                          8.800%  07/01/10    35
Kmart Funding                          9.440%  07/01/18    68
Lehman Bros. Hldg                      7.500%  09/03/05    55
Level 3 Comm. Inc.                     2.875%  07/15/10    55
Level 3 Comm. Inc.                     5.250%  12/15/11    68
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Level 3 Comm. Inc.                     6.000%  03/15/10    56
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    62
Macsaver Financl                       7.875%  08/01/03     2
Mississippi Chem                       7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    50
MSX Intl. Inc.                        11.375%  01/15/08    64
Natl Steel Corp.                       8.375%  08/01/06     2
Natl Steel Corp.                       9.875%  03/01/09     1
New World Pasta                        9.250%  02/15/09     8
Nexprise Inc.                          6.000%  04/01/07     0
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific Railway               3.000%  01/01/47    61
Northwest Airlines                     7.068%  01/02/16    68
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    44
Northwest Airlines                     7.626%  04/01/10    54
Northwest Airlines                     7.670%  01/02/15    70
Northwest Airlines                     7.691%  04/01/17    70
Northwest Airlines                     7.875%  03/15/08    40
Northwest Airlines                     7.950%  03/01/15    64
Northwest Airlines                     8.070%  01/02/15    40
Northwest Airlines                     8.130%  02/01/14    43
Northwest Airlines                     8.700%  03/15/07    44
Northwest Airlines                     8.875%  06/01/06    61
Northwest Airlines                     9.875%  03/15/07    45
Northwest Airlines                    10.000%  02/01/09    40
Northwest Airlines                    10.500%  04/01/09    35
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    54
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    28
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       10.630%  10/01/08    69
O'Sullivan Ind.                       13.375%  10/15/09    21
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                     12.375%  08/01/06    37
Pegasus Satellite                     12.500%  08/01/07    37
Pen Holdings Inc.                      9.875%  06/15/08    62
Pixelworks Inc.                        1.750%  05/15/24    60
Pliant Corp.                          13.000%  06/01/10    70
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                        11.500%  02/15/06     0
Primedex Health                       11.500%  06/30/08    49
Primus Telecom                         3.750%  09/15/10    27
Primus Telecom                         5.750%  02/15/07    40
Primus Telecom                         8.000%  01/15/14    60
Primus Telecom                        12.750%  10/15/09    49
Radnor Holdings                       11.000%  03/15/10    64
Raintree Resorts                      13.000%  12/01/04    13
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    47
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    28
Reliance Group Holdings                9.750%  11/15/03     2
Salton Inc.                           10.750%  12/15/05    75
Salton Inc.                           12.250%  04/15/08    54
Solectron Corp.                        0.500%  02/15/34    75
Specialty Paperb.                      9.375%  10/15/06    66
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    72
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    58
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08    40
United Air Lines                       6.831%  09/01/08    64
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    25
United Air Lines                       7.762%  10/01/05    49
United Air Lines                       7.811%  10/01/09    74
United Air Lines                       8.030%  07/01/11    64
United Air Lines                       9.000%  12/15/03    15
United Air Lines                       9.020%  04/19/12    38
United Air Lines                       9.125%  01/15/12    16
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    16
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    15
United Air Lines                      10.670%  05/01/04    15
United Air Lines                      11.210%  05/01/14    17
Univ. Health Services                  0.426%  06/23/20    63
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08    15
US Air Inc.                           10.610%  06/27/07     5
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
US Airways Inc.                        7.960%  01/20/18    69
US Airways Pass-                       6.820%  01/30/14    60
UTStarcom                              0.875%  03/01/08    75
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    60
Werner Holdings                       10.000%  11/15/07    73
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    72
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***