TCR_Public/050823.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, August 23, 2005, Vol. 9, No. 198

                          Headlines

ABIGAIL ORUSA: Case Summary & 20 Largest Unsecured Creditors
ACCOM INC: Case Summary & 20 Largest Unsecured Creditors
ALDERWOODS GROUP: 16 Officers Granted Options to Buy $1MM Shares
ALLIED HOLDINGS: AMEX Halts Common Stock Trading
AMERICAN NATURAL: Issuing 2.17M Shares as Payment to MiddleMarch

APCO LIQUIDATING: Files Prepackaged Plan & Disclosure Statement
APCO LIQUIDATING: Wants Richards Layton as Bankruptcy Counsel
ATA AIRLINES: John Denison to Replace J. George Mikelsons as CEO
ATA AIRLINES: Wants to Hire Crowe Chizek as Auditor
AURA SYSTEMS: Gets Interim Order to Continue Using Cash Collateral

BALLY TOTAL: Noteholders Have Until Aug. 25 to Consent to Waivers
BELL CANADA: Inks Settlement Resolving $250 Mil. Class Action Suit
BEVERLY ENT: Formation Capital, et al., Offer $12.90 Per Share
BRODER BROS: S&P Lowers Corporate Credit Rating to B from B+
BUEHLER FOODS: Proofs of Claim Must be Filed by September 26

CATHOLIC CHURCH: Paul Dufresne Wants Rule 2014 Statements Amended
CENTURY/ML CABLE: Plan Ballots Should Be in by September 6
CERVANTES ORCHARDS: Case Summary & 13 Largest Unsecured Creditors
CLAYTON HOMES: Fitch Affirms & Withdraws BB+ Rating on Senior Debt
COMBUSTION ENG'G: Court Approves Modified Disclosure Statement

COMDIAL CORP: Auctioning All Assets on August 25
CP SHIPS: Board Recommends TUI AG's $2.3 Billion Acquisition Bid
CREST G-STAR: Fitch Lifts Rating on $21MM Class C Notes to BBB
CREST G-STAR: Fitch Upgrades $15MM Class D Notes One Notch to B+
DEBORAH DOUGLAS: Case Summary & 20 Largest Unsecured Creditors

DIAMOND TRIUMPH: Recapitalization Cues S&P to Affirm B- Ratings
DIGITAL LIGHTWAVE: Borrows $375,000 from Optel Capital
DIRECT INSITE: Balance Sheet Upside-Down by $3 Million at June 30
EMPIRE RESORTS: Shareholders Approve 2005 Equity Incentive Plan
ENRON CORP: Gets Court Nod on Five Employee Settlement Agreements

ENRON CORP: Inks Pact Resolving Liberty Mutual's Claim for $2.8MM
ENRON CORP: Societe Generale Energie Holds $900,000 Allowed Claim
ERIC CAMPMAN: Case Summary & 3 Largest Unsecured Creditors
FALCON PRODUCTS: Selling 87.4% Stake in Czech Falcon Mimon Unit
FALCON PRODUCTS: Has $4MM Offer for Sellers & Josephson's Assets

FLEMING COS: Trust Wants Court to Reduce Core-Mark Stock Reserve
FLEXTRONICS INT'L: Fitch Affirms Senior Subordinated Debt at BB+
FOOTSTAR INC: Has Until Nov. 10 to Solicit Acceptances of Plan
FREESCALE SEMICONDUCTOR: Fitch Holds Sr. Unsec. Debt Rating at BB+
G-FORCE CDO: Fitch Lifts Rating on Two Low-B Rated Cert. Classes

GLASS GROUP: Court Okays Auction & Bid Procedures for Asset Sale
HAPPY KIDS: Committee Hires Olshan Grundman as Substitute Counsel
HAPPY KIDS: Hires Berenson as Auditor and Tax Services Provider
HAYES LEMMERZ: G. Haymaker Disposes of 2,424 Shares of Stock
INTELSAT LTD: Plans to Buy New Skies for $1.3 Billion

INTERSTATE BAKERIES: Court Lifts Stay to Permit Set-Off with IRS
INTERSTATE BAKERIES: GE Commercial Wants Lease Obligations Paid
INTERSTATE BAKERIES: Two Local Unions Ratify Long-Term Labor Pacts
JABIL CIRCUIT: S&P Raises Sr. Unsecured Rating to BBB- from BB+
JACK GARDNER: Case Summary & 11 Largest Unsecured Creditors

J. CREW GROUP: S&P Places B- Corporate Credit Rating on Watch
JILL KELLY: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: 6 Insurers Say Disclosure Statement Is Worthless
KMART CORP: Conway Acquitted of Fraud & Mismanagement Charges
KMART CORP: Creditors Committee Supports Kmart Master Agreement

KNOLL INC: Board Approves Stock Repurchase Program
L&D PETROLEUM: Case Summary & 11 Largest Unsecured Creditors
MAC-GRAY CORP: S&P Rates $150 Million Sr. Unsec. Notes at BB-
MAGRUDER COLOR: Court Okays Financing Pact with Cananwill Inc.
MAGRUDER COLOR: Ravin Greenberg Approved as Committee's Counsel

MAYTAG: Inks $1.7B Merger Deal with Whirlpool as Triton Backs Out
MEDIACOM BROADBAND: Fitch Places B Rating on $200MM Senior Notes
MEHMET ADIGUZELLI: Case Summary & 3 Largest Unsecured Creditors
MINA'S FUEL: Case Summary & 40 Largest Unsecured Creditors
MIRANT CORP: Battles PEPCO on Multi-Million Claims

MURRAY INC: Has Until November 8 to Remove Civil Actions
NEWS CORP: Chinese Unit Under Investigation by Beijing Authorities
NORTHWESTERN CORP: Harbert, et al., May Sell 24% Stake to Montana
NRG ENERGY: Stock Repurchase Prompts Moody's to Affirm Ratings
NVF COMPANY: Hires Richards Layton as Bankruptcy Counsel

NVF COMPANY: Taps Morris Anderson as Financial Advisors
OPTICAL DATACOM: Trustee & Bank Group Wants Claim Disputes Settled
O'SULLIVAN IND: GE Capital Waives Default Under $40 Mil. Revolver
OTIS SPUNKMEYER: Moody's Rates Proposed $170 Million Loan at B1
OWENS-ILLINOIS: Names Albert Stroucken to Board of Directors

PC LANDING: Wants Scope of Pachulski Stang's Services Expanded
PHARMACEUTICAL FORMULATIONS: Bid Protocol for Asset Sale Approved
PHILLIPS RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
PILLOWTEX: Committee Seeks to Recover Transfers from 120 Creditors
RCN CORP: Has Until Sept. 16 to Answer ERISA Class Action Suit

RELIANCE GROUP: Still Unable to File Financial Reports with SEC
SAMSHER FLIGHT: Voluntary Chapter 11 Case Summary
SPIEGEL INC: RATKL Demands $1.3 Mil. Administrative Claim Payment
SR TELECOM: 99.3% of Noteholders Swap 8.15% Notes for 10% Bonds
STANDARD AERO: Extends Sr. Sub. Debt Exchange Offer Until Friday

S-TRAN HOLDINGS: Lease-Decision Period Stretched to Sept. 12
SUNCOM WIRELESS: Terminates $113 Million Purchase of Urban Comm
TFS ELECTRONIC: Files for Chapter 11 Protection in Arizona
TFS ELECTRONIC: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Can't File Quarterly Report On Time

TOWER AUTOMOTIVE: General Foods Balks at Corydon Leases Rejection
TXU CORP: Energy & Delivery Units Ink $1 Billion Credit Agreement
UAL CORP: Trade-Debt.Net Buys 7 Claims Totaling $33,413
UAL CORP: Mitsui & BofA Securities Buys $18.5 Million Claim
US AIRWAYS: Republic Airlines Buys Planes & Slots for $100 Million

WATERFORD GAMING: S&P Affirms B+ Issuer Credit Rating
WESTERN OIL: Reports Second Quarter Financial & Operation Results
WHEREHOUSE ENT: Wants Claims Objection Deadline Moved to Sept. 30
WINN-DIXIE: Wants Pride Capital Group as FF&E Liquidating Agent
WINN-DIXIE: Wants Lease Decision Period Extended to Dec. 19

WINN-DIXIE: Wants Claims Resolution Procedures Established
WISE METALS: Moody's Junks $150 Million Senior Secured Notes
WYNDHAM INTERNATIONAL: S&P Withdraws B Corporate Credit Rating
XEROX CORP: Core Debt Reduction Cues Fitch's Ratings Upgrade
YUKOS OIL: Moscow Ct. Allows Yugansk to Raise Claim to $7.87 Bil.

* Large Companies with Insolvent Balance Sheets

                          *********

ABIGAIL ORUSA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abigail Ohunene Orusa, M.D.
        411 Rushton Lane
        Clarksville, Tennessee 37043

Bankruptcy Case No.: 05-09871

Type of Business: The Debtor is a medical practitioner.

Chapter 11 Petition Date: August 19, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $1,917,450

Total Debts:  $1,810,378

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                                $278,531
MDP 146
801 Broadway
Nashville, TN 37203

First Federal Savings Bank                              $216,426
200 North Second Street
Clarksville, TN 37040

First Federal Savings Bank                               $68,300
200 North Second Street
Clarksville, TN 37040

Tom Dundon, Esq.                                         $50,000

GMAC                          2002 Cadillac              $25,887
                              DTS Sedan
                              Value of security:
                              $20,000

Rai Credit Corporation                                   $12,360

Professional Fee Financing                               $11,565
Assoc.

Montgomery County Trustee                                 $9,817

Citicards Mastercard                                      $8,670

MBNA America                                              $8,499

Direct Merc BK Visa                                       $6,337

Citicards Mastercard                                      $6,000

City of Clarksville                                       $5,444

Discover Card                                             $3,933

Bank of America Visa                                      $3,661

Shop NBC                                                  $3,217

Sears                                                     $2,973

Chase Mastercard                                          $2,739

Capital One Bank                                          $2,509

Sears Gold Mastercard                                       $904


ACCOM INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Accom, Inc.
        1490 O'Brien Drive
        Menlo Park, California 94025

Bankruptcy Case No.: 05-32680

Type of Business: The Debtor designs, manufactures, sells,
                  and supports a complete line of digital
                  video production, disk recording, and
                  editing tools for use in the worldwide
                  professional television marketplace.
                  See http://www.accom.com/

Chapter 11 Petition Date: August 19, 2005

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: David S. Caplan, Esq.
                  Brooks and Raub
                  721 Colorado Avenue #101
                  Palo Alto, California 94303-3913
                  Tel: (650) 321-1400

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Assurant Asset Management                     $2,953,788
   One Chase Manhattan Plaza, 41st Floor
   New York, NY 10005

   Menlo Business Park LLC                       $1,037,103
   c/o Tarlton Properties Inc
   955 Alma Street
   Palo Alto, CA 94301

   ACT Electronics, Inc.                           $577,682
   5500 Hellyer Avenue
   San Jose, CA 95138

   Sonic Manufacturing Tech Inc.                   $376,943
   44051 Nobel Drive
   Fremont, CA 94536

   Infinity M M (Carol Wu, Trustee)                $272,362
   25A Crescent Drive #413
   Pleasant Hill, CA 94523

   Telemundo Network Group LLC                     $260,628
   2290 West 8th Avenue
   Hialeah, FL 33010

   Bell Microproducts, Inc.                        $168,745

   Higbee, Paul                                    $101,010

   Howard Scott                                    $101,010

   Liebman, Alan                                   $101,010

   Matalene, Eugene M. Jr.                         $101,010

   Papadopoulos, Stelios                           $101,010

   Gibson, Dunn & Crutcher LLP                      $70,606

   Hill Manufacturing                               $44,251

   Avnet Electronics                                $44,003

   Johnson, Cogert & Strauss                        $42,258

   Mark J. Cleaner, D.C.                            $41,909

   CTS Reeves                                       $38,399

   Insight Electronics (f/k/a Memec)                $36,953

   Medea                                            $27,131


ALDERWOODS GROUP: 16 Officers Granted Options to Buy $1MM Shares
----------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, 16 officers of Alderwoods Group, Inc., report that
they were granted options to buy 1,000,000 shares of the Company's
common stock:

                                    No. of  Conversion Expiration
Officer               Position      Shares     Price      Date
-------               --------      ------  ---------- ----------
Campbell, Lloyd E.    Director      35,000    $15.99     7/26/15

Caradonna, Ross S.    Chief        100,000    $15.99     7/26/15
                      Information
                      Officer

Cooper, Cheryl R.     Director      30,000    $15.99     7/26/15

Eames, Anthony        Director      35,000    $15.99     7/26/15

Elson, Charles E.     Director      35,000    $15.99     7/26/15

Hilty, David R.       Director      35,000    $15.99     7/26/15

Houston, Paul A.      President    130,000    $15.99     7/26/15
                      and CEO

                                   100,000     $3.59     3/26/13

Kirtley, Olivia F.    Director      35,000    $15.99     7/26/15

Lacey, John Stewart   Director      75,000    $15.99     7/26/15

                                   100,000     $3.65     3/26/13

Neeman, Ellen         Senior VP     25,000    $15.99     7/26/15

Riedl, William Ralph  Director      35,000    $15.99     7/26/15

Scully, Richard J.    Senior VP     25,000    $15.99     7/26/15

Shipper, Aaron P.     Senior VP     25,000    $15.99     7/26/15

Sloan, Kenneth A.     CFO          120,000    $15.99     7/26/15

Snow, Wallace
MacDonald, Jr.        Director      35,000    $15.99     7/26/15

Wilson, Mark          Senior VP     25,000    $15.99     7/26/15

The option vests in three annual installments with 25% of the
optioned shares becoming exercisable on each of the first two
anniversaries of the date of grant, and the remaining 50% of the
optioned shares becoming exercisable on the third anniversary of
the date of grant.

In addition, three directors were granted restricted stock units:

                                   No. of Derivative  Expiration
Officer               Position        Securities         Date
-------               --------     -----------------  ----------
Neeman, Ellen         Director          20,000         7/26/15

Scully, Richard J.    Senior VP         20,000         7/26/15

Shipper, Aaron P.     Senior VP         25,000         7/26/15

Each restricted stock unit represents a contingent right to
receive one share of the Company's common stock if the vesting
requirements relating to the restricted stock units are satisfied.
All or a portion of the restricted stock units will vest on the
third anniversary of the date of grant upon the satisfaction of
certain performance criteria relating to the Company's stock
price.

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.


ALLIED HOLDINGS: AMEX Halts Common Stock Trading
------------------------------------------------
Allied Holdings, Inc.'s application with the Securities and
Exchange Commission to voluntarily delist its common stock from
trading on the American Stock Exchange has been granted by the
SEC.  The Company's common stock was delisted from the Amex
effective Aug. 18, 2005.  The Amex previously halted trading the
Company's common stock on Aug. 1, 2005, as a result of the Company
and certain of its operating subsidiaries filing voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on July 31, 2005.

Allied is seeking to have its common stock included in the over-
the-counter bulletin board or quoted on Pink Sheets, which is a
daily listing of bid and ask prices for over-the-counter stocks
not included on the OTC bulletin board.

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


AMERICAN NATURAL: Issuing 2.17M Shares as Payment to MiddleMarch
----------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) agreed to
issue to Middlemarch Partners Ltd. 2,170,000 shares of its common
stock at a deemed price of US$0.115 per share in settlement of
US$250,000 of consulting services provided relating to its
debenture restructuring.   The issuance of the shares is subject
to the acceptance for filing of the regulatory authorities.

American Natural Energy Corporation is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
The company operates in St. Charles Parish, Louisiana.  Since
December 31, 2001, the Company has engaged in several
transactions, which it believes will enhance its oil and natural
gas development, exploitation and production activities and our
ability to finance further activities.   ANEC is publicly traded
on the TSX Venture Exchange as ANR.U.

At June 30, 2005, American Natural Energy Corporation's balance
sheet showed a $13,687,504, stockholders' deficit, compared to a
$9,596,356, deficit at Dec. 31, 2004.

                     Going Concern Doubt

PricewaterhouseCoopers, LLP, expressed substantial doubt about
American Natural Energy Corporation's ability to continue as a
going concern after it audited the Company's financial statements
for the year ended Dec. 31, 2004.  The auditing firm points to the
Company's accumulated deficit and working capital deficiencies.

The Company experienced a net loss of $1.5 million in the three
month period ended March 31, 2005, and has a working capital
deficiency and an accumulated deficit at March 31, 2005, all of
which lead to questions concerning its ability to meet its
obligations as they come due.  The Company also has a need for
substantial funds to develop oil and gas properties and repay
borrowings.  Historically the Company has financed its activities
using private debt and equity financing.  American Natural
Energy has no line of credit or other financing agreement
providing borrowing availability.  As a result of the losses
incurred and current negative working capital and other matters
described, there is no assurance that the carrying amounts of its
assets will be realized or that liabilities will be liquidated or
settled for the amounts recorded.


APCO LIQUIDATING: Files Prepackaged Plan & Disclosure Statement
---------------------------------------------------------------
Apco Liquidating Trust and APCO Missing Stockholder Trust
delivered their Liquidating Plan and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the District of
Delaware.

                      Apco Oil Corporation

Apco Oil Corporation was engaged in all sectors of the petroleum
industry, directly or through its subsidiaries, including
exploration, production, refining, transportation and marketing of
petroleum products.

At the height of its operations, Apco owned two oil refineries in
two different states and operated approximately 1,600 retail
service stations throughout the United States.

On Oct. 27, 1977, Apco's common stockholders adopted a Plan of
Complete Liquidation and Dissolution.  Under the Plan,
substantially all of Apco's assets were sold to Total Petroleum
(North America) Ltd., Shenandoah Oil Corporation and Oklahoma
Refining Company.  Apco's dissolution became final on Sept. 29,
1978.

Northwest Energy Company petitioned the Court of Chancery of the
State of Delaware for the creation of the Trusts so that Apco
could take advantage of certain tax benefits provided to a
corporation that distributes its assets within one year of
dissolution.

John G. McMillian and Tomas W. diZerega were appointed as Trustees
for the Trusts under the Chancery Court Order.

Pursuant to an order of the Chancery Court on July 22, 2005, Mr.
diZerega resigned from his position as trustee, leaving Mr.
McMillian as the sole Trustee for the Trusts.

The Trustee has been unable to terminate the Trusts as a result of
potential liabilities related to Apco's prior ownership of
allegedly environmentally contaminated property in Cyril,
Oklahoma, for the Cyril Refinery and Wichita, Kansas, for the
Wichita Property.  The Trustee has been unable to identify and
liquidate all of the claims asserted against the Trusts.

The Debtors have filed the chapter 11 cases for the purpose of
identifying, liquidating and satisfying all outstanding claims
against the Trusts so that the Trusts' assets may be distributed
to their creditors and beneficiaries.

A full-text copy of the Debtors' 74-page List of Creditors is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=050822031133

                            The Plan

These classes will be paid in full:

   -- Administrative Claims;
   -- Tax Claims;
   -- Allowed Class 1 Non-Tax Priority claims; and
   -- Allowed Class 2 Secured Claims.

These classes are impaired:

   -- Allowed Class 3 Unsecured Claims; and
   -- Allowed Class 4 Interests.

The holders of Allowed Class 3 Unsecured Claims will receive their
Pro Rata share of Distributions from the Trust Assets after
payment of or reservation for the unimpaired classes.

The holders of Allowed Class 4 Interests will receive their Pro
Rata share in the event that the Trust Assets are sufficient to
satisfy the Allowed Class 3 Unsecured Claims in full.

All Trust Assets will be transferred to the Liquidation Trust for
the benefit of the creditors and stockholders.

The Liquidation Trustee will:

   -- make a good faith determination of the fair market value of
      the Trust Assets transferred to the Liquidation Trust.

   -- apprise, in writing, the holders of Allowed Claims of the
      results of the valuation.

All parties will use the valuation consistently for all federal
income tax purposes.

The Liquidation Trust will be terminated on the earlier of:

   -- 5 years after the Effective Date; and

   -- the date on which all distributions required under the Plan
      have been completed.

A full-text copy of the Debtors' Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=050822030403

A full-text copy of the Debtors' Plan of Liquidation is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=050822030553

Headquartered in Oklahoma City, Oklahoma, Apco Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The trusts filed for
chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case No.
05-12355).  John Henry Knight, Esq., and Rebecca L. Booth, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors.  When
the Debtor filed for protection, they estimated assets and debts
between $10 million to $50 million.


APCO LIQUIDATING: Wants Richards Layton as Bankruptcy Counsel
-------------------------------------------------------------
Apco Liquidating Trust and APCO Missing Stockholder Trust ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Richards, Layton & Finger, P.A., as their bankruptcy
counsel.

The Debtors have selected Richards Layton because of the Firm's
expertise, experience, and knowledge.  Also, the Firm has rendered
legal services and advice to the Trustees since 1978.

Richards Layton is expected to:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtor-in-possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of objections
       to claims filed against the Debtors' estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors' estates;
       and

   (d) perform all other necessary legal services in connection
       with the Debtors' cases.

John H. Knight, Esq., a director at Richards, Layton & Finger,
P.A., discloses that the Firm received a $100,000 prepetition
retainer.  The current hour rates of professionals who will work
in the engagement:

      Professionals                  Hourly Rate
      -------------                  -----------
      Gregory P. Williams, Esq.          $510
      John H. Knight, Esq.               $445
      Rebecca L. Booth, Esq.             $305
      Amy L. Rude                        $155

Mr. Knight assures the Debtors and the Court that Richards, Layton
& Finger, P.A., is disinterested as that term is defined in
Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Oklahoma City, Oklahoma, Apco Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  John Henry Knight, Esq., and Rebecca L. Booth,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors.
When the Debtor filed for protection, they estimated assets and
debts between $10 million to $50 million.


ATA AIRLINES: John Denison to Replace J. George Mikelsons as CEO
----------------------------------------------------------------
J. George Mikelsons, President and Chief Executive Officer of ATA
Holdings Corp., intends to retire from these positions effective
August 31, 2005.  Mr. Mikelsons will continue to serve as the
Company's non-executive Chairman of the Board until the earlier of
the confirmation of the Company's plan of reorganization or
December 31, 2005.  According to the terms of the proposed
severance package, Mr. Mikelsons will receive severance pay of
$650,000, payable over a one-year period and will have $400,000,
of the $625,000, he owes to the Company forgiven if he signs a
three-year non-compete agreement.

The Severance Agreement is subject to the U.S. Bankruptcy Court
for the Southern District of Indiana's approval.

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

Effective August 15, 2005, James W. Hlavacek resigned from the
Board of Directors of the Company.  Mr. Hlavacek retired from his
position as Vice Chairman of the Company in May, 2005.  The
vacancy created by Mr. Hlavacek's resignation from the Board has
been filled by Mr. Denison who was appointed to the Board on
August 18, 2005.

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: Wants to Hire Crowe Chizek as Auditor
---------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, ATA Airlines,
Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for
the Southern District of Indiana to authorize Crowe Chizek and
Company LLC to perform auditing services to the Debtors effective
April 19, 2005.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Debtors have selected Crowe Chizek
because of its diverse experience and extensive knowledge in the
fields of plan administration, record keeping, compliance testing,
Form 5500 preparation, benefit plan auditing and general
consulting.  The Firm has considerable experience in collecting
and analyzing information with respect to benefit plans in
numerous Chapter 11 cases.

Pursuant to the April 19, 2005 Engagement Letter between the
parties, Crowe Chizek will:

   (i) Audit of the financial statements of the:

       -- ATA Crewmember Money Purchase Plan,
       -- ATA 401(k) Retirement Plan, and
       -- ATA Crewmember 401(k) Plan.

  (ii) Examine evidence supporting the amounts and disclosures in
       the financial statements and evaluate the accounting
       principles used and the overall financial statement
       presentation of the Plans.

John A. Czarnecki, an executive at Crowe Chizek, and Anita L.
Bishop will perform a substantial portion of the services.

As permitted by Regulation 3520.103-8 of the U.S. Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, the Debtors
have instructed the Firm not to perform any auditing procedures on
information certified by a trustee or custodian, except for
comparing the information to the financial statements and
supplemental schedules.

Crowe Chizek will invoice the Debtors for its services on a
periodic basis as the services are rendered and for out-of-pocket
expenses as they are incurred.  The Firm's fees will not exceed
$46,900, unless specifically agreed in advance by the parties.

Bills not paid within 30 days of receipt of the invoice will be
charge to a monthly interest of 1% per month or the highest
interest allowed by law, which ever is less, which the Firm may
elect to waive at its sole discretion, plus costs of collection
including reasonable attorney's fees.

With respect to the engagement, the liability of Crowe Chizek and
its personnel will not exceed the fees the Firm receives for the
portion of the work, giving rise to liability.  Any liability of
the Firm to the Debtors will not include any special,
consequential, incidental, punitive, or exemplary damages or loss
nor any lost profits, savings, or business opportunity.

In the event of a legal proceeding or claim brought against the
Firm, the Debtors will indemnify and hold harmless Crowe Chizek
and its personnel against all costs and liabilities, arising under
their services rendered to the Debtors.

Mr. Czarnecki tells the Court that, because the Firm and its
affiliates serve clients on a national basis in numerous cases,
they may have rendered services or business associations with
other entities, which had, or have, relationships with the
Debtors, including their creditors.  However, they will not
perform services for, or have business connections with, any
company specifically with respect to their adverse interests
against ATA.  Accordingly, Crowe Chizek is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

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


AURA SYSTEMS: Gets Interim Order to Continue Using Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, entered a second interim order permitting
Aura Systems, Inc., to continue using Cash Collateral securing
repayment of pre-petition obligations and grant replacement liens
to the Debtor's creditors holding a pre-petition security interest
in its Cash Collateral.

The Court authorizes the Debtor to use approximately $113,652, of
funds, known as the Levied Fund, which were levied pre-petition on
the Debtor by the Huyan Group in connection with the litigation
entitled Noy Hayun v. Aura Systems, Inc., Case No. BC 326182 (L.A.
Sup. Court).

The Debtor will use the proceeds of the levied funds to make
monthly mortgage payments of approximately $41,122, to the lender
of Aura Realty, Inc., a non-debtor affiliate of Aura Systems.

The Court orders that:

   1) in the event that Aura Realty files for bankruptcy, the
      amount of any monthly payment to be paid by the Debtor for
      rent or mortgage payments will be in the amount ordered by
      the Court;

   2) in the event or to the extent that City National Bank has
      not yet turned over the Levied Funds to the Debtor, City
      National is authorized to turn over the Levied Funds to the
      Debtor or to transfer the Levied Funds into the Debtor's
      general operating account; and

   3) creditors holding a pre-petition security interest in the
      Debtor's Cash Collateral are granted a replacement lien in
      the Debtor's assets in the same priority, scope and validity
      as the pre-petition interest.

The Debtor's interim authority to continue using the Cash
Collateral is in compliance with the expenses pursuant to the
Court-approved Budget for a six-month period, from June 2005 up to
December 2005.

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

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

The Court will convene a hearing at 2:00 p.m., on Aug. 30, 2005,
to consider the Debtor's motion to use the Cash Collateral on a
final basis.

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


BALLY TOTAL: Noteholders Have Until Aug. 25 to Consent to Waivers
-----------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) extended the
consent period relating to waivers of financial reporting covenant
defaults under its public bond indentures to 5:00 p.m., New York
City time, on Thursday, Aug. 25, 2005.

The Company continues to negotiate with noteholders to secure a
waiver extension and has received consent from holders of 42.83%
of the Senior Notes and 96.33% of the Senior Subordinated Notes.

The Company said it has paid the previously announced judgment
confirming an arbitration award against the Company of
approximately $14.3 million, relating to a contractual dispute
arising from a program of transferring membership receivables
balances into a credit card program.

As previously announced, the Company recently received consent
from the lenders under its $275 million secured credit agreement
to extend the cross default deadline relating to Bally's financial
reporting covenant defaults under its public bond indentures to
Aug. 31, 2005.  After Aug. 31, 2005, unless the indenture
financial reporting covenant defaults are cured or waived, over
$700 million of Bally's debt obligations under its credit
agreement and indentures could become immediately due and payable.

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

As previously announced, Bally has retained Deutsche Bank
Securities Inc. to serve as its solicitation agent and MacKenzie
Partners, Inc., to serve as the information agent and tabulation
agent for the consent solicitation.

Questions concerning the terms of the consent solicitation should
be directed to:

       Deutsche Bank Securities Inc.
       Attention: Christopher White
       60 Wall Street, 2nd Floor
       New York, New York 10005
       Tel: (212) 250-6008.

Requests for documents may be directed to:

       MacKenzie Partners, Inc.
       Attention: Jeanne Carr or Simon Coope
       105 Madison Avenue
       New York, New York 10016
       Telephone: (212) 929-5500 (call collect) or
                  (800) 322-2885 (toll-free)

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

                        *     *     *

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

Moody's affirmed these ratings:

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

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

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

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

   * Corporate family rating, rated Caa1


BELL CANADA: Inks Settlement Resolving $250 Mil. Class Action Suit
------------------------------------------------------------------
Bell Canada International Inc. and BCE Inc. inked an agreement for
the dismissal of a class action seeking damages of $250 million
commenced by former holders of BCI's $250 million 6.75%
convertible unsecured subordinated debentures against BCI, BCE and
certain current and former Directors of BCI.

The agreement, which is subject to approval of the Ontario
Superior Court of Justice, provides for the dismissal of the
action as against all defendants and will completely dispose of
the litigation without any payment by any such Defendants in
respect of damages.

A similar action commenced by the Caisse de depot et placement du
Quebec with respect to the Caisse's holdings of BCI's $150 million
6.5% convertible unsecured subordinated debentures will be
disposed of on the same basis, pursuant to an agreement previously
reached with the Caisse.

The agreement also provides that BCI, which is operating under a
court supervised Plan of Arrangement, will consent to a motion by
the class for Court approval of payment by BCI, under section
192(4) of the Canada Business Corporations Act, of an amount of $3
million, representing a portion of class counsel's fees and
disbursements for the representation of the class.  A substantial
portion of that sum will be funded by BCI's insurer.

                            About BCE

BCE Inc. is Canada's largest communications company.  Through its
27 million customer connections, BCE provides the most
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, value-added business solutions and direct-
to-home satellite and VDSL television services.  Other BCE
businesses include Canada's premier media company, Bell
Globemedia, and Telesat Canada, a pioneer and world leader in
satellite operations and systems management.  BCE shares are
listed in Canada, the United States and Europe.

                            About BCI

Bell Canada International Inc. -- http://www.bci.ca/-- is
operating under a court supervised Plan of Arrangement, pursuant
to which BCI intends to monetize its assets in an orderly fashion
and resolve outstanding claims against it in an expeditious manner
with the ultimate objective of distributing the net proceeds to
its shareholders and dissolving the company.  BCI is listed on the
NEX Exchange under the symbol BI.H.


BEVERLY ENT: Formation Capital, et al., Offer $12.90 Per Share
--------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) said that it received an
offer on Aug. 18, 2005, from Formation Capital, LLC, Franklin
Mutual Advisers, LLC, Appaloosa Management, L.P. and Northbrook
NBV LLC to acquire Beverly Enterprises at a higher price than in
the Company's previously announced agreement with North American
Senior Care, Inc.  Under the new offer, the consortium would pay
$12.90 per share in cash on terms and conditions that are
substantially equivalent to, and in certain respects more
favorable than, those contained in the NASC merger agreement.

Under these circumstances, and consistent with its fiduciary
obligations to shareholders, the Company's Board of Directors has
concluded that the terms of the Formation Capital Consortium's
proposal are superior to those in the NASC merger agreement and
has notified NASC to that effect.  However, the agreement with
NASC remains in effect and has not been terminated.  The Company
may not terminate its existing agreement until noon New York City
time on August 23, 2005.

The Company's Board, together with its outside legal and financial
advisors, will work promptly and diligently towards arriving at a
definitive agreement with the Formation Capital Consortium.  The
Company said that there is no assurance that the proposal from the
Formation Capital Consortium will result in an agreement or in a
consummated transaction.  The Company also noted that it is not
uncommon in auction situations for new proposals to be received,
even after a bid has been accepted and merger agreement signed.

William R. Floyd, BEI Chairman and Chief Executive Officer said,
"We have stated from the beginning that our Board of Directors is
committed to select the bidder that offers stockholders the best
combination of price, terms and conditions.  Our Board's receipt
of the Formation Capital proposal does not preclude North American
Senior Care from submitting a counter-proposal, should it wish to
do so, by Tuesday, August 23, 2005.  If NASC were to submit a
counter-proposal, our Board -- under terms of the NASC merger
agreement -- would be required to take the NASC counterproposal
into account in deciding whether to pursue the merger agreement
with NASC or terminate it in order to enter into a new merger
agreement with the Formation Capital Consortium."

                     North American Offer

As reported in the Troubled Company Reporter on Aug. 19, 2005, the
Company and North American Senior Care, Inc., entered into a
definitive merger agreement under which North American Senior Care
will acquire Beverly Enterprises for $12.80 per share in cash.

On a fully diluted basis, the transaction is valued at
approximately $1.9 billion, including the repayment of Beverly
Enterprises' net debt.

Beverly Enterprises, Inc., and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States.  At July 31, 2005, BEI operated 345 skilled nursing
facilities, as well as 18 assisted living centers, and 64
hospice/home care centers.  Through Aegis Therapies, the company
offers rehabilitative services on a contract basis to nursing
facilities operated by other care providers.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 28, 2005,
Standard & Poor's Ratings Services placed its ratings on Beverly
Enterprises Inc. on CreditWatch with negative implications.   The
CreditWatch listing reflects the announcement that Beverly's board
of directors has voted to sell the company through an auction
process.  This is in response to the possibility that an investor
group, the Whitman/Appaloosa group, may take control of the
company if it is successful at the upcoming board elections at the
company's shareholder meeting in April.  The CreditWatch listing
reflects the apparent likelihood that a sale of the company will
take place.  Regardless of who acquires Beverly, it is likely that
the company's credit profile will weaken.

As reported in the Troubled Company Reporter, on June 16, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating to
Beverly's the $225 million senior subordinated notes due 2014.
The existing ratings on the company were affirmed.  The company's
bank facility, which is rated 'BB', or one notch above the 'BB-'
corporate credit rating, has been assigned a recovery rating of
'1'.

As reported in the Troubled Company Reporter on Mar. 28, 2005,
Moody's Investors Service affirmed the ratings of Beverly
Enterprises, Inc., and changed the outlook to developing.  This
action follows the announcement by Beverly that its Board of
Directors voted unanimously to pursue the sale of the company
through an auction process.  This announcement follows the
expression of interest from and ensuing proxy battle with the
Whitman/Appaloosa investor group.

These ratings were affirmed:

   * Senior implied rating, Ba3

   * Senior unsecured issuer rating, B1

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

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

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

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

As reported in the Troubled Company Reporter on Mar. 24, 2005,
Fitch Ratings has placed Beverly Enterprises, Inc., on Rating
Watch Evolving.  Beverly's Board of Directors announced they were
putting the company up for sale.  Beverly is currently in the
midst of a Proxy contest with a group led by Formation Capital,
LLC, which includes a host of investors that have collectively
acquired 8.1% of BEV common shares.  Formation has provided an
indication of interest of $11.50 per share of BEV common stock, or
approximately $1.8 billion.

Fitch's ratings on Beverly affected by this action include:

        -- Secured bank facility 'BB';
        -- Senior unsecured debt (indicative) 'BB-';
        -- Senior secured subordinated notes 'B+';
        -- Senior subordinated convertible notes 'B+'.


BRODER BROS: S&P Lowers Corporate Credit Rating to B from B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on apparel
distributor Broder Bros Co., including its corporate credit rating
to 'B' from 'B+'.

The outlook is stable.  Total debt outstanding at Trevose,
Pennsylvania-based Broder was about $336 million on June 30, 2005.

"The downgrade follows our review of Broder and reflects the
company's weaker-than-expected operating results and credit
protection measures for the 12 months ended June 30, 2005.  Credit
measures have deteriorated as a result of higher debt levels and
lower margins," said Standard & Poor's credit analyst Susan Ding.

The company made additional inventory investments to support its
private label initiative.  While this required higher working
capital levels in the near term, Standard & Poor's does expects
this situation to be rectified by year-end.  Furthermore, Broder
faced capacity constraints from its suppliers during the first
half of fiscal 2005 that also negatively affected operating
results.


BUEHLER FOODS: Proofs of Claim Must be Filed by September 26
------------------------------------------------------------
The Honorable Basil H. Lorch III of the U.S. Bankruptcy Court for
the Southern District of Indiana, set Sept. 26, 2005, as the
deadline for all creditors owed money on account of claims arising
prior to May 5, 2005, against Buehler Foods, Inc., and its debtor-
affiliates to file proofs of claim.

Creditors must file written proofs of claim that comply with
Official Form No. 10.  Blank claim forms are available at no
charge at http://www.uscourts.gov/bkforms/

All proofs of claim must be filed with:

      John A. O'Neal
      U.S. Bankruptcy Clerk
      for the Southern District of Indiana
      352 Federal Bldg.
      101 Northwest Martin L. King Boulevard
      Evansville, IN 47708

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.


CATHOLIC CHURCH: Paul Dufresne Wants Rule 2014 Statements Amended
-----------------------------------------------------------------
Paul E. DuFresne maintains that creditors have a right to know if
the professionals and organizations hired to provide services,
which the U.S. Bankruptcy Court for the District of Oregon
approved, are defendants in the Bankruptcy litigation.  The recent
creation of two defendant classes means that the professionals and
organizations may have become defendants by virtue of being part
of one or both of the defendant classes.

By this motion, Mr. DuFresne asks the Court to order all entities
which have previously filed statements pursuant to Rule 2014 of
the Federal Rules of Bankruptcy Procedure to file revised
statements that explicitly disclose whether or not the filing
entity is a member of either or both of the Defendant classes.

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)


CENTURY/ML CABLE: Plan Ballots Should Be in by September 6
----------------------------------------------------------
At the request of Century ML Cable Venture, Judge Gerber of the
U.S. Bankruptcy Court for the Southern District of New York
establishes procedures for the solicitation and tabulation of
votes to accept or reject the Debtor's Plan of Reorganization.

The Court directs Century/ML to send a solicitation package to:

   1. all persons or entities listed in Century/ML's Schedules,
      all prepetition creditors, and parties having filed a
      notice of appearance;

   2. the United States Trustee;

   3. counsel to the ACOM Committees;

   4. the United States Attorneys Office;

   5. San Juan Cable, LLC;

   6. ML Media Partners, L.P.; and

   7. ACOM.

                           Record Date

The Court establishes August 18, 2005, as the record date for
purposes of determining creditors and interest holders entitled
to receive the Solicitation Package, and, in the case of interest
holders, to vote on the Plan.

                Balloting Agent and Voting Deadline

Morgan Lewis & Bockius LLP will inspect, monitor and supervise
the solicitation process, serve as the tabulator of the ballots,
and certify to the Court the results of the balloting.

All ballots must be returned to Morgan Lewis by 4:00 p.m. Eastern
Time on September 6, 2005.  Century/ML is can extend the Voting
Deadline as facts and circumstances require, provided that it
will file notices with the Court within 24 hours.

                    Contract Rejection Claims

Any party to an executory contract or unexpired lease that is
rejected pursuant to the Plan must file a proof of claim alleging
damages from the rejection of the contract or lease no later than
30 calendar days after the later of the Confirmation Date.  Any
party to an executory contract or unexpired lease that is
rejected after August 18, 2005, other than pursuant to the Plan,
must file a claim alleging damages from the rejection no later
than 30 calendar days after the entry of an order of rejection.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CERVANTES ORCHARDS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cervantes Orchards and Vineyards LLC
        5881 Bethany Road
        Sunnyside, Washington 98944
        Tel: (509) 837-6084

Bankruptcy Case No.: 05-06600

Chapter 11 Petition Date: August 19, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: R. Bruce Johnston, Esq.
                  Law Offices of R. Bruce Johnston
                  8040 Northeast Day Road West #6E
                  Bainbridge Island, Washington 98110
                  Tel: (206) 842-1542

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ace Property and Casualty     Trade Debt                 $40,000
Insurance Co.
c/o Rain and Hail LLC
P.O. Box 10496
Des Moines, IA 50396

Northwest Farm Credit         Trade Debt                 $84,914
Services
Chapman Lampson Insurance
P.O. Box 751
Prosser, WA 99350

Hart & Winfree                Trade Debt                 $15,000
c/o Stephen Winfree
P.O. Box 210
Sunnyside, WA 98944

Valley Pipe                   Trade Debt                  $9,191

John Deere Credit             Trade Debt                  $7,010

Central Pre-Mix Conc. Co.     Trade Debt                  $5,922

YCCS National Collection      Trade Debt                  $4,280

Cascade Wind Machines                                     $1,999

TJ's Refigeration                                         $1,394

Market Place                                                $745

TM Market                                                   $141

Stemilt Growers Inc.          Trade Debt                 Unknown

Stemilt Management Inc.       Trade Debt                 Unknown


CLAYTON HOMES: Fitch Affirms & Withdraws BB+ Rating on Senior Debt
------------------------------------------------------------------
Fitch removes Clayton Homes from Ratings Watch Positive and
affirms the company's indicative senior unsecured debt ratings of
'BB+' with a Stable Outlook, and simultaneously withdraws the
ratings, as Fitch is no longer able to maintain an opinion on the
financial strength of Clayton Homes as a separate entity due to
Clayton Homes being acquired by and merged into Berkshire
Hathaway.  Fitch will no longer provide ratings or analytical
coverage of this issuer.

Clayton Homes -- http://www.clayton.net/-- and its subsidiaries
make up a vertically integrated manufactured housing company with
32 manufacturing plants, 392 company-owned stores, more than 1,400
independent retailers, 83 manufactured housing communities and
subdivisions, and financial services operations that provide
mortgage services for more than 400,000 customers and insurance
protection for 135,000 families.


COMBUSTION ENG'G: Court Approves Modified Disclosure Statement
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware approved the adequacy of the Modified
Disclosure Statement explaining the Modified Plan of
Reorganization filed by Combustion Engineering, Inc.  Judge
Fitzgerald put her stamp of approval on the Disclosure Statement
on Aug. 19, 2005.

Judge Fitzgerald determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

With an approved Disclosure Statement in hand, the Debtors are now
authorized to solicit acceptances of its Plan.

As reported in the Troubled Company Reporter on June 29, 2005,
under the Modified Plan, treatment of claims other than asbestos
personal injury claims remain unchanged.

Priority claims, secured claims, workers' compensation claims,
general unsecured claims will be unimpaired.

The Plan separates the tort claimants into two classes:

   a) Non-participants to the CE Settlement Trust will be subject
      to a channeling injunction.  The injunction will require
      the tort claimants to assert their claims against the
      Asbestos PI Trust.  The Trust will be funded with
      substantial assets including ABB's $232 million
      contribution.

   b) Participants in the CE Settlement Trust will also be
      subject to a channeling  injunction.  The participants will
      receive a release of any preference claims and fraudulent
      transfer claims from the Debtors.  They will also be
      permitted to keep any distributions that have been or will
      be made from the CE Settlement Trust.

The Asbestos PI Trust will act as a Qualified Settlement Fund as
defined in the Treasury Regulations under Section 468B of the
Internal Revenue Code.

The Modified Plan also contemplates Lummus' filing of a chapter 11
case to liquidate its assets and create the Lummus Asbestos PI
Channelling Injunction Trust.  The Trust will contribute
$204 million to the Asbestos PI Trust upon the sale of Lummus.

                   Valuation & Plan Funding

Under the Plan, CE's US$812,000,000 value is delivered to the
Sec. 524(g) Trust for the benefit of present and future claimants.
In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

      (3) Lummus and Basic release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

A full-text copy of the Modified Disclosure Statement is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=050822021626

All ballots must be returned by Sept. 19, 2005, to the Debtor's
solicitation agent:

    Combustion Engineering Ballot Processing
    P.O. Box 5014
    FDR Station
    New York, New York 10150-5014 (for ballots sent by U.S. Mail)

               -- Or --

    Combustion Engineering Ballot Processing
    C/o Bankruptcy Services L.L.C.
    757 Third Avenue, 3rd Floor
    New York, New York 10017
    (for ballots sent by overnight mail or hand delivery)

Objections to the Modified Plan, if any, must be filed and served
by Sept. 22, 2005.

                          About ABB

ABB -- http://www.abb.com-- is a leader in power and automation
technologies that enable utility and industry customers to
improve performance while lowering environmental impact.  The
ABB Group of companies operates in more than 100 countries and
employs about 146,000 people.  As of Dec. 31, 2004, ABB listed
$24,677,000,000 in total assets and $5,534,000,000 in total debts.

S&P rates ABB's 3-3/4% $500 million note due on Sept. 30, 2009, at
BB-, while Moody's assigns its Ba2 rating on the same note.

Headquartered in Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impact.  The ABB Group of companies operates in more than 100
countries and employs about 103,000 people.  Combustion
Engineering filed for chapter 11 protection on Feb. 17, 2003
(Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


COMDIAL CORP: Auctioning All Assets on August 25
------------------------------------------------
Comdial Corporation and its debtor-affiliates will auction
substantially all of their assets at 10:00 a.m. on Aug. 25, 2005.
The auction will take place at the offices of Richards, Layton &
Finger, P.A., in Delaware.  The Honorable Mary F. Walrath of the
U.S. Bankruptcy Court for the District of Delaware will convene a
hearing to approve the sale to the highest and best bidder at
10:30 a.m. on Aug. 29, 2005.

Objections to the sale, if any, must:

   (a) be in writing and must be submitted on or before
       Aug. 26, 2005;

   (b) comply with the Federal Rules of Bankruptcy Procedure and
       the Local Rules of Bankruptcy Practice and Procedure of the
       U.S. Bankruptcy Court for the District of Delaware;

   (c) be filed with the:

       Clerk of the Bankruptcy Court
       U.S. Bankruptcy Court for the District of Delaware
       824 North Market Street, 3rd Floor
       Wilmington, DE 19801

Copies of those objections must be served, either by facsimile or
e-mail, on:

   (a) the Debtors:

       Comdial Corporation
       106 Cattleman Road
       Sarasota, FL 32432
       Attn: Ken Clinebell
       Tel: (941) 554-5000
       Fax: (941) 554-5012
       e-mail: ken.clinebell@comdial.com

   (b) Counsel to the Debtors:

       Richards, Layton & Finger, P.A.
       One Rodney Square
       P.O. Box 551
       Wilmington, DE 19899
       Attn: John H. Knight, Esq.
       Tel: (302) 651-7700
       Fax: (302) 651-7701
       e-mail: knight@rlf.com

   (c) Financial Advisor to the Debtors:

       Traxi LLC
       212 West 35th Street
       New York, NY 10001
       Attn: Perry M. Madarino
       Tel: (212) 465-0770
       Fax: (212) 465-1919
       e-mail: pmandarino@traxillc.com

   (d) Counsel to the Committee:

       Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP
       1065 Avenue of the Americas
       New York, NY 10018
       Attn: Cliff A. Katz, Esq.
       Tel: (212) 593-3000
       Fax: (212) 593-0353
       e-mail: ckatz@platzerlaw.com

             -- and --

       Jaspan, Schlesinger Hoffman, LLP
       913 North Market Street, 12th Floor
       Wilmington, DE 19801
       Attn: Frederick B. Rosner, Esq.
       Tel: (302) 351-8000
       Fax: (302) 351-8010
       e-mail: frosner@jshllp-de.com

   (e) Counsel to the Buyer:

       Greenberg Traurig, LLP
       401 East Las Olas Boulevard, Suite 2000
       Fort Lauderdale, FL 33301
       Attn: Brian K. Gart, Esq.
       Tel: (954) 765-0500
       Fax: (954) 765-1477
       e-mail: gartb@gtlaw.com

             -- and --

       Greenberg Traurig LLP
       The Brandywine Building
       1000 West Street, Suite 1540
       Wilmington, DE 19801
       Attn: William E. Chipman, Jr.
       Tel: (302) 661-7000
       Fax: (302) 661-7360
       e-mail: chipmanw@gtlaw.com

   (f) the U.S. Trustee

       Office of the United States Trustee
       844 King Street, Suite 2204
       Lockbox 35
       Wilmington, DE 19801
       Attn: David Buchbinder, Esq.
       Tel: (302) 573-96491
       Fax: (302) 573-6497
       e-mail: david.l.buchbinder@usdoj.gov

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


CP SHIPS: Board Recommends TUI AG's $2.3 Billion Acquisition Bid
----------------------------------------------------------------
The CP Ships Limited Board of Directors has unanimously
recommended that shareholders accept an offer from TUI AG to
acquire CP Ships in an all-cash transaction for US $21.50 per
share or about $2 billion on a fully diluted basis.  Including the
assumption of net debt of $0.3 billion at June 30, 2005, the
transaction has a total value of $2.3 billion.

The offer price represents a premium of about 28% over CP Ships
average closing share price over the past three months.

TUI, the parent of Hapag-Lloyd, plans to combine Hapag-Lloyd and
CP Ships to create the world's fifth-largest container shipping
company with a fleet of 139 ships (and a further 17 on order) for
a capacity of approximately 400,000 teu on over 100 routes
spanning the globe.  Before the effects of consolidation, the
combined shipping business would have had sales of approximately
$7.0 billion and EBITDA of $731 million in 2004.

"Having improved the performance of the business after a difficult
2004, the Board undertook a review of our business and its
potential opportunities.  This transaction represents immediate
and attractive value for our shareholders and the Board has
recommended it unanimously," commented CP Ships CEO Ray Miles.

"The combination of Hapag-Lloyd and CP Ships will create a company
with the strength and scale to compete effectively in an industry
where consolidation is changing the landscape.  Furthermore, the
combined company will offer enhanced resources and opportunities
for both CP Ships and Hapag-Lloyd's customers and employees," said
Michael Behrendt, Hapag-Lloyd CEO.  "This transaction will enhance
growth opportunities over the longer term and will enhance value
for TUI's shareholders through CP Ships' earnings potential and
the realization of synergy potential in operations and ship
networks," said Dr Michael Frenzel, TUI CEO.  "Our enlarged
shipping business will be well positioned to take advantage of the
strong long term growth dynamics in the container shipping
industry. This is both a compelling financial and strategic
opportunity for us."

TUI's offer to acquire CP Ships is subject to customary closing
conditions including acceptance by shareholders representing two
thirds of the outstanding CP Ships shares and the receipt of
necessary regulatory approvals in Canada, the United States,
Europe and certain other countries.

TUI has secured necessary bank financing to fund the offer.  The
transaction is expected to close during the fourth quarter of this
year.

                            About TUI

TUI AG is the European market leader in tourism and, through its
wholly owned subsidiary, Hapag-Lloyd, is a leading player in the
global market for container shipping.

                         About CP Ships

One of the world's leading container shipping companies, CP Ships
provides international container transportation services in four
key regional markets: TransAtlantic, Australasia, Latin America
and Asia. Within these markets CP Ships operates 38 services in
22 trade lanes.  At June 30, 2005, CP Ships' vessel fleet was
82 ships and its container fleet 441,000 teu.  Volume in 2004 was
2.3 million teu.  CP Ships also owns Montreal Gateway Terminals,
which operates one of the largest marine container terminal
facilities in Canada.  CP Ships is listed on the Toronto and New
York stock exchanges under the symbol TEU and also in the S&P/TSX
60 Index of top Canadian publicly listed companies.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2004,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
container shipping company CP Ships Ltd.'s US$175 million
convertible senior subordinated note issue.  At the same time, the
'BBB-' long-term corporate credit and 'BB+' senior unsecured debt
ratings on the company were affirmed.  Proceeds from the notes
will be used to reduce drawings under the company's credit lines.
S&P said the outlook is stable.


CREST G-STAR: Fitch Lifts Rating on $21MM Class C Notes to BBB
--------------------------------------------------------------
Fitch Ratings upgrades four classes and affirms one class of notes
issued by Crest G-Star 2001-2, Ltd.  These rating actions are
effective immediately:

    -- $244,078,737 class A floating-rate notes are affirmed at
       'AAA';

    -- $34,000,000 class B-1 fixed-rate notes are upgraded to 'A+'
       from 'A-';

    -- $15,000,000 class B-2 floating-rate Notes are upgraded to
       'A+' from 'A-';

    -- $21,000,000 class C fixed-rate rotes are upgraded to 'BBB'
       from 'BB+';

    -- $14,000,000 preferred shares are upgraded to 'BB+' from
       'BB-'.

Crest G-Star is a commercial real estate collateralized debt
obligation that closed Dec. 18, 2001.  Crest G-Star is managed by
GMAC Institutional Advisors (rated 'CAM1' by Fitch), Crest G-Star
is composed of 63% real estate investment trust debt and 37%
commercial mortgage-backed securities.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Since the last review, on Aug. 31, 2004, the collateral quality
has improved.  9.3% of the current portfolio has been upgraded
since the last rating action. 5.1% of the portfolio has been
downgraded.  In addition, two bonds, representing 3.7% of the
original collateral pool, were sold at or above par as credit risk
securities, and one bond, representing 2.0% of the original pool,
paid in full.  The overcollateralization test for all classes has
also improved since last review.  The A OC test increased to
141.1% from 131.7% with a trigger of 120% and the B OC increased
to 117.5% from 111.2% with a trigger of 105%.

The class A notes received approximately $21.9 million in
principal distributions representing approximately 8.2% of the
original balance.  Significant excess spread has led to
approximately $11.9 million in total distributions to the
preference shares, representing 85.2% of the rated balance.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B and class C notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
preferred shares addresses the likelihood that investors will
receive their stated balance of principal by the legal final
maturity date.

As a result of increased credit enhancement through coverage
levels and improvement in collateral credit quality, Fitch
determined that an upgrade of the class B, class C and preferred
shares above classes is warranted.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations' dated Sept. 13, 2004, available on Fitch's web site
at http://www.fitchratings.com/


CREST G-STAR: Fitch Upgrades $15MM Class D Notes One Notch to B+
----------------------------------------------------------------
Fitch Ratings upgrades four and affirms two classes of notes
issued by CREST G-STAR 2001-1, Corp.  These rating actions are the
result of Fitch's review process and are effective immediately.
Fitch has upgraded these classes:

     -- $60,000,000 class B-1 notes to 'A+' from 'A-';
     -- $15,000,000 class B-2 notes to 'A+' from 'A-';
     -- $20,000,000 class C notes to 'BB+' from 'BB';
     -- $15,000,000 class D notes to 'B+' from 'B';

   Fitch affirms these classes:

     -- $297,917,148 class A notes at 'AAA';

     -- $30,377,165 limited partnership interest certificates
        rated 'B' (principal only).

CREST G-STAR 2001-1 is a collateralized debt obligation managed by
GMAC Institutional Advisors, LLC, which closed Sept. 6, 2001.
CREST G-STAR 2001-1 is a static CDO composed of real estate
investment trusts, commercial-mortgage backed securities,
commercial mortgage loans, and a real estate CDO.

Included in this review, Fitch discussed the current state of the
portfolio, including loan level performance of the CMBS
securities.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios.

Since the last review, the collateral has continued to perform.
The weighted average rating has stayed the same since origination
at 'BBB-/BB+'.  The class A, B, and C overcollateralization ratios
are all currently passing at 147.96%, 118.20%, and 112.19%,
respectively, as of the most recent trustee report dated June 30,
2005.  Triggers for the class A, B, and C OC tests are set at
126.0%, 106.0%, and 104.0%, respectively.

As of the most recent trustee report available, there are no
defaulted or credit-risk assets.  Assets currently rated 'BB+' or
lower represent approximately 37.5% of the collateral securities
as compared with 39.4% as of closing.  Since closing, there have
been four credit risk sales, equaling 6% of the collateral, and
prepayments of four CMBS (5.1% of collateral) and four whole loans
(1.8% of collateral).

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
well as the stated balance of principal by the legal final
maturity date, as per the governing documents.  The ratings of the
class B-1, B-2, C, and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as well as the stated balance of principal by the legal
final maturity date, as per the governing documents.  The rating
of the limited partnership interest certificates addresses the
likelihood that investors will receive the ultimate stated balance
of principal by the legal final maturity date.

Fitch's current asset-backed securities collateral asset manager
rating for GMAC Institutional Advisors LLC is 'CAM1'.  Fitch will
continue to monitor CREST G-STAR 2001-1 closely to ensure accurate
ratings.  For more information on GIA's collateral asset manager
rating, see the report titled 'GMAC Institutional Advisors LLC,'
dated March 15, 2004, available on the Fitch Ratings web site at
http://www.fitchratings.com/

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  As a result of this analysis,
Fitch has determined that the original ratings assigned to the
class A notes and the limited partnership interest certificates
still reflect the current risk to noteholders; however, the
current ratings assigned to the classes B-1, B-2, C, and D notes
no longer reflect the current risk to noteholders, and have
subsequently improved since closing.

Fitch will continue to monitor and review these transactions for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


DEBORAH DOUGLAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Deborah Douglas
        aka Deborah S. Douglas
        1304 Ridge Road
        Laurel Hollow, NY 11791

Bankruptcy Case No.: 05-85685

Chapter 11 Petition Date: August 19, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Stephen B. Kass, Esq.
                  Law Offices of Stephen B. Kass
                  250 Hempstead Avenue, 2nd Floor
                  Malverne, New York 11565
                  Tel: (516) 887-1800
                  Fax: (516) 887-8456

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                    Unknown
   Special Procedures Function
   625 Fulton Street
   10 Metrotech Center
   Brooklyn, NY 11201

   United States Attorney                      Unknown
   Attn: Chief of Bankruptcy Litigation
   One Pierrepont Plaza, 14th Floor
   Brooklyn, NY 11201

   U.S. Department of Justice                  Unknown
   Tax Department
   P.O. Box 55
   Ben Franklin Station
   Washington, DC 20044

   NYS Dept. of Taxation & Finance             Unknown
   Queens District Office
   80-02 Kew Gardens Road
   Kew Gardens, NY 11415

   United States Attorney                      Unknown
   100 Church Street
   New York, NY 10007

   Chase Manhattan Bank USA                    Unknown
   P.O. Box 15909
   Wilmington, DE 19886-5909

   Citi Cards                                  Unknown
   P.O. Box 8105
   S. Hackensack, NJ 07606-81

   Eastern Savings Bank, FSB                   Unknown
   c/oKriss & Feuerstein, LLP
   360 Lexington Avenue
   New York, NY 10017

   HSBC NV                                     Unknown
   95 Washington Street
   #4 North Buffalo, NY 14273

   Internal Revenue Service                    Unknown
   Insolvency Section
   625 Fulton Street
   10 Metrotech Center
   Brooklyn, New York 11201

   NYS Department Tax & Finance                Unknown
   Tax Compliance Div. - Oos Un
   O.S. Unit Building 8, Room 7
   Albany, NY 12227-0209

   Tracy Ciocia                                Unknown
   c/o Palmieri & Castiglione, LLC
   250 Mineola Boulevard
   Mineola, NY 11501


DIAMOND TRIUMPH: Recapitalization Cues S&P to Affirm B- Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and 'B-' senior unsecured notes ratings on Diamond Triumph
Auto Glass Inc., following Diamond Triumph's announcement of its
planned recapitalization and tender offer for up to $22 million of
its $72 million 9.25% senior notes.  The company had $75 million
of balance-sheet debt at June 30, 2005.  The outlook is negative.

"Diamond Triumph's credit profile will be enhanced if the
recapitalization and debt reduction, funded mostly by new equity,
is completed as contemplated," said Standard & Poor's credit
analyst Nancy C. Messer.  Furthermore, free cash flow should
improve because of lower interest costs, allowing the company to
accelerate debt reduction in future quarters.

However, the ratings affirmation at the 'B-' level reflects many
continuing credit risks.  Diamond Triumph will remain aggressively
leveraged, with lease-adjusted total debt to EBITDA of about 5.5x,
even if the maximum $22 million of notes is tendered, compared to
7.8x for the 12 months ended June 30, 2005.  EBITDA interest
coverage, which was 1.5x at June 30 would improve to about 2x but
remain weak.  The company's capital structure will still require
refinancing in the intermediate term, since the credit facility
expires in March 2007 and the subordinated notes that remain
outstanding (between $50 million and $58 million) mature in April
2008.  Liquidity could be very tight immediately following the
recapitalization, assuming that funding for the tender requires
borrowing under the revolving credit facility and given that the
fourth quarter is typically a cash-using quarter.  Industry
conditions remain challenging, with weak market demand and
continuing pricing pressures.

The eligible tendered senior notes will be purchased for cash,
funded by borrowings under the revolving credit facility and $12.5
million in proceeds from the expected sale of common stock to
Kenneth Levine, the company's chairman.  The tender offer,
structured as a modified Dutch auction, will expire on Sept. 15.
Following the recapitalization, Diamond Triumph will be controlled
by Levine and Green Equity Investors II LP, who will hold common
equity shares of about 52% and 46%, respectively.

The ratings on Diamond Triumph reflect the company's very
aggressive debt leverage and exposure to the highly competitive
North American automotive glass replacement and repair market.
Despite its well-established position in this highly fragmented
market, the company, being one of the largest providers of such
services, has faced difficult industry conditions, including
unfavorable pricing trends, for the past three years.

Kingston, Pennsylvania-based Diamond Triumph owns and operates
about:

   * 249 service centers,
   * 1,000 mobile installation vehicles, and
   * six distribution centers in 44 states.

Management's current focus is to improve the financial performance
of underperforming service centers and eliminate redundant
facilities.


DIGITAL LIGHTWAVE: Borrows $375,000 from Optel Capital
------------------------------------------------------
Digital Lightwave, Inc., borrowed $375,000 from Optel Capital,
LLC, On August 12, 2005.  Optel is controlled by the Company's
largest stockholder and current Chairman of the Board, Dr. Bryan
Zwan.

The loan is evidenced by a secured promissory note, bears interest
at 10.0% per annum, and is secured by a security interest in
substantially all of the Company's assets.  Principal and any
accrued but unpaid interest under the secured promissory note
is due and payable upon demand by Optel at any time after
September 30, 2005.

A full-text copy of the Secured Promissory Note is available for
free at http://ResearchArchives.com/t/s?f1

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

As of June 30, 2005, Digital Lightwave's equity deficit widened to
$42,616,000 from a $29,146,000 deficit at Dec. 31, 2004.


DIRECT INSITE: Balance Sheet Upside-Down by $3 Million at June 30
-----------------------------------------------------------------
Direct Insite Corp. (OTC BB:DIRI.OB) disclosed its financial
results for the three and six months ended June 30, 2005.

Revenue from continuing operations for the three and six months
ended June 30, 2005, increased 35.0% and 15.0% to $2,318,000 and
$4,398,000, respectively, compared to revenue from continuing
operations of $1,716,000 and $3,822,000 for the same periods in
2004.  Recurring revenues from EIP&P services increased 48.2% and
32.0% to $1,439,000 and $2,589,000 for the three and six months
ended June 30, 2005, respectively, compared to $971,000 and
$1,961,000 for same periods in 2004, while recurring revenues from
other non-EIP&P services decreased by $273,000 for the six months
ended June 30, 2005, compared to 2004.

Revenues from professional services increased 44.0% to $867,000
and 14.1% to $1,783,000 for the three and six months ended
June 30, 2005, respectively, compared to $602,000 and $1,562,000
for the same periods in 2004.

Direct Insite reduced its operating loss for the three and six
month periods ended June 30, 2005, 62.1% and 14.6%, to $170,000
and $380,000, respectively, compared to losses of $449,000 and
$445,000 for the three and six month periods ended June 30, 2004,
respectively.

Basic and diluted net loss per share from continuing operations
for the three and six-month periods ended June 30, 2005, was
$0.10 and $0.20, respectively, compared to basic and diluted net
loss per share from continuing operations of $0.17 and $0.22 for
the same periods in 2004.  The net income per share from
discontinued operations for the three and six month periods ended
June 30, 2005, was $0.00 and  $0.00, respectively, compared to a
net income per share from discontinued operations of $0.01 and
$0.06 for the same periods in 2004.

Direct Insite CEO and Chairman of the Board James A. Cannavino
said, "During the first half of 2005 the Company's recurring
revenues from its Invoice-on-Line (IOL) family of EIP&P offerings
that support accounts receivable organizations continued to show
strong growth.  Two additional corporations committed to become
users of the IOL service with deployments in both North America
and Europe.  We now deliver our electronic invoice presentment and
payment service in more than thirty countries around the world
supporting eighteen local languages and currencies."

The portfolio of the Company's offerings was significantly
expanded in the first quarter with the deployment of the Invoices
on Line for Accounts Receivable (IOL/AP) service offering IOL/AP
accepts purchase orders from a Corporations supply chain anagement
system, proof of delivery or acceptance data, and other such
documentation and then provides the AP department with a workflow
that insures proper delivery, quantity and price charged, and
compliance with various contractual terms and conditions.  IOL/AP
also facilitates payment to the vendor and provides monitoring and
reporting that assists in assuring SOX  compliance.

This new IOL/AP service "went live" during the quarter in support
of a Global 1000 company . . . With IOL/AP supporting the accounts
payable organization and Invoices on Line (IOL) supporting
accounts receivables requirement the combination provides the
enterprise with a single AR/AP solution.

One of the key differentiators of the IOL family of offerings is
the global coverage and thousands of existing corporate users
already part of the IOL user community.  Additionally, IOL offers
a number of industry specific features such as those offered in
the IOL Extended Edition, which adds  "Pre-Bill Review" and "Field
Delivery Team Approval" for the services industry.  These two key
attributes were further enhanced this quarter with the deployment
of IOL eXtended Edition to Europe to support the fast growing
services and outsourcing business areas

Headquartered in Bohemia, New York, Direct Insite Corp. --
http://www.directinsite.com/-- employs a staff of 54.  The
Company's IOL solution is deployed in North and South America,
Europe/Middle East/Africa and Asia/Pacific geographic areas.

As of June 30, 2005, Direct Insite's equity deficit widened to
$3,033,000 from a $2,537,000 deficit at Dec. 31, 2004.


EMPIRE RESORTS: Shareholders Approve 2005 Equity Incentive Plan
---------------------------------------------------------------
Empire Resorts, Inc.'s stockholders approved the adoption of the
2005 Equity Incentive Plan on August 17, 2005, during the
company's annual meeting of stockholders.

The Plan allows for the issuance of up to 3.5 million shares of
the Company's common stock.  The compensation committee of the
board of directors administers the Incentive Plan.

The types of awards that may be granted under the Plan include
options (both incentive stock options and nonqualified stock
options under Section 422 of the Internal Revenue Code of 1986, as
amended) and restricted stock awards.

A full-text copy of the Equity Incentive Plan is available for
free at http://ResearchArchives.com/t/s?ee

Empire Resorts, Inc., operate Monticello Raceway, a harness horse
racing facility located in Monticello, New York, 90 miles
Northwest of New York City.  On June 30, 2004, the Company
operating 1,744 video gaming machines on the property.  The
Company also has an agreement with the Cayuga Nation to develop
and manage a Native American casino entitled the Cayuga Catskill
Resort adjacent to the Raceway.

As of June 30, 2005, Empire Resorts' equity deficit widened to
$19,549,000 from a $14,992,000 equity deficit at Dec. 31, 2004.


ENRON CORP: Gets Court Nod on Five Employee Settlement Agreements
-----------------------------------------------------------------
A number of employees filed claims against Reorganized Enron
Corporation and its debtor-affiliates seeking payment under
various types of employee benefit or incentive plans, or seeking
payment of other allegedly unpaid amounts, Sylvia Mayer Baker,
Esq., at Weil Gotshal & Manges, in New York, relates.  In many
instances, the claims filed exceed the Debtors' analysis of the
correct amount of those claims.  The Debtors also determined that
mutual setoffs should be applied to certain of the employee
claims.

For claims where there was no mutuality, the Reorganized Debtors
entered into a negotiated settlement with the employee claimants.
The Debtors worked diligently to consensually resolve many of the
employee claims.

Pursuant to Section 105(a) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedure, the Reorganized
Debtors sought and obtained the Court's approval of these
settlements, which were filed under seal:

A. Nine Late NQB Plan Claim Settlements

    The Reorganized Debtors, in consultation with a Steering
    Committee of a group of their former employees, developed a
    settlement proposal to resolve a substantial percentage of the
    claims arising under nonqualified benefit plans.  Under
    the settlement mechanism, letters were sent to 627 Plan
    participants to whom a settlement offer was made.  To the
    extent accepted, each settlement offer resulted in an allowed
    general unsecured claim against Enron Corp.

    About 522 of the 627 claimants accepted the settlement offers,
    resulting in resolution of 548 claims.  After the deadline
    established by the Reorganized Debtors and the filing of a
    motion to approve settlements with the accepting participants,
    the Debtors received acceptances of the settlement letters
    from an additional nine claimants.  The Debtors considered the
    late settlement letters and elected to accept the late
    settlement letters, which resolved an additional 12 claims.

B. Two Stipulations Related to PGH Settlement

    As previously reported, the Court approved a settlement
    of benefit plan claims related to Portland General Holdings.
    Consistent with the terms of the PGH Settlement, claimants
    released some claims and consensually resolved other claims.
    In conjunction with the PGH Settlement, the Reorganized
    Debtors entered into stipulations with two claimants to
    clarify resolution of their claims arising under the NQB
    Plans.

C. Tax-Related Settlements

    1. An audit of calendar year 2001 by the Internal Revenue
       Service found that two employees asserting claims
       aggregating $197,901, either owe Enron for amounts that
       were paid to the IRS for employment taxes, or for federal
       income taxes for non-business expenses.  The Reorganized
       Debtors' books and records however reveal that these
       claimants were owed amounts under employment-related
       agreements.

       After offsetting the amounts owed by the claimants to the
       Debtors against the amounts owed by the Debtors to the
       claimants, the parties entered into a settlement agreement
       wherein they agreed allow the two claims for $187,588.

    2. The Debtors employed numerous expatriates who were assigned
       to work in various international locations around the
       world.  To ensure that (i) expatriate employees paid the
       same amount of income taxes while on foreign assignment
       that they would have paid had they remained in their home
       country, and (ii) any assignment related premiums and
       allowances received by the expatriates were on a gross
       basis, the Debtors maintained an Income Tax Equalization
       program.

       The Reorganized Debtors determined that eight expatriates
       asserting $323,280 in aggregate claims owe outstanding
       amounts to the Debtors in accordance with the TEQ Program.
       The Debtors also determined that the expatriate claimants
       are owed amounts under employment-related agreements.

       After offsetting the amounts owed by the claimants to the
       Debtors against the amounts owed by the Debtors to the
       claimants, the parties agreed to the resolve the remaining
       amounts due the expatriates pursuant to a settlement
       agreement.  Under the settlement, the expatriate claimants
       will have $201,454 in aggregate allowed amount for their
       claims.

D. Eleven Other Employee Claim Settlements

    The Reorganized Debtors negotiated settlement agreements with
    11 claimants to globally resolve their claims aggregating
    $1,304,598.  The claims, among others, assert:

       -- unpaid amounts under severance or separation agreements,
       -- unpaid amounts under bonus or other incentive plans,
       -- unpaid benefits under NQB Plans,
       -- reimbursable expenses,
       -- unpaid vacation, or
       -- unpaid sales commission.

    The 11 Settlement Agreements result in withdrawal or
    disallowance and expungement of many of the claims.  Some of
    the claims will be allowed after (i) reduction, (ii)
    reclassification or (iii) correction of the Debtor against
    which the claims were filed.  The claimants' allowed claims
    will total $118,586.

E. Florida Gas Settlement

    Florida Gas Transmission filed Claim No. 22855 for $6,843,932,
    asserting reimbursement of payments it made to certain
    employees under the Houston Natural Gas Corporation Deferred
    Income Program.  Florida Gas is jointly liable with the
    Debtors under the HNG Program and remains current on its
    obligations to make payments under this program.

    The Reorganized Debtors and Florida Gas reviewed employee
    claims arising under the HNG Program and agreed on methods for
    estimating unsecured claims to be paid by Florida Gas in the
    future.  To resolve and liquidate Florida Gas' unsecured claim
    against Enron Management Inc. for reimbursement of the claims
    it has paid and will continue to pay under the HNG Program,
    the Debtors and Florida Gas executed a settlement agreement.

    Under the Florida Gas Settlement, Claim No. 22855 will be
    allowed against Enron at the reduced amount of $3,434,036.
    The Settlement further provides that the allowed claim will be
    the sole claim against the Debtors arising under the HNG
    Program.  Any other claims under the program will be released.

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

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


ENRON CORP: Inks Pact Resolving Liberty Mutual's Claim for $2.8MM
-----------------------------------------------------------------
Before the Petition Date, Liberty Mutual Surety, formerly known
as Liberty Bond Services, a division of Liberty Mutual Insurance
Company, issued surety bonds on behalf of Enron Corporation and
its debtor-affiliates for the benefit of various obligees.  Enron
Corp. entered into a General Indemnity Agreement with the Surety
related to the Surety Bonds.

On December 3, 1999, and as part of its issuance of the Surety
Bonds, the Surety issued a payment bond in the amount of
$2,500,000, on behalf of Enron Federal Solutions, Inc., in
connection with a contract between EFS and the United States of
America to provide utility repairs and maintenance services for
the United States Army installation at Fort Hamilton, New York.

Pursuant to the EFS Bond, the Surety guaranteed the payment of
subcontractors EFS hired in connection with the Fort Hamilton
Contract, and from and after the Petition Date, EFS defaulted on
its obligations to pay two subcontractors.

On February 21, 2002, the Court granted Liberty relief from the
automatic stay to perform its obligations under the EFS Bond and
to enforce its subrogation rights.

In 2002, the Surety made payments in the aggregate amount of
$1,364,147 to the Subcontractors to satisfy, in full, EFS' unpaid
obligations in connection with the Fort Hamilton Contract.

The Surety filed claims in connection with the Fort Hamilton Bond
Payments:

   -- Claim No. 13998, filed against EFS, which has been amended
      and superseded by Claim No. 25254, and

   -- Claim No. 25252, filed against Enron.

The Reorganized Debtors objected to the Claims.

To resolve the Claims without the expense of litigation, the
parties agree that:

   (i) Claim No. 25254 will be allowed Class 29 general
       unsecured claim against EFS for $1,364,147;

  (ii) Claim No. 25252 will be allowed as Class 185 against
       Enron for $1,504,567;

(iii) Claim No. 13998 will be disallowed and expunged;

  (iv) in the event that the Surety successfully recovers any
       Recovered Amount in its Government Recovery Action, the
       Allowed Claims will be reduced by the amount of the
       Recovered Amount less the Surety's reasonable costs and
       attorneys' fees in obtaining the Recovery;

   (v) the Surety will reimburse the Debtors' estates to the
       extent that it receives, or has previous received, any
       distributions on account of the difference between the
       Allowed Claims and the Reduced Allowed Claims; and

  (vi) to the extent not specifically allowed in the Stipulation,
       the Surety's Claims are disallowed.

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

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


ENRON CORP: Societe Generale Energie Holds $900,000 Allowed Claim
-----------------------------------------------------------------
Societe Generale Energie SA filed Claim No. 1081 against Enron
Corp. for $4,498,582.

On Dec. 18, 2003, the U.S. Bankruptcy Court for the Southern
District of New York granted the 17th Omnibus Claims Objection,
disallowing and expunging the Claim.

The parties agree to resolve the Objection on these terms:

    1. The Omnibus Objection Order will be vacated as to the
       Claim;

    2. The Claim will be allowed as a Class 4 General Unsecured
       Claim against Enron in the amount of $900,000;

    3. All scheduled liabilities related to SGE in respect of the
       Claim will be disallowed in their entirety in favor of the
       Allowed Claim; and

    4. The parties release each other from any claims with the
       exception of any claims that SGE may have with regard to
       Enron Capital & Trade Resources Limited, in administration
       in the United Kingdom since November 29, 2001.

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

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


ERIC CAMPMAN: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Eric Pierce & Ivonne NMN Campman
         524 Tyler Court
         Cottontown, Tennessee 37048

Bankruptcy Case No.: 05-09911

Chapter 11 Petition Date: August 19, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $747,300

Total Debts:  $1,378,859

Debtors' 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
SBA                           Building and 5 acres      $138,888
50 Vantage Way #201           located at 3135
Nashville, TN 37228           Pleasant Grove Road,
                              White House, TN
                              Value of senior lien:
                              $965,000

TN Dept Revenue                                           $3,000
c/o TN Atty. Gen. Office
525 5th Avenue No. 2nd Floor
Nashville, TN 37243

State of CA Franchise Board                               $1,600
P.O. Box 942857
Sacramento, CA 94257


FALCON PRODUCTS: Selling 87.4% Stake in Czech Falcon Mimon Unit
---------------------------------------------------------------
Falcon Products, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Missouri, Eastern Division, to sell its 87.4%
interest in Falcon Mimon, a.s. Czech Republic.

Falcon is comprised of nine domestic debtor corporations and five
active foreign subsidiaries in China, Hong Kong, Mexico, the Czech
Republic and Denmark.  Falcon wholly owns all foreign affiliates
except for Mimon.  These foreign subsidiaries manufacture
furniture for their local customers and also have exported
unassembled furniture to the Debtors' factories located in the
United States.

Mimon's unaudited balance sheet as of June 2005 shows total assets
of $9.4 million and $3.3 million in total debts.  The company's
assets include:

   -- $3.5 million of inventory;
   -- a $100,000, third-party receivables; and
   -- property, plant and equipment valued at $5.6 million.

Mimon's liabilities include:

   -- $1.4 million of trade payables and accrued expenses; and

   -- a $1.9 million loan from the Ceskoslovenska Obchodni
      Banka, a.s.

The bank loan, due in March 2006, is secured by a lien on all of
Mimon's assets except for its equipment.  Falcon provided an
unsecured guarantee to the Czech bank.

The Debtors have stopped purchasing goods from Mimon as part of
their cost-cutting initiatives contemplated in their Plan of
Reorganization.  After Falcon made known its intention to cease
purchasing chair frames from Mimon, the Bank threatened to seize
the company's assets.  Falcon wired $166,000 to Mimon in June
2005.  The Czech bank seized those funds, creating a liquidity
crisis at the factory.   The Bank made it clear that an orderly
wind-down of Mimon is out of the question.  Either the Debtors
find an acceptable buyer for the factory or the Bank will seize
all of its assets.

BEKY a.s., a Slovak company supplying wood to Mimon, expressed
interest in buying the factory.  The Bank advised it would support
a transaction with BEKY.  Subsequently, the parties were able to
negotiate a term sheet acceptable to the Bank.  The salient terms
of the Term Sheet are:

   a) Falcon will transfer its 87.4% interest in Mimon to BEKY
      for a nominal $1.00 amount.

   b) BEKY will guarantee the CSOB Bank Loan and CSOB will release
      Falcon from its Bank Debt guarantee.

   c) BEKY will assume the net amount due to Mimon from Falcon.
      This amount totals approximately $623,000 and consists of
      the following components: $1,516,000 prepetition payable
      due to Mimon net of the $1,160,000 prepetition receivable
      due to Falcon, plus the $276,000 postpetition payable due
      to Mimon from Falcon.

   d) Falcon will purchase $332,000 of goods from Mimon at a 20%
      discount.  The purchase price will be funded 50% upon
      shipment and 50% upon receipt of goods, which will be
      placed in an escrow account.

   e) BEKY will provide a CZK 15 million (approximately $623,000)
      working capital loan to Mimon to assist Mimon through the
      transition.

Falcon stresses that unless a sale transaction is completed
quickly, the Czech Bank will force Mimon into bankruptcy and
liquidate its assets.  That course of action would leave nothing
for Falcon.

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: Has $4MM Offer for Sellers & Josephson's Assets
----------------------------------------------------------------
Sellers & Josephson, Inc., one of Falcon Products, Inc.'s debtor-
affiliates, asks the U.S. Bankruptcy Court for the Eastern
District of Missouri, Eastern Division, for authority to sell all
of its assets to Horizon Motors, Inc., for $4 million, subject to
higher and better offers.

The move is in accordance with the Debtors' business consolidation
contemplated in its Plan of Reorganization.  The Debtors' Plan is
dependent on the success of the consolidation plan which include
among others, the sale of subsidiaries to reduce administrative
overhead, eliminate redundancies and inefficiencies throughout the
organization.

Falcon's plan intends to focus the company's efforts and resources
on the commercial furniture business.  S&J is a wall-covering
manufacturer.  As such, the Debtors deem it best to divest
themselves of this subsidiary.

Under the sale agreement, S&J will:

   a) assign its lease of the property located at 50 Armor Avenue
      in Carlstadt, New Jersey to Horizon;

   b) assign to Horizon its Vehicle Lease Service Agreement with
      Penske Truck Leasing Company; and

   c) agree with Horizon regarding the termination of the lease
      for the property located at 86 Route 4 East in Englewood,
      New Jersey.

The Court will convene a hearing on August 24, 2005, to consider
approval of the sale to Horizon and a hearing on September 28 to
consider approval of the sale procedures and to set a date for a
public auction.

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.


FLEMING COS: Trust Wants Court to Reduce Core-Mark Stock Reserve
----------------------------------------------------------------
The Post Confirmation Trust created pursuant to the confirmed plan
of reorganization of Fleming Companies, Inc., and its subsidiaries
asked the United States Bankruptcy Court for the District of
Delaware for permission to allow it to make a reduction in the
reserve of Core-Mark stock to be maintained pursuant to the Plan
and Confirmation Order on account of disputed claims.  Core-Mark
is the reorganized company that emerged from Chapter 11 on
Aug. 23, 2004.

The Plan directs all of Core-Mark's common stock (except for the
shares reserved for Core-Mark's management and for certain
warrants issued under the Plan) to be distributed to the holders
of allowed general unsecured claims.  The Plan also requires that
an appropriate reserve be established for general unsecured claims
that are not yet allowed or in dispute.  Based on an order of the
Bankruptcy Court from January 2005, the Trust currently maintains
a Disputed Reserve that is based on an estimate of the maximum
aggregate general unsecured claims to be ultimately allowed of
$3.29 billion.  All of the distributions of Core-Mark stock made
to-date were made on the basis of these numbers.

However, due to the Trust's diligent pursuit of reconciling the
general unsecured claims, it is now in the position to seek
further reduction of the Disputed Reserve.  While the aggregate
amount of the general unsecured claims that will be ultimately
allowed in these cases is unknown at this time, the Trust
currently conservatively estimates that the maximum amount of the
ultimately allowed general unsecured claims will be no more than
$2.58 billion.  The general unsecured claims allowed to-date total
$1.78 billion.  Accordingly, the Trust has asked the Court for
authority to reduce the Disputed Reserve.  As set forth in the
Court pleadings, this number is conservative.  The Trust currently
believes the allowed aggregate amount of general unsecured claims
entitled to stock distribution will be lower, but due to the fact
that the claims review and reconciliation process is not yet
complete, the final aggregate amount of general unsecured claims
cannot be accurately predicted at this time.  Additional stock
will be distributed to the holders of allowed claims through
subsequent periodic distributions.

In the court pleadings, the Trust has included calculations which
indicate how the $2.58 billion estimate was derived, as well as
why it believes that estimate to be conservative.

A new distribution will be made to claimants that previously
received Core-Mark stock and will be based on the $2.58 billion
estimate, increasing their allocation to 69% of the aggregate
distributable stock, while 31% of the aggregate distributable
stock will be retained in the reserve.

In the coming week the Trust anticipates filing its First Status
Report which will provide an update on operations of the trust
since the Effective Date.  This report will provide more insight
on the anticipated recoveries from the trust, including the
potential for cash distributions to the holders of allowed general
unsecured claims.  The RCT has recently filed its first status
report and indicated that "the RCT should have the ability to
satisfy all reclamation claims" and "may ultimately turn over a
surplus to the Post Confirmation Trust".  Based on this report, it
appears unlikely that the RCT will require distributions from the
PCT or funding under the Core-Mark guarantees.   The PCT is
optimistic that, upon completion of its efforts, it will have
sufficient cash available to allow cash distributions to general
unsecured creditors that will meet or exceed the $33 million that
was projected in the Disclosure Statement.

The Court will convene a hearing on the Company's request on
Sept. 27, 2005, at 10:30 a.m.

The PCT has set up a hotline to answer the questions of parties in
interest: the hotline number is 972-535-7149.

Core-Mark is one of the largest broad-line, full-service wholesale
distributor of packaged consumer products to the convenience
retail industry in North America.  Founded in 1888, the Core-Mark
provides distribution and logistics services as well as marketing
programs to over 18,000 retail locations in 37 states and five
Canadian provinces through 23 distribution centers. Core-Mark
services traditional convenience retailers, grocers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods.  For more information, visit
http://www.core-mark.com/

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- was the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on August 23, 2004.  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities.


FLEXTRONICS INT'L: Fitch Affirms Senior Subordinated Debt at BB+
----------------------------------------------------------------
Fitch Ratings has affirmed Flextronics International, Ltd.'s 'BB+'
senior subordinated debt and assigned a 'BBB-' rating for the
company's senior unsecured bank credit facility.  The Rating
Outlook is Stable. Fitch's action affects approximately $1.6
billion of debt.

The ratings and Outlook reflect Flextronics' relatively consistent
operating performance over the last several years, which has been
driven by greater exposure to more stable consumer electronics
end-markets; industry-leading cash conversion cycle, which has
contributed to annual free cash flow; and one of the industry's
best-positioned low-cost manufacturing footprints.  Also
considered is the company's organic revenue growth, which has
partially mitigated meaningful customer share erosion in
Flextronics' wireless handset segment.

The ratings incorporate longer term industry growth trends
supported by increased penetration of the manufacturing and design
outsourcing model and expectations that tier 1 electronics
manufacturing services providers will continue to benefit from
original equipment manufacturers consolidating their EMS
suppliers.

Ratings concerns center on integration risks related to the
acquisition of Nortel Networks' manufacturing facilities,
Flextronics' acquisitive history and more aggressive operating
strategy, and increased operating leverage associated with the
company's vertical model, which has contributed meaningfully to
recent operating margin expansion but increases Flextronics
sensitivity to demand.  The ratings also reflect the EMS
industry's thin operating margins and ongoing competition from
original design manufacturers.

Flextronics' operating results have exhibited comparatively lower
volatility than the majority of its peers, due to the more stable
unit growth exhibited by consumer electronics in comparison to IT
markets.  Furthermore, the company has gradually diversified its
revenue base by expanding revenues in nontraditional end-markets
(12% of revenues versus 9% for fiscal 2004), as well as its
communications infrastructure through its Nortel transaction.  At
the same time, Fitch believes that Flextronics' low-cost
manufacturing footprint has mitigated some pricing pressures.
Fitch estimates that the company's earlier and more aggressive
restructuring activities following the IT downturn have resulted
in Flextronics having among the highest percentages of low-cost
capacity in the industry.

Despite revenue diversification, Fitch believes the Nortel
transaction, which could result in $2 billion of annual revenues,
and the integration of related facilities, will affect
Flextronics' operating performance negatively in the short term
due to manufacturing and supply chain inefficiencies and the lower
inventory turns associated with communications equipment.

However, the current ratings incorporate Fitch's expectation that
Flextronics will expand operating margins from this transaction to
company wide levels in the intermediate term along with restoring
CCC days to industry-leading levels.  Fitch expects Flextronics to
fund the five remaining installment payments to Nortel, totaling
approximately $500 million, from a combination of: cash, an
expected $550 million of net proceeds from pending asset
divestitures, or borrowings under the company's revolving credit
facility.

If borrowings are used, then Fitch expects the company will
rapidly reduce these amounts with subsequent free cash flow, as it
has historically done following debt-financed acquisitions.  Given
the size and complexity of the Nortel transaction and Flextronics'
pending purchase of the minority interest of its software unit for
approximately $137 million, the ratings incorporate Fitch's
expectation that Flextronics will curtail significant acquisition
activity in the near term.

Total debt was approximately $1.8 billion as of June 30, 2005, and
consisted primarily of: $500 million 1% convertible subordinated
notes due 2010; approximately $400 million 6 1/2% senior
subordinated notes due 2013; approximately $507 million 6 1/4%
senior subordinated notes due 2014; and $200 million zero-coupon
convertible junior subordinated notes due 2008.  While total
adjusted debt (adjusted for proceeds from accounts receivable
sales [A/R] and rental expense) has declined over the past year,
primarily as a result of Flextronics' redemption of approximately
$175 million 9 3/4% senior subordinated notes due 2010, Fitch
believes there is less opportunity for further debt reduction
through the intermediate term due to the longer term maturity
profile of the remaining debt.

Consequently, Fitch expects adjusted leverage to erode slightly
for fiscal 2006, from 3.0 times (x) for the latest 12 months ended
June 30, 2005 (3.4x for the preceding year), due to profitability
pressure from Nortel. Longer term, Fitch would expect Flextronics
to reduce debt and/or grow operating EBITDA in order to maintain
total adjusted leverage at approximately 3.5x.

Liquidity as of June 30, 2005 was sufficient to meet near-term
debt maturities and was supported by approximately $830 million of
cash and cash equivalents and an undrawn $1.35 billion senior
unsecured revolving credit facility expiring 2010.  Additional
sources of liquidity include a $250 million A/R program, expiring
March 2006, of which approximately $98 million was outstanding as
of June 30, 2005, and annual free cash flow in each of the past
four fiscal years (after adjusting for A/R proceeds).

Flextronics' CCC continues to lead the tier 1 EMS industry, but
increased to a Fitch-estimated 28 days, adjusting for A/R sales,
for the LTM ended June 30, 2005, from a record low 23 days at the
end of fiscal 2004.  Fitch believes CCC days could increase
further as the company integrates Nortel, potentially resulting in
modest cash usage for fiscal 2006.


FOOTSTAR INC: Has Until Nov. 10 to Solicit Acceptances of Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Footstar, Inc., and its debtor-affiliates' exclusive
right to solicit acceptances of their proposed Joint Plan of
Reorganization until Nov. 10, 2005.

The Court approved the adequacy of the Debtors' Disclosure
Statement on an interim basis on Dec. 13, 2004.

The Debtors' Plan is dependent on the assumption of a Master
Agreement with Kmart Corporation.  On July 2, 2005, Footstar and
Kmart entered into a Settlement Agreement that resolves all
litigation between them.  Pursuant to the agreement, Kmart
consents to Footstar's assumption of the Master Agreement subject
to some modifications.

The Settlement also allows the Debtors to continue their footwear
business in Kmart stores, reorganize expeditiously, pay creditors
in full, plus interest, and provide a significant return to
Footstar's equity holders.

With a settlement in hand, the Debtors believe they now can
proceed expeditiously toward soliciting votes for the Plan and
proceed with the confirmation process.  In addition, they will
incorporate the terms of the Settlement Agreement in an amended
Disclosure Statement and ask for a final approval of that
document.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FREESCALE SEMICONDUCTOR: Fitch Holds Sr. Unsec. Debt Rating at BB+
------------------------------------------------------------------
Fitch Ratings has revised its Rating Outlook on Freescale
Semiconductor, Inc. to Positive from Stable.  The company's senior
unsecured debt is affirmed at 'BB+'.  Fitch's action affects $1.25
billion of debt securities.

The Positive Rating Outlook reflects Freescale's consistent
operating momentum since the spin-off from Motorola, Inc., in July
2004, Fitch's greater comfort with the company's financial and
operating strategies, and the company's strengthening relationship
with Motorola as reflected by its recent design win for low-end 3G
phones through 2008, which Fitch believes provides some assurance
of the strength of Freescale's wireless products portfolio.

The rating reflects Freescale's strong credit protection measures;
solid liquidity position; conservative capital structure;
diversified end market and product portfolios; and strong
positions within the stable transportation and standard products
segment, as well as GSM and 3G baseband markets.  However, rating
concerns center on Freescale's significant ongoing investments in
research and development required to build the intellectual
property portfolio, particularly as the company tries to shift its
mix to higher value added platform products; ongoing capital
spending requirements; significant customer concentration to
Motorola, Inc., which typically represents 25%-30% of total sales;
the ongoing challenges the company faces in gaining new wireless
customers, particularly given its lack of current generation CDMA
products.  The ratings also incorporate the cyclical demand
patterns and volatile cash flows associated with the semiconductor
industry.

Within the context of modest sales growth and mixed semiconductor
demand environment, Freescale has demonstrated gross margin
expansion, resulting from ongoing restructuring activities that
focused on meaningfully reducing manufacturing capacity and
headcount.  Motorola's market share gains in wireless handsets
have also contributed meaningfully to margin expansion over this
time frame.  At the same time, the company's manufacturing
outsourcing strategy has enabled Freescale to hold capital
expenditures to below 10% of sales, which is slightly below the
industry average, and contributed to more than $550 million of
free cash flow generation.

Fitch believes that Freescale's continued operational stability
within the context of the cyclical semiconductor market, including
ongoing free cash flow, and maintenance of financial discipline
and strong liquidity position could lead to further positive
rating action.  The rating considers the potential for modest
share repurchases or acquisitions but that these actions are
expected to be offset by free cash flow and/or debt reduction.

In addition to Freescale's lower fixed cost structure resulting
from the aforementioned restructuring activity, Freescale's well-
diversified end market and product portfolios are expected to
mitigate some operational volatility going forward.  Freescale's
leading positions with the tier-1 automotive suppliers in the more
consistent transportation business (approximately 45% of sales),
driven by longer design cycles, increasing electronics content in
automobiles, and relatively stable worldwide unit growth, should
continue to add stability to the portfolio.

The wireless and mobile solutions segment (26% of sales), which
has suffered significant historical losses, has achieved minimal
profitability the past three quarters and, given the strength of
Motorola's current product portfolio and Freescale's recent design
win for low-end 3G phones through 2008, Fitch believes the
wireless and mobile solutions segment will continue to be
profitable over the near term and demonstrate more stability than
in the past.  The company also has a networking and computing
segment, representing the remainder of sales, which typically has
higher operating margins but also has experienced more volatile
sales.

Although Freescale's 'asset light' strategy, which involves
outsourcing some manufacturing to foundries and partnering to
share the risks of R&D projects, has been successful over the past
year, Fitch believes that ongoing investments in R&D and capital
expenditures will continue to be significant as these fixed costs
currently represent approximately 25%-30% of sales.  As the
company continues to build its brand and intellectual property
portfolio, Fitch expects R&D expense, which has increased over the
past year, to remain relatively fixed in absolute dollars.  In
addition, while the company outsources a greater percentage of the
manufacturing of wireless semiconductors, which require more
technologically advanced equipment in order to be price
competitive, Fitch believes Freescale would be challenged to
reduce maintenance capital spending, due to the company's leading
manufacturing position for the transportation segment.

Given these ongoing fixed investments, as well as expectations for
subdued demand over the near term and limited potential debt
reduction, Fitch believes credit protection measures will be
essentially flat but remain strong. For the latest 12 months
interest coverage (Operating EBITDA-to-interest incurred) was more
than 15 times(x) and total leverage (total debt-to-Operating
EBITDA) 1.1x.

As of July 1, 2005, Freescale's liquidity was strong and supported
by approximately $2.6 billion of cash and cash equivalents and
more than $1 billion of free cash flow over the last 2-1/2 years.
Given expectations for subdued demand growth over the near-term,
Fitch expects free cash flow could exceed $500 million for fiscal
year 2005.  Total debt at July 1, 2005 was approximately $1.3
billion and consisted of: i) $400 million of floating-rate (LIBOR
plus 275 basis points) senior notes due 2009 (callable in 2006),
ii) $350 million of 6.875% senior notes due 2011 (callable in
2008), and iii) $500 million of 7.128% senior notes due 2014
(callable in 2009).

                 About Freescale Semiconductor

Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) -- http://
www.freescale.com/ -- is a global leader in the design and
manufacture of embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.  Freescale
became a publicly traded company in July 2004 after more than 50
years as part of Motorola, Inc.  The company is based in Austin,
Texas, and has design, research and development, manufacturing
or sales operations in more than 30 countries. Freescale, a member
of the S&P 500(R), is one of the world's largest semiconductor
companies with 2004 sales of US$5.7 billion.


G-FORCE CDO: Fitch Lifts Rating on Two Low-B Rated Cert. Classes
----------------------------------------------------------------
Fitch Ratings upgrades 11 and affirms two classes of notes issued
by G-Force CDO 2003-1.  These rating actions are effective
immediately:

     --$146,458,304 class A-1 notes affirm at 'AAA';
     --$20,000,000 class A-2 notes affirm at 'AAA';
     --$28,750,000 class BFL notes upgrade to 'AA+' from 'AA';
     --$30,000,000 class BFX notes upgrade to 'AA+' from 'AA';
     --$12,000,000 class CFL notes upgrade to 'A+' from 'A';
     --$34,155,000 class CFX notes upgrade to 'A+' from 'A';
     --$13,800,000 class D notes upgrade to 'A' from 'A-';
     --$26,200,000 class E notes upgrade to 'A-' from 'BBB+';
     --$21,550,000 class F notes upgrade to 'BBB+' from 'BBB';
     --$26,000,000 class G notes upgrade to 'BBB+' from 'BBB';
     --$30,000,000 class H notes upgrade to 'BBB' from 'BBB-';
     --$40,000,000 class J notes upgrade to 'BB+' from 'BB';
     --$50,000,000 class K notes upgrade to 'B+' from 'B'.


Force CDO 2003-1 is a collateralized debt obligation whose
collateral was selected by G Funds Asset Management, LLC and
closed on Dec. 18, 2003.  G-Force CDO 2003-1 is composed of 100%
commercial mortgage-backed securities assets, including
approximately 25.4% CMBS B-notes.

The collateral credit quality has improved. Since closing, 12.8%
of the collateral has been upgraded, with 8.3% of the collateral
being upgraded since the last rating action in December 2004.

There have been no downgrades to date, and the
overcollateralization ratio has remained stable since the close of
the transaction.  There has been limited deleveraging of the
transaction's capital structure.  The A-1 note holders have
received principal distributions of approximately $16.3 million,
representing approximately 10% of initial A-1 balance.

The ratings on the class A-1, class A-2, class BFL, and class BFX
notes address the timely payment of interest and ultimate
repayment of principal.  The ratings on the class CFL, class CFX,
class D, class E, class F, class G, class H, class J, and class K
notes address the ultimate payment of interest and ultimate
repayment of principal.

Due to the increased credit enhancement levels and the positive
rating migration within the collateral pool, Fitch affirms the A-1
and A-2 classes, and upgrades all other classes.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's web site
at http://www.fitchratings.com/


GLASS GROUP: Court Okays Auction & Bid Procedures for Asset Sale
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved uniform bidding and auction
procedures related to the sale of substantially all of The Glass
Group, Inc.'s assets.

The Debtor asked for approval of the bid and auction procedures on
an emergency basis in view of its relative lack of liquidity and
the impending maturity, on Aug. 31, 2005, of a debtor-in-
possession facility extended by CapitalSource Finance, LLC.

As previously reported in the Troubled Company Reporter, the Court
authorized the Debtor to obtain up to $40 million in post-petition
financing under a revolving credit and security agreement with
CapitalSource and certain other DIP Lenders.

The Debtor's assets up for auction include:

     1) Millville, New Jersey Facilities - The Millville
        facilities include executive offices, a glass
        manufacturing plant, a mold manufacturing plant and a
        warehouse and distribution center.

        The 58-acre glass manufacturing plant is equipped with
        multiple melting furnaces for glass production and can
        produce up to 195 tons of glass per day.

        The 40,000 square feet mold manufacturing plant designs
        and supplies the Debtor's manufacturing plants with molds
        for production of its glass products.

        The warehouse and distribution center, occupying
        approximately 500,000 square feet in two buildings, stores
        and coordinates the Debtor's products to its costumers.

     2) Park Hills, Missouri Facility - The Flat River facility
        houses a glass manufacturing plant occupying approximately
        375,000 square feet situated on 44 acres.  The facility is
        equipped with melting furnaces for glass production and
        can produce up to 215 tons of glass per day.

     3) Mays Landing, New Jersey Facility - The leased Mays
        Landing facility is comprised of a decorating and coating
        plant, which occupies approximately 175,000 square feet on
        approximately 28 acres.

     4) Williamstown, New Jersey Facility - Williamstown facility
        is comprised of a decorating plant, which occupies
        approximately 65,000 square feet on approximately 30
        acres.  The facility is equipped with new spray guns,
        pressure sensitive labeling machines, high speed round
        screen printers, a high speed round screening machine and
        Lehr burners and controls.

        The facility' capabilities include: Research and
        Development, sampling, acid frosting, assembly, ceramic
        screening, Type II S02 treatment, precious metals
        screening and PVC plastic coating.

     5) Beijing Joint Venture Facility - The Beijing Wheaton Glass
        Company in China has a layout similar to the Flat River
        facility.  It is equipped with multiple melting furnaces
        and six production lines.  The facility's capabilities
        include glass manufacturing and decorating.

SSG Capital Advisors, LP, the Debtor's investment banker, has
conducted an extensive marketing process for the assets.  The
Debtor reports that SSG Capital has sent initial marketing
materials to approximately 69 parties, coordinated confidentiality
agreements with and sent offering memoranda to 29 potential
buyers, facilitated due diligence and arranged actual site visits
for 12 potential buyers.

To date, no asset purchase agreement or stalking-horse bid has
been executed with any of these interested parties.  The Debtors
intend to re-canvass all potentially interested bidders for the
assets in order to maximize interest on the proposed sale.

The competitive bidding and auction for the Debtor's assets is
scheduled at 9:00 a.m. on Aug. 29, 2005, at the offices of Morris
Nichols Arsht & Tunnell in Wilmington, Delaware.  Initial bids
must be submitted to Morris Nichols no later than 5:00 p.m. on
Aug. 25, 2005.

Objections to the proposed sale, if any, must be filed with the
Clerk of the Bankruptcy Court by 4:00 p.m. on Aug. 25, 2005.
Objections must also be served on:

    a) Debtor's Counsel

       Morris, Nichols, Arsht & Tunnell
       Attention: Derek C. Abbot, Esq.
       1201 North Market Street
       P.O. Box 1347
       Wilmington Delaware 19899-1347

    b) Counsel for CapitalSource Finance, LLC.

       Katten Muchin Rosenman LLP
       Attention: Kenneth J. Ottaviano, Esq.
       525 W. Monroe Street, Suite 1900
       Chicago Illinois 60661-3693

               -- and --

       Connolly Bove Lodge & Hutz LLP
       Attention: Jeffrey C. Wisler, Esq.
       The Nemours Building
       1007 N. Orange Street, Suite 878
       Wilmington, Delaware 19801

    c) Counsel for The Official Committee of Unsecured Creditors

       Cozen O'Connor
       Attention: Mark E. Felger, Esq.
       1201 N. Market Street, Suite 1400
       Wilmington Delaware 19801

    d) Office of the U.S. Trustee

       Attention: Margaret L. Harrison, Esq.
       J. Caleb Boggs Federal Building
       844 King Street, Lockbox 2313
       Wilmington, Delaware 19801

Only those objections complying with the general objection
procedures will be considered by the Court during the hearing
approving the sale at 1:30 p.m. on Aug. 30, 2005.

A copy of the bid and auction procedures is available for a fee at
http://www.researcharchives.com/bin/download?id=050822022043

                        Break-Up Fee

Judge Walsh further allowed the Debtor to provide a break-up fee
for any pre-qualified stalking-horse bidder selected by the
Debtor.  The break-up fee will be capped at a maximum amount of 3%
of the cash portion of the stalking-horse bidder's qualified bid.
The break-up fee will be treated as a priority administrative
expense and is payable out of the proceeds of the sale at closing.

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


HAPPY KIDS: Committee Hires Olshan Grundman as Substitute Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Happy Kids Inc.
and its debtor affiliates obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Olshan Grundman Frome Rosenzweig & Wolosky LLP as substitute
counsel, nunc pro tunc to July 18, 2005.

Olshan Grundman replaces Traub Bonacquist & Fox LLP, the
Committees' previous counsel.  The committee asked for the
replacement after Michael S. Fox, Esq., and Adam H. Friedman,
Esq., the attorneys representing the Committee from Traub
Bonacquist, joined Olshan Grundman.

Olshan Grundman will render the same services to the Committee as
previously approved by the Court in the Traub Bonacquist retention
order. Specifically, Olshan Grundman will:

   a) provide the Committee with legal advice with respect to its
      rights, duties and powers in the Debtors' chapter 11 cases;

   b) consult with the Debtors, their counsel, other professionals
      retained in the Debtors' chapter 11 cases and the U.S.
      Trustee concerning the administration of the Debtors' 11
      cases and their impact on their estates;

   c) assist and advise the Committee in analyzing the claims of
      creditors and in negotiating with those creditors;

   d) assist and advise in the Committee's investigation of the
      acts, conduct, assets, liabilities, and financial condition
      of the Debtors, the operation of the Debtors' businesses,
      and any other matters relevant to the chapter 11 cases or to
      the formulation of a plan of reorganization or liquidation,
      including considering the appointment of a trustee or
      examiner;

   e) assist and advise the Committee in its analysis and
      negotiations with the Debtors and any third parties, in the
      formulation of any plan of reorganization or liquidation,
      and with respect to the Committee's communications with the
      general creditor body regarding significant matters in the
      Debtors' bankruptcy cases;

   f) prepare pleadings, motions, applications, objections and
      other papers as may be necessary in furtherance of the
      Committee's interests and objectives, and represent the
      Committee at all hearings and other proceedings;

   g) analyze and advise the Committee of the meaning and
      importance of all pleadings and other documents filed with
      the Court; and

   h) perform all other legal services as may be required and
      deemed to be in the interest of the Committee in accordance
      with the provisions of the Bankruptcy Code.

Olshan Grundman professionals' current standard hourly rates are:

      Designation                           Hourly Rates
      ----------                            ------------
      Partners                               $360 - $530
      Associates & Counsel                   $215 - $360
      Paraprofessionals                      $130 - $190

Mr. Fox tells the Court that his Firm does not hold any interest
adverse to the Debtors and their estates and is therefore a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HAPPY KIDS: Hires Berenson as Auditor and Tax Services Provider
---------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York gave Happy Kids Inc. and its
debtor-affiliates permission to employ Berenson LLP as their
auditor, accountant and tax services provider, nunc pro tunc to
January 3, 2005.

The Debtors choose Berenson as their auditing, accounting and tax
services provider based on the Firm's extensive experience in
advising companies involved in large and complex chapter 11 cases.

In this engagement, Berenson will:

     a) audit and report on the Debtors' annual financial
        statements for the year ending Dec. 31, 2004.

     b) advise and assist in various federal, foreign, state and
        local tax matters as requested by the Debtors;

     c) provide other similar services and assistance as may be
        requested by the Debtors.

Berenson bills its clients based on these regular hourly rates:

        Designation                       Hourly Rate
        -----------                       -----------
        Partner                           $300 - $425
        Senior Manager $ Supervisor       $190 - $285
        Senior Staff                       $80 - $165

Stanley Joseph, an Audit Partner at Berenson and the lead
professional in this engagement, reports that his Firm's fees in
this engagement will not exceed $75,000 for the Audit of the
Debtor's 2004 Financial Statements and $15,000 for Corporate Tax
Returns as of Dec. 31, 2004.

Mr. Joseph assures the Court that Berenson does not hold any
interest adverse to the Debtors and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Joseph has extensive experience numerous industries where his
clients include manufacturers, distributors and importers of
apparel and textiles, furniture, toys, building supplies,
electronic components, and consumer electronics.  He spends
considerable time consulting and advising turnaround companies and
has vast experience in the structuring and placing of financing
for clients.

He is a member of the American Institute of Certified Public
Accountants and New York State Society of CPAs.  He has served on
committees such as Cooperation with Commercial Credit Grantors,
Cooperation with Bankers, and Apparel Manufacturing and Textile
Accounting.  He holds a B. A. in economics from Queens College and
an M.B.A. in public accounting from St. John's University.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HAYES LEMMERZ: G. Haymaker Disposes of 2,424 Shares of Stock
------------------------------------------------------------
In Form 4 report filed with the Securities and Exchange
Commission, George T. Haymaker, a director of Hayes Lemmerz
International, Inc., disclosed that he disposed of 2,424 shares
of the Company's restricted stock units on July 28, 2005.

Mr. Haymaker previously received the Restricted Stock Units
pursuant to the Hayes Lemmerz International, Inc. Long Term
Incentive Plan.  He beneficially owns 17,273 shares following the
transaction.

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).


INTELSAT LTD: Plans to Buy New Skies for $1.3 Billion
-----------------------------------------------------
Intelsat Ltd. is offering to acquire New Skies Satellites Holdings
Ltd. for $1.3 billion.

Blackstone Group acquired New Skies for $1 billion last year.

The Intelsat/New Skies merger would own 33 orbiting spacecraft,
including five relatively young New Skies satellites designed to
serve emerging international markets for video, Internet and data.

                         About New Skies

New Skies Satellites Holdings Ltd. operates five geosynchronous
communications satellites around the globe.  The company --
created in 1998 through the partial privatization of Intelsat.

                         About Intelsat

Intelsat, Ltd. offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 25
geosynchronous satellites in prime orbital locations.  Customers
in approximately 200 countries rely on Intelsat's global
satellite, teleport and fiber network for high-quality
connections, global reach and reliability.

As reported in the Troubled Company Reporter on Mar. 7, 2005,
Fitch Ratings has maintained the ratings of Intelsat:

   Intelsat, Ltd.

       -- senior unsecured notes at 'CCC+'.

   Intelsat (Bermuda), Ltd. (formerly Zeus Special Sub Ltd.)

       -- Senior unsecured discount notes at 'B-'.

   Intelsat Subsidiary Holding Company Ltd. (formerly Intelsat
   (Bermuda), Ltd.

       -- Senior unsecured notes at 'B';
       -- Senior secured credit facilities at 'BB-'.


INTERSTATE BAKERIES: Court Lifts Stay to Permit Set-Off with IRS
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
lifted the automatic stay to permit the Internal Revenue Service
to set off certain of its prepetition tax refunds against certain
prepetition taxes owed by Interstate Bakeries Corporation and its
debtor-affiliates.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that, per the 10-year carryback,
the Debtors are owed a $6,138,651 credit balance for the fiscal
year ending May 1994 that is to be applied to these fiscal years
or periods:

   1. Fiscal year ending May 2001 -- Carryback recapture due to
      reclassification of NOL and Specified Liability Loss
      balance due $45,855;

   2. Fiscal year ending May 2002 -- Carryback recapture due to
      reclassification of NOL and Specified Liability Loss
      balance due $3,071,569; and

   3. Fiscal Year ending May 2003 -- Carryback recapture due to
      reclassification of NOL and Specified Liability Loss
      balance due $3,021,227.

The credit balance and the balance due for all years are a result
of the loss carryback from the May 2004 fiscal tax year.

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

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


INTERSTATE BAKERIES: GE Commercial Wants Lease Obligations Paid
---------------------------------------------------------------
On April 9, 2001, GE Commercial Finance Business Property
Corporation, as successor-in-interest to General Electric Capital
Business Asset Funding Corporation, and Interstate Brands
Corporation entered into a Master Lease Purchase Agreement,
whereby GE Commercial leases to Interstate Brands certain
tangible personal property under equipment schedules executed
from time to time between the parties.

Pursuant to the Master Lease Agreement, GE Commercial and
Interstate Brands entered into two schedules, which:

   -- describe the equipment;

   -- establish the lease terms;

   -- set rental payments for the equipment; and

   -- establish the rights and obligations of Interstate Brands
      upon termination of the lease term.

The Schedules are:

   (1) Schedule 001

       Pursuant to Lease Purchase Addendum No. 1 dated April 9,
       2001, and Lease Purchase Closing Schedule No. 001 dated
       June 29, 2001, Interstate Brands leased Intermec 6220
       handheld Computers and Intermec 6820 Printers from GE
       Commercial.  Schedule 001 requires Brands to pay $194,758,
       as monthly rent in advance.

   (2) Schedule 002

       Pursuant to Lease Purchase Addendum No. 2 dated August 6,
       2002, and Lease Purchase Closing Schedule No. 002 dated
       August 12, 2002, Interstate Brands leased Intermec
       computers, servers and related equipment from GE
       Commercial.  Schedule 002 requires Interstate Brands to
       pay GE Commercial a $51,920 monthly rent in advance.

The Schedules remained in effect as of the Petition Date.

John W. McClelland, Esq., at Armstrong Teasdale, LLP, Kansas
City, Missouri relates that Interstate Bakeries Corporation and
Interstate Brands West Corporation unconditionally guaranteed the
full and prompt payment and performance of Interstate Brands
under the Master Lease Agreement.  Thus, Mr. McClelland asserts
that the Master Lease Agreement is a "true lease," not a
disguised financing agreement that creates a "security interest"
in the GE Equipment as those terms are defined and described in
the Uniform Commercial Code in effect in Washington.

After the Petition Date, Interstate Brands continued to make
rental payments to GE Commercial pursuant to the Master Lease
Agreement and Schedule 001.

However, Mr. McClelland tells the Court that Interstate Brands
failed to pay:

   -- each of the three monthly installments of rent due on the
      first day of March, April and May of 2005, pursuant to
      Schedule 001, aggregating $584,273; and

   -- the nine installments of rent due on the first day of each
      month from September 2004 through May 2005, pursuant to
      Schedule 002, aggregating $467,276.

"[Interstate] Brands has had the use of the Schedule 002
Equipment for nine months and the Schedule 001 Equipment for
three months without making rental payments to compensate GE for
the use of the Equipment," Mr. McClelland contends.  "Meanwhile,
the Equipment is decreasing in value as a result of the passage
of time and the presumed usage in the ordinary course of [the
Debtors'] business."

Therefore, GE Commercial asks the Court to:

   (a) compel Interstate Brands to immediately perform all
       obligations under the Master Lease Agreement, including
       the payment of rent;

   (2) compel Interstate Brands to immediately accept or reject
       the Master Lease Agreement and if accepted, to require
       the Debtor to cure all related defaults; or

   (3) in the alternative, lift the automatic stay to compel the
       Debtors to turnover the Equipment to GE Commercial.

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

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


INTERSTATE BAKERIES: Two Local Unions Ratify Long-Term Labor Pacts
------------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) reached an agreement
with two of its local unions affiliated with the International
Brotherhood of Teamsters modifying and extending the existing
collective bargaining agreements that govern their employment with
IBC through July 31, 2010.  Members of the local unions have
ratified these agreements.  The Company said it has been working
with Richard Volpe, IBT International VP and Director of the
Bakery Conference of the U.S. and Canada.

Members of Bakery Drivers Union Local 550 and Bakery Drivers and
Salesmen Local 701 (collectively approximately 500 employees) are
employed in the New York City metropolitan area.

"Negotiation and ratification of these extensions are important
steps in our restructuring efforts," said Tony Alvarez II, chief
executive of IBC and co-founder and co-chief executive of Alvarez
& Marsal, the global corporate advisory and turnaround management
services firm.

"This is just the beginning of a very long process.  With
approximately 500 contracts subject to negotiation, there is
significant uncertainty ahead," he continued, adding that a long-
term, stable relationship with its union work force along the
lines of those reached with Locals 550 and 701 is a key component
of IBC's restructuring efforts.

Mr. Alvarez said that IBC is presently attempting to negotiate
long-term extensions with the remaining IBT local bargaining units
within the Northeast Profit Center.  Should the efforts to extend
collective bargaining agreements in the Northeast PC be
successful, the Company would attempt to roll out similar concepts
to the remaining PC's across the country.  Because of the
negotiations with the IBT, certain aspects of IBC's previously
announced plans to consolidate PC operations will likely be
deferred, both with respect to the consolidations that have been
announced and those PCs currently under review.  Moreover, the
Company expects that successful negotiations with its unions may
result in fewer terminations of non-production employees than
previously announced.

Given the large number of collective bargaining agreements to
which the Company is a party, and notwithstanding the negotiations
noted above, there can be no assurances that satisfactory
agreements will be reached with other union collective bargaining
units.  There can be no assurance that previously announced
consolidation plans will remain unaltered or that further
consolidation plans will be consistent with the consolidations
that have been announced previously or already implemented.  It is
unlikely, however, that any agreements with local bargaining units
will change the Company's decisions with respect to previously
announced bakery and production line closings.

It is anticipated that each extended collective bargaining
agreement will require approval by the bankruptcy court in IBC's
pending chapter 11 proceedings.  Accordingly, the Company filed a
Motion for an Order Authorizing Debtors to Enter into Long-Term
Extensions of Collective Bargaining Agreements.  Due to the sheer
number of collective bargaining agreements covering its union
employees, the Company has proposed a streamlined approval
process, much like procedures previously approved by the
Bankruptcy Court, whereby notice of the terms of the proposed
long-term extensions is given to the principal constituents in its
chapter 11 cases and these parties will have the right to object
thereto.  If this Motion is approved, the Company would not
anticipate publicly updating the status of negotiations or the
finalization of additional individual extension agreements.

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

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


JABIL CIRCUIT: S&P Raises Sr. Unsecured Rating to BBB- from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior unsecured ratings on St. Petersburg, Florida-based
Jabil Circuit Inc. to 'BBB-' from 'BB+'.

The outlook is stable.  The electronics manufacturing services
provider had about $589 million in total debt outstanding,
including operating leases and securitizations, at May 2005.

"The upgrade is based on Jabil's sustained, stable operating
performance and expectations for continued moderate financial
policies," said Standard & Poor's Lucy Patricola.

Despite highly competitive industry conditions, Jabil has
continued to expand its revenue base by about 20% for the 12
months ended May 31, 2005, while sustaining EBITDA margins and
generating free cash flow.  The company's growth strategies are
expected to remain primarily organic, supplemented with modest
acquisitions.

Revenues for the May quarter improved 19.2% over the year ago
period, a pace of growth that has been sustained for the past two
years, driven by successful new program wins in its core consumer
market and its smaller but growing instrumentation and medical
markets.  Jabil continues to expand its customer base as the
outsourcing trend of electronics manufacturing expands.


JACK GARDNER: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jack William Gardner
        307 Barrington Park Drive
        Greer, South Carolina 29650-3642

Bankruptcy Case No.: 05-09376

Chapter 11 Petition Date: August 19, 2005

Court: District of South Carolina (Spartanburg)

Judge: Wm. Thurmond Bishop

Debtor's Counsel: Robert H. Cooper, Esq.
                  The Cooper Law Firm
                  3523 Pelham Road, Suite B
                  Greenville, South Carolina 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Collins Entertainment Corp.                           $1,900,000
c/o Russell Ghent, Esq.
300 East McBee Avenue,
Suite 500
Greenville, SC 29601

BB & T                                                  $582,118
Bankruptcy Sect/100-70-01-51
P.O. Box 1847
Wilson, NC 27894-1847

BB & T                        Personally guaranteed     $157,600
Bankruptcy Sect/100-70-01-51  business line of
P.O. Box 1847                 credit
Wilson, NC 27894-1847

Irwin Home Equity                                        $99,710
12677 Alcosta Boulevard,
Suite 500
San Ramon, CA 94583

Bankcard Services             Unsecured Credit Card      $30,618
P.O. Box 15026
Wilmington, DE 19850-5026

Wells Fargo Mortgage          House                      $19,472
5024 Parkway Plaza Boulevard
Charlotte, NC 28217

Bankcard Services             Unsecured Credit Card      $19,167
P.O. Box 15026
Wilmington, DE 19850-5026

Citicard                      Unsecured Credit Card      $12,763
P.O. Box 8117
South Hackensack,
NJ 07606-8116

Bank of America               Unsecured Loan              $8,669
P.O. Box 105737
Atlanta, GA 303485737

Bank of America               Unsecured Loan              $4,995
P.O. Box 105737
Atlanta, GA 303485737

Bank of America               Unsecured Credit Card          $25
P.O. Box 5270
Carol Stream, IL 60197-5270


J. CREW GROUP: S&P Places B- Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on J. Crew
Group Inc., including its 'B-' corporate credit rating, on
CreditWatch with positive implications.

The ratings on J. Crew Corp. and J. Crew Intermediate LLC were
also placed on CreditWatch with positive implications.  J. Crew
had total debt (including preferred stock that is mandatorily
redeemable in 2009) of about $577 million as of April 30, 2005.

The CreditWatch listing follows J. Crew's S-1 filing with the SEC
for an IPO of its common stock of up to $200 million.

"The transaction, if successfully completed as described in the S-
1 filing, would result in a meaningful improvement in the
company's capital structure and enhance its financial
flexibility," said Standard & Poor's credit analyst Ana Lai.

The proceeds from the IPO, along with the sale of about $73.5
million of its common stock to Texas Pacific Group (its majority
shareholder) and borrowings under a new term loan, will be used to
redeem outstanding cumulative preferred stock and some of its
outstanding debt.

Standard & Poor's will resolve the CreditWatch listing following
the completion of the IPO and a meeting with management to
evaluate the company's business strategies and financial policies.


JILL KELLY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jill Kelly Productions, Inc.
        11151 Vanowen Street
        North Hollywood, California 91605

Bankruptcy Case No.: 05-15389

Type of Business: The Debtor is an adult entertainment company
                  specializing in the production, development
                  and distribution of high-quality films,
                  pictures, and other related adult oriented
                  content on a world-wide basis.  See
                  http://www.jillkellyproductions.com/

Chapter 11 Petition Date: August 8, 2005

Court: Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Todd B. Becker, Esq.
                  3750 East Anaheim Street, #100
                  Long Beach, California 90804
                  Tel: (562) 495-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                                $400,000
[Address not provided]

Ronald Stone                                            $300,000
[Address not provided]

BLU c/o Coastline Films       Sales agent               $280,000
7345 Topanga Canyon Blvd.
Canoga Park, CA 91303

Klehr, Harrison, Harvey,                                $258,168
Branzburg & Ell
5554 Reseda Boulevard
Suite 201
Tarzana, CA 91365

AVN Publications Inc.                                   $215,542

IVI                                                     $131,187

American Express                                        $128,284

Bowne                                                   $101,953

Collateral Damage                                       $100,000
c/o Coastline Films

Employment Development Dept.                            $100,000

Vanowen Investment Company                              $100,000

London & Co., LLP                                        $51,630

Nasty Pixx                                               $50,000

Premium Financing                                        $46,965

Selvin & Weiner Law Offices                              $45,315

Home Entertainment Events/AVN                            $42,000

Great Western Litho, Inc.                                $39,767

Sherb & Co., LLP                                         $36,000

Bill Baxter                                              $32,058

Babylon                                                  $30,000


KAISER ALUMINUM: 6 Insurers Say Disclosure Statement Is Worthless
-----------------------------------------------------------------
"With respect to the mass tort-related aspects of [the Debtors']
bankruptcy case, the Disclosure Statement is essentially
meaningless and, as such, lacks good faith," Thomas G. Whalen
Jr., Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, tells
Judge Fitzgerald.  The Remaining Debtors' Disclosure Statement
fails to provide "adequate information" as required by Section
1125 of the Bankruptcy Code and describes an unconfirmable Plan of
Reorganization.

Mr. Whalen believes that in mass tort bankruptcy cases, "the devil
is in the details."  However, in the Remaining Debtors' Disclosure
Statement, there are no details.  The proposed Chapter 11 Plan is
missing every crucial document that will provide the substantive
details of how the various personal injury claims will be resolved
and paid.

Mr. Whalen notes that the missing documents include:

   * the Funding Vehicle Trust Agreement,
   * the PI Trust Funding Agreement,
   * the Asbestos PI Trust Agreement,
   * the Asbestos Distribution Procedures,
   * the CTPV PI Trust Agreement,
   * the CTPV Distribution Procedures,
   * the Silica PI Trust Agreement,
   * the Silica Distribution Procedures,
   * the NIHLPI Trust Agreement, and
   * the NIHL Distribution Procedures.

Mr. Whalen recounts that six insurers issued certain insurance
policies that may provide coverage for Personal Injury Claims that
have been, or that may be, asserted against the Debtors:

   * ACE Property & Casualty Company,
   * Central National Insurance Company of Omaha,
   * Century Indemnity Company,
   * Industrial Indemnity Company,
   * Industrial Underwriters Insurance Company, and
   * Pacific Employers Insurance Company.

The Insurers are also parties to certain other agreements relating
to the Policies.  They hold certain contingent and unliquidated
claims arising from the Debtors' continuing contractual
obligations under the Insurance Agreements.  In addition, the
Insurers also have certain rights including the rights to receive
monetary and non-monetary performance, and assert defenses, set-
offs and recoupments.

The Disclosure Statement acknowledges certain Tort Claims asserted
against the Debtors for which insurance coverage may be sought
under the Insurance Agreements.  However, Mr. Whalen informs Judge
Fitzgerald that the Disclosure Statement fails to provide adequate
information on the material risks that any available insurance
coverage may be vitiated by the Debtors' past actions and the
Plan's violations of the Insurers' contractual rights and the
Debtors' ongoing contractual obligations pursuant to the Insurance
Agreements.

Mr. Whalen also asserts that rather than provide the meaningful
disclosure, the Disclosure Statement is a transparent effort to
avoid requesting an eleventh extension of exclusivity.

Mr. Whalen explains that the implication of the Debtors' showing
up empty-handed is that exclusivity should finally be terminated,
and that any other party-in-interest with a constructive proposal
to deal with the various Personal Injury Claims should be free to
propose it in the framework of the treatment of the non-mass tort
commercial creditors.

The Debtors "simply do not yet have a workable plan to deal with
their mass tort liabilities," Mr. Whalen says.  Rather than to
simply admit their lack of meaningful progress in resolving the
mass tort aspect of their reorganization case, the Debtors have
chosen a less forthright path in an effort to avoid the
consequences of their failure.

Mr. Whalen contends that the September 1, 2005, Disclosure
Statement Hearing "portends to be a grand, and expensive, waste of
everyone's time."

Moreover, Mr. Whalen avers that it is "painfully obvious" that
filing the Disclosure Statement without the crucial documents
related to the Trusts under the Plan is a "naked stall tactic."
As a result, relevant parties lack crucial information concerning
the exclusive means for the resolution of personal injury claims.
Accordingly, the Debtors cannot realistically go forward until the
missing documents are provided.

Also, considering that payment of certain Personal Injury Claims
under the Plan depends on the availability of insurance proceeds,
Mr. Whalen maintains that the Disclosure Statement fails to
provide basic and meaningful information about the mechanics and
the risks for doing so.

In addition, the Insurers note that the Disclosure Statement also:

   -- misstates that the Plan is "insurance neutral;"

   -- fails to reveal irreconcilable conflicts of interest
      inherent in the structures of the various Trusts;

   -- fails to disclose that the Silica Personal Injury Claims
      may have been generated as a result of wholesale fraud; and

   -- fails to adequately provide the Plan's proposed treatment
      of the Insurers' claims, as monetary creditors.

In this regard, the Insurers ask the Court to deny approval of the
Disclosure Statement.

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)


KMART CORP: Conway Acquitted of Fraud & Mismanagement Charges
-------------------------------------------------------------
The Wall Street Journal reports that a three-member arbitration
panel acquitted Charles C. Conaway, former chairman and chief
executive of Kmart Corporation, of fraud, mismanagement, and
corporate looting that resulted to $1.7 billion in losses before
the company filed for bankruptcy in 2002.

The Kmart Creditors Trust sued Mr. Conway and former executives
Mark Schwartz, David Rots, David Montoya, John McDonald and
Anthony D'Onofrio for over $400 million in damages in the Circuit
Court for Oakland County, Michigan.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Creditors Committee Supports Kmart Master Agreement
---------------------------------------------------------------
As previously reported, Kmart Corporation and Footstar, Inc.,
entered into a settlement agreement that resolves the ongoing
litigation and the disputes in connection with the assumption,
interpretation and amendment of the Master Agreement, dated
June 9, 1995.

               Creditors Committee Supports Agreement

The Official Committee of Unsecured Creditors of Footstar, Inc.,
believes that the Settlement between Footstar and Kmart
Corporation should be approved because:

   (a) The Settlement provides Footstar with certainty on issues
       that, if not resolved favorably, could have a devastating
       impact on Footstar and its businesses;

   (b) The Settlement repairs Footstar's contentious relationship
       with Kmart; and

   (c) Absent the Settlement, Footstar would continue to be
       involved in "bet the company" litigation, costing the
       estates hundreds of thousands of dollars in litigation
       expenses.

             Equity Committee Reserves Right to Object

David M. Feldman, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, representing the Official Committee of Equity Holders of
Footstar, Inc., recounts that after Footstar exits from
bankruptcy, it will be the equity holders and Footstar's newly-
elected board of directors who will be left to navigate the terms
of the proposed revised agreement.  Thus, it is critical that the
Equity Committee's concerns be addressed.

Mr. Feldman notes that the most recent draft received by the
Equity Committee still contains several provisions, which are both
inconsistent with the term sheet and inappropriate, given the new
structure of the Footstar/Kmart business relationship.  Given the
undisputed importance of the Master Agreement and its terms, the
Equity Committee must have a full and fair opportunity to review
the final version of the proposed agreement prior to a hearing on
the efficacy and reasonableness of the proposed
Settlement.

Mr. Feldman says that Kmart's litigation history should have
taught the parties that every word is critical to the proper
interpretation of an agreement.  As the U.S. Bankruptcy Court for
the Northern District of Illinois may recall, the Equity Committee
highlighted during the last status conference with the Court in
July 2005 its need to review the final form of Amended and
Restated Master Agreement well in advance of the hearing.

Because it has not yet been provided with a proposed final
agreement, and because issues in the current drafts remain
outstanding and subject to negotiation, the Equity Committee
reserves all of its rights, including but not limited to the right
to seek discovery on, request an adjournment of the hearing on,
and object to the final form of the Agreement on any grounds.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KNOLL INC: Board Approves Stock Repurchase Program
--------------------------------------------------
Knoll, Inc.'s Board of Directors approved a stock repurchase
program authorizing the Company to purchase shares of its common
stock in the open market from the cash proceeds received by the
Company upon the exercise by holders of options to purchase shares
of the Company's common stock.  The Company has retained Banc of
America Securities LLC to effect the purchases and has authorized
Banc of America to commence repurchases on August 19, 2005.

Knoll designs, manufactures and distributes a comprehensive
portfolio of branded office furniture products, textiles and
accessories.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on office furniture manufacturer Knoll Inc.
to 'BB-' from 'BB', following Knoll's proposal of a debt
refinancing and a shareholder dividend.

At the same time, a 'BB-' senior secured bank loan rating and a
recovery rating of '4' were assigned to the proposed $500 million
bank facility that is part of the refinancing.

The 'BB-' bank loan rating is the same as Knoll's corporate credit
rating; this and the '4' recovery rating indicate that lenders can
expect marginal (25%-50%) recovery of principal in the event of a
default.

S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Aug. 20, 2004,
Moody's Investors Service downgraded Knoll, Inc.'s senior implied
rating to Ba3 and senior unsecured issuer rating to B1 and rated
the company's new senior secured bank facilities Ba3 following the
company's announcement of a leveraged recapitalization.  The
outlook remains stable.  The downgrade reflects Knoll's increased
leverage and reduced interest coverage following the company's
decision to pay a dividend to shareholders in the context of
uncertainty as to the extent of the recovery in the commercial
furniture business.

   Ratings assigned:

      * $75 million revolving credit facility due 2009, Ba3; and

      * $425 million senior secured term loan due 2011, Ba3.

   Ratings downgraded:

      * Senior implied rating, Ba2 to Ba3; and

      * Senior unsecured issuer rating, Ba3 to B1.


L&D PETROLEUM: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L&D Petroleum, Inc.
        dba Hwy 41 Gas Station
        12005 Evanshire Court
        Tampa, Florida 33626

Bankruptcy Case No.: 05-16513

Type of Business: The Debtor operates a gas station.

Chapter 11 Petition Date: August 19, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Washington Mutual             Gas station w/            $900,000
f/k/a Bank United             pumps and carwash
6341 E. Campus Cir. Dr.       Value of security:
Irving, TX 75063              $1,000,000
                              Senior lien:
                              $900,000

Bank of America               Loan                       $57,279
NC1-001-07-06
101 North Tyron
Charlotte, NC 28255

Sonia Sarfani                 Loan                       $57,000
2658 N. McMullen Booth Rd.
Apartment 325
Clearwater, FL 33761

Fla. Enterprises/             Deposit                    $50,000
Samlley Ent.

Doug Belden, Tax Collector    Real property              $30,000
                              taxes 2003, 2004
                              & 2005

H.T. Hackney Co.              Purchases                  $11,000

Citibusiness Card             Credit card                 $5,000

Environmental Protection      Citation                    $3,000
Com.

Preferred Capital             Purchases                   $2,850

Bank of America               Credit card                 $1,956

ICX Corporation               Purchases                      $10


MAC-GRAY CORP: S&P Rates $150 Million Sr. Unsec. Notes at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Mac-Gray Corp.'s $150 million senior unsecured notes due 2015.
This represents a $25 million increase in the amount of previously
rated unsecured note issue.  The increase in the size of the note
offering reduced amounts outstanding under the company's (unrated)
revolving credit facility.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on laundry equipment services provider Mac-Gray
Corp.  The existing 'B+' senior unsecured debt rating was
withdrawn.  The outlook remains stable.  Pro forma for the
transaction, Cambridge, Massachusetts-based Mac-Gray will have
about $170 million of debt outstanding.

"The senior unsecured rating is one notch below the corporate
credit rating, reflecting its junior position within the company's
capital structure, but is one notch higher than the previously
rated unsecured note issue because the amount of priority
obligations was reduced," said Standard & Poor's credit analyst
Jean C. Stout.


MAGRUDER COLOR: Court Okays Financing Pact with Cananwill Inc.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Company and its debtor-affiliates permission to
obtain post-petition financing from Cananwill, Inc., under a
Commercial Insurance Premium Finance and Security Agreement.

The Debtors will use the proceeds of the loan to pay for $75,312
of annual insurance premiums due to Travelers Indemnity Co., RSUI
Indemnity Co., Greenwhich XL Environment and American Casualty
Insurance.  The Debtors will pay the insurance premiums due to
those three Firms in two monthly installments of $37,656.

A copy of the Commercial Insurance Premium Finance and Security
Agreement is available for free at:

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

The Court orders that:

   1) in the event that the Debtors default in the timely payment
      of monies due to Cananwill under the terms of the Premium
      Financing Agreement, the automatic stay provisions of 11
      U.S.C. Section 362 will be automatically lifted and
      Cananwill may cancel the Insurance Policies financed under
      the Agreement after giving 15 days written notice to the
      Debtors;

   2) in the event of a default, Cananwill may apply any unearned
      or return premiums of other amounts due to the Debtors upon
      cancellation of the Insurance Policies to any amount owed by
      the Debtors to Cananwill, without further application or
      order of the Court.  Any excess funds received by Cananwill
      will be remitted to the Debtors and are subject to the liens
      and security interests of the Debtors' secured lenders
      pursuant to the Court's final DIP Financing Order dated
      June 30, 2005;

   3) in the event of a cancellation of the Insurance Policies and
      the unearned or return premiums received by Cananwill are
      insufficient to pay the total amount owed by the Debtors,
      any remaining amount owed to Cananwill, including reasonable
      attorney's fees, will be allowed and given priority as an
      administrative expense under 11 U.S.C Section 503 in any
      distribution of assets of the estate;

   4) the reversal or modification on appeal of the Court's order
      will not affect the validity of the debt, priority or lien
      granted to Cananwill as provided by Section 364(e) of the
      Bankruptcy Code; and

   5) a) the liens and security interest granted to Cananwill in
      all sums payable as described in the Premium Financing
      Agreement will be limited to all unearned or returned
      premiums, and

      b) nothing in the Court's order will limit or impair in any
         way the liens, rights, claims and priorities of Wachovia
         Bank, N.A., in the Collateral granted to Wachovia
         pursuant to the Court's Final Financing Order dated
         June 30, 2005, and applicable law, which liens, rights,
         claims and priorities Cananwill acknowledges are prior
         and senior, except the first priority lien of Cananwill
         on unearned or return premiums.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MAGRUDER COLOR: Ravin Greenberg Approved as Committee's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave The
Official Committee of Unsecured Creditors of Magruder Color
Company and its debtor-affiliates permission to employ Ravin
Greenberg PC as its counsel.

The Committee hired Ravin Greenberg as its counsel because of its
substantial experience in the representation of official and
unofficial creditors' committees and equity committees in a
variety of corporate chapter 11 bankruptcy matters and other
insolvency matters.

Ravin Greenberg will:

   a) assist the Committee in researching, preparing and drafting
      pleadings and other legal documents required in the Debtors'
      chapter 11 cases;

   b) assist the Committee in all Court hearing preparations and
      represent the Committee in all necessary Court appearances
      and hearings; and

   c) assist and advise the Committee with respect to all matters
      related to the Debtors' chapter 11 proceedings.

Howard S. Greenberg, Esq., a Managing Partner of Ravin Greenberg,
is the lead attorney for the Committee.  Mr. Greenberg charges
$540 per hour for his services.

Mr. Greenberg reports Ravin Greenberg's professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Nathan Ravin         Partner           $450
      Stephen B. Ravin     Partner           $420
      Bruce J. Wisotsky    Partner           $400
      Larry Lesnik         Partner           $390
      Morris S. Bauer      Partner           $380
      Brian L. Baker       Associate         $290
      Sheryll S. Tahiri    Associate         $255
      Chad B. Friedman     Associate         $225

Ravin Greenberg assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MAYTAG: Inks $1.7B Merger Deal with Whirlpool as Triton Backs Out
-----------------------------------------------------------------
Maytag Corporation inked a $1.7 billion merger deal with Whirpool
Corp. after Triton Acquisition Holding, the acquisition vehicle
formed by the Ripplewood Holdings-led investor group, said it will
not raise its $14 per share bid, The Wall Street Journal reports.

As reported in the Troubled Company Reporter on Aug. 16, 2005,
Maytag's Board of Directors has withdrawn its recommendation of
the pending merger deal with Triton.

Maytag said that its Board has determined that in light of the
$21 per share Whirlpool Corporation binding, irrevocable proposal,
which was announced on Aug. 10, 2005, it would be inconsistent
with the Maytag Board's exercise of its fiduciary duty for the
Board to fail to withdraw its recommendation of the Triton $14 per
share deal.

Maytag paid Triton a $40 million fee, to be reimbursed by
Whirlpool.

Maytag shareholders will receive $10.50 in cash for each share of
stock, with the balance coming in the form of Whirlpool stock.

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

Maytag's share price steadily climbed since from $14.50 per share
when Ripplewood first made its offer.  Maytag's share price
reached $19 per share level within the month.

                         About Whirlpool

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

                          About Maytag

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

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

                         *     *     *

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

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

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

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

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

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


MEDIACOM BROADBAND: Fitch Places B Rating on $200MM Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Mediacom Broadband
LLC's $200.0 million issuance of 8.5% senior notes due 2015 in a
private transaction.  Additionally, Fitch has assigned an 'R5'
recovery rating to the notes.  Mediacom Broadband LLC is a wholly
owned subsidiary of Mediacom Communications Corporation.

Fitch has assigned MCCC an issuer default rating of 'B+'.
Proceeds from the offering are expected to be utilized to repay
outstanding borrowings under the company's revolving credit
facility.  Fitch maintains the Negative Rating Outlook assigned to
the ratings of MCCC, Mediacom Broadband LLC, and Mediacom LLC.
Fitch believes that MCCC's credit and operating profile is weak
within its rating category.

Overall, the ratings for MCCC reflect the company's high leverage,
competitive operating environment, operating performance that lags
its industry peer group, and the execution risks and capital
requirements surrounding the launch of Voice over Internet
Protocol, and the completion of the roll-out of advance digital
services.  Fitch's ratings also incorporate the company's upgraded
cable plant, as well as the strong clustering of the company's
subscribers.  Fitch's ratings are supported by the expected
revenue and revenue-generating unit diversification through the
deepening penetration of digital cable and high-speed data
services, as well as the introduction of Voice over Internet
Protocol telephony service.

On a consolidated basis, MCCC's leverage (debt to LTM EBITDA) was
approximately 7.5 times (x) as of the end of the second quarter.
When considering the new issuance at Mediacom Broadband, the
leverage metric remains unchanged.  MCCC's leverage has been
trending upward as basic subscriber losses and operating cost
increases have pressured EBITDA and margins.  Fitch does not
expect material improvement of the company's credit protection
metrics during the remainder of 2005.

The basic subscriber losses, which for the LTM period ended June
30, 2005 totaled approximately 45,000, are primarily attributable
to competition from direct broadcast satellite providers and the
roll-out of local-into-local service.  Fitch expects that
competitive pressures will persist; however, the impact of new
market launches of local-into-local service is largely behind MCCC
as approximately 92% of MCCC's subscribers are covered by local-
into-local service.

Fitch does believe that the company's strategy of focusing on
advanced digital services, the repositioning of the digital tier,
is having a positive effect on subscriber metrics.  Demonstrating
this effect, basic subscriber losses during the second quarter of
2005 were 64% less than the basic subscribers losses reported
during the second quarter of 2004.  Fitch believes that the
introduction of Voice over Internet Protocol telephony service
could potentially further stabilize MCCC's subscriber base.

Additionally, the company added approximately 59,000 digital tier
subscribers during the first half of 2005 and lower downgrades to
analog service, which compares favorably with the 10,000 digital
subscribers lost during the first half of 2004.  Fitch notes that
these strategies address the higher end of MCCC's subscriber
segment.  Approximately 69% of MCCC's subscriber base is analog
subscribers among the highest in the industry.  From Fitch's
perspective, these analog subscribers represent the highest risk
to be lost to competition.  Steps take to convert these
subscribers to the digital tier or pricing promotions offered to
retain these subscribers will further pressure the company's
EBITDA margin and hamper video service revenue growth.

Declines in EBITDA coupled with increased capital expenditures
have led to a free cash flow (determined from cash from operations
less capital expenditures and dividends) deficit of approximately
$5.9 million for the first half of 2005 versus positive free cash
flow of approximately $31 million during the first half of 2004.

Increased capital expenditures are attributable to the continued
acceptance of advanced digital services as spending on customer
premise equipment during the first half of 2005 has increased over
100% relative to the first half of 2004.  During the first half of
2005, CPE capital spending accounts for approximately 56% of total
capital expenditures, a substantial increase relative to the 37%
of capital expenditures allocated to CPE during the first half of
2004.  Fitch points out that the increase in success-based capital
spending is positive for MCCC's credit profile and would expect
incremental revenue and cash flow growth over the medium term
provided that the company control subscriber churn.  Fitch had
expected the company to generate a modest amount of free cash flow
during 2005; however, with higher-than-expected capital
expenditures coupled with ongoing EBITDA margin pressure, Fitch
expects the company to be break-even on a free cash flow basis
during 2005.

From Fitch's perspective, MCCC's liquidity position is strong and
is supported by the available borrowing capacity on the bank
facilities at Mediacom LLC and Mediacom Broadband LLC.  Pro forma
for the new issuance at Mediacom Broadband LLC, MCCC had a total
of $841.7 million of borrowing capacity as of the end of the
second quarter of 2005.  Required bank term amortization is
approximately $20.25 million during the remainder of 2005 and
$48.0 million in 2006.  No public debt is scheduled to mature
before 2006 when the convertible senior notes become due.

The Negative Rating Outlook reflects the growing business risks
and the adverse impact on basic subscriber growth, video revenue
growth, and EBITDA metrics attributable to the ongoing competition
from direct broadcast satellite providers.  From Fitch's
perspective, the DBS competition has had a more pronounced effect
on MCCC's operating metrics relative to MCCC's peer group.

Additionally, the Outlook incorporates Fitch's expectation that
the company's operating profile will continue to lag the industry
peer group and that free cash flow generation during 2005 will be
limited.

Factors that could stabilize the Rating Outlook include the
continued stabilization of basic subscriber losses, increases in
incremental digital penetration, and the return of EBITDA and
revenue growth rates to industry norms.  Fitch would view
negatively a worsening of subscriber metrics, the continued
negative trend in leverage, and widening free cash flow deficits.


MEHMET ADIGUZELLI: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Mehmet Adiguzelli
             12 Verdona Road
             Newton, New Jersey 07860

Bankruptcy Case No.: 05-36868

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Turgay Adiguzelli                          05-36869

Type of Business: The Debtors have interests in Halal Meat
                  Market, Inc., Halal Packing, Inc.,
                  M&T Adiguzelli Partnership, and
                  U.S. Lambskins & Hides, Inc.

Chapter 11 Petition Date: August 22, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Stephen B. McNally, Esq.
                  McNally & Busche, L.L.C.
                  40 Park Place
                  Newton, New Jersey 07860
                  Tel: (973) 300-4260

                     Total Assets   Total Debts
                     ------------   -----------
Mehmet Adiguzelli      $2,918,350    $2,985,673
Turgay Adiguzelli      $2,775,150    $3,161,678

Consolidated List of Debtors' 3 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Estate of Ayas Adiguzelli                $2,743,531
   c/o Herold & Haines, PA
   25 Independence Boulevard
   Warren, NJ 07059-6747
   Attn: Halime Adiguzelli
   56 Mudtown Road
   Wantage, NJ 07461

   Suly Cosay                                  $86,000
   1 Hanover Square
   New York, NY

   Kenan Ozbay                                 $40,000
   403 Morganville Court
   Morganville, NJ 07751


MINA'S FUEL: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mina's Fuel Oil, Co., Inc.
             129-01 Metropolitan Avenue
             Kew Gardens, New York 11415

Bankruptcy Case No.: 05-23510

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Big City Petroleum Transport Co., Inc.     05-23515

Type of Business: The Debtors sell oil.

Chapter 11 Petition Date: August 22, 2005

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Richard J. McCord, Esq.
                  Certilman Balin Adler & Hyman
                  90 Merrick Avenue
                  East Meadow, New York 11554
                  Tel: (516) 296-7801
                  Fax: (516) 296-7111

                              Total Assets   Total Debts
                              ------------   -----------
Mina's Fuel Oil, Co., Inc.        $910,688    $1,610,740

Big City Petroleum                $179,164      $800,748
Transport Co., Inc.

Mina's Fuel Oil, Co., Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Taxes                   $61,555
P.O. Box 9019
Holtsville, NY 11742-9019

Marks Paneth & Shrow                                     $54,375
88 Froelich Farm Boulevard
Woodbury, NY 11797

Conoco Phillips Co.                                      $49,740
P.O. Box 75201
Charlotte, NC 28275

New York State                   Taxes                   $43,883
Department of Tax & Finance
Tax Compliance Division
Queens DO
80-02 Kew Gardens Road
Kew Gardens, NY 11415

Internal Revenue Service         Taxes                   $29,138
P.O. Box 9019
Holtsville, NY 11742-9019

GMAC Payment Processing Center                           $25,416
P.O. Box 830070
Baltimore, MD 21283-0070

Rini Tank & Trunk Service, Inc.                          $22,000
327 Nassau Avenue
Brooklyn, NY 11222

MBNA America                                             $18,596
P.O. Box 15137
Wilmington, DE 19886-5137

Bayside Fuel Oil Depot Corp.                             $16,782
1776 Shore Parkway
Brooklyn, NY 11214

Crosstown Fuel                                           $13,448
277 Chesterton Avenue
Staten Island, NY 10306

The B& G Group                                           $11,214
55 West Ames Court
Plainview, NY 11803

AF Liberty, Inc.                                          $9,504
195 Lauman Lane
Hicksville, NY 11801

Reserve Account                                           $9,006
P.O. Box 958256
St. Louis, MO 63195

Empire Blue Cross Blue Shield    Insurance                $8,885
3 Huntington Quadrangle
Melville, NY 11747

Nextel Communications            Telephone                $5,586
P.O. Box 17990
Denver, CO 80217

Ford Credit                                               $5,054
P.O. Box 220564
Pittsburgh, PA 15257

Petrodata                                                 $3,767
Automated Wireless
Lake Hopatcong, NJ 08749

Jamaica Plumbing & Heating, Inc.                          $3,102
144-20 Liberty Avenue
Jamaica, NY 11435

Gent Uniform Rental Corp.                                 $3,048
5680 Merrick Road
Massapequa, NY 11758

New York State                   Taxes                    $3,004
Department of Tax & Finance
Tax Compliance Divison - Queens DO
80-02 Kew Gardens Road
Kew Gardens, NY 11415


Big City Petroleum Transport Co., Inc.'s 20 Largest Unsecured
Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Taxes                   $53,378
P.O. Box 9019
Holtsville, NY 11742-9019

HSBC Bank USA N.A.               Value of Collateral:    $97,824
c/o Sankel, Skurman &            $127,840
McCartin, LLP
750 Third Avenue
New York, NY 10017

Key Equipment Finance            Auto Loan               $41,214
Payment Processing
Houston, TX 12212

Internal Revenue Service         Taxes                   $32,406
P.O. Box 9019
Holtsville, NY 11742-9019

Gallco Leasing                   Auto Loan               $21,230
55 Leonardville Road
Belford, NJ 07718

MBNA America                                             $18,596
P.O. Box 15137
Wilmington, DE 19886-5137

Key Equipment Finance            Auto Loan               $18,210
Payment Processing
Houston, TX 12212

AF Liberty, Inc.                                         $12,962
195 Lauman Lane
Hicksville, NY 11801

New York Oil Heating Associates                          $10,000
Suite 1202
New York, NY 10122

New York State                                            $9,899
Department of Tax & Finance
Tax Compliance Divison
Queens DO
80-02 Kew Gardens Road
Kew Gardens, NY 11415

Sid Harvey                                                $8,747
600 Chestnut Street
Garden City, NY 11530

Gallco Leasing                   Auto Loan                $8,734
55 Leonardville Road
Belford, NJ 07718

Gallco Leasing                   Auto Loan                $6,930
55 Leonardville Road
Belford, NJ 07718

American Express                                          $4,618
P.O. Box 2855
New York, NY 10116

H.E.A.T.                                                  $4,240
35 East 21st Street
New York, NY 10010

USA Heating Co, Inc.                                      $2,944
1065 Front Street
Uniondale, NY 11553

Jamaica Plumbing & Heating, Inc.                          $2,705
144-20 Liberty Avenue
Jamaica, NY 11435

Herman Gerdes                                             $2,411
1725 North Strong Avenue
Copaigue, NY 11935

Gent Uniform Rental Corp.                                 $2,307
5680 Merrick Road
Massapequa, NY 11758

Blask Telephone Enterprises                               $1,929
71-34 Austin Street
Forest Hills, NY 11375


MIRANT CORP: Battles PEPCO on Multi-Million Claims
--------------------------------------------------
Potomac Electric Power Company asks the U.S. Bankruptcy Court for
the Northern District of Texas for summary judgment on the joint
and several liability of:

    1. Mirant Americas Energy Marketing, LP;
    2. Mirant Mid-Atlantic, LLC;
    3. Mirant Potomac River, LLC;
    4. Mirant Peaker, LLC;
    5. Mirant Chalk Point, LLC;
    6. Mirant D.C. O&M, LLC;
    7. Mirant Piney Point, LLC;
    8. Mirant MD Ash Management, LLC; and
    9. Mirant Mid-Atlantic Services, LLC,

for certain of Mirant Corporation's obligations under an Asset
Purchase and Sale Agreement, specifically for that portion of
PEPCO's goods and services claims arising out of the back-to-back
obligations under the APSA.

PEPCO asserts that pursuant to a related Assignment and
Assumption Agreement dated December 19, 2000, the Mirant Entities
assumed and agreed to discharge when due all "Assumed
Obligations," as defined in the APSA.

Jo E. Hartwick, Esq., at Stutzman Bromberg Esserman & Plifka,
P.C., in Dallas, Texas, asserts that the AAA provides for the
Mirant Entities to assume liability for all of Mirant Corp.'s
Assumed Obligations under the APSA.  The Assumed Obligations
undertaken by Mirant in the APSA and assumed by the Mirant
Entities in the AAA include the back-to-back obligations.

Ms. Hartwick notes that the Debtors attempt to argue that by
executing and entering into the AAA, the Mirant Entities did not
agree to be jointly and severally liable for the Assumed
Obligations, but rather only agreed to assume liability for the
specific obligations that they had previously assumed from Mirant
pursuant to the AAA.

That argument has no merit, Ms. Hartwick points out.  "It is
well-settled that, in the District of Columbia, the law of which
governs the AAA, when two or more parties to a contract make a
promise to the same promisee, each of those parties is jointly
and severally liable for the entire performance of the obligation
of that promise unless a contrary intention is manifested."

In the case of the Debtors and PEPCO, Ms. Hartwick contends that
the clear and unambiguous language of the AAA, which evidences
the parties' intent to the agreement, establishes that each
Mirant Entity agreed to assume and discharge the Assumed
Obligations under the APSA.  Thus, each Mirant Entity is jointly
and severally liable for the back-to-back obligations, which are
Assumed Obligations under the APSA.

                 Debtors Also Seek Summary Judgment

The Debtors seek summary judgment from the Court with respect to
their objections to PEPCO's Claim Nos. 190, 191, 6474-6484 and
6496, and Claim Nos. 8228-8237.

According to Robin E. Phelan, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, the PEPCO Claim Nos. 6474-6481 seek the same
recovery against each of the other Mirant Parties based on the
three separate alleged liabilities:

    1. Goods and Services Liability for $25,554,175;
    2. TPA Liability for $105,000,000; and
    3. Indemnity Liability for $688,272.

Claim Nos. 8228-8237 essentially seek the same recovery against
each of the other Mirant Parties, except for Claim No. 8234
asserted against Mirant Corp.

Mr. Phelan believes that PEPCO's claims should be disallowed:

    a. based on an unsustainable claim for joint and several
       liability;

    b. because they were untimely filed and do not meet the
       requirements of excusable neglect; and

    c. because PEPCO's claims seek payment of contingent
       unliquidated damages on alleged indemnity obligations under
       Section 502(e) of the Bankruptcy Code.

                  Joint & Several Liability Issue

PEPCO asserts that the AAA created the sole basis for the
Debtors' joint and several liability.  Mr. Phelan disagrees.

Under the plain meaning of the AAA, the other Mirant Parties
agreed to assume only the obligations of PEPCO as Seller, those
that constitute "Assumed Obligations," Mr. Phelan explains.  "The
AAA itself does not define the term 'Assumed Obligations'.  The
term's meaning, however, is found in the APSA."

According to Mr. Phelan, the AAA merely provides that to the
extent there is assignment of an Assumed Obligation to an "Other
Mirant Party", that "Other Mirant Party" is to be liable for it.
So, at most, an "Other Mirant Party" could be severally liable
for Assumed Obligations assigned to it, but not jointly and
severally liable on all Assumed Obligations.

Mr. Phelan notes that David L. Davis, the executive who executed
the AAA on behalf of the "Other Mirant Parties" attests that the
parties never once discussed joint and several liability for the
"Other Mirant Parties" pursuant to the AAA, or any other
document.  "Moreover, had [the] joint and several liability been
requested by PEPCO, it would have been refused."

Mr. Phelan argues that PEPCO's attempts to rely on Section 16-
2101 of the D.C. Code Ann. to establish joint and several
liability is incorrect.  "Section 16-2101 addresses only the
procedure PEPCO may use to recover for liability, not whether the
Other Mirant Parties agreed to assume the liabilities under the
Claims."

Additionally, Mr. Phelan continues, PEPCO's assertion of joint
and several liability is undercut by the actual structure and
purpose of the APSA and Transaction Documents.  "It is
uncontested that Mirant Corp. was the sole Mirant entity that
signed the APSA.  It is also uncontested that once the assets
were purchased, particular assets were transferred from Mirant
Corp. to the other Mirant entities including [Mirant Americas
Energy Marketing, LP], and the Other Mirant Parties.  It is also
without contest that to the extent an Other Mirant Party was to
receive a particular asset, it would become liable for it."

"PEPCO's attempt to create joint and several liability is
undercut by the absence of any document that would create joint
and several liability, [like] a guarantee," Mr. Phelan
emphasizes.

The "Other Mirant Parties" cannot be jointly and severally liable
for the TPA-related liabilities because the definition of Assumed
Obligation under the APSA does not include any liability pursuant
to the TPAs and the TPA Settlement, Mr. Phelan points out.

Mr. Phelan contends that PEPCO's contingent indemnity claims
should be similarly dismissed.

         Objections to PEPCO's Request for Summary Judgment

(a) MAGi Committee and the Ad Hoc Bondholders Committee

The MIRMA Entities are not parties to the BTB Agreement nor were
these entities parties to the APSA, the Official Committee of
Unsecured Creditors of Mirant Americas Generation, LLC, asserts.

"[The] MIRMA Entities never assumed the PPA liability because
this liability could not be transferred to any of the Debtors,
much less the MIRMA Entities," the MAGi Committee contends.
"Instead, the MIRMA Entities participated in the [PEPCO]
transaction as recipients of assets transferred to them by
Mirant.  Although the MIRMA Entities are parties to an assignment
and assumption agreement -- a short and limited document in which
[PEPCO's] remaining liability (post-APSA execution) is assumed by
them -- this liability does not encompass the BTB Agreement."

The BTB Agreement does not even represent a liability of PEPCO,
Thomas Rice, Esq., at Cox Smith Matthews Incorporated, in San
Antonio, Texas, points out.  "[I]nstead, it grants to [PEPCO] the
right to seek payment of liabilities relating to the PPA from
Mirant and MAEM.  In short, the 'joint and several liability'
arguments of [PEPCO] are not supported by the documents, and have
no merit."

Mr. Rice adds that the APSA and related documents clearly show
that the MIRMA Entities have no liability under the TPAs, the TPA
Settlement or the Indemnity Agreement, and that the PEPCO Claims
filed against the MIRMA Entities should be disallowed.

The Ad Hoc Committee of Bondholders of Mirant Americas
Generating, LLC, supports the MAGi Committee's arguments.

(b) Debtors

The Debtors ask the Court to deny PEPCO's motion for summary
judgment and disallow PEPCO's claims in respect of the "BTB
Obligations" against any estate other than Mirant Corp. and MAEM.

J. Christopher Shore, Esq., at White & Case LLP, in Miami,
Florida, notes that any losses from Mirant Corp.'s failure to pay
sums owing under the Back-to-Back Agreement are neither
"liabilities and obligations of PEPCO," nor "Assumed
Obligations," under even the most rudimentary and liberal of
contract interpretations.

Mr. Shore adds that the amount of the BTB Obligations against
Mirant Corp. and MAEM cannot be disputed, and consequently,
summary adjudication on the amount of the obligations is also
appropriate.  "PEPCO has simply been unable to establish with any
degree of certainty the claims which purportedly comprise the BTB
Obligations."

According to the Debtors' books and records, the BTB Obligations
cannot exceed $21,071,686.

Mr. Shore also clarifies that the MIRMA estates are not liable
for the BTB Obligations as a matter of law.  "The unambiguous
terms of the one contract upon which PEPCO relies to establish
liability, the AAA, makes clear that neither the MIRMA estates
nor any of the Other Mirant Parties have any obligation to
indemnify PEPCO for non-payment of Back-to-Back Agreement
invoices.  The AAA, by its express terms, requires
indemnification only for 'liabilities and obligations of [PEPCO]
constituting the 'Assumed Obligations.'"

                    PEPCO's Reply to Objections

The reason for the AAA is simple, Ms. Hartwick says.  "Mirant, as
a single entity, agreed to buy Pepco's generating assets.  Thus,
Pepco could look to Mirant and the pool of assets it was buying
to satisfy the APSA obligations.  During the preparation of the
APSA documents, however, Mirant decided that it wanted to create
special purpose entities that would own individual generating
assets.  Pepco agreed to [the] change on the understanding that
the various entities would be jointly and severally liable for
all APSA obligations.  As a result, the AAA was executed by the
Mirant Entities to preserve Pepco's ability to look into to the
pool of assets being sold under the APSA to satisfy the APSA
obligations.  Thus, the fundamental reason for the AAA was to
create joint and several liability among the Mirant Entities for
the Assumed Obligations in the APSA."

Ms. Hartwick points out that the parties to the APSA intended to
assign the PPAs.  "When the counterparties to the PPAs refused to
consent to the assignment of the PPAs, Mirant became obligated
under the BTB to perform [PEPCO's] liabilities and obligations
under the PPAs.  [PEPCO's] inability to assign the PPAs to Mirant
did not prohibit or prevent Mirant from assuming all of [PEPCO's]
liabilities and obligations under the PPAs.  Thus, the BTB
obligations, i.e., [PEPCO's] liabilities and obligations under
the PPAs, are Assumed Obligations."

Contrary to the arguments of the MAGi Creditors, the Assumed
Obligations and the Mirant Entities' joint and several liability
under the AAA include the TPAs, Ms. Hartwick insists.  "In fact,
the Assumed Obligations under the APSA include many post-closing
obligations of [the] Debtors that were not pre-existing
obligations of [PEPCO]."

For these reasons, PEPCO asks the Court to grant its request for
summary judgment.

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)


MURRAY INC: Has Until November 8 to Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, extended the time within which Murray Inc. can
remove all civil actions pursuant to Section 1452 of the Judiciary
Procedures Code and Rule 9027 of the Federal Rule of Bankruptcy
Procedure.

The Debtor is focused on obtaining confirmation of its plan of
reorganization.  A confirmation hearing is scheduled to convene on
Sept. 22, 2005.  The Court approved the Debtor's Disclosure
Statement on Aug. 4, 2005.

Murray said the extension would afford it the opportunity to
make fully informed decisions concerning removal of each
prepetition lawsuit or other action from a remote court for the
Middle of District of Tennessee, and will ensure that the Debtor
does not forfeit its rights under Section 1452.

The Debtor assured the Court that no adversarial party will be
prejudiced by the extension.  All actions are currently stayed.
Further, in the event the Debtor requests removal of any
particular action, the other party to the proceeding can seek
remand pursuant to Section 1452(b).

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NEWS CORP: Chinese Unit Under Investigation by Beijing Authorities
------------------------------------------------------------------
News Corp.'s Chinese unit, Beijing Rejian Hulian Advertisement
Co., also known as Beijing Hotkey Internet, is being investigated
by authorities in Beijing, for broadcasting foreign programming
without state permission, The Wall Street Journal reports.

The Industrial and Commercial Bureau's investigation started in
June.  The Company might face sanctions.

The Company's Chairman Rupert Murdoch offended the Chinese
authorities in 1993 by saying that that satellite television would
undermine totalitarian regimes.

China has since prohibited individuals from owning Star TV's
satellite dishes.  The Company tried mending the relationship by
dropping British Broadcasting Corp.'s World Service Television
news from Star's broadcasts into China.  BBC's news displeased
Chinese officials, according to reports.

News Corporation is a diversified international media and
entertainment company with operations in eight industry segments:
filmed entertainment; television; cable network programming;
direct broadcast satellite television; magazines and inserts;
newspapers; book publishing; and other.  The activities of News
Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the
Pacific Basin.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Moody's Investors Service confirmed News Corporation's Baa3 senior
unsecured ratings and the rating outlook was changed to positive.


NORTHWESTERN CORP: Harbert, et al., May Sell 24% Stake to Montana
-----------------------------------------------------------------
Harbert Distressed Investment Master Fund, Ltd., HMC Distressed
Investment Offshore Manager, L.L.C., HMC Investors, L.L.C., Philip
Falcone, Raymond J. Harbert, and Michael D. Luce may sell their
24.1% stake in Northwestern Corporation Montana Public Power,
Inc., in its bid to buy all Northwestern's outstanding shares of
stock.

They are evaluating their options on how to dispose of their
stake, depending on these factors:

   * price comparison,

   * timing and terms of the Montana Public Power offer to the
     other alternatives available including, without limitation:

     -- private sales,
     -- secondary market transactions, or
     -- fully underwritten public offerings for all or a portion
        of the holdings.

The Selling Shareholders have engaged Lehman Brothers, Inc., as
their financial advisor and Milbank, Tweed, Hadley & McCloy LLP as
their legal advisor to advise them on, among other things, the
timing and structural issues in the offer and the price in the
offer relative to the stand alone value of Northwestern or the
price that might be obtained through sales by other means.

As reported in the Troubled Company Reporter on July 11, 2005,
NorthWestern's Board of Directors has voted unanimously to reject
Montana Public Power's unsolicited proposal as "not in the best
interest of NorthWestern, its stockholders or the customers it
serves."

As reported in the Troubled Company Reporter on July 5, 2005,
Montana Public Power offered to buy the Company for $1.17 billion
plus the assumption of $825 million of Northwestern's debts and
other financial obligations.  The deal will be funded through a
debt financing provided by Citigroup Global Markets Inc.

A full-text copy of the Supplemented Prospectus is available for
free at http://ResearchArchives.com/t/s?f2

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.


NRG ENERGY: Stock Repurchase Prompts Moody's to Affirm Ratings
--------------------------------------------------------------
Moody's Investors Service has affirmed all of the debt ratings of
NRG Energy, Inc., (NRG: B1 Corporate Family Rating (formerly known
as Senior Implied Rating) following the Company's announcement to
utilize cash on hand to repurchase $250 million of NRG's common
stock and to use the proceeds of a $250 million privately placed
convertible preferred offering to repurchase a portion of NRG's
8.0% $1.35 Billion in second lien secured notes.  The rating
outlook is stable.

The rating affirmation reflects the continuation of strong cash
flow being generated from the Company's well-placed merchant
power fleet as NRG's cash from operations is expected to
comfortably cover all capital needs during 2005.  While
unrestricted cash on hand is expected to decline by about
$250 million following the completion of both transactions to
around $570 million, unrestricted cash on hand is expected to
grow to around $750 million during the remainder of 2005, due in
large part, to the accumulation of operating cash flow from NRG's
electric business.

Factoring in the approximate $325 million of availability
expected under its working capital facilities, NRG's total
liquidity is anticipated to be in excess of $1.1 billion at year-
end 2005.  The rating affirmation considers the increase in
consolidated leverage that will occur at NRG as adjusted
consolidated leverage, which includes the $797 million of
non-recourse project debt and treats NRG's preferred securities
as 75% debt, is expected to be around 60%.  NRG's consolidated
leverage is expected to trend downward due to the repayment terms
under the Company's secured term loan as well as the scheduled
amortization under various project finance transactions.
Additionally, collateral protection for second lien note holders
should improve from the issuance of the preferred securities, as
the amount of second lien debt is expected to decline by around
17% after the transaction is completed.

Moody's expects NRG's funds from operations for 2005 and for
the next several years to remain at or above 10% of total
consolidated debt under most reasonable scenarios.  Moody's also
notes that while NRG's cash flow can be impacted by volatility in
energy prices, the majority of its merchant energy cash flows are
sourced from the Company's coal fired assets located in the New
York Power Pool and in the Pennsylvania New Jersey Maryland
Interconnect.  These assets largely burn lower cost Western coal
and the margins from these coal assets are expected to be
substantially hedged for 2005 and 2006.  Moreover, NRG's higher
heat rate, less efficient natural gas and oil plants tend to be
somewhat protected from the more efficient natural gas entrants
in the near-term, as a number of these plants serve transmission
constrained load pockets and are expected to continue to receive
capacity payments for availability and regional reliability for
the next several years.  The stable rating outlook reflects
Moody's expectation that NRG's cash flow generation will be
relatively stable, representing at least 10% of total
consolidated debt, and that leverage will decline over the next
several years.  Given its fairly conservative capital structure,
an expected downward trend in leverage, and the its ability to
generate fairly predictable cash flows, NRG's rating is well
positioned in this rating category relative to other independent
power producers.

The rating could be upgraded if NRG continues to execute on
its business plan over a sustainable timeframe including
financing any growth opportunities in a reasonably conservative
fashion.  While the near-term prospects for a downgrade appear
limited, the rating could be downgraded should growth
opportunities be financed with substantial leverage or if
sustainable cash flow to total debt declines to around 7 to 8%
caused by NRG incurring higher debt, or operating cash flow
declining due to higher than anticipated operating expenses or
lower than anticipated spark spreads.

     Ratings affirmed include:

     -- Secured Term Loan due 2011 and secured Revolving Credit
        due 2007 rated Ba3;

     -- Corporate Family Rating at B1;

     -- 8.0% second lien secured notes due 2013 at B1;

     -- Preferred Stock at B3;

     -- Speculative Grade Liquidity (SGL) Rating of SGL-1


NVF COMPANY: Hires Richards Layton as Bankruptcy Counsel
--------------------------------------------------------
NVF Company, and its debtor-affiliate, sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Richards, Layton & Finger, P.A.,
as their bankruptcy counsel, nunc pro tunc to June 20, 2005.

Richards Layton will:

    (a) advise Debtors of their rights, powers and duties as
        debtors and debtors-in-possession;

    (b) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        the Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved, and the preparation of objection
        to claims filed against the Debtors' estates;

    (c) prepare on behalf of the Debtors all necessary motions,
        application, answers, orders, reports and papers in
        connection with the administration of the Debtors'
        estates; and

    (d) perform all other necessary legal services in connection
        with the Bankruptcy cases.

Rebecca L. Booth, Esq., at Richards Layton, discloses that the
Firms' professionals bill:

        Professional                 Hourly Rate
        ------------                 -----------
        Mark D. Collins, Esq.           $485
        Rebecca L. Booth, Esq.          $290
        Jason M. Madron, Esq.           $220
        Alfonse J. Lugano               $145
        Heidi L. Parker                 $140


                     Evergreen Retainer

The Debtors tell the Court that prior to the petition date,
Richards Layton was paid a total retainer of $275,000 in
connection with and in contemplation of the Debtors' chapter 11
filings.  The Debtors also disclosed that the retainer was not
paid directly by the Company, rather by Victor Posner, the
Debtors' senior secured lender and 100% equity holder.

The Debtors ask the Court that the retainer paid to Richards
Layton for prepetition services and disbursements be treated as an
evergreen retainer to be held by the Firm as security throughout
the bankruptcy proceedings until the fees are awarded by final
order and payable to Richards Layton.

To the best of the Debtors' knowledge, Richards Layton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Yorklyn, Delaware, NVF Company --
http://www.nvf.com/-- manufactures thermoset composites (glass,
Kevlar), vulcanized fiber, custom containers, circuitry materials,
custom fabrication, and welding products.  The Company along with
its wholly owned subsidiary, Parsons Paper Company, Inc., filed
for chapter 11 protection on June 20, 2005 (Bankr. D. Del. Case
Nos. 05-11727 and 05-11728).  Rebecca L. Booth, Esq., at Richards,
Layton & Finger, P.A., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets between $10 million
to $50 million and estimated debts of more than $100 million.


NVF COMPANY: Taps Morris Anderson as Financial Advisors
-------------------------------------------------------
NVF Company, and its debtor-affiliate, sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware for permission to employ and retain Morris Anderson &
Associates, Ltd., as their financial advisors.

Morris Anderson will:

    a) act as the primary contact for all suitors interested in
       acquiring the Debtors' assets;

    b) analyze and make recommendations to the Debtors with
       respect to any such offers from suitors;

    c) provide other operational and financial advisory services
       deemed appropriate by the Debtors to maximize value;

    d) provide financial analysis related to proposed asset sales,
       including assistance in negotiations and attendance at
       hearings and testimony as necessary;

    e) review all financial information prepared by the Debtors,
       including but not limited to financial statements as of
       Petition Date, showing in detail all assets and
       liabilities;

    f) monitor the Debtors' activities regarding cash
       expenditures, receivables collection, asset sales and
       projected cash requirement;

    g) provide financial analysis of and prepare any business
       plans, cash flows, asset sales or plans of reorganization
       and accompanying disclosure statements;

    h) provide assistance in communications with the Court and
       Office of the United States Trustee, including preparation
       analysis and reports as may be requested or required by
       parties-in-interest;

    i) attend meetings and communicate with any statutory
       committee appointed in theses cases, secured creditors,
       their attorneys and consultant, federal and state
       authorities, as necessary;

    j) review the Debtors' periodic operating and cash flow
       statement, provide expert testimony regarding work
       performed as may be requested;

    k) review the Debtors' books and records for various
       transactions, including related party transactions,
       potential preferences, fraudulent conveyances and other
       potential prepetition investigations;

    l) review and analyze proposed transactions for which the
       Debtors seek Court approval; and

    m) provide other financial advisory and consulting services as
       may be requested by the Debtors or their counsel to
       facilitate these chapter 11 cases.

Robert F. Troisio, managing director at Morris Anderson, discloses
that the Firms' professionals bill:

       Professional            Hourly Rate
       ------------            -----------
       Robert F. Troiso           $300
       Raymond Prztula            $225
       David Paddy                $250

       Designation             Hourly Rate
       -----------             -----------
       Analysts                $175 - $225
       Clerical Staff              $45

                    Evergreen Retainer

The Debtors tell the Court that prior to the petition date, Morris
Anderson was paid a total retainer of $35,000 in connection with
and in contemplation of the Debtors' chapter 11 filings.  The
Debtors also disclosed that the retainer was not paid directly by
the Company, rather by Victor Posner, the Debtors' senior secured
lender and 100% equity holder.

The Debtors ask the Court that the retainer paid to Morris
Anderson for prepetition services and disbursements be treated as
an evergreen retainer to be held by the Firm as security
throughout the bankruptcy proceedings until the fees are awarded
by final order and payable to Morris Anderson.

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

Headquartered in Yorklyn, Delaware, NVF Company --
http://www.nvf.com/-- manufactures thermoset composites (glass,
Kevlar), vulcanized fiber, custom containers, circuitry materials,
custom fabrication, and welding products.  The Company along with
its wholly owned subsidiary, Parsons Paper Company, Inc., filed
for chapter 11 protection on June 20, 2005 (Bankr. D. Del. Case
Nos. 05-11727 and 05-11728).  Rebecca L. Booth, Esq., at Richards,
Layton & Finger, P.A., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets between $10 million
to $50 million and estimated debts of more than $100 million.


OPTICAL DATACOM: Trustee & Bank Group Wants Claim Disputes Settled
------------------------------------------------------------------
Frederick B. Rosner, Esq., the Chapter 11 Trustee for Optical
DataCom, LLC's estate, asks the U.S. Bankruptcy Court for the
District of Delaware to approve a settlement agreement with the
U.S. Bank National Association, First Bank, GE Corporate Financial
Services, Inc., IBM Credit LLC and Wachovia Bank National
Association.  The agreement, dated July 27, 2005, seeks to resolve
disputes between the Debtor and the lenders.

The parties agree to resolve all disputes to avoid incurring
additional expenses for litigation.

Under the settlement agreement:

   1) the Bank Group will release the Trustee and the Debtor's
      estate from the obligation under a court-approved agreement
      to remit to the Bank Group the amount of $250,000;

   2) the proceeds of any recovery based on the contract claims of
      the Debtor's estate against large defendants will not be
      required to be paid to the Bank Group on account of their
      lien but will instead be distributed on a pro-rate basis for
      payment of allowed unsecured claims in the case, including,
      but not limited to the allowed claims of the Bank Group and
      U.S. Bank;

   3) subject to a common interest agreement, the Bank Group
      agrees to the following:

        i) share certain expert work product relating to a
           forensic accounting report by Boston & Associates, P.C.

       ii) consent to the Trustee's use of members of
           Morris-Anderson as potential expert witnesses and
           consultants with regard to legal actions against
           persons other than the Bank Group

      iii) make available to the Trustee for a period of time and
           subject to certain conditions documents relating to due
           deligence on the loan made by the Bank Group to the
           Debtor and representations made to the Bank Group as to
           asset values in connection with the making of the loan

       iv) make available to the Trustee an individual at each
           Bank Group member organization that has knowledge
           regarding documents produced, to the extent such a
           person currently exists within the member organization;

   4) the Trustee and the Debtor's estate are releasing the Bank
      Group Releases from any and all claims and the adversary
      proceeding shall be dismissed with prejudice;

   5) the Bank Group is releasing the Trustee and the Trustee's
      counsel for any claims arising out of their service to date
      as Trustee and Trustee's counsel in the Debtor's case;

   6) The Bank Group will hold an allowed unsecured claim in the
      Debtor's case in the amount of $35,000,000 less the
      aggregate amount of all payments, if any, they may receive
      after the date of the settlement agreement on account of the
      proceeds' receipt of any remaining collateral;

   7) U.S. Bank will hold an allowed unsecured claim in the
      Debtor's case in the amount of $10,918,611.12; and

   8) the expense of the forensic accounting report shall
      constitute an administrative expense under section
      503(b)(3)(d) in favor of the documentation agent for the
      Bank Group and will be paid solely out of the first proceeds
      of any litigation recoveries from any of the large
      defendants.

If the Court approves the settlement agreement, it will result in
additional funds being available to the estate.

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide. The Company
filed for chapter 11 protection on November 17, 2001. H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represent the Debtor in its restructuring efforts.  In its
petition, the Company listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


O'SULLIVAN IND: GE Capital Waives Default Under $40 Mil. Revolver
-----------------------------------------------------------------
In exchange for a $50,000 Amendment Fee and a promise to deliver a
preliminary comprehensive restructuring plan by Sept. 2, 2005,
O'Sullivan Industries, Inc., reached an agreement with General
Electric Capital Corporation to amend its $40 million revolving
line of credit agreement.

"This is another positive milestone in our continuing financial
restructuring process," said Bob Parker, President and Chief
Executive Officer of O'Sullivan.  "The amendment provides us
continued access to working capital funds under the credit
agreement."

Pursuant to the amendment, GECC has agreed to continue to make
available funding within terms of the borrowing base and other
conditions and not to enforce any event of default in connection
with O'Sullivan's failure to pay interest on the 10.63% senior
secured notes due 2008 within the applicable grace period,
consistent with the terms and conditions of the amendment.
As previously announced, O'Sullivan recently entered into a
forbearance agreement with the controlling holders of such senior
secured notes.

O'Sullivan also needs to host a conference call with GECC no later
than September 12, 2005, to talk about the preliminary plan and
inform GECC about the any preliminary feedback it receives from
the holders of the Senior Notes regarding the Preliminary Plan.
Not later than October 3, 2005, O'Sullivan must deliver a final
plan to GECC that has either been agreed upon by the holders of
the Senior Notes or can restructure the balance sheet without the
Noteholders' consent.

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
-- whose March 31, 2004 balance sheet shows a shareholders'
deficit of $154 million -- is a leading manufacturer of ready-to-
assemble furniture.

                        *     *     *

As reported in the Troubled Company Reporter on July 20, 2005,
Moody's Investors Service downgraded O'Sullivan Industries' Senior
Secured Notes to Ca from Caa1 following O'Sullivan's announcement
on July 15, 2005, that it will utilize the-30 day grace period for
its $5.3 million interest payment on the secured notes.

At the same time Moody's downgraded O'Sullivan's corporate family
rating (previously known as the senior implied rating) to Caa3
from Caa1 and downgraded the company's senior subordinated notes
rating to C from Ca and affirmed the senior discount notes rating
at C.  Moody's said the outlook is negative.


OTIS SPUNKMEYER: Moody's Rates Proposed $170 Million Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Otis Spunkmeyer,
Inc.'s proposed new $170 million senior secured term loan and
affirmed the company's existing senior secured credit facility
ratings at B1 and its corporate family rating at B1.  Proceeds
from the new $170 million term loan will be used to refinance
Otis' existing $150 million term loan ($132.3 million outstanding)
and for general corporate purposes, including possible
acquisitions.  The outlook remains stable.

Moody's assigned these ratings:

   1) Proposed $170.0 million senior secured term loan,
      maturing 2012 -- B1

Moody's affirmed these ratings:

   1) $22.5 million senior secured revolving credit,
      maturing 2008 -- B1

   2) $150 million senior secured term loan, maturing 2011 --B1

   3) Long term corporate family rating -- B1

Upon closing of the proposed new $170 million term loan, Moody's
will withdraw the ratings of the existing $150 million bank
facilities.

Otis's ratings are supported by its dominant position in the
foodservice frozen cookie dough category, where it enjoys a
leading and growing market share, backed by an established
distribution network and longstanding relationships with key
foodservice providers.  In the more fragmented foodservice muffin
market, the company recently has improved its market position,
currently maintaining a #2 share behind much larger Sara Lee.
Frozen cookie dough and foodservice muffin volume demand has
increased steadily over the past 20 years although industry volume
growth has moderated in recent years due to recent shifts in
dietary trends away from carbohydrates.  Since 2000, Otis has
generated compound annual sales growth of about 9% by investing in
experienced sales and marketing staff, and by focusing on top 20
customers and key product segments.

Otis' ratings are limited by:

   * its narrow product line (roughly 70% cookies, 25% muffins
     and 5% other);

   * modest revenue base ($305 million in net sales in FY04);

   * high leverage (greater than 4 times debt/EBITDA); and

   * a weak balance sheet (negative tangible net worth) primarily
     due to the accounting effect of Code Hennessy & Simmons'
     purchase of the company in 2002.

The company has high operation leverage, reflecting its 100%
leased manufacturing and distribution facilities.  Given the
company's consistent growth over the years, operating leverage has
contributed to margin improvement as fixed costs are spread across
a growing volume base.  Gross margin percentage has improved by
approximately 200 basis points since 2000.  Otis operates two
manufacturing plants in eastern US (Pennsylvania and South
Carolina) and one facility in California near the company's
headquarters in San Leandro.  As the company continues to expand
its business with larger, more demanding customers such as Wal-
Mart and Subway, Otis likely will benefit from additional
production capacity that is centrally located.  The replacement
cost of a new production facility is approximately $6 million.

At closing, the proposed new term loan would provide an additional
$38 million of cash on hand, which the company may use for general
corporate purposes, including acquisitions.  Moody's believes that
the risk of an aggressive acquisition is mitigated by the
relatively small transaction size that could be consummated with
such funds, reasonably tight covenants, and evidence that
management has approached acquisitions prudently in the past. Last
year, the company elected not to complete a contemplated $10MM
acquisition following its due diligence process, and ultimately
returned funds committed to the transaction back to the banks.

The proposed term loan contains a feature that would allow the
company to expand the loan by up to $50 million subject to lender
approval.  The company presumably could use this incremental
amount to refinance its $44.7 million high coupon subordinated
notes that are callable next year.  Although such a transaction
would have no impact on debt levels, it would result in a material
improvement in total coverage and cash flow and remove all the
junior debt from the company's capitalization.

The stable ratings outlook reflects Moody's expectation of
consistent sales and cash flow generation.  Moody's expects free
cash flow after capital spending to enable a modest pace of debt
reduction, assuming no aggressive acquisitions or unusually large
working capital increases.  The ratings could be pressured if
negative sales trends develop with key customers such as Subway,
operating margins become compressed by increased competitive
pressures, or debt/EBITDA increases above 5.0 times.  Ratings
upside over the near term is limited given the company's current
leverage, narrow product focus and modest revenue base.  However
upside pressure would build if debt/EBITDA is maintained below 4.0
times and the company continues to grow and diversify its business
at a measured pace.

The proposed new $170 million senior secured term loan and the
existing $22.5 million revolving credit will be guaranteed by
Otis' subsidiaries and will have first priority liens on all
tangible and intangible assets and capital stock of Otis and its
subsidiaries.  The $22.5 million revolver matures in 2008.  The
maturity of the $170 million term loan will be the earlier of 7
years after the closing date, or 6 months prior to the maturity of
the $44.7 million subordinated notes, currently December 2011.
Thus, while the stated maturity date of the term loan will be in
2012, if the existing subordinated notes remain outstanding, the
term loan will mature on June 30, 2011.

Otis Spunkmeyer is a leading frozen sweet baked goods producer.
The company distributes over 200 million pounds of frozen cookie
dough and muffins to over 120,000 customers across North America.
The company is privately held and has headquarters in San Leandro,
California.  Its fiscal 2004 net revenues were approximately $305
million.


OWENS-ILLINOIS: Names Albert Stroucken to Board of Directors
------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) appointed Albert P.L. Stroucken
to serve on the Company's Board of Directors, effective Aug. 19.

Mr. Stroucken will serve on the Compensation Committee and
Nominating/Corporate Governance Committee.  He has been appointed
to fill the vacancy created by the early retirement from the Board
of James H. Greene, Jr. Mr. Stroucken's term will expire May 2007.

Since 1999, Mr. Stroucken has served as a Chairman of the Board of
H.B. Fuller Company, and as president and CEO since 1998.  H.B.
Fuller Company manufactures adhesives, sealants, coatings, paints
and other specialty chemical products.  Prior to joining H.B.
Fuller, he was general manager of the Inorganics division of Bayer
AG, after serving as executive vice president and president of the
Industrial Chemicals division of the Bayer Corporation from 1992
through 1997.  He joined Bayer AG in Leverkusen, Germany, in 1969.

Mr. Stroucken is a member of the Board of Directors of Baxter
International, Inc., a medical devices, pharmaceuticals and
biotechnology company.  He also serves on the Board of Directors
for the H.B. Fuller Company Foundation and the Twin Cities United
Way.

"Al is a great addition to the O-I Board," said Steve McCracken,
O-I chairman and chief executive officer.  "He brings a strong
international perspective, as well as significant global
operational leadership experience."

Owens-Illinois -- http://www.o-i.com/-- is the largest
manufacturer of glass containers in the world, with leading
positions in Europe, North America, Asia Pacific and Latin
America.  O-I is also a leading manufacturer of healthcare
packaging and specialty closure systems.

                        *     *     *

As reported in the Troubled Company Reporter on March 2, 2005,
Fitch Ratings has affirmed the ratings for Owens-Illinois
(NYSE: OI) and revised the Rating Outlook to Positive from Stable.

Current ratings are:

    -- Senior Secured Credit Facilities 'B+';
    -- Senior Secured Notes 'B';
    -- Senior Unsecured Notes 'CCC+';
    -- Convertible Preferred Stock 'CCC'.

At the same time, Fitch assigned a 'CCC' rating to OI's senior
subordinated notes.  OI assumed BSN's senior subordinated
debentures, 10.25% due 2009 and 9.25% due 2009, at the time of the
BSN acquisition.  During the fourth quarter of 2004, OI's wholly
owned subsidiary Owens-Brockway issued 6.75% senior unsecured
notes due 2014 to refinance a large portion of BSN's subordinated
notes and to repurchase a substantial portion of OI's 7.15% notes
due 2005.

The ratings affect approximately $5.8 billion of debt and
preferred securities.


PC LANDING: Wants Scope of Pachulski Stang's Services Expanded
--------------------------------------------------------------
PC Landing Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
expand the scope of Pachulski Stang Ziehl Young Jones & Weintraub,
P.C.'s services to enable them to retain experts in connection
with confirmation issues that may arise in the chapter 11 cases.

As previously reported in the Troubled Company Reporter on
July 19, 2005, the Honorable Peter J. Walsh approved the Debtors'
Disclosure Statement explaining the Debtors' First Amended Joint
Plan of Reorganization.

Tyco Telecommunications (US) Inc. raised objections to the
Disclosure Statement that it ultimately agreed to continue to
confirmation.  The Debtors anticipate that other parties-in-
interest may object to confirmation for various reasons.  As a
result, the Debtors may require the assistance of experts to
address the confirmation issues that may be raised by an objecting
party.

The Debtors explain that allowing the Firm to retain the experts
instead of them will preserve any work product created by experts
in the event that the Debtors determine not to use experts in any
contested confirmation proceeding.

The Debtors further ask to allow Pachulski Stang to include the
fees and expenses of any experts as expenses in the Firm's fee
applications and not to require them or the experts to produce any
time to detail in connection with the experts' services except to
the Court and the office of the U.S. Trustee to protect the
integrity of the Firm's work product.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
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 estimated assets of over $10 million and estimated
debts of more than $100 million.


PHARMACEUTICAL FORMULATIONS: Bid Protocol for Asset Sale Approved
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the bidding procedures in Pharmaceutical Formulations'
proposed sale of its assets to Leiner Health Products L.L.C.  The
Court also approved an expense reimbursement (of up to $375,000)
and a $500,000 break-up fee for Leiner.

Leiner Health offers the buy the Debtor's assets for $23 million.

Pursuant to the bidding procedures order, any objections to the
sale must be filed by September 13, 2005.  Any competing bids must
be submitted by September 14, 2005.  If there are competing bids,
an auction will be held on September 19, 2005.  The court hearing
to approve any sale is scheduled for September 20, 2005.

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

Headquartered in Edison, New Jersey, Pharmaceutical Formulations
-- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHILLIPS RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Phillips Restaurant Corporation
        2817 Regal Road
        Plano, Texas 75075

Bankruptcy Case No.: 05-44430

Type of Business: The Debtor offers restaurant management and
                  consultancy services.

Chapter 11 Petition Date: August 19, 2005

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Michael B. Suffness, Esq.
                  Michael B. Suffness P.C.
                  5201 West Park Boulevard, Suite 100
                  Plano, Texas 75093
                  Tel: (972) 985-1331
                  Fax: (972) 985-1315

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                                $600,000
P.O. Box 21126
Philadelphia, PA 19114

S & A Restaurant Corp.        Security Agreement        $271,781
P.O. Box 974183               Value of security:
Dallas, TX 75397              $10,000

USRP-CNL                                                 $89,149
12440 Inwood Road, #300
Dallas, TX 75244

State Treasurer                                          $62,768

Protea Real Estate                                       $50,440

USRP Funding 2001-A, L.P.                                $30,937

Sysco Food Service of Dallas                             $19,402

Kovak and Co.                                            $19,000

Caddo SH Sales & Use Tax                                 $13,399
Commission

Kenneth Wall & Assoc., Inc.                              $12,000

Ruffino Meats & Food Service                             $11,173

Santa Maria Produce                                       $9,610

Sysco Food Service of Austin                              $8,021

Sysco-Watson                                              $6,716

North LA Security Service, Inc.                           $5,946

WF/Plaza Parkway Ltd.                                     $5,691

Texas Linen Company, Ltd.                                 $5,282

Angelica Textile Service                                  $4,889

B.B. Taylor Wholesale                                     $4,386
Distributor

TXU Energy                                                $4,376


PILLOWTEX: Committee Seeks to Recover Transfers from 120 Creditors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pillowtex
Corporation filed complaints seeking to avoid certain
preferential and fraudulent transfers made by the Debtors and to
recover the value of the Transfers from 120 creditors.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, tells the Court that Pillowtex made the Transfers to,
or for the benefit of, the Defendants on or within 90 days before
the Petition Date.

On June 6, 2005, through a letter, the Creditors Committee
requested the Creditors to return the Transfers.  However, Ms.
Fatell says, the Creditors have not complied.

The Creditors Committee explains that the Transfers were made for
or on account of antecedent debts owed to the Creditors and were
made while Pillowtex was insolvent.  The Transfers enabled the
Creditors to receive more than they would receive if:

   (a) Pillowtex's cases were under Chapter 7 of the Bankruptcy
       Code;

   (b) the Transfers had not been made; and

   (c) they received payment on account of the debt paid by the
       Transfers to the extent provided by the provisions of the
       Bankruptcy Code.

Accordingly, Ms. Fatell asserts, the Transfers constitute
preferential transfers, which should be avoided and recovered
from the Creditors pursuant to Sections 547 and 550 of the
Bankruptcy Code.

In the event that a creditor asserts that one or more of the
Transfers were made on behalf of a Debtor other than the one that
was owed the corresponding antecedent debt, the Creditors
Committee asserts that:

   (1) The Transfers constitute transfers of an interest of
       Pillowtex in property;

   (2) Pillowtex received less than a reasonably equivalent value
       in exchange for the Transfers; and

   (3) Pillowtex:

         (i) was insolvent on the date that the Transfers were
             made, or became insolvent as a result of the
             Transfers;

        (ii) was engaged or was about to engage in a business or
             a transaction for which any property remaining with
             Pillowtex was an unreasonably small capital, or

       (iii) intended to incur, or believed that it would incur,
             debts that would be beyond its ability to pay as the
             debts matured.

Accordingly, the Transfers also constitute fraudulent transfers,
which should be avoided pursuant to Section 548 of the Bankruptcy
Code and are recoverable under Section 550.

For these reasons, the Creditors Committee asks the Court to:

   (a) authorize avoidance of the Transfers;

   (b) enter judgment in its favor in an amount equivalent to the
       Transfers plus interest at the legal rate from the date of
       the Transfers, together with all costs of the Actions; and

   (c) disallow any and all of the Creditors' claims against the
       Debtors until the Transfers are repaid to the Debtors
       pursuant Section 502(d) of the Bankruptcy Code.

                Cases Reassigned to Judge Lindsey

Judge Walsh assigns the preference adversary proceedings
commenced by the Committee to Judge Paul B. Lindsey.

A list of the cases is available for free at:

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

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.  (Pillowtex Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


RCN CORP: Has Until Sept. 16 to Answer ERISA Class Action Suit
--------------------------------------------------------------
On May 16, 2005, participants in the RCN Savings and Stock
Ownership Plan filed a consolidated class action complaint before
the United States District Court for the District of New Jersey,
naming RCN Corporation and certain of its current and former
directors, officers, employee administrators and managers, as
well as Merrill Lynch Trust Company, FSB, as defendants.

The Class Action Complaint alleges violations of the Employee
Retirement Income Security Act of 1974.  The plaintiffs assert
that the defendants breached their fiduciary duties to the
participants by failing to "prudently and loyally" manage the
Plan's investment in RCN securities by:

   -- continuing to offer RCN common stock as a plan investment
      option for participant contributions;

   -- utilizing RCN securities for employer contributions to the
      Plan; and

   -- maintaining the Plan's pre-existing heavy investment in RCN
      securities when the stock was no longer a prudent
      investment for the Plan, running directly counter to the
      express primary purpose of the Plan which was to help
      provide for participants' retirement.

Defendants charged with the selection and monitoring of other
Plan fiduciaries failed to (i) provide certain fiduciaries with
material information regarding the imprudence of investing Plan
assets in RCN securities, and (ii) remove certain fiduciaries
whose performance was deficient and cause damage to the Plan and
its participants.

Certain defendants also failed to communicate complete and
accurate information to the Plan participants regarding the
Plan's investment in RCN securities sufficient enough to advise
participants of the true risks of investing their retirement
savings in RCN stock.

The plaintiffs are Stephanie Thomas, Harold Hill, Debra K. Craig,
Arnold Prashad, Scott Grassi and Robert M. Maguire.  The
plaintiffs seek recovery of unspecified money damages for the
benefit of a purported class of participants and beneficiaries of
the Plan from January 12, 1999, to December 21, 2004, as a result
of the defendants' breaches.

The other defendants include:

   1.  The Compensation Committee of the Board of Directors of
       RCN Corporation;

   2.  David C. McCourt, former RCN chairman and CEO;

   3.  Bruce C. Godfrey, RCN Board member;

   4.  Michael J. Mahoney, former RCN President, Chief Operating
       Officer and Board member;

   5.  Michael A. Adams, former RCN Chief Strategy Officer and
       Board member;

   6.  Timothy J. Stoklosa, RCN CFO until May 2002 and Executive
       Vice President from May 2002 to February 2004, and former
       member of the Compensation Committee;

   7.  Eugene Roth, Esq., chairman of the Compensation Committee
       until 2003;

   8.  Alfred Fasola, former member of the Board and the
       Compensation Committee;

   9.  Michael B. Yanney, former member of the Board and the
       Compensation Committee;

  10.  Theodore H. Schell, former chairman of the Compensation
       Committee;

  11.  Michael E. Katzenstein, Esq., member of the Board and the
       Compensation Committee;

  12.  Daniel Tseung, member of the Board and the Compensation
       Committee; and

  13.  The RCN 401(k) Administrative Committee.

The Complaint is pending before Judge Stanley R. Chesler and
logged under Master File No. 04-CV-5068 (SRC).

No motion for class certification has been filed by the
plaintiffs.

Pursuant to a Bankruptcy Court order in April 2005, the
plaintiffs may enforce any judgment obtained against RCN solely
against any applicable insurance companies and only up to limits
of any applicable insurance coverage, to the extent coverage is
available.

The plaintiffs are represented by:

     * Trujillo Rodriguez & Richards, LLP, in Haddonfield,
       New Jersey;

     * Kantrowitz, Goldhamer & Graifman, Esqs., in Montvale,
       New Jersey;

     * Sarraf Gentile, LLP, in New York; and

     * Proskauer Rose LLP, in Newark, New Jersey.

              Defendants Given More Time to Respond

The U.S. District Court for the District of New Jersey approves a
stipulation among the adversary parties extending the defendants
time to respond to the complaint until Sept. 16, 2005.

RCN Corporation and the other Defendants need additional time to
respond because certain individual defendants have recently
retained separate counsel.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  The Debtors' confirmed chapter 11 Plan took effect
on December 21, 2004.  Frederick D. Morris, Esq., and Jay M.
Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$1,486,782,000 in assets and $1,820,323,000 in liabilities.

The Debtor consummated its plan of reorganization and formally
emerged from Chapter 11 protection.  The plan, confirmed on
Dec. 8, 2004, by Judge Robert Drain of the Bankruptcy Court in New
York, converted approximately $1.2 billion in unsecured
obligations into 100% of RCN's new equity, and eliminated
approximately $1.8 billion in preferred share obligations.
(RCN Corp. Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


RELIANCE GROUP: Still Unable to File Financial Reports with SEC
---------------------------------------------------------------
Paul W. Zeller, President and CEO of Reliance Group Holdings,
Inc., informs the Securities and Exchange Commission in a
Form 12b-25 filing on Aug. 8, 2005, that RGH has been unable to
complete the work necessary to issue audited financial statements
for fiscal year 2000 or any subsequent fiscal year.  Unless this
work is completed and an audit opinion is issued, it will not be
possible to prepare a Form 10-Q for the fiscal quarter ended
June 30, 2005.

Mr. Zeller notes that RGH has still not filed these SEC-required
reports over the last 12 months:

   -- Form 10-Q for the fiscal quarter ended:

         * June 30, 2004;
         * September 30, 2004; and
         * March 31, 2005; and

   -- Form 10-K for the fiscal year ended December 31, 2004.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAMSHER FLIGHT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Samsher Flight Management, Inc.
             22 Waugh Drive
             Houston, Texas 77007

Bankruptcy Case No.: 05-42963

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                           Case No.
     ------                                           --------
     Advanced Rehabilitation & Pain Management, Inc.  05-42958
     Orthopedic Pain Management, PA                   05-42962

Type of Business: The Debtors' affiliate, Mohamed Shaffin Ali,
                  filed for chapter 11 protection on August 15,
                  2005, and the case is pending before Hon. Wesley
                  W. Steen (Bankr. S.D. Tex. Case No. 05-42695).

Chapter 11 Petition Date: August 19, 2005

Court: Southern District of Texas (Houston)

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

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Samsher Flight Management,    $0 to $50,000      $1 Million to
Inc.                                             $10 Million

Advanced Rehabilitation &     $0 to $50,000      $0 to $50,000
Pain Management, Inc.

Orthopedic Pain Management,   $0 to $50,000      $0 to $50,000
PA

Lists of the Debtors' Largest Unsecured Creditors were not
available at press time.


SPIEGEL INC: RATKL Demands $1.3 Mil. Administrative Claim Payment
-----------------------------------------------------------------
On Dec. 31, 2004, Ronald A. Katz Technology Licensing, L.P.,
filed an administrative expense claim against Spiegel, Inc., and
its debtor-affiliates on account of infringement of certain of
RAKTL's intellectual property.

RATKL is the portfolio holder of over 50 U.S. patents, 17 pending
applications, and several foreign equivalents, totaling around
3,000 issued and pending claims.  These patents represent
pioneering work in the field of computer telephony.

Michael S. Kogan, Esq., at Ervin, Cohen & Jessup LLP, in Beverly
Hills, California, alleges that the Debtors have provided
services for their business operations that infringe on various
RATKL Patents.  Since 2000, RATKL has given the Debtors
infringement notice through various correspondences.

Mr. Kogan tells Judge Lifland that since the Petition Date, the
Debtors have continued to infringe on the RATKL Patents and
accrue royalties owed to RATKL through June 21, 2005.  The
Debtors have also proceeded to utilize the technologies protected
by the RAKTL Patents in their everyday business operations
without RATKL's permission, and that use constitutes an "actual
and necessary expense of the Debtors' bankruptcy estates."

Based on the calculation of the Administrative Claim, RATKL
attests that the amount of damages from the Postpetition
Infringement is $1,312,684.

Mr. Kogan asserts that the royalties due from the Debtors' to
RATKL for infringement on the RATKL Patents should be divided
into prepetition claims and postpetition administrative expenses
based on the timing of the Debtors' infringing use of the RATKL
Patents.  The royalties due from the Postpetition Infringement
began to accrue on the day after the Petition Date and can be
accorded first priority status separate from any claim made by
RATKL for royalties stemming from the Debtors' prepetition
infringement.

Despite the infringement notice of the RATKL Patents, Mr. Kogan
notes that the Debtors never secured a license and never paid any
royalties to continue use of the Protected Technology.

Accordingly, RATKL asks the Court to compel the Debtors to
immediately pay $1,312,684, for administrative expenses incurred
by the Postpetition Infringement.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SR TELECOM: 99.3% of Noteholders Swap 8.15% Notes for 10% Bonds
---------------------------------------------------------------
SR Telecom Inc. (TSX: SRX; Nasdaq: SRXA) reported the expiration
of its offer to exchange its outstanding CDN$71 million 8.15%
debentures due August 31, 2005, and accrued interest of
approximately CDN$4.8 million into new 10% Secured Convertible
Debentures due October 15, 2011.  The offer expired at 5:00 p.m.,
Eastern Time, on August 18, 2005.

The exchange offer occurred as part of the Corporation's
recapitalization plan, announced in May 2005.  At that time, SR
Telecom closed an operating credit facility of USD$39.6 million
with certain holders of its 8.15% Debentures, including certain
funds and accounts managed by DDJ Capital Management, LLC.  In
addition, Inter-American Development Bank and Export Development
Canada agreed to restructure the terms of the loans to SR
Telecom's Chilean subsidiary, Comunicacion rurales y telefonia,
and postpone maturity for three years from the date of the
implementation of the restructuring.

Pursuant to the exchange offer, CDN$70.5 million in principal
amount of the 8.15% Debentures were tendered, representing
approximately 99.3% of the outstanding 8.15% Debentures.  In
exchange, the Corporation will issue CDN$75.3 million of 10%
Secured Convertible Debentures to those holders of 8.15%
Debentures who tendered at the closing on account of principal and
interest.  Funds and accounts managed by DDJ Capital Management,
LLC will hold approximately 33% of the outstanding 10% Secured
Convertible Debentures upon consummation of the exchange offer.

In addition, under the exchange offer, SR Telecom received the
required consents to amend the terms of the 8.15% Debentures to,
among other things extend the maturity thereof to coincide with
the maturity date of the 10% Secured Convertible Debentures and
remove certain covenants.  Holders of 8.15% Debentures who did not
tender under the exchange offer will continue to hold such
debentures.

Interest on the 10% Secured Convertible Debentures is payable in
cash or in kind by the issuance of additional 10% Secured
Convertible Debentures, at the option of SR Telecom.  The 10%
Secured Convertible Debentures will be convertible into common
shares at a rate of approximately 4,606 common shares per
CDN$1,000 in principal amount of 10% Secured Convertible
Debentures representing a conversion price at closing of
approximately $0.217 per common share such that the outstanding
principal amount of all 10% Secured Convertible Debentures are
convertible into 95.2% of the fully diluted common shares of the
Corporation upon closing of the exchange offer.

On the earlier of the business day following the record date
for a rights offering being contemplated by the Corporation and
Nov. 30, 2005, CDN$10 million in principal amount of the 10%
Secured Convertible Debentures will be converted into
approximately 46,060,892 common shares of the Corporation, and
immediately after the issuance, those holders of 10% Secured
Convertible Debentures that were converted will hold approximately
72% of the common shares of the Corporation on an undiluted basis.

The exchange offer was launched on July 21, 2005, and was subject
to terms and conditions set forth in a private offering memorandum
and consent solicitation statement sent to holders of 8.15%
debentures.

                        About DDJ Capital

DDJ Capital Management, LLC is a boutique investment manager
specializing in private equity and debt financings, as well as
high yield and special situations investing.  Founded in 1996, the
Wellesley, Massachusetts based investment firm currently manages
approximately $3 billion on behalf of 78 institutional clients.

                        About SR Telecom

SR TELECOM (TSX: SRX, Nasdaq: SRXA) designs, manufactures and
deploys versatile, Broadband Fixed Wireless Access solutions.  For
over two decades, carriers have used SR Telecom's products to
provide field-proven data and carrier-class voice services to end-
users in both urban and remote areas around the globe.  SR
Telecom's products have helped to connect millions of people
throughout the world.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2005,
Deloitte & Touche LLP raised substantial doubt about SR Telecom
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended December 31,
2004.  Factors that prompted the going concern opinion include:

   -- the Company's losses for the current and prior years,

   -- negative cash flows,

   -- significant deficiency in working capital,

   -- reduced availability of supplier credit,

   -- breach of a number of its long-term debt covenants and
      undertakings, and

   -- lack of operating credit facilities.

Deloitte said the realization of assets and the discharge of
liabilities in the ordinary course of business are subject to
significant uncertainty.

The Company's $71 million debentures became due and payable on
April 22, 2005.  Currently the Corporation is involved in
activities aimed at refinancing these debentures in whole or in
part or extending their maturity date.  If these negotiations are
unsuccessful, the Corporation would need to look at alternative
methods to re-capitalize its balance sheet.  SR Telecom is also
attempting to raise additional working capital to operate the
business.

Management's on-going plans with respect to the significant
uncertainties Deloitte identified are:

   1) continuing discussions with its lenders in respect of its
      non-compliance with its debt covenants, repayment terms,
      waivers and/or modifications thereto;

   2) seeking of additional financing;

   3) continuing the restructuring of the operations to reduce
      expenses, and;

   4) securing new sales orders.

The Company's continuation as a going concern is dependent upon,
among other things:

   -- the continuing support of the Company's lenders (including
      the deferral of scheduled principal repayments),

   -- attaining a satisfactory sales level;

   -- the support of its customers;

   -- continued sales to the Corporation's customers;

   -- a return to profitable operations; and

   -- the ability to generate sufficient cash from operations,
      financing arrangements and new capital to meet its
      obligations as they become due.

These matters are dependent on a number of items outside of the
Corporation's control and there is substantial uncertainty about
the Corporation's ability to successfully conclude on the matters.

Should it be unsuccessful in these efforts, the Company said it
may be obliged to seek protection from its creditors.

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless communications equipment provider, SR Telecom,
Inc., to 'CC' from 'CCC'.  At the same time, the senior unsecured
debt rating on the company's C$71 million debentures due April 22,
2005, was lowered to 'CC' from 'CCC'.  In addition, the ratings
were placed on CreditWatch with negative implications.  A 'CC'
rating indicates that the company's obligations are currently
highly vulnerable to nonpayment.  The ratings actions and
CreditWatch placement follow the Montreal, Quebec-based company's
announcement concerning its refinancing efforts as well
as revised financial guidance.


STANDARD AERO: Extends Sr. Sub. Debt Exchange Offer Until Friday
----------------------------------------------------------------
Standard Aero Holdings, Inc., has extended the expiration date of
its offer to exchange up to $200 million in aggregate principal
amount of its registered 8-1/4% senior subordinated notes due 2014
for its outstanding unregistered 8-1/4% senior subordinated notes
due 2014.

The exchange offer is now scheduled to expire at 5:00 p.m. on
Friday, Aug. 26, 2005.  As of the close of business on Aug. 19,
2005, $200 million in aggregate principal amount of Standard Aero
Holdings, Inc.'s outstanding unregistered 8-1/4% senior
subordinated notes due 2014 had been tendered to the exchange
agent by the holders thereof.

The exchange agent for the exchange offer is Wells Fargo Bank,
National Association, Corporate Trust Operations, MAC N9303-121,
P.O. Box 1517, Minneapolis, Minnesota. For information, call (800)
344-5128.

Standard Aero Holdings Inc., -- http://www.dunlopstandard.com/--  
is a leading supplier of services to the global aerospace, defense
and energy industries.  The Company has over 2,500 employees in
six different countries, with its main operations located in the
United States, Canada and the Netherlands.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
the Company says it will restate and reclassify its audited
consolidated financial statements for the period from Aug. 25,
2004, to Dec. 31, 2004, and as of Dec. 31, 2004, and for the
interim unaudited financial information for the first quarter of
2005 to reflect the non-cash effect of changes in the recorded
amount of the Company's foreign deferred tax liabilities.

            Material Weakness in Internal Control

The Company's management believes that the restatement may
indicate a material weakness in the Company's internal control
over financial reporting.  A material weakness is a significant
deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will
not be prevented or detected.

The Company is committed to maintaining effective internal control
over financial reporting to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of
financial statements for external purposes in accordance with
GAAP.

In order to improve the process and to enhance the Company's
internal control over financial reporting, the Company's
management has hired the former Senior Manager for U.S. and
Cross-Border Tax from a major public accounting firm to act as the
Company's director of tax accounting beginning Aug. 15, 2005.

Internal control over financial reporting cannot provide absolute
assurance of achieving financial reporting objectives due to its
inherent limitations because internal control involves human
diligence and compliance and is subject to lapses in judgment and
breakdowns from human failures.  Nonetheless, these inherent
limitations are known features of the financial reporting process,
and it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.


S-TRAN HOLDINGS: Lease-Decision Period Stretched to Sept. 12
------------------------------------------------------------
As previously reported, S-Tran Holdings, Inc., and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to extend the period within which it can elect to assume,
assume and assign, or reject unexpired nonresidential real
property leases to September 12, 2005.

The Debtors want to extend its lease decision period on these
leases:

   Site Address                   Use           Lessor Address
   ------------                   ---           --------------
   728 Jefferson Avenue       General Office    Dartmoor Realty
   Cookville, Tennessee 38501                   PO Box 2709
                                                Cookville,
                                                Tennessee 38502

   120 E. Main St.            Salvage Store     William A.
   Algood, Tennessee 38506                      & James W. Benson
                                                909 Hillside
                                                Drive Cookville,
                                                Tennessee 38501

The Debtors explained that they need these locations to continue
the orderly wind-down of their operations and sell damaged cargo
rejected by recipients.

                        *    *    *

The Court granted the Debtors' request for an extension of their
period to decide what to do with the two leases.

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.


SUNCOM WIRELESS: Terminates $113 Million Purchase of Urban Comm
---------------------------------------------------------------
Triton PCS Inc., nka SunCom Wireless Holdings, Inc., reported that
its primary operating subsidiary SunCom Wireless, Inc., (NYSE:
TPC), exercised its termination right to cancel the planned
purchase of Urban Comm - North Carolina, Inc., for
$113 Million.

The agreement, which was announced on October 28, 2004, called for
SunCom to purchase all of the outstanding stock of Urban, whose
assets include FCC wireless licenses in 20 Basic Trading Areas in
North Carolina, South Carolina and Virginia.

Based in Berwyn, Pennsylvania, SunCom Wireless fka Triton PCS,
Inc., is licensed to provide digital wireless communications
services in an area covering 14.3 million people in the
Southeastern United States and 4.0 million people in Puerto Rico
and the U.S. Virgin Islands.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on Triton
PCS Inc.  The corporate credit rating was lowered to 'CCC+' from
'B-'.  S&P said the outlook is negative.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service downgraded the existing ratings of
Triton PCS, Inc., as described below, completing the review for
possible downgrade initiated in July.  Moody's also assigned a B2
rating to the proposed $250 million senior secured term loan.  The
outlook for these ratings is negative.

The affected ratings are:

   * Senior implied rating downgraded to Caa1 from B2

   * Issuer rating downgraded to Caa1 from B2

   * $250 million senior secured term loan assigned B2

   * $725 million 8.5% Senior Notes due 2013 downgraded to Caa1
     from B2

   * $350 million 9.375% Senior Subordinated Notes due 2011
     downgraded to Ca from B3

   * $400 million 8.75% Senior Subordinated Notes due 2011
     downgraded to Ca from B3


TFS ELECTRONIC: Files for Chapter 11 Protection in Arizona
----------------------------------------------------------
TFS Electronic Manufacturing Services, Inc., a subsidiary of
Three-Five Systems, Inc., filed a chapter 11 petition in the U.S.
Bankruptcy Court for the District of Arizona, on Aug. 19, 2005.
The Company filed the petition in order to implement an asset
purchase agreement for the sale of its electronic manufacturing
services operations in Redmond, Washington, to Catalyst
Manufacturing Services, Inc.

Three-Five will continue to fund the operations of TFS Electronic
through the closing date of the proposed sale through a debtor-in-
possession financing.

The electronic manufacturing services assets of TFS Electronic
includes substantially all of the its manufacturing operations in
Redmond, Washington.

Three-Five estimates the total value of the transaction will be
approximately $6.6 million, subject to adjustments relating to
accounts receivable and inventory valuations.  The value of the
transaction is made up of $3.6 million in cash to be paid to TFS
Electronic, at closing and the assumption of certain liabilities
by Catalyst.

The agreement is subject to customary closing conditions as well
as approval by the bankruptcy court in the bankruptcy proceeding.
The parties anticipate that the transaction will close within the
next 45-60 days.

Catalyst Manufacturing Services is a privately owned company
founded to provide full contract electronic manufacturing services
to OEMs from product development through distribution and after
market support.  Catalyst serves a broad global customer base in
the medical, computer, industrial networking, telecommunication,
transportation and securities industries.

Three-Five Systems, Inc. -- http://www.tfsc.com/-- provides
specialized electronics manufacturing services to original
equipment manufacturers.  TFS offers a broad range of engineering
and manufacturing capabilities.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., at Greenberg
Traurig LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protections from its creditors, it
listed estimated assets between $1 Million to $10 Million and
estimated debts between $10 Million to $50 Million.


TFS ELECTRONIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TFS Electronic Manufacturing Services, Inc.,
        f/k/a Electronic Manufacturing Corp.
        f/k/a Electronic Turnkey Manufacturing Corp.
        f/k/a ETMA Corp.
        f/k/a TFS - Redmond
        f/k/a TFS Electronic Manufacturing Services
        9461 Willows Road Northeast
        Redmond, Washington 98052

Bankruptcy Case No.: 05-15403

Type of Business: The Debtor is an electronics manufacturing
                  services facility that specializes in New
                  Product Introduction services, prototype
                  development and low to medium-volume
                  manufacturing.  The Company is a subsidiary
                  of Three-Five Systems.  See
                  http://www.tfsc.com/

Chapter 11 Petition Date: August 19, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: John R. Clemency, Esq.
                  Greenberg Traurig LLP
                  2375 East Camelback Road, Suite 700
                  Phoenix, Arizona 85016
                  Tel: (602) 445-8575
                  Fax: 602-445-8100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Three-Five Systems, Inc.                     $12,344,608
   1600 North Desert Drive
   Tempe, AZ 85281

   Arrow Electronics                             $1,194,138
   7459 South Lima Street, Building 3
   Englewood, CO 80112

   TFS EMS SDN BHD                               $1,168,545
   Plot 574, Lorong Perusahaan 4
   Zon Perindustrian Bebas Prai
   Prai Malaysia Penang 13600

   Avnet Electronics                               $288,936
   8214 154th Avenue Northeast
   Redmond, WA 98052

   Topsearch Printed Circuits Mac                  $204,406

   TTM Technologies                                $162,334

   Memec United                                    $108,967

   National Industrial Concepts                     $81,488

   Polymer Technology                               $77,342

   TTI, Inc.                                        $69,114

   Future Electronics                               $68,549

   Adaptix                                          $67,592

   Force Electronics                                $66,866

   Smith & Associates                               $56,260

   Leadway Int'l Develop                            $53,028

   Digi-Key                                         $42,056

   Globtek, Inc.                                    $38,314

   All American Semiconductor                       $38,202

   Memec United (Unique Tech)                       $37,114

   Neilsen MFG, Inc.                                $32,171


TOWER AUTOMOTIVE: Can't File Quarterly Report On Time
-----------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Christopher T. Hatto, Chief Accounting Officer of
Tower Automotive, Inc., reports that Tower has not had an
opportunity to gather all of the information required in the Form
10-Q.  As a result, Tower was unable to timely file its report
for the quarter ended June 30, 2005, which report was due on
August 9, 2005, without unreasonable effort and expense.

According to Mr. Hatto, the necessary work associated with
Tower's Form 10-Q will not be completed within the extended time
frame permitted under Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934 because the
independent auditor review pertaining to the Report had not been
completed pending the appointment of Tower's independent
auditors.

Tower intends to seek the approval of the Bankruptcy Court in
September 2005 with regard to the appointment of the independent
auditors.

Mr. Hatto says that Tower intends to file its Form 10-Q for the
quarter ended March 31, 2005, and its Form 10-Q for the quarter
ended June 30, 2005, as soon as all information necessary to
complete the reports is available.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: General Foods Balks at Corydon Leases Rejection
-----------------------------------------------------------------
As previously reported, Tower Automotive Inc. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York for authority to reject 11 property leases
related to their Corydon, Indiana facility effective as of the
Rejection Date applicable to each contract:

   Lessor             Description of Contract   Rejection Date
   ------             -----------------------   --------------
   LaSalle National   Schedule 1:                   06/30/2005
   Leasing Corp.      Powdercoat equipment

                      Schedule 2:                   07/15/2005
                      e-coat equipment

                      Schedule 3:                   06/17/2005
                      U-152 assembly
                      equipment

   Levee Lift, Inc.   Fork Lifts:                   06/30/2005
                      Numerous contracts for
                      9 separate pieces of
                      equipment

   Cardinal Carryor,  Fork lifts and other          06/30/2005
   Inc.               material handling
                      equipment: 30 pieces

   Harrison           Building lease:               10/01/2005
   Properties         Corydon manufacturing
                      site

   Fleet Capital      Schedule A:                   07/15/2005
                      hydroform presses

                      Schedule B:                   07/15/2005
                      Continental washers

   GE Capital &       Dodge Ram frame line "A"      07/15/2005
   General Foods      and "B"
   Credit Investors

   CRA, Inc.          Tow-tractor equipment         08/15/2005
                      lease

   Wells Fargo Bank   Building lease and            07/15/2005
   Northwest, NA      sublease agreement for
                      "Building 36"

   Corporate 44       Warehouse lease               08/31/2005
   Business Park
   Summit Realty
   Group

   Fidelity Federal   Two forklift leases           08/31/2005
   Savings Bank

   Tower Ventures,    Building lease                07/31/2005
   LLC

                      General Foods Objects

General Foods Credit Investors No. 2 Corporation, a wholly owned
subsidiary of Philip Morris Capital Corporation, objects to the
Debtors' request to the extent that it fails to provide
appropriate protections for General Foods' rights under:

   (a) an Equipment Lease among:

         (i) Tower Automotive Products Company, Inc., as lessee;

        (ii) Wells Fargo Bank Northwest, N.A., as Owner Trustee
             under a Trust Agreement dated as of September 25,
             2001, between General Foods and Wells Fargo, as
             lessor; and

       (iii) General Foods, as Owner Participant under the GFCI
             Trust,

       pursuant to which Wells Fargo leases to Tower Automotive
       Products its 50% undivided ownership interest in two
       assembly lines of equipment at the Debtors' manufacturing
       facility at 3533 North 27th Street, Building #36, in
       Milwaukee, Wisconsin;

   (2) a Building Lease Agreement between Tower Automotive
       Products, as lessor, and Wells Fargo, as lessee, pursuant
       to which Tower Automotive Products conveyed to Wells Fargo
       an undivided 50% leasehold interest in the Building #36
       manufacturing facility; and

   (3) a Building Sublease Agreement between Wells Fargo, as
       sublessor, and Tower Automotive Products, as sublessee,
       pursuant to which Wells Fargo subleased the leasehold
       interest in the Building #36 premises back to Tower
       Automotive Products.

Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, in New York,
informs the Court that General Foods, through Wells Fargo, has
elected to retain its rights under the Building Lease, including,
without limitation, the rights of use, possession, quiet
enjoyment, subletting, and assignment.

The initial term of the Building Lease expires on September 26,
2013.

"Pursuant to [Bankruptcy] Code Section 365(h)(1)(B), [General
Foods] was prepared to obtain and pay for utility service for
Building #36 from a third-party provider," Ms. Klestadt relates.
"However, [General Foods] has been informed by representatives of
the Debtors that electricity and heat, and possibly other utility
services, are supplied to the Building #36 premises by plants
that are owned and operated by the Debtors and that such utility
services are not available to Building #36 from any other source,
including from public utilities."

Ms. Klestadt recounts that a Court-approved stipulation with the
Debtors dated July 8, 2005, entitles General Foods to certain
protections under the GCFI Leases:

   1. From and after July 8, 2005, through August 10, 2005, the
      Debtors are required to:

        (i) restrict access to Building #36 to:

            -- General Foods;

            -- General Electric Capital Corporation;

            -- those of the Debtors' employees, experts, or
               professionals who may reasonably need to access
               Building #36 from time to time; and

       (ii) affirmatively permit the Authorized Entities to have
            access to the Building #36 premises;

   2. From and after July 8, 2005, through August 10, 2005, the
      Debtors are required to:

        (i) provide General Foods and GE Capital with reasonable
            prior notice of any removal of tooling or other
            property owned by the Debtors, DaimlerChrysler
            Corporation, or other third parties now used in
            connection with the Assembly Lines or installed on
            the Assembly Lines; and

       (ii) afford General Foods and GE Capital rights of access
            and observation during any removal; and

   3. From and after July 8, 2005, through August 10, 2005, the
      Debtors are required not to dismantle, move, sell, or
      otherwise dispose of any of the Assembly Lines without the
      prior written consent of General Foods and GE Capital.

Thus, to minimize the risk to the value, utility, and remaining
useful life of the Assembly Lines, minimize administrative and
unsecured claims against the Debtors arising from the rejection
of the GFCI Leases, and necessarily protect General Foods' rights
under Sections 365 of the Bankruptcy Code, General Foods asks the
Court to include these provisions in any order approving the
Debtors' request:

   (a) The Rejection Order will provide that the Stipulation
       Protections will remain in effect through the end of the
       period during which General Foods is entitled to exercise
       its rights under Section 365(h)(1)(A)(ii);

   (b) The Debtors will be required to immediately turnover to
       General Foods all maintenance records, software, manuals,
       and similar documentation, related to the Assembly Lines
       and to Building #36, to the extent reasonably necessary to
       effectuate Well Fargo's and General Foods' rights under
       Section 365;

   (c) So long as the Debtors are operating the Building #36
       manufacturing facility during the Section 365(h) Period,
       they will be required to continue providing utility
       service to the facility;

   (d) The Debtors will not be allowed to circumvent the
       provisions of the GFCI Leases and of Section 365(h)(1) by
       having housed significant portions of the leased equipment
       in Annex 1 -- a structure that is not part of the premises
       subject to the Building Lease and Building Sublease,
       contrary to the representations contained in those
       instruments; and

   (e) The bar date for filing claims arising from the rejection
       of the GCFI Leases be extended through a date that is no
       earlier than 120 days after the July 15, 2005, rejection
       date.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TXU CORP: Energy & Delivery Units Ink $1 Billion Credit Agreement
-----------------------------------------------------------------
TXU Energy Company LLC and TXU Electric Delivery Company, TXU
Corporation affiliates, entered into a $1 billion Revolving Credit
Agreement with Citibank, N.A., JPMorgan Chase Bank, N.A., Calyon
New York Branch, Deutsche Bank AG New York Branch, Wachovia Bank,
National Association and other lenders, on August 12, 2005

The Credit Agreement provides for a $1 billion three-year
revolving credit facility, which may be used for working capital
and other general corporate purposes, including letters of credit
and the making of advances to affiliates.  The lenders and their
commitments are:

         Lender                                    Commitment
         ------                                    ----------
         Citibank, N.A.                          $135,000,000
         Bank of America, N.A.                     85,000,000
         JPMorgan Chase Bank, N.A                  85,000,000
         Calyon New York Branch                    85,000,000
         Deutsche Bank AG New York Branch          85,000,000
         Lehman Brothers Bank, FSB                 85,000,000
         Merrill Lynch Bank USA                    85,000,000
         UBS Loan Finance LLC                      85,000,000
         Wachovia Bank, National Association       85,000,000
         Credit Suisse, Cayman Islands Branch      70,000,000
         Barclays Bank PLC                         70,000,000
         William Street Commitment Corporation     35,000,000
         Mellon Bank, N.A.                         10,000,000

Total borrowings and letters of credit under the Credit Agreement
may not exceed $1 billion, of which no more than $800 million
may be outstanding to Delivery.  The facility will expire on
August 12, 2008, at which time all outstanding amounts under the
facility will be due and payable and outstanding letters of credit
will expire.

Under the terms of the Credit Agreement, Energy Holdings has
agreed to pay the lenders a facility fee on a quarterly basis.
The facility fee rate is dependent on the lower credit rating of
either Energy Holdings or Delivery and ranges from a rate per
annum equal to 0.1% to 0.2% of total commitments under the Credit
Agreement.

Based on Energy Holdings' and Delivery's current credit ratings,
the facility fee rate would be 0.175% per annum.  In addition,
each of Energy Holdings and Delivery has agreed to pay a fronting
fee and a letter of credit fee with respect to letters of credit
issued for its account.  The fronting fee is equal to 0.125% of
the stated amount of each letter of credit.  The letter of credit
fee is based on the face amount of the letter of credit calculated
at a rate per annum equal to 0.275% to 0.800% depending on the
applicable borrower's credit ratings. Based on Energy Holdings'
and Delivery's current credit ratings, the letter of credit fee
would be 0.575% per annum.

                            Covenants

The Credit Agreement provides that the ratio of consolidated
earnings available for fixed charges to consolidated fixed charges
as of the end of each quarter of each fiscal year for Energy
Holdings and Delivery be no less than 2.00 to 1.00 and 1.75 to
1.00, respectively.  In addition, ratios of consolidated senior
debt to consolidated total capitalization as of the end of each
quarter of each fiscal year of Energy Holdings and Delivery should
not be greater than 0.60 to 1.00 and 0.65 to 1.00, respectively.
Each of Energy Holdings and Delivery makes the covenants
independently, and a breach by one does not constitute a breach by
the other.

                       In Case of Default

In the event of a default by Energy Holdings or Delivery under the
Credit Agreement, including cross-defaults of Energy Holdings or
Delivery relating to indebtedness in a principal amount in excess
of $50 million of such borrower or its subsidiaries, the lenders
may terminate the commitments made under the Credit Agreement with
respect to the defaulting borrower, declare the amount with
respect to the defaulting borrower outstanding, including all
accrued interest and unpaid fees, payable immediately, and enforce
any and all rights and interests created and existing under the
Credit Agreement with respect to such defaulting borrower,
including all rights of set-off and all other rights available at
law.

A full-text copy of the Credit Agreement is available for free at
http://ResearchArchives.com/t/s?f0

TXU Corp., a Dallas-based energy company, manages a portfolio of
competitive and regulated energy businesses in North America,
primarily in Texas.  In TXU Corp.'s unregulated business, TXU
Energy provides electricity and related services to 2.5 million
competitive electricity customers in Texas, more customers than
any other retail electric provider in the state.  TXU Power has
over 18,300 megawatts of generation in Texas, including 2,300 MW
of nuclear and 5,837 MW of lignite/coal-fired generation capacity.
The company is also one of the largest purchasers of wind-
generated electricity in Texas and North America. TXU Corp.'s
regulated electric distribution and transmission business, TXU
Electric Delivery, complements the competitive operations, using
asset management skills developed over more than one hundred
years, to provide reliable electricity delivery to consumers. TXU
Electric Delivery operates the largest distribution and
transmission system in Texas, providing power to more than 2.9
million electric delivery points over more than 99,000 miles of
distribution and 14,000 miles of transmission lines. Visit
http://www.txucorp.com/for more information about TXU Corp.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
TXU Corp. securities rated by Fitch Ratings remain unchanged
following the announcement that TXU reached a comprehensive
settlement agreement resolving potential claims relating to TXU
Europe.  The ratings are:

   -- Senior unsecured 'BBB-';
   -- Preferred stock 'BB+';
   -- Commercial paper 'F3'.

Under the terms of the settlement, TXU will make a $220 million
one-time payment to creditors. A charge of $220 million
($143 million after tax) will be taken for the fourth quarter of
2004, and TXU expects a portion of the payment to be recovered
from insurance proceeds.  In Fitch's view, this loss will not
materially affect TXU's credit profile or liquidity. Additionally,
the possibility of this event was incorporated in current ratings.


UAL CORP: Trade-Debt.Net Buys 7 Claims Totaling $33,413
-------------------------------------------------------
Trade-Debt.Net of West Babylon, New York, is the recipient of
seven claims with a face value of $33,413 from these claimants:

   Claimant                          Amount
   --------                          ------
   Aquamatic Sprinkler               $3,360
   Capitol Concessions                2,653
   Detroit Transmission               2,367
   Luckysurf.com                     18,722
   Terminix Commercial                3,356
   Wyndham Garden Hotel               1,806
   Wyndham Garden Hotel               1,149
                                    --------
   Total                            $33,413

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Mitsui & BofA Securities Buys $18.5 Million Claim
-----------------------------------------------------------
Oc757-2-24763 LLC of Fort Worth, Texas, transferred Claim No.
43553 for $18,508,262 to Mitsui & Co. (USA), Inc., and Banc of
America Securities, LLC.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Republic Airlines Buys Planes & Slots for $100 Million
------------------------------------------------------------------
US Airways has accepted Republic Airways' offer to buy its fleet
of Embraer ERJ 170s and slot rights at New York LaGuardia Airport
and Ronald Reagan Washington National Airport for $100,000,000,
Regional Airport News reports.

According to RAN, US Airways will continue to use the 113 slots
in Washington and 24 slots in New York under a rental agreement
with Republic.  US Airways has the right to repurchase the slots.

US Airways' Embraer 170s are operated by its MidAtlantic Airways
unit.  Republic will purchase 10 of the planes and assume the
leases on another 18 planes.  MidAtlantic will continue to
operate the planes until the Federal Aviation Administration
certifies Republic Airlines, a new unit of Republic Airways, to
operate the planes.  This transaction will not be completed until
Summer 2006.

Republic will assume seven ERJ 145s from the US Airways Express
fleet.  Both US Airways and Republic Airways continue to talk
about adding more Embraer 170s to the transaction, as well as the
prospect of adding Embraer 190s in the future, RAN says.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WATERFORD GAMING: S&P Affirms B+ Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Waterford Gaming LLC to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' issuer
credit rating and other ratings on the company.

"The outlook revision reflects the company's improved credit
measures and the expectation that this trend will continue over
the intermediate term as the issuer's outstanding bond issue
continues to amortize," said Standard & Poor's credit analyst
Peggy Hwan.

The ratings on Waterford Gaming reflect the stable revenue stream
from the operations of the successful Mohegan Sun Casino, operated
by the Connecticut-based Mohegan Tribal Gaming Authority.
Offsetting this factor is Waterford Gaming's high debt level and
reliance on a single property for its cash flow.


WESTERN OIL: Reports Second Quarter Financial & Operation Results
-----------------------------------------------------------------
Western Oil Sands Inc. reports its second quarter 2005 results and
provides an operational update for the athabasca oil sands
project.

During the second quarter of 2005, Western generated record
results including:

   * net revenue of $148.2 million,
   * EBITDAX of $84.1 million,
   * cash flow from operations of $68.0 million, and
   * net earnings of $28.7 million.

By comparison, in the second quarter of 2004, western generated
net revenue of $93.3 million, EBITDAX of $35.5 million, cash flow
from operations of $19.4 million and a net loss of $9.2 million.

Relative to the second quarter of 2004, financial results during
the second quarter of 2005 were positively impacted by a 15 per
cent increase in production, a 39 per cent increase in West Texas
Intermediate prices and a decrease in volumes subject to hedge
contracts partially offset by wider light to heavy crude oil price
differentials.  In the second quarter of 2005, a $7.2 million
unrealized foreign exchange loss ($6.0 million net of tax) was
included in net earnings, compared to a foreign exchange loss of
$13.5 million ($11.3 million net of tax) for the second quarter of
2004.  Excluding the impact of Western's hedging activities,
EBITDAX was $104.9 million, net earnings were $41.6 million, and
cash flow from operations was $88.8 million in the second quarter
of 2005 compared to $62.7 million, $7.5 million and $46.6 million,
respectively, in the second quarter of 2004.

Highlights

   * During the second quarter of 2005, the Project achieved
     record production averaging approximately 163,800 barrels per
     day (32,760 barrels per day net to Western), an increase of
     15 per cent compared to 142,000 barrels per day  (28,400
     barrels per day net to Western) in the second quarter of
     2004.  The Project achieved another significant milestone
     during the second quarter of 2005, attaining cumulative
     production of 100 million barrels in just over two years of
     full operations.  One-time operational issues experienced in
     the first quarter of 2005 were systematically addressed,
     setting the stage for robust production in the second quarter
     whereby the Project experienced reliable production
     performance for three consecutive months.  Production in the
     second quarter of 2005 represents a 24 per cent increase over
     the first quarter of 2005.  As a result of sustained high
     production levels, operating costs for the quarter decreased
     to $19.38 per processed barrel.

   * As announced on June 27, 2005, the Joint Venture partners
     agreed to settle the loss of profits insurance claim relating
     to the January 6, 2003, fire.  The AOSP Joint Venture reached
     a settlement in the amount of $220 million.  Western's pro
     rata share is $44 million.  Similar to the claim proceeds
     relating to the physical damage stemming from the fire,
     certain insurers in the loss of profits claims are
     withholding payment to Western as these same insurers
     provided coverage on Western's construction and delay policy
     which is currently in arbitration proceedings.  Western will
     initially receive $19.4 million from this settlement and we
     are attempting to finalize a contingent settlement for the
     balance of $24.6 million.  The settlement amount is recorded
     as a reduction to capital assets in our second quarter
     balance sheet and, as such, did not impact earnings.

   * Western's previously announced three-for-one stock split was
     approved by shareholders at our Annual and Special Meeting
     held on May 11, 2005.  Western's Class A Common Shares began
     trading on a post-split basis on May 30, 2005, bringing our
     outstanding Common Shares to approximately 160 million.

   * Albian Sands Energy, operator of the Muskeg River Mine,
     reported two significant safety milestones.  On July 1, 2005,
     Albian achieved one year without a lost time incident and
     July 5, 2005, marked four million man hours without a lost
     time incident.   As we move forward with our expansion, the
     AOSP remains committed to the highest standards in health,
     safety and the environment and building on our achievements
     to date.

                      AOSP Expansion Update

Western, together with its partners, continues to make significant
progress in advancing the continuous construction expansion
initiative.  The Owners have adopted a management system, which
requires rigorous adherence to a staged protocol for completing
project milestones, with the next major milestone being the
ordering of long lead time equipment and the completion of the
first expansion development plan.  This management tool will be
critical to the success of the expansions as the Owners assess the
capital costs of the expansions in the face of major increases in
the cost of materials and services for the industry.  Concurrent
with this process, the Owners are securing Engineering Procurement
and Construction Management contractors for the construction of
both upstream and downstream facilities.  The Project also
continues to move forward with the de-bottlenecking program with
the objective of increasing production to the 180,000 to 200,000
barrel per day range by 2007 to 2008.

The Project's environmental permit for the first expansion is
before the Energy Utilities Board and was filed on April 29, 2005;
the Owners anticipate final approval in mid-2006.  The Project has
held its first public hearing in this regard and the regulatory
agencies are evaluating the application in the normal course of
business.  The Project is also preparing the environmental
application for the full development of the AOSP's leases with
approval anticipated in mid-2008, coincident with a final
investment decision on the second and third expansions.  The
Project is on track for this larger application.

                         Beyond the AOSP

In addition to our primary objective of developing and growing the
sizeable resource base that we have available to us through the
AOSP, Western is critically examining new strategic business
opportunities.  As part of our long-term strategy, Western's plan
includes expanding the scope of our interests, domestically or
internationally, by taking our core competencies and skills and
applying them to new ventures.  As an entrepreneurial, growth-
oriented company, our goal is to continue to identify
opportunities to enhance shareholder value.


Western is a Canadian oil sands corporation, which holds a 20
percent undivided interest in the Athabasca Oil Sands Project
together with Shell Canada Limited (60 per cent) and Chevron
Canada Limited (20 per cent).

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 10, 2002,
Standard & Poor's Ratings Services affirmed Calgary, Alta.- based
Western Oil Sands Inc.'s 'BB+' corporate credit rating.


WHEREHOUSE ENT: Wants Claims Objection Deadline Moved to Sept. 30
------------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend,
until Sept. 30, 2005, the period within which they can object to:

   -- administrative expense claims,
   -- priority tax claims,
   -- other priority claims,
   -- secured trade claims, and
   -- other secured claims.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, P.A.,
the Debtors' counsel, tells the Court that an extension is
necessary to give the Debtors sufficient time to complete the
evaluation of all outstanding claims.

The Debtors report that they have filed eight omnibus claims
objections seeking to reduce and allow or expunge some
administrative, secured and priority claims.  The Debtors have
also filed various stipulations settling some significant
administrative, secured and priority claims.

Ms. Newmarch explains that the Debtors have only one employee
remaining to continue the winding-up of their estates.  The
Debtors, however, assure the Court that they can complete the
claims objection process in the near future.

Headquartered in Torrance, California, Wherehouse Entertainment,
Inc., sells prerecorded music, videocassettes, DVDs, video games,
personal electronics, blank audio cassettes and videocassettes,
and accessories.  The Company and its debtor-affiliates filed for
chapter 11 protection on January 20, 2003, (Bankr. Del. Case No.
03-10224).  Mark D. Collins, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $227,957,000 in total assets and
$222,530,000 in total debts.


WINN-DIXIE: Wants Pride Capital Group as FF&E Liquidating Agent
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ The Pride Capital Group, LLC, doing business as Great
American Group, as liquidating agent pursuant to an Agency
Agreement.  The Debtors also ask the Court to:

    a. approve the Agency Agreement; and

    b. authorize them to sell furniture, fixtures and equipment as
       well as designated rolling stock and excess equipment
       located at the Debtors' distribution centers, free and
       clear of liens.

                         Agency Agreement

The Agency Agreement provides the Debtors with the opportunity to
dispose of the Assets and to maximize the proceeds for their
estates.  The material terms of the Agency Agreement include:

A. Agent's Fee.  The Agent will be entitled to this fee
    structure:

    (a) if Net Proceeds are less than $3,675,000, there will be no
        fee;

    (b) if Net Proceeds are equal to or greater than $3,675,000 up
        to $4,325,000, the Agent will receive a fee that is 25% of
        the amount by which Net Proceeds exceed $3,675,000;

    (c) if Net Proceeds are greater than $4,325,000 up to
        $4,775,000, the Agent will receive a fee that is 35% of
        the amount by which Net Proceeds exceed $4,325,000, plus
        the fee set forth in (b);

    (d) if Net Proceeds are greater than $4,775,000 up to
        $5,225,000, the Agent will receive a fee that is 50% of
        the amount by which Net Proceeds exceed $4,775,000, plus
        the fee set forth in (b) and (c); and

    (e) if Net Proceeds are greater than $5,225,000, the Agent
        will receive a fee that is 60% of the amount by which Net
        Proceeds exceed $5,225,000, plus the fee set forth in (b),
        (c) and (d).

B. Control of Proceeds.  All cash proceeds from the sale will be
    deposited into the Debtors' depository bank accounts.

C. Final Reconciliation.  By November 12, 2005, the Agent and the
    Debtors will jointly prepare a final reconciliation including
    a summary of Proceeds, taxes, expenses, and any other
    accountings required.  Within five days of completion of the
    Final Reconciliation, (i) any undisputed and unpaid expenses
    will be paid by the Debtors and (ii) any portion of the
    Agent's fee for which there is no disputed amount will be paid
    by the Debtors to the Agent.

D. Expenses of the Sale.  All expenses of the sale will be borne
    by the Debtors consistent with an expense budget to be agreed
    to between the Agent and the Debtors and attached to the
    Agency Agreement.  The Agent will pay expenses of the sale
    that exceed the Expense Budget.  In the event the Agent fails
    to timely vacate any of the Distribution Centers, the Agent
    must reimburse the Debtors for any expense or claims incurred.

E. Assets.  The Assets substantially include all furniture,
    fixtures and equipment and specifically identified rolling
    stock located at the Closing Distribution Centers and excess
    equipment located at the Operating Distribution Centers.

F. Additional Assets.  The Assets also include:

    (1) additional equipment not located in the Distribution
        Centers on the Sale Commencement Date but which the
        Debtors and the Agent mutually agree to include in the
        Sale on terms and conditions acceptable to the Debtors and
        the Agent in accordance with the terms of the Agreement;
        and

    (2) to the extent the Company provides written notice to the
        Agent on or prior to September 22, 2005, any and all
        furniture, fixtures and equipment located at the Debtors'
        Montgomery Pizza facility located in Montgomery, Alabama
        or the Debtors' Highpoint Dairy located in Highpoint,
        North Carolina, subject to the Debtors and the Agent
        reaching an agreement on any appropriate and necessary
        modifications to the Expense Budget related to those
        additional Assets.

G. Vacating the Distribution Centers.  The sales under the Agency
    Agreement will commence immediately after entry of Court order
    approving the Agreement and continue until the Sale
    Termination Date.  The Agent will provide the Debtors with
    advance written notice of its intention to vacate any
    Distribution Center.  The Agent will be responsible for the
    removal of any unsold Assets by the Sale Termination Date.  On
    the Sale Termination Date, the Agent must vacate and leave the
    Closing Distribution Centers in "broom clean" condition.

Furthermore, the Debtors ask the Court to permit the Agent to
conduct the sales without obtaining permits which may otherwise
be required by federal, state or local laws, other than health
and safety and without interference by the affected landlords of
the Distribution Centers.

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 Lease Decision Period Extended to Dec. 19
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates are lessees
under more than 900 unexpired leases.  Since filing for
chapter 11 protection, the Debtors have sold or are in the
process of selling leases for about 120 stores and have rejected
leases for 180 stores.

The Debtors are analyzing the remaining Unexpired Leases to
determine which will be critical to their reorganization. In
considering their options with respect to the remaining Unexpired
Leases, the Debtors are evaluating a variety of factors to
determine whether it is appropriate to assume, assume and assign
or reject particular Unexpired Leases.

The Debtors ask the U.S. Bankruptcy Court for the Middle District
of Florida to further extend the period within which they must
assume or reject the Unexpired Leases, through and including
Dec. 19, 2005.

Given the large number of Unexpired Leases that still exist, the
Debtors want an extension to fully and adequately determine
whether to assume or reject the remaining Unexpired Leases.
Otherwise, the Debtors may be compelled, prematurely, to assume
substantial, long-term liabilities under the Unexpired Leases or
forfeit benefits associated with some Unexpired Leases to the
detriment of the Debtors' ability to operate and preserve the
going-concern value of their business for the benefit of all
creditors and other parties-in-interest.  Deciding whether and
when to assume, assign or reject the Unexpired Leases requires
the Debtors to determine whether particular leased premises are
necessary to their future business plan.

Although the Debtors have made significant progress in assessing
the Unexpired Leases, they have not determined which of the
remaining leased premises will be necessary to their business
plan or which should be assumed or rejected to maximize the value
of the Debtors' estates.  Given the size of Winn-Dixie's case,
the number of Unexpired Leases, and the need for the Debtors to
focus on their primary objective of stabilizing their business,
more time is needed to adequately assess whether to assume or
reject each of the Unexpired Leases.

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 Claims Resolution Procedures Established
----------------------------------------------------------
Approximately 3,800 claimants commenced or threatened to commence
litigation against Winn-Dixie Stores, Inc., and their debtor-
affiliates, their employees or others whom the Debtors are
contractually obligated to indemnify, before the grocer filed for
chapter 11 protection.  These Litigation Claims, which exceed
$44 million, run the gamut in terms of asserted liability, many
seek relatively small amounts.

James H. Post, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, relates that all actions by the Claimants to collect or
recover on the Litigation Claims were stayed at the Petition
Date.  The Litigation Claims are contingent, disputed and
unliquidated.  In many cases, the Debtors deny liability or
dispute the amounts on these claims.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Middle District of Florida to establish procedures for liquidating
and settling Litigation Claims through direct negotiation or
alternative dispute resolution.  The Claims Resolution Procedure
is intended to promote cost effective and timely liquidation and
settlement of the Litigation Claims.

According to Mr. Post, the legal fees and expenses of litigating
thousands of Litigation Claims in multiple forums would be
substantial for the Debtors and their estates.  Likewise, the
expense of litigation may prohibit many Claimants from fully
litigating their claims, particularly in light of the uncertainty
of the percentage recovery that will ultimately be available on
allowed unsecured claims in the Debtors' Chapter 11 cases.

                    Claims Resolution Procedures

The proposed Claims Resolution Procedures is designed to
facilitate efficient and inexpensive liquidation of the
Litigation Claims.  The principal features of the proposed Claims
Resolution Procedure include:

    * Questionnaires.  The Debtors will issue Questionnaires to
      Claimants by September 30.  Claimants should return the
      Questionnaire by November 1, 2005.

    * Response and Reply.  The Debtors must tender a Response
      Statement to a Claimant's Questionnaire by December 15,
      2005, and Claimant must Reply to the Response by January 15,
      2006.

    * Mediation, Arbitration, and Adjudication.  For claims over
      $50,000, parties could agree to a mediation.  The mediation
      will commence on September 15, 2005, and conclude by
      November 30, 2005.  If mediation does not resolve the claim,
      Claimant may request arbitration.  If the matter is not
      resolved by arbitration, the claim will be adjudicated.

    * For claims below $50,000, if the matter is not settled by
      January 15, 2006, the claim will be adjudicated.

A full-text copy of the Claims Resolution Procedures is available
for free at:

    http://bankrupt.com/misc/wd-claims_resolution_procedure.pdf

Mr. Post explains that the underlying rationale for the Claims
Resolution Procedures is the practical consideration that most
litigation is settled prior to trial, but only after each side
has had an opportunity to analyze the merits of the case.  By
requiring Claimants to comply with the Claims Resolution
Procedure, each Claimant will be required to analyze, present and
document its Litigation Claims in an informal, inexpensive way
that should result in a large percentage of that Litigation
Claims being resolved without the need of further litigation.  In
addition, settlement consideration changes in bankruptcy because
the ultimate potential recovery for plaintiffs, and the ultimate
cost to the Debtors, can be significantly lower than outside of
bankruptcy.

Mr. Post assures the Court that the Claims Resolution Procedure
will treat Claimants fairly.  The Claims Resolution Procedures is
a non-judicial procedure for liquidating Litigation Claims more
quickly than full trial litigation in state, federal or
Bankruptcy Court.  The parties will have sufficient opportunity
to reach consensual settlements through direct negotiation or
alternative dispute resolution.  During the suspension of
litigation there is limited delay but Claimant's substantive
rights are not abridged in any way, Mr. Post says.

Furthermore, there is no requirement that a Claimant settle its
Litigation Claim pursuant to the Claims Resolution Procedures.
Rather, the Debtors propose only that a Claimant be required to
comply in good faith, with the Claims Resolution Procedures
before being entitled to seek to lift the stay.

                       Settlement Authority

The Debtors also seek the Court's authority to settle Litigation
Claims in accordance with the Claims Resolution Procedures.  All
settlements between $50,000 and $250,000 will be subject to Court
approval.  For any settlement equal to or greater than $250,000,
the Debtors will provide notice to the Committee before filing a
motion seeking approval of that settlement.  The Debtors may
settle claims amounting to $50,000 or less without prior notice
or Court approval.

For Litigation Claims settled for $5,001 or more, the Claimant
will receive an allowed general unsecured non-priority claim
against the Debtors in the Settlement Amount.  All settlements
will be paid in accordance with a confirmed reorganization plan.

Moreover, for Litigation Claims that are settled for $5,000 or
less, the Claim will receive, in the Debtors' sole discretion,
either:

    a. an allowed general unsecured claim against the Debtors in
       the settled amount; or

    b. a payment in cash equal to the settled amount, up to an
       aggregate cap of $5,000,000.

                           Automatic Stay

To implement the Claims Resolution Procedures, the automatic stay
must remain in effect against commencement or continuation of all
Litigation Claims asserted against the Debtors.

Once the Claimant has exhausted the Claims Resolution Procedure
and no settlement has been reached with respect to its Litigation
Claim, the Claimant is entitled to file a motion seeking to lift
the automatic stay.  However, the Debtors request that any
Claimant that fails or refuses to comply with the Claims
Resolution Procedures be denied, without prejudice, relief from
the automatic stay until the Claimant complies with the Claims
Resolution Procedure.

                       Third Party Indemnity

Prior to the Petition Date, the Debtors were parties to general
liability insurance policies that may cover portions of the
Litigation Claims in excess of $2 million.  However, the Debtors
are self-insured for the initial $2 million per occurrence.  The
Debtors do not believe that the Claims Resolution Procedures is
inconsistent with the terms of any of the Insurance Policies.

The Debtors may also be entitled in some instances, under
agreements or applicable non-bankruptcy law, to be indemnified by
other third parties.  To the extent that the Debtors are or may
be entitled to indemnity for a particular Litigation Claim from a
Third Party Indemnitor, the Debtors propose to invite the Third
Party Indemnitor to participate in the liquidation of that claim.


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: Moody's Junks $150 Million Senior Secured Notes
------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Wise Metals
Group LLC in view of the company's:

   * weak profits,

   * negative cash flow,

   * very limited liquidity, and

   * the increased burden posed by its $271 million of debt, which
     is about $100 million higher than when the company was first
     rated in April 2004.

While the company may be able to pull cash out of working capital
over the next several quarters, any improvement is likely to be
modest and does not, in Moody's opinion, offset the increased risk
associated with Wise's high leverage and limited liquidity.  Wise
ended the June 2005 quarter with about $3 million of availability
under its $125 million revolving credit facility, which leaves the
company weakly positioned to withstand any adverse financial or
operating setbacks, although availability has improved to $12
million as of August 12.

These ratings were lowered:

   * $150 million of 10.25% senior secured notes due 2012, to Caa1
     from B2,

   * corporate family rating, to Caa1 from B2.

Moody's affirmed its SGL-4 speculative grade liquidity rating,
indicating weak liquidity, and maintained its negative rating
outlook for the company.

While market fundamentals for Wise's can stock and common alloy
aluminum products have been solid over the last year, higher costs
-- for aluminum, transportation, energy, and other operating
materials -- have limited its ability to take advantage of higher
shipments and improved plant utilization.  As a result, conversion
margin per pound has not materially improved, averaging less than
5 cents/pound over the 12 months ended June 30, 2005, and Adjusted
EBITDA for the same period was $31 million.

In addition, higher aluminum costs, as well as increased
shipments, have required an approximate $89 million investment in
working capital since March 2004 and interest expense has been
higher than expected.  Therefore, Wise's free cash flow (cash from
operating activities minus capex) was negative in each of the last
five quarters and has totaled negative $94 million over this
period.  This has pushed revolver borrowings up to $119 million
(and $3 million in letters of credit) and total debt up to $271
million, as of June 30, 2005, whereas pro forma debt was $176
million when Moody's first rated Wise in April 2004.  Given Wise's
earnings potential and business model, this is a significant debt
burden.

The negative rating outlook remains in place to reflect the
challenges Wise faces in expanding its conversion margin such that
cash flow will be assured of not only covering its ongoing
interest, capex and working capital requirements, but will also
allow for a meaningful reduction in debt.  Wise is also trying to
move away from providing price caps on the metal transfer price
offered to can sheet customers, but these discussions may not be
successful.  Regarding working capital, inventory reductions could
be difficult to realize if recent aluminum price increases hold
up.  In addition, Wise's strategic move to increase sales of
common alloy products will probably require higher inventories of
these products.

Wise could be downgraded further if:

   * its cash flow does not increase in the second half of 2005;

   * debt remains high; and

   * liquidity does not improve or credit facility covenants are
     in danger of being violated.

Factors that could restore Wise's stable outlook include:

   * sustained improvement in conversion margins and cash flow;
   * net liquidity above $50 million; and
   * total debt below $225 million, all other things equal.

Moody's ratings reflect:

   * Wise's dependence on a narrow but expanding range of product
     capabilities;

   * concentration of sales among few customers; and

   * lack of pricing power in a mature market dominated by two
     much larger and financially stronger competitors, Alcoa and
     Novelis.

Market share concentration and intense competition among packaging
companies and their customers, the beverage companies, as well as
competition from other packaging materials such as plastics and
glass, have limited the operating margins earned by producers of
can stock and this is expected to continue.  The ratings are
buoyed by:

   * the technological capabilities of Wise's Listerhill facility;

   * the progress Wise has made in expanding its can stock
     customer base and common alloy sales; and

   * the current high level of industry capacity utilization.

Wise Metals Group LLC produces aluminum can stock and packaging
products from a casting and rolling facility in Muscle Shoals,
Alabama.  The company has its headquarters in Baltimore, Maryland.


WYNDHAM INTERNATIONAL: S&P Withdraws B Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and senior secured ratings on hotel lessor, manager, and
franchiser Wyndham International Inc.  These ratings had been
placed on CreditWatch with developing implications on June 14,
2005.

The rating withdrawal follows the acquisition of Wyndham by the
Blackstone Group.  Stockholders of the Dallas, Texas-based company
approved the acquisition on August 11.


XEROX CORP: Core Debt Reduction Cues Fitch's Ratings Upgrade
------------------------------------------------------------
Fitch Ratings has upgraded Xerox Corp. and its subsidiaries'
senior unsecured debt to 'BB+' from 'BB', trust preferred
securities to 'BB-' from 'B+' and affirmed the senior secured bank
credit facility at 'BBB-'.  The Rating Outlook remains Positive.
Approximately $5.8 billion of securities are affected by Fitch's
action.

Fitch's rating actions and positive outlook reflect Xerox's
improved credit protection measures, adequate liquidity profile,
consistent operating and financial performance, significant
reduction in core debt, and progress in reducing both the
proportion and total dollar value of secured debt in the capital
structure.  Xerox continues to execute its operating strategy, and
despite challenging prospects for revenue growth in the near term,
Fitch expects operating performance will remain stable.
Consistent financial and operational performance and strong free
cash flow, along with continued core and secured debt reduction,
could result in further positive rating actions.

Fitch's rating concerns center on strong competition, Xerox's
inability to achieve consistent revenue growth, and lagging but
improving performance in Xerox's Developing Markets Operations
segment, specifically Brazil.  In addition, Fitch remains
concerned about the recent gross margin deterioration in the
second quarter ended June 30, 2005 as a result of product mix
shifts in the office and production segments.  Fitch anticipates
tepid revenue growth for the remainder of 2005 with margin
pressures associated with the company's various end markets,
particularly the office and low-end printer segments.

Credit protection measures for the latest 12 months ending June
30, 2005, continue to improve, especially Xerox's core debt
metrics.  Xerox's leverage, measured by total debt to total
operating EBITDA, is estimated to be approximately 4.3 times (x)
compared to 5.1x and 5.4x for year-end 2004 and 2003,
respectively.  Similarly, Fitch estimates Xerox's core leverage
(defined as non-financing debt divided by non-financing operating
EBITDA) at June 30, 2005 declined to approximately 1.6x compared
to 2.3x for fiscal 2004 and 2.7x for fiscal 2003.

In addition, the company's overall interest coverage (including
the financing segment) was 3.2x, while Fitch estimates core
interest coverage (defined as core operating EBITDA divided by
core interest expense) was approximately 4.8x for the latest 12
months ended June 30, 2005, compared to 4.1x and 3.0x for fiscal
2004 and 2003.  Fitch expects overall and core credit protection
measures to gradually improve as a result of core debt reduction
from free cash flow along with relatively flat operational EBITDA.

The company's liquidity at June 30, 2005 consisted of more than
$2.1 billion of cash and short-term investments, consistent annual
free cash flow above $1.5 billion the last three years, and an
undrawn $700 million bank facility revolver expiring September
2008.  The bank facility is available, without sub-limit, to Xerox
and certain foreign borrowers of Xerox, including Xerox Canada
Capital Limited, Xerox Capital (Europe) plc, and other qualified
foreign subsidiaries.  Fitch believes that Xerox has more than
sufficient liquidity and financial flexibility to meet upcoming
debt maturities and absorb a reasonable adverse monetary outcome
from any currently outstanding litigation.

To support business growth, Xerox also has access to a secured
eight-year $5 billion credit facility provided by General Electric
Vendor Financial Services expiring in October 2010.  This facility
is used for secured loans backed by U.S. finance receivables
arising from the sale of Xerox's products.  At June 30, 2005,
nearly $3 billion was available under this facility.  In addition,
in June 2004 Xerox arranged a three-year $400 million revolving
credit facility secured by U.S. trade receivables with General
Electric Capital Corp.; as of June 30, 2005, approximately $172
million was drawn from this facility.

Additionally, Xerox has various multi-year committed secured
funding facilities totaling approximately $1.8 billion, of which
approximately $400 million was available at June 30, 2005.  Xerox
will continue to access the aforementioned financing facilities in
the near term, but Fitch expects the company to gradually reduce
its reliance on these vendor financing programs by internally
funding a higher proportion of customer financing receivables.

As of June 30, 2005, total debt was $8.9 billion, excluding the
$889 million of mandatorily convertible preferred stock converting
July 2006.  Total debt consists of $3.9 billion of senior
unsecured debt, $736 million of liabilities to subsidiary trusts
issuing preferred securities (mandatorily redeemable in 2027), and
$4.2 billion of secured debt, consisting primarily of a $300
million bank term loan due 2008, $3.7 billion secured by financing
receivables, and $172 million secured by trade receivables.

Debt secured by finance receivables accounted for 41.1% of total
debt and Fitch believes this percentage will gradually decline as
the company reduces the proportion of secured debt in the capital
structure.  Xerox's finance receivables totaled $7.9 billion at
June 30, 2005.  Debt maturities for the second half of 2005 are
estimated to be $884 million, of which only $178 million is
unsecured debt and the remaining amount is debt secured by finance
receivables.  Fitch believes free cash flow along with a strong
cash balance will enable the company to manage debt maturities and
other obligations.  Additional cash outlays are expected to
continue in 2005 for the company's pension plans as well as cash
charges for previously announced restructuring actions, primarily
for severance payments.

In addition to Xerox Corp., the ratings affected are: Xerox Credit
Corp. and Xerox Capital (Europe) plc's rated senior debt, and
Xerox Corp.'s $1 billion senior secured bank credit facility ($700
million revolver and $300 million term loan), which is also
available to Xerox Canada Capital Limited and Xerox Capital
(Europe) plc.


YUKOS OIL: Moscow Ct. Allows Yugansk to Raise Claim to $7.87 Bil.
-----------------------------------------------------------------
The Moscow Arbitration Court authorized Yuganskneftegas increase
its $5.68 billion claim against Yukos Oil Company to $7.87
billion, according to RIA Novosti.

Yuganskneftegas filed the claim for alleged financial losses it
suffered because Yukos allegedly sold oil below market value from
1999 to 2003.

The Court further authorized Yuganskneftegas to conduct an expert
analysis of oil market prices from 1999 to 2003.  The Court
adjourned the hearing on the case today.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (43)         106       (5)
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (480)       1,447       59
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (81)         667      129
Crown Media HL-A        CRWN        (34)       1,289     (130)
Delphi Corp.            DPH      (4,392)      16,511      256
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
Nexstar Broadc - A      NXST        (51)         684       27
Northwest Airline       NWAC     (3,563)      14,352   (1,392)
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Quality Distrib.        QLTY        (26)         380       18
Qwest Communication     Q        (2,663)      24,070    1,248
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY        (120)         267       30
Vertrue Inc.            VTRU        (50)         451      (81)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.-A       WRSP     (1,698)         592       47
WR Grace & Co.          GRA        (605)       3,423      811


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***