TCR_Public/050824.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, August 24, 2005, Vol. 9, No. 200

                          Headlines

ADAHI INC: Judge Zive Confirms First Amended Chapter 11 Plan
ADELPHIA COMMS: Says Sale Process Must Guide Lease Decisions
ALLIED HOLDINGS: Hires Hays Fin'l as Administrative Consultants
ALLIED HOLDINGS: Wants to Reject Timberland Office Park Lease
ALLMERICA FINANCIAL: S&P Places B Preferred Stock Rating on Watch

ANCHOR GLASS: Glenshaw Glass Wants to Recover Molds
ANCHOR GLASS: Judge Paskay Amends DIP Financing Orders
ANCHOR GLASS: Wants Court to Compel OCI Chemical to Honor Contract
APCO LIQUIDATING: Creditors Must File Proofs of Claim by Nov. 11
APCO LIQUIDATING: Wants Delaware Claims as Noticing & Claims Agent

ATA AIRLINES: Court Grants John Hancock Admin. Expense Claim
BBI ENTERPRISES: Committee Balks at Bid Protocol & Bid Increment
BDR CORP: Judge Williams Confirms Second Amended Plan
BIG 5 SPORTING: Names Barry Emerson As Chief Financial Officer
BIRCH TELECOM: Gets Interim Okay to Obtain up to $2 Mil. DIP Loans

BIRCH TELECOM: Look for Bankruptcy Schedules On Oct. 11
BISYS GROUP: CEO Says Financial Results In Line with Expectations
BISYS GROUP: Bruce Dalziel to Succeed Jim Fox as CFO
BRAUER SUPPLY: Case Summary & 20 Largest Unsecured Creditors
BRILIANT DIGITAL: Balance Sheet Upside Down by $3 Mil. at June 30

BRILIANT DIGITAL: Braces for Unfavorable Suit Ruling in 3rd Qtr.
BRILIANT DIGITAL: May File for Bankruptcy as Notes Mature in Sept.
CATHOLIC CHURCH: D.F.T. Wants Stay Lifted to Sue Portland Diocese
CATHOLIC CHURCH: Spokane Wants Future Claims Rep.'s Appeal Denied
CEDU EDUCATION: Keen Realty Brings In $17 Mil. in Bankruptcy Sale

CELERO TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
CHENIERE ENERGY: S&P Lowers Corporate Credit Rating to B from B+
CHENIERE LNG: S&P Rates Proposed $600 Million Bank Facility at BB
COLLINS & AIKMAN: InSite Westland Wants to Collect Lease Payments
COLUSA MUSHROOM: Case Summary & 20 Largest Unsecured Creditors

CSAM HIGH: Fitch Puts $9MM Junk-Rated Notes on Rating Watch Neg.
DATATEC SYSTEMS: Files Plan & Disclosure Statement in Delaware
DOBSON COMMS: Declares In-Kind Dividends on Series F Stocks
DOCTORS HOSPITAL: Wants Lease Decision Period Stretched to Nov. 4
DOCTORS HOSPITAL: Wants Exclusive Period Stretched to Nov. 4.

DORAL FINANCIAL: Mgt. Changes Cue Fitch to Hold Low-B Ratings
EMERSON RADIO: Chairman Geoffrey Jurick to Sell Shares to Grande
EMMIS COMMS: Selling Three TV Stations to Journal for $235 Million
EMMIS COMMS: Selling Five TV Stations to LIN TV for $260 Million
EMMIS COMMS: Selling West Virginia TV Station to Gray for $186MM

E.SPIRE COMMS: Court Sets Admin. Claims Bar Date for September 16
FALCON PRODUCTS: Wants to Sell Belding Property for $350,000
FEDERAL-MOGUL: Has Until Dec. 1 to Make Lease-Related Decisions
FEMONE INC: Posts $762,794 Net Loss in Second Quarter 2005
GRAY TELEVISION: S&P Affirms B+ Long-Term Corporate Credit Rating

GREEN THUMB: Case Summary & 16 Largest Unsecured Creditors
HAYES LEMMERZ: Citadel Limited Discloses 5.6% Equity Stake
HEARTLAND PARTNERS: Earns $613,000 of Net Income in Second Quarter
HOLLINGER: Asking Court to Approve Appointment of Rattee to Board
HUSMANN-PEREZ: Judge Paskay Declines to Revive Chapter 11 Case

HUSMANN-PEREZ: MJ Squared Wants Chapter 22 Petitions Dismissed
ICG COMMS: Wants Until Dec. 1 to Object to Proofs of Claim
INTERPLAY ENTERTAINMENT: Debts Exceed Assets by $16.95M at June 30
INTERPLAY ENT: May File for Bankruptcy Due to Liquidity Woes
KAISER ALUMINUM: Insurers Prepare to Battle with Asbestos Trust

KEY ENERGY: Names J. Marshall Dodson as Chief Accounting Officer
KMART CORP: SEC Charges Chuck Conway & John McDonald with Fraud
KMART CORP: Files Status Report on Remaining Avoidance Actions
KMART CORP: Settles Dispute Over Winder Corners' Claim for $590K
KNOWLES ELECTRONICS: S&P Puts B- Corporate Credit Rating on Watch

MAIN ELECTRIC: Case Summary & 9 Largest Unsecured Creditors
MAYTAG CORP: Signs $2.7 Billion Merger Agreement with Whirlpool
MBIA INC: SEC Issues Wells Notice in Reinsurance Investigation
MIRANT CORP: Disclosure Statement Hearing Continued to Sept. 21
MIRANT CORP: May Incorporate Reorganized Debtors Under Cayman Law

MIRANT: May Shut Down Units Absent Short-Term Air Quality Plans
NEWAVE INC: Stockholders' Deficit Climbs to $1.1 Mil. at June 30
NEXSTAR BROADCASTING: S&P Lowers Corporate Credit Rating to B
NORTHSHORE ASSET: Creditors Must File Proofs of Claim by Sept. 9
NORTHWEST AIRLINES: Names N. Pieper & J. Friedel to Exec. Posts

NORTHWEST AIRLINES: S&P Places Junk Ratings on Negative Watch
NVF COMPANY: Files Schedules of Assets and Liabilities
NVF COMPANY: Parsons Paper Files Schedules of Assets and Debts
NVF CO: U.S. Trustee Picks 5-Member Creditors Committee
OSE INC: Stockholders' Deficit Narrows to $47.42 Million at July 3

PANAVISION INC: S&P Downgrades Sub. Debt Rating to CC from CCC-
PREMCOR: Election Deadline for Pending Valero Merger Is on Monday
PREMCOR REFINING: 99% of Noteholders Tender 7-3/4% Sr. Sub. Notes
PURADYN FILTER: SEC Approves AMEX Delisting
Q COMM: Look for Second Quarter Financials on August 26

RADIANT ENERGY: Gets CDN$2.33 Million in Private Equity Placement
RELIANCE GROUP: Creditors' Committee Files Liquidating Ch. 11 Plan
REUNION INDUSTRIES: Reports $26.32M Equity Deficit at June 30
ROBERT HOUGH: Voluntary Chapter 11 Case Summary
RODGERS GMC: Case Summary & 20 Largest Unsecured Creditors

RUSSELL-STANLEY: Combined Plan & Disclosure Hearing Set on Oct. 3
SENETEK PLC: June 30 Balance Sheet Upside-Down by $1.98 Million
SOUTHAVEN POWER: Wants Until Jan. 16, 2006 to File Chapter 11 Plan
STONERIDGE INC: Joseph Mallak Resigns as Chief Financial Officer
S-TRAN HOLDINGS: Paying $8.7 Million to LaSalle Business Credit

TOWER AUTOMOTIVE: Can Remove Civil Actions Until October 31
TOWER AUTOMOTIVE: Secures Waiver Letter from JPMorgan Chase
UNITED RENTALS: Soliciting Consents from Securities Holders
UNIVERSAL COMMS: Reports $2.12MM Stockholders' Deficit at June 30
VALERO ENERGY: Election Deadline for Premcor Merger Set for Monday

WINN-DIXIE: Can Reject Nine Unexpired Leases
WINN-DIXIE: Wants to Reform Insurance Policy with XL Insurance
WODO LLC: Files Disclosure Statement in Washington
YUKOS OIL: Concludes Talks With Lithuania Over Mazeikiu Stakes

* Brad Richter Joins Fried Frank as Trusts & Estates Partner

                          *********

ADAHI INC: Judge Zive Confirms First Amended Chapter 11 Plan
------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada confirmed the First Amended Plan of
Reorganization filed by Adahi Inc. on April 19, 2005.  

Judge Zive determined that the Plan met the 13 standards for
confirmation stated in Section 1129(a) of the Bankruptcy Code.

                     About the Plan

The Plan intends to pay creditors using:

   * net revenue from leasing Adahi's commercial real property;
     and

   * net proceeds from a cash-out refinancing of Adahi's Incline
     Village Real Property.

General Unsecured Creditors, holding claims totaling $2,815,000,
are promised full payment of their claims plus 6% interest on the
Effective Date.

Unimpaired classes include:

   * Administrative claims,

   * priority tax claims, and

   * claims held by the Sacramento City Employee Retirement
     System, and

and will be paid in full on the Effective Date.

Gregory and Sara Skinner, Brandon Skinner and Henry Skinner, will
retain their equity interests in Adahi.

First Bank & Trust's $3,480,000, claim will be paid in full with
interest at a non-default rate to be determined by the Court.  

Mechanic lienholders, owed $165,403, will be paid in full on the
Effective Date or the closing of the cash-out refinance of the
Debtor's Incline Village Real Property.

Headquartered in Incline Village, Nevada, Adahi Inc. filed for
chapter 11 protection on September 13, 2004 (Bankr. D. Nev.
Case No. 04-52718).  Stephen R. Harris, Esq., Chris D. Nichols,
Esq., and Gloria M. Petroni, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
more than $50 million in debts and assets.


ADELPHIA COMMS: Says Sale Process Must Guide Lease Decisions
------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
further extend their time to assume and reject all unexpired
nonresidential real property leases through and including the date
upon which the Court enters an order confirming their Plan of
Reorganization.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, tells Judge Gerber that in the coming months, the ACOM
Debtors will continue to work with Time Warner, Inc., and Comcast
Corp. to analyze the Buyers' needs for the various premises
governed by the Unexpired Leases.  The completion of the
analysis, however, requires additional time to enable Time Warner
and Comcast to review the Unexpired Leases and determine which of
those will be needed after the sale is completed.

Under the asset purchase agreements the ACOM Debtors entered into
with Time Warner and Comcast, the deadline for the Buyers to
decide on the leases is 50 days before the Confirmation Hearing.  
The Debtors believe the extension is appropriate to enable the
Buyers to decide on the leases and, thus, enable the Debtors to
assume or reject the leases accordingly.

Ms. Chapman assures the Court that lessors under the Unexpired
Leases will not be prejudiced by the extension.  The Debtors are
substantially current on their postpetition rent obligations
under the Unexpired Leases and they intend to continue performing
timely all of their obligations under the Leases as required by
Section 365(d)(3) of the Bankruptcy Code.  The lessors may also
ask the Court to fix an earlier date by which the Debtors must
decide on an Unexpired Lease.
                   
Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Hires Hays Fin'l as Administrative Consultants
---------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Georgia, on an interim basis, to employ Hays
Financial Consulting, LLC, as their administrative compliance
consultants.

The Debtors determined, in the exercise of their business
judgment, that the size of their operations and the complexity of
their financial difficulties required them to employ experienced
administrative consultants to render advisory services in
connection with bankruptcy administration and potential
restructuring strategies.

The Debtors believe that due to the limited size of their
financial management staff, employing advisors will allow
management to focus its attention on successfully reorganizing
their business and financial affairs.

The Debtors have selected Hays after reviewing the qualifications
and experience of the firm's personnel.  According to the
Debtors, Hays has considerable expertise in assisting
restructuring companies both inside and outside of Chapter 11
cases.

The Debtors expect Hays to advise and assist them:

    (a) with regard to the preparation and filing of any and all
        monthly operating reports;

    (b) in connection with the investigation, analysis, and
        compilation of data relating to financial and accounting
        matters or issues in connection with any proceeding in
        their Chapter 11 cases, and to prepare reports, summaries,
        documents and exhibits as may be required;

    (c) in connection with compliance with SOP 90-7 or other
        financial reporting requirements;

    (d) in connection with internal controls to segregate and
        avoid paying prepetition liabilities;

    (e) in connection with cash collateral motions and compliance;
        and

    (f) by interacting with other parties-in-interest.

S. Gregory Hays, Managing Director of Hays Financial Consulting,
LLC, tells the Court that Hays is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code, in that,
except as otherwise disclosed, the firm, its members and
associates:

    (a) are not creditors, equity holders, or insiders of the
        Debtors;

    (b) are not and were not investment bankers for any
        outstanding security of the Debtors;

    (c) have not been, within three years before the Petition
        Date, (i) investment bankers for a security of the
        Debtors, or (ii) an attorney for an investment banker
        in connection with the offer, sale, or issuance of a
        security of the Debtors;

    (d) are not and were not, within two years before the Petition
        Date, a director, officer, or employee of the Debtors or
        an investment banker; and

    (e) have not represented any party in connection with matters
        relating to the Debtors.

Mr. Hays discloses that the Debtors paid Hays a $40,000 retainer,
a portion of which has been applied to prepetition invoices.  The
balance is to be maintained during the Debtors' Chapter 11 cases
and applied in accordance with future Court orders.

The current standard hourly rates of certain senior professionals
resident in Hays' office range from $50 to $250.

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


ALLIED HOLDINGS: Wants to Reject Timberland Office Park Lease
-------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to reject a non-residential real property lease dated
February 14, 1991, for 12,427 square feet of general office space
located at 1450 West Long Lake Road, Troy, Michigan, by and
between Timberland Four Limited Partnership, as lessor, and
Complete Auto Transit, Inc., as lessee.  Complete Auto later
assigned its rights under the lease to Allied Automotive Group,
Inc.

The Debtors want the rejection to be effective as of the Petition
Date.

The Debtors have determined that the Timberland Lease is not
necessary for their ongoing business operations and will not
contribute to the orderly and efficient reorganization of their
business and financial affairs.

"The Timberland Lease constitutes a burden upon the Debtors'
estates and will needlessly increase administrative costs if not
rejected immediately," Ezra H. Cohen, Esq., at Troutman Sanders
LLP, in Atlanta, Georgia tells the Court.

Mr. Cohen relates that a debtor-in-possession's right to reject
executory contracts and unexpired leases is a fundamental
component of the bankruptcy process as it provides a debtor with
a mechanism to eliminate financial burdens to the estate.

The decision to reject an executory contract or unexpired lease
is primarily administrative and should be given great deference
by a court subject only to review under the "business judgment"
rule, Mr. Cohen notes.

The Debtors assert that the Timberland Lease provides no economic
benefit to their estates to offset their recurring costs.

The Debtors further assert that their estates will be benefited
by eliminating immediately any unnecessary administrative rent
accrual and other obligations associated with the Lease.

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


ALLMERICA FINANCIAL: S&P Places B Preferred Stock Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' counterparty
credit, 'BB' senior unsecured debt, and 'B' preferred stock
ratings on Allmerica Financial Corp. (NYSE:AFC) and its 'BB'
counterparty credit and financial strength ratings on First
Allmerica Financial Life Insurance Co. (FAFLIC) on CreditWatch
with positive implications.
     
Standard & Poor's also said that it placed its 'BB' counterparty
credit and financial strength ratings on Allmerica Financial Life
Insurance & Annuity Co. (AFLIAC) on CreditWatch negative.
     
In addition, Standard & Poor's affirmed its 'BBB+' counterparty
credit and financial strength ratings on Hanover Insurance Co.
(Hanover), Citizens Insurance Co. of America (MI) (Citizens), and
their rated property/casualty affiliates.  The outlook on Hanover,
Citizens, and their affiliates remains stable.
     
The CreditWatch placements follow AFC's announcement that it has
agreed to sell AFLIAC to the Goldman Sachs Group Inc.  The
transaction is expected to close on or about Nov. 30, 2005.
     
"We view the transaction as beneficial to AFC and anticipate
raising the ratings by one notch following the close of the
transaction," noted Standard & Poor's credit analyst John Iten.

The sale of AFLIAC will complete AFC's exit from the variable
annuity and variable universal life businesses.  The guaranteed
minimum death benefit feature of these products produced very
substantial losses in 2002 following a substantial decline in the
equity markets and triggered AFC's decision to place its entire
life and annuity business in runoff.  The company has instituted a
dynamic hedging program to mitigate the GMDB risk associated with
this business.  However, the sale of this business benefits AFC by
removing this exposure completely from its books and allowing
management to concentrate on its core property/casualty  
operations.
      
Standard & Poor's also views the transaction as positive for
FAFLIC and anticipates raising the ratings by two notches
following the close of the transaction.  The liabilities that AFC
is retaining in FAFLIC consist predominantly of a well-seasoned
book of low volatility whole life and group annuity business.
FAFLIC's capital adequacy is expected to remain strong for
the rating.
     
Standard & Poor's decision to place the ratings on AFLIAC on
CreditWatch negative means the ratings could be affirmed or
lowered.  AFLIAC will no longer own FAFLIC, which houses the more
stable portions of Allmerica's runoff life business.  In addition,
AFLIAC will no longer be part of an established insurance group
that has a demonstrated record of supporting its capital needs.

Also of some concern are the execution risks inherent in such a
transaction, including obtaining all necessary regulatory
approvals.  These are mitigated to some degree by Goldman Sachs's
ownership of AFLIAC, as Goldman Sachs has substantially greater
ability to provide financial support in case of need.  Finally,
AFLIAC could benefit from the hedging expertise of Goldman
Sachs, but insurance is not a core activity for its new owner,
raising the issue of how committed Goldman Sachs is to this
business.
     
"In determining the ratings outcome, we will consider the degree
and type of support provided by ALIAC's new owner and the
prospects for the run-off business," said Standard & Poor's credit
analyst Ovadiah N. Jacob.  "If the rating is lowered, we do not
anticipate that it would fall by more than one notch."


ANCHOR GLASS: Glenshaw Glass Wants to Recover Molds
---------------------------------------------------
Ronald B. Roteman, Esq., at Campbell & Levine, LLC, in Pittsburgh,
Pennsylvania, informs Judge Paskay that on June 13, 2005, GGC LLC,
formerly known as Glenshaw Glass Company, filed a complaint
against Anchor Glass Container Corporation before the U.S.
Bankruptcy Court for the Western District of Pennsylvania for the
turnover of property.  The Complaint sought to compel Anchor Glass
to return some molds to GGC.

GGC is a debtor in a Chapter 11 case pending before the Western
District of Pennsylvania Bankruptcy Court.  Judge M. Bruce
McCullough presides over the case.

Despite the one-week allowance for response, Anchor Glass failed
to answer the Complaint.  Anchor Glass also failed to respond to
the requests for admissions.

On July 11, 2005, GGC sought a court order compelling Anchor to
immediate cease any further use of the GGC molds.

Because of Anchor Glass' failure to answer the complaint, GGC
filed a Motion for Default Judgment.

On August 4, 2005, Judge McCullough entered an Order granting GGC
default judgment, directing Anchor to immediately cease any and
all current use of the molds and deliver those molds to GGC.  
Judge McCullough also entered a separate order granting GGC
injunctive relief.

By this motion, GGC asks Judge Paskay to lift the automatic stay
to cause the enforcement of Judge McCullough's order.

Mr. Roteman argues that, pursuant to Sections 362(d)(1) and (2)
of the Bankruptcy Code, the Florida Court must modify the
automatic stay for:

   1. the molds do not belong to Anchor Glass and are therefore
      not property of Anchor Glass' estate; and

   2. Anchor Glass has no equity in the molds, inasmuch as the
      molds do not belong to Anchor Glass, and, accordingly, the
      molds are not necessary to any effective reorganization.

As Anchor Glass has admitted by its failure to respond to the
requests for admissions, Anchor Glass believes that it is
entitled to retain the GGC Molds solely on the basis that GGC
owes it money on a debt.  Mr. Roteman says this is clearly
inappropriate use of the defense of set-off.

Akin to the concept of comity, Mr. Roteman advises the Court to
take judicial notice of the entry and finality of Judge
McCullough's orders, and should give full effect and dignity to
those orders, and direct Anchor to immediately cease any further
use of the Molds and to immediately return the Molds to GGC or
allow GGC the opportunity to immediately repossess the Molds.

GGC also seeks the Court's authority to pursue an order of
contempt from Judge McCullough and against any and all
appropriate parties, in the event Anchor continues to fail to
cooperate.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of
flint (clear), amber, green and other colored glass containers for
the beer, beverage, food, liquor and flavored alcoholic beverage   
markets.  The Company filed for chapter 11 protection on Aug. 8,   
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,   
Esq., at Carlton Fields PA, represents the Debtor in its   
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Judge Paskay Amends DIP Financing Orders
------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida issued amended orders authorizing
Anchor Glass Container Corporation to obtain additional
postpetition financing on an interim basis for a period through
and including August 30, 2005, from Wells Fargo Bank, National
Association, in its capacity as agent for certain noteholders of
senior secured notes issued by Anchor.

                 Revolving Loan DIP Facility Fee

In consideration for granting the Noteholders Adequate Protection,
Anchor Glass, Wells Fargo, the Note Purchasers and Wachovia
Capital Finance Corporation, as agent for the DIP Lenders, have
agreed to modify the DIP Facility Fee provisions in the Wachovia
Facility:

     * In the event the obligations due Wachovia and the DIP
       Lenders is indefeasibly paid in full on or before
       September 15, 2005, the DIP Facility Fee will be reduced
       to $575,000 in the aggregate;

     * In the event the obligations due Wachovia and the DIP
       Lenders is indefeasibly paid in full during the period
       September 16 through 30, 2005, the DIP Facility Fee will
       be reduced to $862,500 in the aggregate; and

     * In the event the obligations due Wachovia and the DIP
       Lenders is not indefeasibly paid in full on or before
       September 30, 2005, the full DIP Facility Fee in the
       amount of $1,150,000 will be due and payable to Wachovia
       and the DIP Lenders.

                  Priority of Replacement Liens

To the extent the Noteholders have been granted replacement liens
in the Collateral as defined in the Wachovia DIP Order pursuant
to the terms of the Amended Interim Order, the Term Sheet or the
other Financing Agreements, the replacement liens will be:

   (a) junior, subordinate and subject to the postpetition liens
       and security interests granted in favor of Wachovia and
       the DIP Lenders in accordance with the terms of the
       Wachovia DIP Order and the prepetition liens and security
       interests granted in favor of Madeleine LLC, as Junior
       Lender Agent, and the Junior Lenders under the Loan and
       Security Agreement, dated February 14, 2005; and

   (b) have no enforcement right or remedy of any kind, nature or
       description, including, without limitation, the right to
       object to the sale, disposition or other treatment of any
       of the Collateral until all Obligations due Wachovia and
       the DIP Lenders will have been indefeasibly paid in full
       and released in accordance with the terms of the Wachovia
       DIP Order, and all obligations due Junior Lender Agent and
       Junior Lenders will have been indefeasibly paid in full.

                         Retention of CRO

The Debtor is required to retain a chief restructuring officer in
accordance with the terms of the Term Sheet on or before
September 15, 2005.  The Debtor, Wells Fargo and the Note
Purchasers agree that:

   -- the retention of a CRO will be reasonably acceptable to
      Wachovia; and

   -- the CRO will be obligated to provide information and access
      to Wachovia and the DIP Lenders.

Judge Paskay will convene a hearing on August 30, 2005, at 1:30
p.m. to consider final approval of the Debtor's request for
additional financing.  Objections are due August 29.

Wells Fargo is represented in the Debtor's case by Mark
Somerstein, Esq., at Kelley Drye & Warren LLP, in New York.

The Note Purchasers are represented by Ira S. Dizengoff, Esq.,
and David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York.

A full-text copy of Judge Paskay's First Amended Interim Order
dated August 17, 2005, is available at no charge at:

          http://bankrupt.com/misc/1st-Priming_Order.pdf

A full-text copy of Judge Paskay's Second Amended Interim Order
dated August 19, 2005, is available at no charge at:

          http://bankrupt.com/misc/2nd-Priming_Order.pdf

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of
flint (clear), amber, green and other colored glass containers for
the beer, beverage, food, liquor and flavored alcoholic beverage   
markets.  The Company filed for chapter 11 protection on Aug. 8,   
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,   
Esq., at Carlton Fields PA, represents the Debtor in its   
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Wants Court to Compel OCI Chemical to Honor Contract
------------------------------------------------------------------
Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
informs the Court that Anchor Glass Container Corporation and OCI
Chemical Corporation entered into an OCI Sales Agreement #145
dated June 7, 2004.  In the Agreement, OCI agreed to supply not
less than 240,000 tons of bulk density soda ash each year to
Anchor Glass, for a three-year term.

OCI supplies approximately 65% of Anchor Glass' annual
requirements of soda ash, and is substantially the sole supply to
six of Anchor Glass' eight manufacturing plants.  The six plants
are located at Elmira, New York; Jacksonville, Florida;
Winchester, Indiana; Warner-Robins, Georgia; Salem, New Jersey;
and Lawrenceburg, Indiana.

Mr. Soriano further informs the Court that under the terms of the
Agreement, OCI ships soda ash by railcar from its facilities in
Green River, Wyoming, to Anchor's plants, numerous times each
week.  Each shipment by railcar takes approximately 10 to 12
days.  Payment at the rate of $79.20 per ton is due 30 days after
each shipment is placed with the carrier.

On August 9, 2005, in an attempt to collect a prepetition claim
in violation of Section 362 of the Bankruptcy Code, OCI sent
Anchor a letter notifying Anchor that Anchor failed to make
payments due under the Agreement.  OCI asserts a balance due in
excess of $1,800,000 as of the Petition Date.  The letter also
purported to notify Anchor that pursuant to paragraph 3 of the
Terms and Conditions to the Agreement, OCI declined further
performance under the Agreement.

In response to the letter, Anchor notified OCI that as debtor-in-
possession, Anchor had the right to assume or reject the
Agreement under Section 365(d)(2), at any time prior to
confirmation.  Anchor further explained that in the interim, OCI
was obligated to continue to perform under the Agreement
notwithstanding any prepetition defaults.

On August 9, 2005, OCI stopped all new shipments of soda ash from
leaving its facility in Wyoming, and stopped all railcars that
had been in transit to, but had not yet reached any of Anchor's
plants prior to the Petition Date.  Since that time, OCI has
released its hold on the in transit railcars, and Anchor expects
to receive delivery of approximately 45 additional railcars of
soda ash.

In addition, OCI has demanded that, as a condition to resuming
new shipments of soda ash, Anchor must agree to the substantially
higher amount OCI asserts as its unpaid prepetition claim due
from Anchor, rather than the amount indicated by Anchor's
records.  OCI also demanded that Anchor must agree to pay a price
of $105 per ton, rather than the $79.20 per ton established under
the terms of the Agreement, until Anchor has paid OCI's asserted
prepetition claim in full.

OCI's actions constitute a willful violation of the automatic
stay, Mr. Soriano tells Judge Paskay.

OCI's actions also constitute a breach of its obligations under
the Agreement, as affected by Section 365, which implicitly
obligates a non-debtor party to an executory contract to continue
performing its obligations, until Anchor exercises its right to
assume or reject the terms of the Agreement.

Accordingly, Anchor asks the Court for:

   (a) a Temporary Retraining Order against OCI, requiring OCI to
       (i) resume immediately the shipment of soda ash to Anchor,
       at the price per ton set by the terms of the Agreement,
       and (ii) make shipments by truck as well as railcar, to
       avoid any interruption in the steady supply of soda ash to
       Anchor's plants, until a regular supply is restored;

   (b) a Preliminary Injunction requiring OCI to continue
       shipping soda ash to Anchor under the terms of the
       Agreement until a final hearing on the merits;

   (c) a Permanent Injunction requiring OCI to continue shipping
       soda ash to Anchor under the terms of the Agreement until
       Anchor assumes or rejects the Agreement; and

   (d) any relief as may be appropriate, including judgment for
       all damages sustained by Anchor as a result of OCI's
       refusal to perform under the terms of the Agreement, and
       OCI's violation of the automatic stay, including the
       incremental expense of truck shipments.

Mr. Soriano contends that Anchor is highly likely to succeed in
establishing that OCI has wrongfully refused to perform its
obligations under the Agreement in violation of Sections 362 and
365.  Anchor has a clear legal right to a temporary restraining
order and preliminary injunction and has a substantial likelihood
of success on the merits.

Mr. Soriano reminds the Court that the Bankruptcy Code provides a
debtor with the right to assume or reject an executory contract,
like the OCI Agreement, and permits a debtor reasonable time
after the filing of a bankruptcy petition to decide whether to
assume or reject a contract.

OCI has interrupted the supply of a critical ingredient to
Anchor's products, for the transparent purpose of forcing Anchor
to commit to pay OCI's prepetition claim.  Mr. Soriano points out
that Anchor can find no other source to replace the soda ash on a
timely basis.  Yet, Anchor is entitled to a reasonable time
before deciding whether to assume or reject the Agreement with
OCI.  Hence, Anchor is entitled to immediate injunctive relief to
preserve the status quo, pending its decision on assumption or
rejection of the Agreement.

Mr. Soriano also explains that soda ash is an essential
ingredient to the manufacture of glass.  OCI is one of a handful
of producers of soda ash in the United States.  Beginning in
2004, OCI has supplied approximately 240,000 tons of soda ash to
six of Anchor's plants annually.  OCI is essentially the sole
supplier of soda ash to those six Anchor plants.

If one or more of Anchor's plants runs out of soda ash, Anchor
may have to shut the plant, causing enormous expense.  In
addition to the enormous cost of shutting down and reopening
plants once a supply of soda ash is restored, it will also take
substantial time to shut down and then resume production after
shut down.  This interruption may jeopardize Anchor's supply to
its principal customers.  Although Anchor has substantial
inventory on hand for shipment under many of its major contracts,
the available inventory may not be sufficient to avoid disruption
in the steady supply of products to Anchor's largest customers,
if Anchor's supply of soda ash is not restored on a timely basis.

OCI can be protected from further losses from the postpetition
sale of its products to Anchor, Mr. Soriano assures the Court.  
Suitable payment arrangements can be made, he says.  If Anchor is
forced to shut down any of its plants, Anchor will suffer
substantial losses, and its very reorganization put at risk in
the first days of the bankruptcy case.

Consequently, greater injury will be inflicted upon Anchor by the
denial of a temporary restraining order and preliminary
injunction than would be inflicted upon OCI, Mr. Soriano
continues.

A temporary restraining order and preliminary injunction would
also serve the public interest.  Anchor employs approximately
2,800 people, and supplies bottles and glass containers essential
to its customers' businesses.  Interrupting the operation of any
of Anchor's plants would not only cause substantial losses to
Anchor and its estate, it would also jeopardize the jobs of
Anchor's employees, and the smooth and efficient operation of its
customers' businesses.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of
flint (clear), amber, green and other colored glass containers for
the beer, beverage, food, liquor and flavored alcoholic beverage   
markets.  The Company filed for chapter 11 protection on Aug. 8,   
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,   
Esq., at Carlton Fields PA, represents the Debtor in its   
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


APCO LIQUIDATING: Creditors Must File Proofs of Claim by Nov. 11
----------------------------------------------------------------
Apco Liquidating Trust and APCO Missing Stockholder Trust ask
the U.S. Bankruptcy Court for the District of Delaware to set
5:00 p.m. on Nov. 11, 2005, as the deadline for all creditors
owed money on account of claims arising prior to Aug. 19, 2005,
to file proofs of claim.

All governmental units are required to submit proofs of claim on
or before 5:00 p.m. on Feb. 15, 2006.

Creditors must file written proofs of claim on or before the
November 11 Claims Bar Date and those forms must be sent either by
mail or courier to:

       Delaware Claims Agency, LLC
       P.O. Box 515
       Wilmington, DE 19899

Proofs of claim submitted by facsimile or e-mail will not be
accepted.

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).  Gregory P. Williams, Esq., 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 Delaware Claims as Noticing & Claims Agent
------------------------------------------------------------------
Apco Liquidating Trust and APCO Missing Stockholder Trust ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Delaware Claims Agency, LLC, as their claims and
noticing agent.

DCA specializes in providing bankruptcy administrative services
related to the orderly administration of pending bankruptcy
proceedings.

DCA is expected to:

   (a) establish an address to which all proofs of claim should be
       directed for filing:

       Delaware Claims Agency, LLC
       P.O. Box 515
       Wilmington, DE 19899

   (b) relieve the Clerk of the Bankruptcy Court of its
       responsibility for all noticing required under any
       applicable Federal Rule of Bankruptcy Procedure relating to
       the institution of a claims bar date and the processing of
       claims;

   (c) satisfy the Court, at any time upon request, that DCA has
       the capability to notice, docket and maintain proofs of
       claims efficiently and effectively;

   (d) furnish a notice of bar date approved by the Court for the
       filing of a proof of claim and a form for filing a proof of
       claim to each party notified of the filing;

   (e) furnish service to creditors of any required notices,
       including notice of the meeting of creditors and notice of
       the time fixed for filing proofs of claim;

   (f) file with the Clerk's Office a certificate of service, as
       soon as practicable after each service, which includes a
       copy of the notice served, a list of persons to whom it was
       mailed and the date those notice was mailed;

   (g) receive, docket, maintain, photocopy, and transmit all
       proofs of claim filed;

   (h) maintain the original proofs of claim in correct claim
       number order in an environmentally secure area, and protect
       the integrity of these original documents from theft and
       alteration;

   (i) be open to the public for examination of the original
       proofs of claim without charge during regular business
       hours;

   (j) make all original documents available to the Clerk's Office
       on an expedited, immediate basis;

   (k) maintain a proof of claim docket in sequential order, which
       specifies:

       (1) the claim number,

       (2) the date the proof of claim was received,

       (3) the name and address of the claimant and the agent, if
           any, that filed the proof of claim,

       (4) the amount of the claim, and

       (5) the classification of the claim;

   (l) transmit to the Clerk's Office a copy of the Claims
       Register on a monthly basis, unless requested in writing by
       the Clerk's Office on a more or less frequent basis;

   (m) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim, which will be available upon
       request of a party-in-interest or the Clerk's Office,
       provided that a party-in-interest other than the Clerk's
       Office may be required to pay a reasonable charge for those
       list;

   (n) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfer;

   (o) comply with applicable state, municipal and local laws and
       rules, orders, regulations and requirements of federal
       government departments and bureaus; and

   (p) promptly comply with further conditions and requirements as
       the Clerk's Office may prescribe.

Also, the Debtors want to retain DCA to assist the Debtors in
fulfilling their claims-related obligations, including:

   (a) assisting the Debtors with the process of objecting to
       proofs of claims, including providing notice of objections
       and tracking allowances and disallowances of claims based
       on Court orders,

   (b) providing all services necessary with respect to the
       preparation, mailing and tabulation of ballots with respect
       to the Debtors' plan of liquidation,

   (c) providing the requisite notices throughout the Debtors'
       chapter 11 cases, and

   (d) providing other administrative services that may be
       requested by the Debtors.

Joseph L. King, the Vice President of Delaware Claims Agency, LLC,
discloses that the Firm received a $5,000 retainer.  The current
hourly rates of professionals who will work in the engagement are:

      Designation                     Hourly Rate
      -----------                     -----------
      Senior Consultants                  $130
      Technical Consultants               $115
      Associate Consultants               $100
      Processors & Coordinators            $50

The Debtors believe that Delaware Claims Agency, LLC, 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).  Gregory P. Williams, Esq., 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: Court Grants John Hancock Admin. Expense Claim
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on    
April 28, 2005, the United States Bankruptcy Court for the
Southern District of Indiana approved ATA Airlines, Inc. and its
debtor-affiliates' request to reject a Boeing 727-290 Lease
entered into between ATA Airlines, Inc., and John Hancock Leasing
Corporation.

George E.B. Maguire, Esq., at Debevoise & Plimpton LLP, in New
York, tells Judge Lorch that as of April 11, 2005, the Debtors
have not yet consummated the rejection.  The Debtors failed to
comply with the "installation" regulations of the Federal
Aviation Administration.

Pursuant to Section 365(d)(10) of the Bankruptcy Code, Mr. Maguire
informs the Court that the Debtors incurred administrative expense
obligations under the Lease, commencing on December 24, 2004, or
60 days after the Petition Date.  These obligations include basic
rent, accruing at a $83,590 rate per month.

In light of the concerns presented, John Hancock asked the Court
to:

   (a) declare that the Rejection Effective Date has not
       occurred;

   (b) compel the Debtors to comply with all of their obligations
       under the Rejection Order, including the installation of
       the Engines in accordance with the Current Manuals;

   (c) direct the Debtors to satisfy timely their obligations
       under the Lease accruing as of December 24, 2004; and

   (d) compel the Debtors to continue their insurance,
       maintenance and storage obligations through the occurrence
       of the Rejection Effective Date and for the next 20 days
       thereafter.

*    *    *

The Court holds that the surrender of the Current Manuals and the
reinstallation of the Leased Engines were neither conditions
precedent to the rejection of the Lease becoming effective.  
Judge Lorch explains that the Rejection Effective Date occurred on
the date the Debtors surrendered and returned the Rejected
Aircraft Equipment.  The actual date of surrender and return of
the Rejected Aircraft Equipment, however, will be determined after
the parties have been afforded an opportunity to conduct discovery
and present evidence.

The Court grants John Hancock Leasing Corporation an
administrative expense claim against the Debtors under Section
365(d)(10) of the Bankruptcy Code for the Debtors' unperformed
Lease obligations first arising from or after December 24, 2004,
through the Rejection Effective Date.  The amount of any
administrative expense claim, however, will be determined after
the parties have been afforded an opportunity to conduct discovery
and present evidence.

The Rejection Order imposes postpetition obligations on the
Debtors to:

   (a) at their own expense, reinstall the Leased Engines, before
       the Rejection Effective Date, in the Leased Aircraft in
       which they were originally installed; and
   
   (b) surrender and return the Rejected Aircraft Equipment.

To the extent the Debtors failed to comply with the postpetition
obligations imposed by the Rejection Order, John Hancock will be
entitled to an administrative expense claim.

Judge Lorch clarifies that the Order does not determine by
implication any issues beyond its express terms.  Certain issues,
including, but not limited to, the extent of the postpetition
obligations imposed on the Debtors by the Rejection Order and
whether the Debtors have complied with their post-petition
obligations, will be determined after the parties have been
afforded an opportunity to conduct discovery and present evidence.

The Order also does not determine the amount of, or allow, any
administrative expense claim of John Hancock arising from the
postpetition obligations imposed on the Debtors by the Rejection
Order.  The amount and allowance of John Hancock's administrative
expense claims, if any, arising from any noncompliance by the
Debtors with their postpetition obligations will be determined
after the parties have been afforded an opportunity to conduct
discovery and present evidence.

The Order is without prejudice to:

   (a) John Hancock's right to assert additional claims against
       the Debtors relating to the rejection of the Lease;

   (b) John Hancock's right to pursue claims asserted in the
       Motion that are not determined by the Order, including
       without limitation administrative expense claims for:

          (i) alleged postpetition property damage inflicted
              by the Debtors upon the Leased Engines or the
              Leased Aircraft; and
  
         (ii) the Debtors' "fair use," if any, of the Leased
              Aircraft and Leased Engines under Section
              503(b)(1)(A) during the first 59 days following the
              Petition Date; and

   (c) the Debtors' right to contest any additional claims or
       assertions.

The Order is without prejudice to the Debtors' right to seek to
avoid the Lease or any renewal, modification or extension thereof
under applicable provisions of the Bankruptcy Code, or to John
Hancock's right to contest any attempts at avoidance.

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)


BBI ENTERPRISES: Committee Balks at Bid Protocol & Bid Increment
----------------------------------------------------------------
Private equity firm Wynnchurch Capital Partners L.P. proposes to
buy substantially all of BBi Enterprises L.P.'s assets for $20
million.  Accordingly, BBi asks the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, to approve the
proposed sale to Wynnchurch subject to better and higher offers.  
BBi also asks the Court to approve uniform bidding procedures and
a $600,000 break-up fee for Wynnchurch.

The Debtor's Official Committee of Unsecured Creditors tells the
Court that the Bank of Montreal -- BBi's primary secured creditor
-- refused to provide the company with additional financing to
effectuate a sale of its assets.  Without additional funding from
the Bank, BBi will have to conduct an auction in an artificially
constrained time-frame, killing the opportunity for competitive
bidding.  In addition, the Committee believes that the $1 million
bid increment appears to be unnecessarily large and may chill
other bidders.

Furthermore, the Committee thinks that the Aug. 31 deadline for
interested buyers to submit competing bids is too soon.  An
interested buyer will require a significant amount of due
diligence, including plant visits, customer negotiations, union
talks and financial analysis -- all of which the Committee
stresses can't be done in so short a time.

BBi proposes to hold a Court-approved auction on Sept. 2 and a
sale hearing on Sept. 12.

Headquartered in Bloomfield Hills, Michigan, BBi Enterprises,
L.P., designs, manufactures and supplies thermal and acoustic
components to the North American OEM Automotive industry.  The
Company filed for chapter 11 protection on March 4, 2005 (Bankr.
E.D. Mich. Case No. 05-46580).  Joseph M. Fischer, Esq., Robert A.
Weisberg, Esq., and Lawrence A. Lichtman, Esq., at Carson Fischer,
P.L.C., represent the Debtor.  When BBi filed for protection from
its creditors, it listed $10 million to $50 million in assets and
debts.


BDR CORP: Judge Williams Confirms Second Amended Plan
-----------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Code for
the Eastern District of Washington confirmed the Second Amended
Plan of Reorganization proposed by BDR Corporation in May.  Judge
Williams determined that the Plan satisfies the 13 provisions for
confirmation stated in Section 1129(a) of the Bankruptcy Code.  

                      About the Plan

The Plan contemplates the sale of substantially all of BDR's real
estate and certain Dellen Wood Products equipment to Pristina
Pine.

Pursuant to the Plan, Administrative and Priority Tax Claims will
be paid in full on the confirmation date.

Bank of America asserts a $2.6 million claim against BDR.  The
Bank holds a mortgage on BDR's Building I-6 located on East
Flora Road, which serves as the Debtor's headquarters.  The Debtor
will fully pay the Bank's claim on the confirmation date.

General Electric Capital Corporation is owed about $1,609,796 on
account of equipment lease obligations.  The Debtor will pay GE
$1.4 million upon the closing of the "Woodeye" equipment sale to
Pristina Pine.  The rest of GE's claim will not be paid.

The estates of:
                                     Claim
                                     -----
     Ellen Lentes                 $1,623,481
     William E. Lentes               521,863
     Richard B. Lentes               314,800
     Randal S. Lentes                312,400

will be given replacement real estate after claims held by of the
Bank of America, GECC and general unsecured creditors are paid in
full.

General unsecured creditors Inland Empire Fire Protection and
Ellsworth Wright will be paid in full.

Equity interest holders and insider claims will be paid in
full after these four claims are satisfied:

        Claim Holder                  Claim Amount
        ------------                  ------------
      Dellen Wood Products              $59,449
      William E. Lentes                  62,010
      Randal S. Lentes                   39,926
      Richard B. Lentes                  39,961

Headquartered in Veradale, Washington, BDR Corporation, filed for
chapter 11 protection on May 5, 2004 (Bankr. E.D. Wash. Case No.
04-03639).  John F. Bury, Esq., at Murphy, Bantz & Bury, P.S.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$6,919,609 in assets and $6,925,123 in debts.


BIG 5 SPORTING: Names Barry Emerson As Chief Financial Officer
--------------------------------------------------------------
Big 5 Sporting Goods Corporation (Nasdaq: BGFVE) hired Barry D.
Emerson to be the Company's new Senior Vice President, Chief
Financial Officer and Treasurer.  He is expected to begin
employment with the Company in early September.

Mr. Emerson has over 20 years of accounting and financial
management experience, including Chief Financial Officer positions
with U.S. Auto Parts Network, a leading Internet direct marketer
of automotive replacement parts and accessories, and Elite
Information Group, a premier software developer which traded on
the Nasdaq National Market before being acquired.  Mr. Emerson was
also employed by Wyle Electronics for 15 years, where he served as
Vice President and Corporate Controller.  Wyle Electronics, an
electronics distribution company with $1.7 billion in revenue,
traded on the New York Stock Exchange before being acquired.  Mr.
Emerson began his career as an auditor with Arthur Andersen LLP.

Mr. Emerson is a Certified Public Accountant and has an MBA degree
in finance from UCLA and an undergraduate degree in accounting
from California State University, Long Beach.

"We are pleased to announce the hiring of Barry Emerson.  When we
began our search for a new Chief Financial Officer, we wanted
someone who would strengthen our finance and accounting department
by bringing an extensive background in GAAP and SEC financial
reporting," stated Steven G. Miller, the Company's Chairman,
President and Chief Executive Officer.  "Mr. Emerson possesses
these skills as well as the ability to ensure that our company
will have the proper internal controls in place to support our
long-term growth and expansion plans."

"I am very excited to be joining one of the nation's leading
sporting goods retailers," Mr. Emerson added.  "I look forward to
working with Big 5's executive team and accounting department."

As previously announced, Charles P. Kirk, the Company's former
Chief Financial Officer and Treasurer, will remain a Senior Vice
President and a member of the Company's senior management team.

                        Audit Review

Work on the review and associated audit of the Company's Annual
Report on Form 10-K for fiscal 2004 has been substantially
completed.  The Company expects that the review and audit will be
completed and the Form 10-K will be filed shortly.  The Company
also expects that the review of its Quarterly Reports on Form 10-Q
for the first quarter and second quarter of fiscal 2005 will be
completed, and that those reports will be filed, soon after the
Form 10-K is filed.  Mr. Emerson will become the Company's Senior
Vice President, Chief Financial Officer and Treasurer upon the
Company's filing of its Annual Report on Form 10-K for fiscal 2004
and Quarterly Reports on Form 10-Q for the first quarter and
second quarter of fiscal 2005.  Pending those filings, Mr. Emerson
will serve as a Senior Vice President with the Company.

                     Financial Restatements  

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

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


BIRCH TELECOM: Gets Interim Okay to Obtain up to $2 Mil. DIP Loans
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave Birch
Telecom, Inc., and its debtor-affiliates permission, on an interim
basis to:

   a) obtain post-petition financing from Bank of America, N.A.,
      acting as Administrative Agent for itself and as DIP Agent
      for the DIP Lenders pursuant to the DIP Credit Agreement
      entered into between the Debtors, Bank of America and the
      DIP Lenders;

   b) authorize the Debtors to execute and enter into the post-
      petition DIP Documents and perform other acts required in
      connection with the DIP Documents; and

   c) grant super-priority claims to the DIP Agent and the DIP
      Lenders on all of the Debtors pre-petition and post-petition
      property, subject to the Carve-Out.

                 DIP Financing & Use of DIP Loans

The Court authorizes the Debtors to enter into the DIP Documents
and obtain DIP Financing of up to $2 million, plus fees, interests
and other expenses, from Bank of America and the DIP Lenders
pursuant to the DIP Documents.

The Debtors will use the proceeds of the DIP Loans for the orderly
continuation of their businesses, to maintain business
relationships with their vendors, suppliers and customers, meet
payroll expenses and satisfy other working capital and operational
needs.

The Debtors' interim use of the DIP Financing will be in
compliance with the terms of the Court's Interim Order, the DIP
Documents and the DIP Credit Agreement entered into between the
Debtors, Bank of America and the DIP Lenders.

A 12-page summary of the terms of the DIP Credit Agreement is
available for free at:

   http://bankrupt.com/misc/BirchTelecomSummaryOfTermsDIPAgreement.pdf
  
                  Adequate Protection & Carve-Out

To adequately protect their interests, Bank of America and the DIP
Lenders are granted a valid, binding, continuing, enforceable,
fully-perfected first priority senior security interests and liens
on all of the Debtors' pre-petition and post-petition properties.

The liens, security interests and superpriority claims granted to
Bank of America and the DIP Lenders pursuant to the DIP Documents,
the Credit Agreement and the Court's Interim Financing Order are
subject to a Carve-Out for:

   1) the payment of all allowed professional fees and
      disbursements incurred by professionals retained by the
      Debtors and any statutory creditors' committee appointed in
      their chapter 11 cases in an amount not to exceed
      $1 million; and

   2) all required fees to be paid to the Clerk of the Bankruptcy
      Court and the Office of the U.S. Trustee pursuant to 28
      U.S.C. Section 1930(a).

The Court will convene a final financing hearing at 3:00 p.m., on
Sept. 14, 2005, to consider the Debtors' request to approve the
DIP Financing arrangement on a final basis.

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


BIRCH TELECOM: Look for Bankruptcy Schedules On Oct. 11
-------------------------------------------------------          
Birch Telecom, Inc., and its debtor-affiliates and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for more time to file their:

   -- Schedules of Assets and Liabilities,
   -- Statements of Financial Affairs,
   -- Schedules of Current Income and Expenditures,
   -- Statements of Executory Contracts and Unexpired Leases, and
   -- Lists of Equity Security Holders.  

The Debtors want until Oct. 11 to file those documents.

The Debtors give the Court two reasons that militate in favor of
the extension:

   a) their businesses are large and complex, encompassing
      operations throughout the United States and their chapter 11
      cases involves more than 20,000 creditors and other parties-
      in-interest that will likely be included in their Schedules
      and Statements; and

   b) they and their professionals must gather and review an
      extensive number of documents to accurately prepare,
      complete and file the Schedules and Statements.

The Court will convene a hearing at 4:00 p.m., on Sept. 14, 2005,
to consider the Debtors' request.

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


BISYS GROUP: CEO Says Financial Results In Line with Expectations
-----------------------------------------------------------------
The BISYS Group, Inc., provided a business update for its fiscal
fourth quarter.

"In light of the pending restatement of our financial results
which we announced on July 25th, we are not providing detailed
financial results at this time," Russell Fradin, BISYS President
and CEO, said.  "We can report, however, that excluding the
potential impact of the pending restatement, BISYS' financial
results were generally in line with our expectations and
consistent with our stated objectives for the final quarter of the
fiscal year."

"Our Investment Services and Insurance Services groups each
continued to generate internal revenue growth and to expand their
operating margin compared to the quarter a year ago.  Our
Information Services group performed well and consistent with our
expectations.  Information Services internal revenue was mildly
negative compared to the quarter a year ago, as we completed the
anniversary of a client loss which occurred in fiscal year 2004.
We also continue to generate solid cash flow in each of our
businesses.

"While we remain generally pleased with the operating results of
our three business groups, our corporate expenses have continued
to run at an elevated level, due principally to expenses
associated with the ongoing SEC investigation in our fund services
business and the additional SEC and internal investigations
related to our accounting.  While we anticipate an elevated level
of expenditure to continue in the near term, we do expect these
expenses to decrease from the level we experienced in our fiscal
fourth quarter."

As reported in the Troubled Company Reporter on Aug. 3, 2005, the
Company negotiated an amendment to its credit agreement with its
lenders on July 28, 2005.  Under the terms of the amended
agreement:

   -- the cure period for the default under its credit facility is
      extended through Sept. 13, 2005;

   -- the date required for BISYS to refinance $300 million of
      outstanding 4% convertible subordinated notes due March 2006
      is extended from Sept. 9, 2005, to Dec. 14, 2005; and

   -- the minimum consolidated net worth that BISYS is required to
      maintain under the financial covenants contained in the
      Credit Facility is lowered to $685 million.

The default under its credit facility occurred due to the
Company's failure to timely file its Form 10-Q for the fiscal
quarter ended March 31, 2005, and to deliver the related
compliance certificate for that quarter.

During the extended cure period, BISYS has agreed that it will not
request additional credit extensions under the Credit Facility.  
The company believes that its operating cash flows and cash on
hand will be sufficient to support its near term working capital
and other cash requirements and that additional credit under the
Credit Facility will not be necessary through the extension date.

                     Financial Restatements

As reported in the Troubled Company Reporter on July 27, 2005,
BISYS concluded that its previously issued financial statements
for the years ended June 30, 2002, 2003, and 2004 and the interim
financial statements for the quarters ended Sept. 30 and Dec. 31,
2004 and 2003, need to restated.  The Company will not be in a
position to file the Form 10-Q for the quarter ended March 31,
2005, the Company said, until the restatement and related
investigation into the facts and circumstances surrounding certain
funds services arrangements being conducted by the company's Audit
Committee are completed.

THE BISYS GROUP, INC., is the Borrower under a $400,000,000 CREDIT
AGREEMENT dated as of March 31, 2004.  The Lending Syndicate at
the time that loan facility was put in place was comprised of:

     * THE BANK OF NEW YORK, individually, as Issuing Bank,
          as Swingline Lender and as Administrative Agent
     * FLEET NATIONAL BANK, individually and as
          Documentation Agent
     * JPMORGAN CHASE BANK, individually and as
          Documentation Agent
     * SUNTRUST BANK, individually and as Documentation Agent
     * WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as
          Documentation Agent
     * KEYBANK NATIONAL ASSOCIATION
     * PNC BANK, NATIONAL ASSOCIATION
     * THE BANK OF NOVA SCOTIA
     * SCOTIABANC INC.
     * US BANK, N.A.
     * ALLIED IRISH BANKS, PLC
     * FIFTH THIRD BANK (CENTRAL OHIO)
     * UFJ BANK LIMITED
     * SUMITOMO MITSUI BANKING CORPORATION and
     * WELLS FARGO BANK, NATIONAL ASSOCIATION
     
Lawyers at Bryan Cave LLP represent the Lenders.  

The BISYS Group, Inc. (NYSE: BSG) -- http://www.bisys.com/--
provides outsourcing solutions that enable investment firms,
insurance companies, and banks to more efficiently serve their
customers, grow their businesses, and respond to evolving
regulatory requirements. Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
nation's largest independent wholesale distributor of life
insurance and a leading independent wholesale distributor of
commercial property/casualty insurance, long-term care,
disability, and annuity products.  BISYS' Information Services
group provides industry-leading information processing, imaging,
and back-office services to banks, insurance companies and
corporate clients. Headquartered in New York, BISYS generates more
than $1 billion in annual revenues worldwide.


BISYS GROUP: Bruce Dalziel to Succeed Jim Fox as CFO
----------------------------------------------------
The BISYS Group, Inc., disclosed the resignation of Jim Fox as
Executive Vice President and Chief Financial Officer in a
regulatory filing with the Securities and Exchange Commission.  
Bruce Dalziel will succeed Mr. Fox in these positions.  Mr. Fox
has agreed to remain with the Company during a period of
transition.

Mr. Dalziel brings over 20 years of financial experience to BISYS,
most recently serving as Chief Financial Officer of DoubleClick,
Inc.  Previously, he served for over fourteen years in various
financial and operating roles at Prudential Insurance Company of
America, including Chief Financial Officer for Prudential's
International Insurance division, and Corporate Vice President of
Planning and Analysis.

"We welcome Bruce to BISYS, and look forward to his
contributions," Russell Fradin, BISYS President and CEO, said.  
"In addition, we thank Jim for his valuable contributions over the
last two years and for his continued assistance during this
transition period.  We wish him well in his future endeavors."

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2005, the
Company negotiated an amendment to its credit agreement with its
lenders on July 28, 2005.  Under the terms of the amended
agreement:

   -- the cure period for the default under its credit facility is
      extended through Sept. 13, 2005;

   -- the date required for BISYS to refinance $300 million of
      outstanding 4% convertible subordinated notes due March 2006
      is extended from Sept. 9, 2005, to Dec. 14, 2005; and

   -- the minimum consolidated net worth that BISYS is required to
      maintain under the financial covenants contained in the
      Credit Facility is lowered to $685 million.

The default under its credit facility occurred due to the
Company's failure to timely file its Form 10-Q for the fiscal
quarter ended March 31, 2005, and to deliver the related
compliance certificate for that quarter.

During the extended cure period, BISYS has agreed that it will not
request additional credit extensions under the Credit Facility.  
The company believes that its operating cash flows and cash on
hand will be sufficient to support its near term working capital
and other cash requirements and that additional credit under the
Credit Facility will not be necessary through the extension date.

                     Financial Restatements

As reported in the Troubled Company Reporter on July 27, 2005,
BISYS concluded that its previously issued financial statements
for the years ended June 30, 2002, 2003, and 2004 and the interim
financial statements for the quarters ended Sept. 30 and Dec. 31,
2004 and 2003, need to restated.  The Company will not be in a
position to file the Form 10-Q for the quarter ended March 31,
2005, the Company said, until the restatement and related
investigation into the facts and circumstances surrounding certain
funds services arrangements being conducted by the company's Audit
Committee are completed.

THE BISYS GROUP, INC., is the Borrower under a $400,000,000 CREDIT
AGREEMENT dated as of March 31, 2004.  The Lending Syndicate at
the time that loan facility was put in place was comprised of:

     * THE BANK OF NEW YORK, individually, as Issuing Bank,
          as Swingline Lender and as Administrative Agent
     * FLEET NATIONAL BANK, individually and as
          Documentation Agent
     * JPMORGAN CHASE BANK, individually and as
          Documentation Agent
     * SUNTRUST BANK, individually and as Documentation Agent
     * WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as
          Documentation Agent
     * KEYBANK NATIONAL ASSOCIATION
     * PNC BANK, NATIONAL ASSOCIATION
     * THE BANK OF NOVA SCOTIA
     * SCOTIABANC INC.
     * US BANK, N.A.
     * ALLIED IRISH BANKS, PLC
     * FIFTH THIRD BANK (CENTRAL OHIO)
     * UFJ BANK LIMITED
     * SUMITOMO MITSUI BANKING CORPORATION and
     * WELLS FARGO BANK, NATIONAL ASSOCIATION
     
Lawyers at Bryan Cave LLP represent the Lenders.  

The BISYS Group, Inc. (NYSE: BSG) -- http://www.bisys.com/--
provides outsourcing solutions that enable investment firms,
insurance companies, and banks to more efficiently serve their
customers, grow their businesses, and respond to evolving
regulatory requirements. Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
nation's largest independent wholesale distributor of life
insurance and a leading independent wholesale distributor of
commercial property/casualty insurance, long-term care,
disability, and annuity products.  BISYS' Information Services
group provides industry-leading information processing, imaging,
and back-office services to banks, insurance companies and
corporate clients. Headquartered in New York, BISYS generates more
than $1 billion in annual revenues worldwide.


BRAUER SUPPLY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brauer Supply Company
        4260 Forest Park Boulevard
        Saint Louis, Missouri 63108

Bankruptcy Case No.: 05-51754

Type of Business: The Debtor provides quality products and
                  services at competitive prices to the
                  construction industry, and commercial and
                  industrial businesses in the St. Louis area,
                  out-state Missouri, and southern Illinois.
                  Brauer Supply is a source of HVAC equipment
                  and accessories, thermal Insulation,
                  Air Filtration products, and specialty
                  Fasteners for firms of all sizes.  See
                  http://www.brauersupply.com/

Chapter 11 Petition Date: August 22, 2005

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Peter D. Kerth, Esq.
                  Gallop, Johnson & Neuman, L.C.
                  101 South Hanley, Suite 1600
                  Saint Louis, Missouri 63105
                  Tel: (314) 615-6000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Knauf Fiber Glass                               $109,674
   #1 Knauf Drive
   Shelbyville, IN 46176-0120

   Heating & Cooling Produces                       $87,572
   325 Commerce Drive
   P.O. Box 683
   Mt. Vernon, OH 43050

   General Filters, Inc.                            $26,333
   43800 Grand River Avenue
   Novi, MI 48375

   Group Health Plan                                $23,977

   Dynatemp International, Inc.                     $23,904

   Milcor Limited Partnership                       $13,739

   Selkirk L.L.C.                                   $10,540

   Unifrax Corporation                              $10,526

   Gripnail Corp.                                    $7,320

   Glasfloss Ind., Inc.                              $5,908

   Ramco                                             $5,582

   Auburn Manufacturing, Inc.                        $5,530

   Pop Fasteners                                     $5,434

   Roxul, Inc.                                       $4,659

   Malco Products, Inc.                              $4,654

   Tomcraft Company                                  $4,055

   Avdel Cherry Textron, Inc.                        $3,954

   Willie Washer Mfg.                                $3,873

   White-Rodgers, Inc.                               $3,721

   TACC International Corp.                          $3,624


BRILIANT DIGITAL: Balance Sheet Upside Down by $3 Mil. at June 30
-----------------------------------------------------------------
Brilliant Digital Entertainment, Inc., reported its results of
operations for the quarterly period ending June 30, 2005.

                            Revenues  

Revenues decreased 32% from $4,722,000 for the six months ended
June 30, 2004, to $3,233,000, for the six months ended June 30,
2005.

Marketing services revenue decreased to $2,314,000, for the six
months ended June 30, 2005 primarily as a result of a decrease in
revenue from the Company's agreement with Focus Interactive, Inc.,
Licensing and other services revenues decreased to $761,000 for
the six months ended June 30, 2005 from $1,065,000 for the six
months ended June 30, 2004, due to a decrease in payment
processing revenues as a result of our discontinuation of
processing Kazaa Plus transactions that occurred in early February  
2005.  Digital content revenue decreased from $229,000, for the
six months ended June 30, 2004, to $158,000 for the six months
ended June 30, 2005, primarily as a result of a decrease in
software sales through the Altnet Network.

                        Cost of Revenues

Cost of revenues decreased from $589,000, for the six months ended
June 30, 2004, to $ 257,000 for the six months ended June 30,
2005.  This net decrease of $332,000 is primarily related to a
substantial decrease in the costs associated with the operation of
our payment gateway services of $313,000 as a result of our
discontinuation of processing for Kazaa Plus.

                       Sales and Marketing

Sales and marketing expenses decreased by 43% from $664,000 for
the six months ended June 30, 2004, to $381,000 for the six months
ended June 30, 2005.  The net decrease of $283,000 in 2005 is due
primarily to a reduction in marketing and promotion costs of
$193,000 spent to support the Company marketing efforts for the
Altnet network, and a reduction in commissions of $90,000.

                   General and Administrative

General and administrative expenses primarily include salaries and
benefits of management and administrative personnel, rent,
insurance costs, professional fees and non-cash warrant expense.
General and administrative expenses decreased $1,595,000, or 48%,
from $3,331,000 for the six months ended June 30, 2004 to  
$1,736,000 for the six months ended June 30, 2005.  This decrease
is primarily attributable to payroll related cost savings of
$566,000 and decreases in legal costs of $740,000.

                    Research and Development

Research and development expenses include salaries and benefits of
personnel conducting research and development relating to our
Internet web site, payment gateway and related information
database, and the development of the Altnet Peer Points Manager
software application.  These costs decreased from $231,000 for the
six months ended June 30, 2004, to $197,000 for the six months
ended June 30, 2005, as most of the development costs incurred for
the development of our Peer Points program and our payment gateway
have been incurred.

                          Depreciation

Depreciation expense relates to depreciation of fixed assets such
as computer equipment and cabling, furniture and fixtures and
leasehold improvements.  These fixed assets are depreciated over
their estimated useful lives (up to five years) using the
straight-line method.  Depreciation expense was $22,000 for the
six months ended June 30, 2004, as compared to $13,000 for the six
months ended June 30, 2005, as many of the depreciable assets have
been fully depreciated.

           Loss on Impairment of Big Seven and Altnet

At the time the Company acquired the remaining shares of Altnet
from Joltid and purchased the shares of Big Seven, the Company
determined that both Big Seven and Altnet were impaired and its
recorded an impairment charge for the full value of the purchases,
totaling $750,000.

                    Other Income and Expense

Other income and expense primarily includes interest expense.  
Other income and expense decreased from net expense of $2,437,000
for the six months ended June 30, 2004 to a net expense of
$2,019,000 for the six months ended June 30, 2005.  During the six
months ended June 30, 2005, interest expense included interest
accrued on outstanding convertible promissory notes and an
additional  $1,832,000 of amortized debt issuance costs associated
with the agreement to further  extend  the  maturity  date of the
indebtedness.

                 Liquidity and Capital Resources

As of June 30, 2005, the Company's cash and cash equivalents   
totaled approximately $1,976,000.  This is an increase of
$1,673,000 as compared to December 31, 2004.  As of June 30, 2005,
the Company had a working capital deficit of $4,777,000  
(excluding non-cash prepaid expense of $828,000 related to the
issuance of warrants).  Included in this working capital deficit
are accounts payable, accrued expenses and accrued expenses to
related parties of $730,000 which are over 90 days past due, and
$3,849,000 of secured indebtedness.

The Company's cash and cash equivalents at June 30, 2005, included  
$1,360,000 of an advance against future payments due us from Focus
Interactive, Inc., under our Strategic Alliance and Distribution
Agreement, dated April 14, 2003, as amended in April 2005.  Since
June 2003, payments to the Company by Focus under its agreement
have funded a substantial portion of its working capital.  The
Company anticipates receiving only small cash payments from Focus
until approximately December 2005, when the Company expects the
remaining portion of the advance to be fully earned.

The Company currently satisfies its working capital requirements
primarily through cash flows generated from operations and sales
of equity securities.   The Company is seeking additional funding.  
There can be no assurance that with any additional financing,
higher cash flows will be generated by operations.

                           Cash Flows

During the six months ended June 30, 2005, the Company had a net
increase in cash of $1,673,000.  The net increase in cash from
operating activities during the six months ended June 30, 2005,
was primarily the result of the net loss of $2,138,000, a decrease
of $120,000 in guaranteed minimum payments, and a $1,041,000
decrease in accrued expenses.  These amounts were offset primarily
by $1,652,000 in non-cash interest expense, $349,000 in non-cash
warrant amortization,  $1,417,000 in accounts receivable, an
increase of $772,000 in deferred revenue and an impairment loss of
$750,000.

A full-text copy of Brilliant Digital's Quarterly Report is
available for free at http://ResearchArchives.com/t/s?f3

Brilliant Digital Entertainment, Inc., is a company which, through
its Altnet, Inc., subsidiary, operates a peer-to-peer-based
content distribution network that allows us to securely and
efficiently distribute a content owner's music, video, software
and other digital files to computer users via the Internet.

As of June 30, 2005, Brilliant Digital's balance sheet reflected a
$3,383,000, stockholders' deficit.


BRILIANT DIGITAL: Braces for Unfavorable Suit Ruling in 3rd Qtr.
----------------------------------------------------------------
Brilliant Digital Entertainment, Inc., is foreseeing material
adverse effects on its ability to continue as going concern once a
judgment in a copyright infringement suit is rendered against the
Company.

The Company, its affiliates, and Kevin Bermeister and Anthony
Rose, the Company's Chief Executive Officer and Chief Technology
Officer, were joined as defendants in the suit by Universal Music
Australia Pty. Ltd. and other record labels against Sharman
Networks and other defendants, alleging infringement of the
copyright in sound recordings controlled by Universal Music.  The
suit was filed in March 2004, in the Federal Court of Australia,
New South Wales District Registry.

The plaintiffs alleged that due to the Company's business dealings
with Sharman, it is integrally involved in the operation of the
Kazaa Media Desktop and is therefore liable for the alleged
copyright infringement occasioned by its development and
distribution.  

The Company is still unable to have these charges dismissed,
entailing the use of much needed cash.  If the legal expenses and
other costs of defense are not covered for by the Company's
insurance policies or reimbursed by third parties pursuant to
indemnification agreements, the cash required to pay for these
costs and expenses would not be available for other purposes.  

A decision in this matter is expected during the third quarter of
this year.

Brilliant Digital Entertainment, Inc., is a company which, through
its Altnet, Inc., subsidiary, operates a peer-to-peer-based
content distribution network that allows us to securely and
efficiently distribute a content owner's music, video, software
and other digital files to computer users via the Internet.

As of June 30, 2005, Brilliant Digital's balance sheet reflected a
$3,383,000, stockholders' deficit.


BRILIANT DIGITAL: May File for Bankruptcy as Notes Mature in Sept.
------------------------------------------------------------------
Brilliant Digital Entertainment, Inc., says it might file for
bankruptcy if it cannot pay $3,849,000 to its secured debt holders
when the payable becomes due on September 26, 2005.

The notes matured on June 30, 2005, but the senior secured
noteholders extended the maturity date, at the Company's request,
in exchange for this schedule of payments:

   (1) $50,000 per month, plus

   (2) 50% of any quarterly EBITDA in excess of $600,000, plus

   (3) 50% of any increased revenue received from existing sources
       of revenue or from new sources of revenue.

The Company does not believe it will be able to raise the needed
cash by September.  At June 30, 2004, the Company had $1,673,000
cash.  In case the company cannot pay the noteholders by Sept. 26,
they will be entitled to exercise all of their rights and
remedies, including foreclosure on all of the Company's assets.

The Company is once again in talks with its noteholders for
additional concessions.  

Its previous financings have been significantly dilutive to its
stockholders and if additional funds are raised through the
issuance of equity securities, its stockholders may experience
significant additional dilution.   

Brilliant Digital Entertainment, Inc., is a company which, through
its Altnet, Inc., subsidiary, operates a peer-to-peer-based
content distribution network that allows us to securely and
efficiently distribute a content owner's music, video, software
and other digital files to computer users via the Internet.

As of June 30, 2005, Brilliant Digital's balance sheet reflected a
$3,383,000, stockholders' deficit.


CATHOLIC CHURCH: D.F.T. Wants Stay Lifted to Sue Portland Diocese
-----------------------------------------------------------------
D.F.T. filed Claim No. 204 in the Archdiocese of Portland in
Oregon's Chapter 11 case, seeking $500,000 for economic damages
and $5,000,000 for non-economic damages for sexual abuse suffered
when he was a minor.

D.F.T. has not filed any lawsuit in any jurisdiction against any
person on account of the abuse.

D.F.T.'s counsel, Kelly W.G. Clark, Esq., in Portland, Oregon,
relates that the abuse took place at the Sacred Heart Parish in
Medford, Oregon.  Sacred Heart Parish is a member of the Committee
of Parishes.  At the time of the abuse, the offending priest,
Father J. William McLeod, was the pastor of the Parish.

Portland and the Parishes Committee have asserted that someone
other than the Archdiocese is the equitable owner of, the operator
of, and the controller of Sacred Heart Parish.  The Archdiocese
and the Parishes have been adamant, consistent and repetitive in
their position.

D.F.T. believes that the contentions of both Portland and the
Parishes Committee are completely without merit.  However, D.F.T.
needs to protect himself in case the U.S. Bankruptcy Court for the
District of Oregon rules in Portland's favor.

Accordingly, D.F.T. asks the Court to lift the automatic stay to
commence litigation against Sacred Heart Parish or any other
person or entity that asserts or may assert interest in or control
over the assets or operation of the Parish.

Mr. Clark points out that the request will not place any burden on
Portland since the Archdiocese maintains that it does not have any
property interest in Sacred Heart Parish.

                        Portland Objects

"It is unclear what D.F.T. hopes to accomplish by seeking [relief
from the automatic stay]," Thomas W. Stilley, Esq., at Sussman
Shank LLP, in Portland, Oregon, informs the Court.

Mr. Stilley argues that Sacred Heart Parish and third parties like
parishioners, donors, or beneficiaries are not liable to D.F.T.
simply because they may claim some interest in parish assets or
property.  The question of property ownership is not relevant to
liability but only to collection activities if and when D.F.T.
obtains a judgment of liability against these persons.

Assuming D.F.T. seeks relief to assert a legally recognized theory
of liability, Mr. Stilley contends that D.F.T. should be required
to specifically identify who he wants to sue, on what theory, and
the scope of relief he requests.  Without this information, the
Archdiocese of Portland in Oregon cannot address the issues
presented by D.F.T.'s request, like whether indemnification or
contribution rights might exist in favor of any new defendant.  If
so, Mr. Stilley continues, the claim would essentially be against
the Archdiocese as the real party defendant and "unusual
circumstances" would exist justifying denial of relief from stay
or an injunction under Section 105 of the Bankruptcy Code.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 38; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Wants Future Claims Rep.'s Appeal Denied
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on June 3,
2005, the Spokane Diocese asked Judge Williams to set the bar date
for filing non-governmental proofs of claim at 90 days after the
Court approves the request or at another date that the Court
determines to be appropriate under the circumstances.

*    *    *

The U.S. Bankruptcy Court for the Eastern District of Washington
continues the hearing on the Diocese of Spokane's request to
September 2, 2005, at 9:00 a.m., in open court.

Judge Williams orders Gayle Bush, the Future Claims
Representative, to file and serve a legal memorandum of
authorities regarding summary judgment, or issue preclusion.

The Court will rule on the issue without further oral argument by
the parties.

                         FCR Files Memo

Pursuant to the Court's directive, Mr. Bush filed a memorandum in
support of his contention that an evidentiary hearing is not
required on the Claims Bar Date issue.

Mr. Bush argues that:

   (a) Spokane offered no support for its contention that an
       evidentiary hearing is necessary;

   (b) Spokane had over two months to file declarations
       supportive of its position on the bar date but did not do
       so;

   (c) Spokane did not provide the FCR and other parties with
       information about the testimony it plans to present if a
       hearing is granted;

   (d) Judge Elizabeth Perris in the Archdiocese of Portland in
       Oregon's Chapter 11 case pending before the U.S.
       Bankruptcy Court for the District of Oregon found no need
       for live testimony in Portland's bankruptcy under near
       identical circumstances;

   (e) all the pleadings and evidence indicates that an
       evidentiary hearing is not necessary; and

   (f) the FCR knows of no other case in which an evidentiary
       hearing was held on the issue of a claims bar date.

Mr. Bush says Spokane has not replied to his request for
evidentiary hearing.

Spokane sought the appointment of a Future Claims Representative
in the Chapter 11 case because it is necessary for the Diocese to
be able to confirm a plan of reorganization that deals with
current claims, and any claims that might legitimately arise in
the future.  Therefore, it is necessary that all constituencies
who assert claims against the Diocese arising out of sexual abuse
allegedly committed by the Diocese's associates have the
opportunity to be heard in the reorganization case.

In Portland's Chapter 11 case, Judge Perris addressed the
appointment of a Representative to protect the interests of
certain victims of child sex abuse.  In a legal memorandum, Judge
Perris held that the most appropriate procedure for dealing with
causal link claimants was through a Future Claims Representative,
who was appointed to file claims on behalf of future claimants.

Mr. Bush believes this is the most appropriate procedure in
Spokane's case, but the Diocese has not offered any evidence as to
why this procedure should not be adopted.

Judge Perris further noted in Portland's case that the possibility
of a long latency period before which injury becomes manifest is
an important factual similarity between a sexual abuse case and
the asbestos cases.  The fact that a claimant may know of some
level of abuse does not translate into knowledge by that claimant
of entitlement to recourse against the Diocese.  Mr. Bush argues
that barring a claimant who holds a valid claim but who does not
know of an entitlement to recourse because that claimant does not
know of an injury, is patently unfair.

Mr. Bush asserts that the simplest way to assure fair treatment
for all is to follow other bankruptcy courts and to authorize a
claim to be filed by the FCR on behalf of all causal link victims
who have not yet made the connection between an act of abuse and a
resulting injury.

The Tort Claimants' Committee supports the FCR's request to
restrict testimony at the hearing to declarations.  George E.
Frasier, Esq., at Riddell Williams, P.S., argues that an
evidentiary hearing would be very expensive, would delay setting a
bar date, and would not bind any Causal Link Claimant who does not
file an individual proof of claim.

                         Insurers Respond

General Insurance Company of America and ACE Property & Casualty
Insurance Company, as successor-in-interest with regard to
policies issued by Aetna Insurance Company, assert that despite
the Court's direct order for the Future Claims Representative to
provide grounds for summary judgment and brief the issue of "issue
preclusion," Mr. Bush and the Tort Committee have provided
absolutely no authority to support their improper request to give
preclusive effect to the Portland Archdiocese decision.

"The issue directly before this Court concerns whether parties who
hold claims and know of the conduct involved -- the Causal Link
Claimants -- should be excused from the normal claims process
applicable to all other claim holders," Nancy L. Isserlis, Esq.,
at Winston & Cashatt, in Spokane, Washington, tells Judge
Williams.

Mr. Bush and the Tort Committee have submitted evidence to support
their assertion that the Causal Link Claimants should be excused
from the claims process, but seek to foreclose any competing
evidence or cross-examination.

"That is not right and violates fundamental notions of due
process," Ms. Isserlis contends.

Ms. Isserlis informs the Court that the Insurers, as potential
payors with a direct pecuniary and contractual interest in the
claims process, are parties-in-interest under Section 1109 of the
Bankruptcy Code.

                   CNA Parties Support Insurers

Pacific Insurance Company, Columbia Casualty Company, American
Casualty Company of Reading, Pennsylvania, Continental Insurance
Company and The Glens Falls Insurance Company want to emphasize
the critical importance of a correct decision as to whether an
unidentified, unquantified and largely undeterminable group of
persons, who know they were sexually abused, will be permitted to
remain outside the process for the resolution of the sexual abuse
claims.

Charles R. Ekberg, Esq., at Lane Powell PC, in Seattle,
Washington, notes that exempting the so-called "causal link"
claimants from the Bar Date will have a material adverse effect on
settlement of insurance issues.

"[H]ow can the future 'potential' liability be assessed and
provided for in a settlement that seeks finality as one of its
major objectives?" Mr. Ekberg asks.

The CNA Parties urge the Court to decide the Bar Date and related
issues on a fully developed evidentiary record.

               Spokane Wants FCR's Request Denied

The Diocese of Spokane asks Judge Williams to deny Mr. Bush's
request to restrict testimony.

Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, in Spokane, Washington, argues that the FCR's position
is inconsistent with the Federal Rules of Bankruptcy Procedure and
the Federal Rules of Civil Procedure.

In his memo filed with the Court, Mr. Bush failed to:

   (a) explain why the Diocese should be prohibited from cross-
       examining witnesses who present testimony to the Court in
       opposition to the Diocese's case;

   (b) explain why Spokane should be prohibited from presenting
       live testimony from its expert witness; and

   (c) address whether the doctrines of res judicata or issue
       preclusion would bar the Diocese from cross-examining
       witnesses or presenting live testimony.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEDU EDUCATION: Keen Realty Brings In $17 Mil. in Bankruptcy Sale
-----------------------------------------------------------------
Keen Realty LLC completed a real estate sale on behalf of George
Miller, the Chapter 7 Trustee overseeing the liquidation of CEDU
Education Inc. and its debtor-affiliates.  Mr. Miller retained
Keen Realty, LLC to market the company's four campuses:

   -- Running Springs, California;
   -- Bonners Ferry, Idaho;
   -- Naples, Idaho; and
   -- Sutton, Vermont.

With the help of the Trustee's counsel John Carroll, Esq., the
August 10 auction of the properties was successful, creating
$17.5 million of value for the creditors.  The successful bids at
the auction were approved by the U.S. Bankruptcy Court in Delaware
on Aug. 12.

"We are pleased with the value commanded for these unique
opportunities and that the purchasers plan to continue to use the
properties in an educational capacity," said Matthew Bordwin,
Executive Vice President at Keen Realty, who also ran the
successful auction.

Universal Health Services purchased the Idaho and Vermont
properties.  The Bonners Ferry and Naples, Idaho campuses, which
consist of 82 buildings totaling 203,912+/- square feet on 447+/-
acres, sold for $10,000,000.  The Sutton, Vermont campus,
consisting of 19 buildings totaling 57,880+/- square feet on
300+/- acres, sold for $3,350,000.  The closings are scheduled for
the end of August.

Chabad purchased the Running Springs, California campus,
consisting of 18 buildings totaling 56,165+/- square feet on
69.9+/- acres, for $4,300,000.  This sale closed.

For over 23 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses.  Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with thousands of clients nationwide, evaluated and disposed of
over 1.9 billion square feet of properties and repositioned more
than 18,600 properties across the country.  Recent clients
include: Spiegel/Eddie Bauer, Arthur Andersen, Service
Merchandise, Warnaco, Cable & Wireless, Fleming, Pillowtex,
Parmalat, FOL Liquidation Trust (former Fruit of the Loom
facilities) and financial institutions like JP Morgan Chase and
CIBC.

Headquartered in Sandpoint, Idaho, CEDU Education Inc. --
http://www.cedu.com/-- operates schools offering programs for  
troubled teenagers.  The Debtor, along with its affiliates filed
for chapter 7 petitions on March 25, 2005 (Bankr. D. Del. Case
Nos. 05-10841 through 05-10865).  Daniel B. Butz, Esq., at Morris,
Nichols, Arsht & Tunnell represents the Debtors.  When the Debtor
filed for protection from its creditors, it estimated $10 million
in assets and $50 million in debts.


CELERO TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Celero Technologies, Inc.
        fka Sim Training Holdings, Inc.
        fka Strategic Management Group, Inc.
        1500 Market Street
        East Tower, 12th Floor, Suite 67
        Philadelphia, Pennsylvania 19102

Bankruptcy Case No.: 05-31273

Chapter 11 Petition Date: August 22, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Amy E. Vulpio, Esq.
                  Robert A. Kargen, Esq.
                  White and Williams LLP
                  1800 One Liberty Place
                  Philadelphia, PA 19103
                  Tel: (215) 864-6250

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Behrman Capital III, L.P.     Value of security:     $17,300,000
126 E. 56th Street,           $8,100,000
27th Floor
New York, NY 10022

SMG Real Estate Co.           Philadelphia rent         $332,217
3624 Market Street, 3rd Floor
Philadelphia, PA 19104

MCI-Digex                                                $68,740
P.O. Box 371322
Pittsburgh, PA 15250-7322

Xerox Corp.                   Copier rental              $65,045

Goodwin Proctor LLP           Legal services             $56,349

PricewaterhouseCoopers        Audit fees/                $43,962
                              returned fees

R.R. Donnelly & Sons Co.      Customer overpayment       $29,625

Morgan Lewis & Bockius LLP    Legal services             $22,910

Siemens Financial Service     Telephone equipment        $15,931

Compuware Corporation         Software                   $14,160

Sprint Data                   Telephone                  $13,782

Paetec Communication, Inc.    Local telecom service       $9,381

Wyeth                         Customer overpayment        $9,052

ABM Janitorial Services       Cleaning service            $8,799

ASI Consulting                Trade debt                  $8,717

University of Oklahoma        Customer overpayment        $8,027

Akin Gump Strauss Hauer &     Legal services              $7,661
Feld

Hugo A. Keesing               Consulting fees             $6,000

Littler Mendelson PA          Legal services              $4,814

GE Corporate Europe           Customer overpayment        $4,000


CHENIERE ENERGY: S&P Lowers Corporate Credit Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Cheniere Energy Inc. to 'B' from 'B+'.  The lowered
rating reflects the implementation of a ring-fencing structure
around Cheniere LNG Holdings LLC (CLH), a newly formed, indirectly
owned 100% subsidiary of Cheniere that will own Cheniere's 100%
general and limited partnership interests in the Sabine Pass
liquefied natural gas (LNG) terminal and its 30% limited
partnership interest in the Freeport LNG terminal.  The outlook is
stable.
     
"These assets currently provide essentially all of Cheniere's
contracted cash flows," said Standard & Poor's credit analyst
Swami Venkataraman.  "Two other LNG projects are still in the
process of being permitted and may or may not be built."
     
The ring-fence was implemented to enable the raising of up to $600
million in a term loan B bank facility at CLH.  The bank loan
agreement contains covenants require 100% of all currently
contracted cash flows from the Sabine Pass project and 50% of all
additional cash flows, if any, to be swept to repay the loan.
Additional cash flows could come from the currently uncontracted
capacity at Sabine Pass or distributions from Freeport.  The other
50% of additional cash flows will go into a collateral account
that is pledged to the lenders at CLH and will only be available
for investments into CLH's subsidiaries.
     
These cash flow restrictions, along with the ring-fencing of CLH,
will result in no cash distributions to Cheniere.  After CLH is
established, Cheniere will be a project developer with two LNG
development projects at Corpus Christi and Creole Trail in Texas.
The 'B+' CCR assigned to Cheniere in April 2005 reflected full
availability of cash flows from Sabine after a 1.25x debt service
coverage distribution test under the terms of the project's debt
facility.  With receipt of part of the proceeds from the financing
at CLH and proceeds from a recent $325 million convertible note
issue, Cheniere will have more than $600 million in cash to
support its terminal development business.


CHENIERE LNG: S&P Rates Proposed $600 Million Bank Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $600 million term loan B bank facility at Cheniere LNG
Holdings LLC (CLH), an indirectly owned 100% subsidiary of
Cheniere Energy Inc. (B/Stable/--), the Houston-based liquefied
natural gas (LNG) project developer.  

The rating reflects:

   * construction risk in the building of the LNG terminals;

   * cash flow available for debt service at CLH that is
     subordinated to debt service at Sabine Pass; and

   * refinancing risk.

The outlook is stable.  Standard & Poor's also assigned its '3'
recovery rating to the bank loan, indicating meaningful (50%-80%)
recovery of principal in the event of a default.
     
Offsetting strengths include:

   * expectations of strong and stable cash flows at Sabine Pass
     once it is operating;

   * a fixed-price engineering, procurement, and construction
     contract at Sabine Pass with an experienced builder (Bechtel)
     that minimizes construction risks; and

   * strong ring-fencing protections that insulate the credit
     quality of CLH from the rest of the Cheniere organization.
     
"Construction risk is the most important risk, particularly given
the stringent limitations on additional debt imposed by the bank
loan agreement," said Standard & Poor's credit analyst Swami
Venkataraman.  "Significant cost overruns could necessitate an
equity infusion from Cheniere, a much lower rated entity.  The
risk of cost-overruns is somewhat mitigated by the fixed-price EPC
contract with Bechtel, and comfortable allowances for
contingencies that have been built into the project costs."
     
The proceeds from the bank loan will be distributed to Cheniere
Energy to support future LNG terminal development activities and
to fund a reserve to cover debt service payments during the four-
year period before distributions are expected to begin from the
Sabine Pass LNG terminal.  CLH's only assets are its ownership of
Cheniere's 100% general and limited partnership interests in
the 2.6 billion cubic feet (bcf) per day Sabine Pass LNG terminal
and 30% limited partnership interest in the 1.5 bcf/day Freeport
LNG terminal.


COLLINS & AIKMAN: InSite Westland Wants to Collect Lease Payments   
-----------------------------------------------------------------
InSite Westland, LLC, formerly known as Westland Newburgh Limited
Partnership, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to compel Collins & Aikman Corporation and
its debtor-affiliates to:

   a. immediately pay all accrued postpetition rents and
      operating expenses; and

   b. pay and otherwise perform timely going forward all
      obligations coming due under the Lease until it is assumed
      or rejected.

InSite Westland leased industrial and warehouse space to the
Debtors.  

David J. Cannon, Esq., at Michael Best & Friedrich LLP, in
Milwaukee, Wisconsin, tells the Court that $7,698 in operating
expenses and other charges were accrued and unpaid under the
Lease as of the Petition Date.  Moreover, the Debtors permitted
certain claims or liens to be filed against the Westland
premises, purportedly securing not less than $68,757.

For June 2005, additional base rent and operational expenses
amounting $109,671 have accrued and became due under the Lease.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLUSA MUSHROOM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Colusa Mushroom, Inc.
        P.O. Box 750381
        Petaluma, California 94975

Bankruptcy Case No.: 05-12180

Type of Business: The Debtor operates a mushroom farm.

Chapter 11 Petition Date: August 22, 2005

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 East Street #219
                  Santa Rosa, California 95404
                  Tel: (707) 546-6770

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Petaluma Mushroom Farm        Unsecured loan          $1,670,000
782 Thompson Lane
Petaluma, CA 94952

Lorenzo Zunino                Unsecured loan            $830,000
4521 Creekmont Court
Santa Rosa, CA 95404

Colusa Industrial Properties  Environmentally           $653,334
Inc.                          related
50 Sunrise Boulevard
Colusa, CA 95932

Muna Cerini                   Unsecured loan            $500,000
782 Thompson Lane
Petaluma, CA 94952

Sundet's Big Bale LLC         Product                   $422,807
P.O. Box 810
Arbuckle, CA 95912

Robert and Carol Becchetti    Unsecured loan            $300,000
3077 Porter Creek Road
Santa Rosa, CA 95404

Richard Schultze              Unsecured loan            $265,000
575 College Avenue #105
Santa Rosa, CA 95404

David Cerini                  Unsecured loan            $234,000

Mabel A. Perlite Living       Unsecured loan            $200,000
Trust

Leo Lavio                     Unsecured loan            $120,000

Richard and Janet Questoni    Unsecured loan            $120,000

Don Frati                     Unsecured loan            $100,000

Richard Carney                Unsecured loan            $100,000

Modern Building Inc.          Construction               $81,078

PG&E                                                     $76,664

Stohlman Enterprises Inc.     Electrical                 $66,020

Colusa County Tax Collector                              $64,906

Charles and Mary Hall         Unsecured loan             $50,000

Robert Hall LLC               Unsecured loan             $50,000

Steve Clay Olmsted Jr.        Unsecured loan             $50,000


CSAM HIGH: Fitch Puts $9MM Junk-Rated Notes on Rating Watch Neg.
----------------------------------------------------------------
Fitch Ratings places four classes of notes issued by CSAM High
Yield Focus CBO, Ltd., on Rating Watch.  These actions are the
result of Fitch's review process and are effective immediately:

    -- $55,361,162 class A-1 senior secured notes 'B-'; Rating
       Watch Positive;

    -- $9,000,000 class A-2 senior secured notes 'CCC-'; Rating
       Watch Negative;

    -- $35,000,000 class B-1 senior secured fixed-rate notes 'CC';
       Rating Watch Negative;

    -- $25,000,000 class B-2 senior secured floating-rate notes
       'CC'; Rating Watch Negative.

The above actions on the classes A-1, B-1, and B-2 notes are a
result of the recent default of Allied Holdings Inc.  CSAM CBO
holds a $4 million dollar exposure to this obligor.  This
additional default will likely cause the total cumulative defaults
in CSAM CBO to exceed the maximum threshold of 40% (the Interest
Default Test, or IDT), on the next trustee report.  (As of the
July 5, 2005 trustee report, cumulative default level was 39.62%.)

If the IDT is triggered, the payment waterfall changes so that
only the class A-1 notes will receive all cash proceeds available
to pay interest and principal until the A-1 notes are fully
redeemed or the coverage tests are brought into compliance.  
Subsequently, all cash proceeds are applied sequentially in a
similar manner.

The rating of the classes A-1 and A-2 notes addresses the
likelihood that investors will receive timely and compensating
interest payments, as well as the stated balance of principal by
the final payment date.  The rating of the classes B-1 and B-2
notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as well as the stated
balance of principal by the final payment date.

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/


DATATEC SYSTEMS: Files Plan & Disclosure Statement in Delaware
--------------------------------------------------------------
Datatec Systems, Inc., and Datatec Industries, Inc., delivered a
Disclosure Statement explaining their First Amended Joint Plan of
Liquidation to the U.S. Bankruptcy Court for the District of
Delaware.

The Plan provides for the establishment of the Datatec Trust into
which the Debtor's remaining assets will be transferred on the
effective date of the Plan.  The Recovery Group, Inc., will
implement the provisions of the Datatec Trust and the Plan as
Trustee.

                       Plan Funding

Payments due under the Plan will be funded from the Debtors' cash,
from proceeds of the liquidation of their assets and from the
proceeds of the settlement with Eagle Acquisition Partners, Inc.

As previously reported in the Troubled Company Reporter, the
Bankruptcy Court approved the sale of substantially all of the
Debtors' assets to Eagle Acquisition Partners, Inc., for
$8 million.  The sale included the Debtors' agreement to assume
and assign appropriate executory contracts and leases to Eagle
Acquisition.  Following the sale, Eagle Acquisition assigned its
rights over the assets to Technology.  

The Eagle Settlement resolves the objections raised by The
Official Committee of Unsecured Creditors against the asset sale.  
All claims of Eagle Acquisition and Technology have been waived as
part of this settlement agreement.

Pursuant to the settlement agreement, Technology advanced the
initial sum of $250,000 to fund the wind-down of the Debtors'
bankruptcy cases.  In addition, Technology agrees to make four
annual fixed payments to the Datatec Trust based on this schedule:

      Payment Date                   Amount
      ------------                   ------
      December 31, 2005             $500,000
      December 31, 2006              300,000
      December 31, 2007              400,000
      December 31, 2008              450,000   

Other sums due to the Datatec Trust under the settlement agreement
include:

   a) annual contingent payments, commencing on March 31, 2006
      and ending on March 31, 2009, equal to 20% of Technology's    
      excess cash flow; and

   b) a 20% share on the cash recoveries, less legal costs, from a
      lawsuit filed by the Debtors against Home Depot. The Debtors  
      assigned their contingent claims on the lawsuit pursuant to  
      the asset sale.

Total payments made under the settlement agreement shall not
exceed the agreed $3.5 million payment cap.

                    Treatment of Claims

Administrative Claims will be paid in full, without interest, on
the later of ten days after the effective date of the Plan or
within sixty days after the claim becomes an allowed claim.

Professional Fees will be paid in cash, in the amount awarded by
the Bankruptcy Court, upon the entry of a final order awarding
fees and expenses, to the extent of any available cash.

Priority Tax claims shall be paid in full, in cash, without
interest, on the later of 60 days after the effective date of the
Plan or after the claim becomes an allowed claim.

The Debtors' interest holders will get nothing under the Plan.  

Unsecured Claims are the only impaired class and will vote to
accept or reject the Plan.  Based on the Debtors' schedules,
Unsecured Claims total approximately $7.3 million.  The Debtors
say funds will not be sufficient to pay the unsecured claims in
full.
  
The unsecured claim holders will receive a pro-rata share of the
Estate Cash after all administrative and priority claims are paid.
In addition, holders of unsecured claims are eligible to receive a
pro-rated share of the Eagle settlement, after distributions are
made to allowed priority claimants, if they elect to sign an
optional release provided for in the settlement agreement.

By signing the optional release and electing to receive a share of
the settlement amount, the unsecured claimants agree that:

   a) all released causes of action against Eagle Acquisition
      and Technology are fully settled and released under the
      Plan;

   b) any and all creditors or interest holders are permanently
      enjoined from pursuing causes of action against Eagle and
      Technology;

   b) each claimant affirmatively making the release, shall be
      deemed to have released any and all of the Released Causes   
      of Action against Eagle and Technology; and

   c) the release shall be binding on all transferees of Eagle
      and Technology.

                     Plan Confirmation

The Honorable Peter J. Walsh will convene a hearing to discuss
confirmation of the Debtors' Plan at 9:30 a.m. on October 21,
2005, in Wilmington, Delaware.

Objections to plan confirmation must be filed by 4:00 p.m. on
October 10, 2005 with:

      The Clerk of Court
      824 Market Street, 3rd Floor
      Wilmington, Delaware 19801

and copies of the objection must be served on:

      Debtor's Counsel:

      Lowenstein Sandler, PC
      Attention: Bruce Buechler, Esq.
      65 Livingston Avenue
      Roseland, New Jersey 07068
   
          -- and --
                     
      Richards Layton & Finger, PA
      Attention: John H. Knight, Esq.
      One Rodney Square
      P.O. Box 551
      Wilmington, Delaware 19899

      Counsel for The Official Committee of Unsecured Creditors:

      Blank Rome LLP
      Attention: Bonnie G. Fatell, Esq.
      Chase Manhattan Centre
      1201 North Market Street, Suite 800
      Wilmington Delaware 19801

      Office of the U.S. Trustee:

      Attention: Richard Schepacarter, Esq.
      844 King Street, Suite 2313
      Wilmington, Delaware 19801

Ballots voting for or against the Plan must be submitted by 5:00
p.m. on Oct. 10, 2005, to:

      Traxi LLC
      Attention: Chad Shandler
      212 West 35th Street, 4th Floor
      New York, New York 10001

Facsimile of electronically transmitted ballots will not be
accepted.
     
Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale   
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DOBSON COMMS: Declares In-Kind Dividends on Series F Stocks
-----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared in-kind
dividends on its outstanding Series F Convertible Preferred Stock
for the dividends due October 15, 2004, April 15, 2005 and October
15, 2005.  The CUSIP numbers for the Series F Convertible
Preferred Stock are 256 069 402, 256 069 709, 256 069 600 and U
254 01 206.

The dividends due on October 15, 2004 and April 15, 2005 will be
payable on September 12, 2005 to holders of record at the close of
business on September 1, 2005.  Holders of Series F Convertible
Preferred Stock will receive 0.0700 additional shares of Series F
Convertible Preferred Stock for each share held at the close of
business on the September 1, 2005 record date.  In addition,
holders will receive $0.5736 in cash for each share held at the
close of business on the record date as an interest payment on
these dividends.  These dividends cover the period April 15, 2004
to April 14, 2005.

The dividend due on October 15, 2005 will be payable on October
15, 2005 to holders of record at the close of business on
September 30, 2005.  Holders of shares of Series F Convertible
Preferred Stock will receive 0.0350 additional shares of Series F
Convertible Preferred Stock for each share held at the close of
business on the September 30, 2005 record date.  This dividend
covers the period April 15, 2005 to October 14, 2005.

The dividends have an annual rate of 7% of the $178.571 per share
liquidation preference value of the preferred stock.

Headquartered in Oklahoma City, Dobson Communications --  
http://www.dobson.net/-- provides wireless phone services to  
rural markets in the United States.  The Company owns wireless
operations in 16 states.

                        *     *     *

Moody's Investors Service and Standard & Poor's assigned junk
ratings to Dobson Communications':

   -- 8-7/8% senior notes due 2013; and
   -- 10-7/8% senior notes due 2010.


DOCTORS HOSPITAL: Wants Lease Decision Period Stretched to Nov. 4
-----------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas in Houston to extend, until Nov. 4,
2005, the time within which it can assume, assume and assign or
reject unexpired nonresidential real property leases.  The
Debtor's current period to decide on four remaining nonresidential
real property leases ends on Sept. 5, 2005.  

The Debtor tells the Court that the deadline for assuming or
rejecting its nonresidential real property leases must be extended
so it can evaluate the leases in relation to the results of the
Joint Commission on Accreditation of Healthcare Organizations'
resurvey.  The resurvey, conducted on August 17-19, 2005, gives
the Debtor an opportunity to become fully accredited again.

The Debtor further presented four factors that weigh in favor of
the proposed extension:

     a) one of the leases is integral to its operations since it
        pertains to the real property on which one of its two
        hospital facilities is located;

     b) an extension will allow an informed and meaningful
        decision that is consistent with a proposed plan of
        reorganization;
  
     b) time constraints particular to its chapter 11 proceedings
        have impaired its ability to give the leases the attention
        necessary to determine whether assumption or rejection is
        proper;

     c) it believes the respective lessors' interests are
        protected because there is a reasonable likelihood of a
        successful reorganization; and

     d) the lessors are not severely prejudiced because it is only
        seeking an additional 60-day extension.

The Court will consider the proposed extension at a hearing
scheduled at 3:30 p.m. on Aug. 31, 2005, in Houston, Texas.

A list of the Debtors remaining unexpired nonresidential real
property leases is available for free at:

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

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DOCTORS HOSPITAL: Wants Exclusive Period Stretched to Nov. 4.
-------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas in Houston for another extension of the
period within which it has the exclusive right to file a plan of
reorganization and disclosure statement.

The Debtor wants its exclusive plan filing period extended to
Nov. 4, 2005.  The Debtor also asks the Court to extend, until
Jan. 2, 2006, its exclusive period to solicit acceptances of that
plan.

The Debtor tells the Court that it cannot file a plan of
reorganization by the current Sept. 5, 2005 deadline because it
needs time after the Joint Commission of Accreditation of
Healthcare Organizations resurvey to discuss the terms of a
confirmable plan with GE HFS Holdings, Inc., and the Official
Committee of Unsecured Creditors.  

Joshua W. Wolfshohl, Esq., at Porter & Hedges, LLP, explains that
the JCAHO accreditation is an important component in the Debtor's
reorganization.  Non-accreditation could result in the termination
of at least one insurance provider agreement and trigger a full
certification survey by the Centers for Medicare and Medicaid
Services.  Failure to maintain certification with CMS would have a
dramatic impact on the Debtor's business, as approximately 80% of
its patient revenue is derived from Medicare and Medicaid, Mr.
Wolfshohl says.  The three-day JCAHO resurvey began on Aug. 17,
2005.

The Debtor adds that the extension will give it more time to
negotiate potential equity investments from several third parties.
The Debtor intends to include the terms of this equity infusion in
the plan of reorganization.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DORAL FINANCIAL: Mgt. Changes Cue Fitch to Hold Low-B Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Doral Financial
Corporation and its subsidiaries, and maintained the Rating Watch
Negative.  Doral's senior obligations are currently rated 'BB+',
and the short-term rating is 'B' by Fitch.  

The rating action is in response to Doral's announcement that its
executive management team has undergone significant change.
Through a combination of resignations and terminations made public
last Friday, Doral has replaced its chief executive officer, chief
financial officer, and treasurer, as well as its director
emeritus.

The changes in management were implemented in response to the
findings of a report by Latham & Watkins LLP.  Latham & Watkins
was hired in early 2005 as an independent counsel for Doral's
outside directors as part of the corrective action process to
resolve the issues raised by the need of Doral to restate its
financial statements.

The most important factor in Fitch's decision to affirm the
company's ratings at this time is the comfort that the named
replacements for the three management positions have the ability
and knowledge to lead Doral through the restatement process and
beyond.  The new treasurer and chief financial officer have been
actively involved in the restatement process and the
implementation of enhancements to Doral's risk management process.

Fitch has had ongoing dialogue with these individuals as part of
its own assessment of the progress made in the restatement
process.  Furthermore, Fitch believes that the departures of the
former management team members were not necessitated by new
findings that have not already been made public.  Fitch expects
that the timing, scope, and magnitude of the financial restatement
process remain unchanged.

The changes in executive management, while not a surprise, do
present near-term issues that could influence Doral's
creditworthiness.  The new management team must work to ensure
staff members are not overly distracted by the abrupt departure of
long-term members of Doral's management team.  Uncertainty at the
staff level could translate to loss of focus on some of the
important work being conducted as part of the restatement as well
as confusion among Doral's current and prospective customers that
seek clarification from employees on the future direction of the
company.

Fitch still anticipates resolving its Rating Watch status within
45 days.  It is expected that the financial restatement process
will be near completion within this time frame.  Unexpected delays
in the restatement process, expansion of the scope of transactions
being reviewed, or an increase in the size of the expected
restatement relative to previous indications, would be the most
likely factors that would place additional pressure on the
ratings.  Fitch will also be seeking information on business flow
at Doral in near-term to assess the influence of the management
changes on Doral's financial profile.

Fitch has affirmed these ratings and they remain on Rating Watch
Negative:

   Doral Financial Corporation

     -- Long-term issuer and senior unsecured at 'BB+';
     -- Short-term issuer and short-term notes at 'B';
     -- Individual at 'C/D';
     -- Preferred stock at 'BB-'.

   Doral Bank

     -- Long-term deposit obligations at 'BBB';
     -- Long-term issuer at 'BBB-';
     -- Short-term deposit obligations at 'F3';
     -- Short-term issuer at 'F3'
     -- Individual at 'C'.

These ratings are affirmed by Fitch:

   Doral Financial Corporation

     -- Support at '5'.

   Doral Bank

     -- Support at '5'.


EMERSON RADIO: Chairman Geoffrey Jurick to Sell Shares to Grande
----------------------------------------------------------------
Emerson Radio Corp.'s (AMEX:MSN) chairman and chief executive
officer, Geoffrey P. Jurick, has entered into an agreement to sell
10,000,000 of his Emerson shares to a subsidiary of The Grande
Holdings Limited, a Hong Kong-based group of companies engaged in
a number of businesses including the manufacture, sale, and
distribution of audio, video and other consumer electronics and
digital products.  The purchase price is $5.20 per share payable
in a combination of cash and a convertible debenture of Grande.  
The shares to be sold represent approximately 37 percent of
Emerson's outstanding shares.

In advising the company of his decision to enter into this
agreement, Mr. Jurick stated, "This agreement marks the successful
creation of a far reaching strategic alliance between two
companies combining substantial resources in manufacturing, brand
marketing and global distribution of a wide range of consumer
electronic products.  I am delighted to have taken steps to
diversify my personal assets while at the same time finding an
ideal strategic partner for Emerson.  Grande's strong presence in
the Far East, its manufacturing expertise, particularly for plasma
and LCD television sets and its commitment to building a first-
class worldwide electronics distribution network for branded
products should substantially enhance Emerson's business."

Mr. Jurick continued, "While I intend to remain actively involved
for the foreseeable future as a board member and in an advisory
capacity, I contemplate retiring as chairman and chief executive
officer upon the appointment of my successor by the board, which I
anticipate will occur within approximately the next 60 days.  I
have enjoyed greatly my 13 years as chief executive officer, but
hope now to be able to spend more time on family matters."

Closing of the transaction is expected to take place within 30
days and is subject to the satisfaction of a number of conditions.

                        Bank Waiver

Emerson intends to seek a waiver from its domestic lending banks
of a provision in its loan agreement providing that the sale of
these shares would constitute an event of default.  There are
presently $3.5 million of borrowings outstanding under Emerson's
$35 million line of credit.  The company expects to increase its
borrowings in the upcoming weeks to meet seasonal needs.

Headquartered in Parsippany, N.J., Emerson Radio Corp. (AMEX:MSN)
-- http://www.emersonradio.com/-- designs, markets and licenses,  
throughout the world, full lines of televisions and other video
products, microwaves, clocks, radios, audio and home theater
products.


EMMIS COMMS: Selling Three TV Stations to Journal for $235 Million
------------------------------------------------------------------
Emmis Communications Corporation (NASDAQ: EMMS) and  
Journal Communications (NYSE: JRN) signed an agreement wherein
Journal will acquire these television stations from Emmis:

   * WFTX-TV (Ch. 4, Fox affiliate) in Fort Myers, Fla.;

   * KMTV-TV (Ch. 3, CBS affiliate) in Omaha, Neb.; and

   * KGUN-TV (Ch. 9, ABC affiliate) in Tucson, Ariz.

The sale price for the three stations is $235 million.

The Blackstone Group served as a financial adviser to Emmis and
Wiley Rein & Fielding LLP as its legal counsel.  Banc of America
Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., Lehman Brothers and Merrill Lynch also assisted
the Company with respect to its television business.

The closing is subject to customary conditions, including approval
from the Federal Communications Commission and other regulatory
agencies.  Emmis expects to close the transaction before the end
of the year.

                          About Journal

Headquartered in Milwaukee, Wisconsin, Journal Communications,
Inc. -- http://www.journalcommunications.com/-- is diversified  
media and communications company with operations in publishing,
radio and television broadcasting, telecommunications and printing
services.  It publishes the Milwaukee Journal Sentinel, which
serves as the only major daily newspaper for the Milwaukee
metropolitan area, and more than 90 community newspapers and
shoppers in eight states.  It owns and operates 38 radio stations
and seven television stations in 11 states and operates an
additional television station under a local marketing agreement.
Through its telecommunications segment, it owns and operates a
regional fiber optic network in the upper Midwest, provide
integrated data communications solutions for small and mid-size
businesses and offer network transmission solutions for other
service providers.  It also provides a wide range of commercial
printing services -- including printing for publications,
professional journals and documentation material -- as well as
electronic publishing, kit assembly and fulfillment.  In addition,
it operates a direct marketing services business.

                           About Emmis

Emmis Communications -- http://www.emmis.com/-- is an  
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on May 26, 2005,   
Standard & Poor's Ratings Services assigned its 'B-' rating to  
Emmis Communications Corp.'s proposed $300 million senior   
unsecured floating-rate notes due 2012.  The rating was also   
placed on CreditWatch with negative implications.  Proceeds from   
the proposed transaction are expected to be used to fund share   
repurchases.

As reported in the Troubled Company Reporter on May 25, 2005,
Moody's Investors Service assigned B3 ratings to Emmis
Communications Corporation's proposed $300 million senior
unsecured floating rate note issuance, and placed the rating on
review for possible downgrade.  The proceeds of the transaction
and capacity under the existing revolving credit facility will be
used to finance the company's recently announced dutch auction
tender offer to repurchase up to 20 million or 39% of the
company's outstanding common stock (approximately $400 million in
aggregate).  Moody's also affirmed the company's SGL-3 liquidity
rating.


EMMIS COMMS: Selling Five TV Stations to LIN TV for $260 Million
----------------------------------------------------------------
Emmis Communications Corporation (NASDAQ: EMMS) and LIN TV Corp
(NYSE:TVL) signed an agreement wherein LIN will acquire these
television stations from Emmis:
   
   * WALA-TV (Ch. 10, Fox affiliate);

   * WBPG-TV (Ch. 55, WB affiliate) in Mobile, Ala./Pensacola,
     Fla.;

   * WTHI-TV (Ch. 10, CBS affiliate) in Terre Haute, Ind.;

   * WLUK-TV (Ch. 11, Fox affiliate) in Green Bay, Wis.; and

   * KRQE-TV (Ch. 13, CBS affiliate) in Albuquerque, New Mexico;
     plus

   * regional satellite stations.

The sale price for the five stations is $260 million.

The Blackstone Group served as a financial adviser to Emmis and
Wiley Rein & Fielding LLP as its legal counsel.  Banc of America
Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., Lehman Brothers and Merrill Lynch also assisted
the Company with respect to its television business.

The closing is subject to customary conditions, including approval
from the Federal Communications Commission and other regulatory
agencies.  Emmis expects to close the transaction before the end
of the year.

                          About LIN TV

LIN TV -- http://www.lintv.com/-- owns and operated 25 television  
stations in 14 mid-sized markets in the U.S. and Puerto Rico.  LIN
TV owns approximately 20% of KXAS-TV in Dallas, Texas and KNSD-TV
in San Diego, California through a joint venture with NBC, and is
a 50% non-voting investor in Banks Broadcasting, Inc., which owns
KWCV-TV in Wichita, Kansas and KNIN-TV in Boise, Idaho.   LIN TV
also is a one-third owner of WAND-TV, the ABC affiliate in
Decatur, Illinois, which it manages pursuant to a management
services agreement.  

                           About Emmis

Emmis Communications -- http://www.emmis.com/-- is an  
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on May 26, 2005,   
Standard & Poor's Ratings Services assigned its 'B-' rating to  
Emmis Communications Corp.'s proposed $300 million senior   
unsecured floating-rate notes due 2012.  The rating was also   
placed on CreditWatch with negative implications.  Proceeds from   
the proposed transaction are expected to be used to fund share   
repurchases.

As reported in the Troubled Company Reporter on May 25, 2005,
Moody's Investors Service assigned B3 ratings to Emmis
Communications Corporation's proposed $300 million senior
unsecured floating rate note issuance, and placed the rating on
review for possible downgrade.  The proceeds of the transaction
and capacity under the existing revolving credit facility will be
used to finance the company's recently announced dutch auction
tender offer to repurchase up to 20 million or 39% of the
company's outstanding common stock (approximately $400 million in
aggregate).  Moody's also affirmed the company's SGL-3 liquidity
rating.


EMMIS COMMS: Selling West Virginia TV Station to Gray for $186MM
----------------------------------------------------------------
Emmis Communications Corporation (NASDAQ: EMMS) and Gray
Television (NYSE: GTN; GTN.A) signed an agreement wherein Gray
will purchase WSAZ-TV (Ch. 3, NBC affiliate) in Huntington/
Charleston, West Virginia, for $186 million.

The Blackstone Group served as a financial adviser to Emmis and
Wiley Rein & Fielding LLP as its legal counsel.  Banc of America
Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., Lehman Brothers and Merrill Lynch also assisted
the Company with respect to its television business.

The closing is subject to customary conditions, including approval
from the Federal Communications Commission and other regulatory
agencies.  Emmis expects to close the transaction before the end
of the year.

                      About Gray Television

Gray Television, Inc. -- http://www.gray.tv/-- is a  
communications company headquartered in Atlanta, Georgia, and
prior to the closing of this transaction, owns 31 television
stations serving 27 television markets.  The stations include 16
CBS affiliates, eight NBC affiliates and seven ABC affiliates.
Gray Television, Inc., has 23 stations ranked #1 in local news
audience and 22 stations ranked #1 in overall audience within
their respective markets based on the average results of the 2004
Nielsen ratings reports.  The TV station group reaches
approximately 5.5% of total U.S. TV households.  Gray also owns
five daily newspapers, four in Georgia and one in Indiana.

                           About Emmis

Emmis Communications -- http://www.emmis.com/-- is an  
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on May 26, 2005,   
Standard & Poor's Ratings Services assigned its 'B-' rating to  
Emmis Communications Corp.'s proposed $300 million senior   
unsecured floating-rate notes due 2012.  The rating was also   
placed on CreditWatch with negative implications.  Proceeds from   
the proposed transaction are expected to be used to fund share   
repurchases.

As reported in the Troubled Company Reporter on May 25, 2005,
Moody's Investors Service assigned B3 ratings to Emmis
Communications Corporation's proposed $300 million senior
unsecured floating rate note issuance, and placed the rating on
review for possible downgrade.  The proceeds of the transaction
and capacity under the existing revolving credit facility will be
used to finance the company's recently announced dutch auction
tender offer to repurchase up to 20 million or 39% of the
company's outstanding common stock (approximately $400 million in
aggregate).  Moody's also affirmed the company's SGL-3 liquidity
rating.


E.SPIRE COMMS: Court Sets Admin. Claims Bar Date for September 16
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Sept. 16, 2005, as the deadline for creditors to
assert administrative claims pursuant to Section 503 of the U.S.
Bankruptcy Code against e.Spire Communications, Inc., and its
debtor-affiliates that arose between March 22, 2001, and Aug. 1,
2005.  

All requests for payment of chapter 11 administrative claims must
be timely filed with the Bankruptcy Court and served on the
Chapter 11 Trustee's counsel:

            John Daniel McLaughlin, Jr., Esq.
            Young Conaway Stargatt & Taylor, LLP
            1000 West Street, 17th Floor
            P.O. Box 391
            Wilmington, Delaware 19899
            Tel. No. 302-571-6634

Headquartered in Columbia, Maryland, e.Spire Communications is a
facilities-based integrated communications provider, offering
traditional local and long distance internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represent the Debtors in their
chapter 11 proceedings.  When the Debtors filed for protection
from their creditors, they listed $911.2 million in total assets
and $1.4 billion in total debts.

Gary F. Seitz, Esq., is the Court-appointed Chapter 11 Trustee in
the Debtors' bankruptcy proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.  


FALCON PRODUCTS: Wants to Sell Belding Property for $350,000
------------------------------------------------------------
Falcon Products, Inc. and its debtor-affiliates ask the Court for
permission to sell its 87,255 square foot facility located in
Belding, Michigan, to Van Kafsouni for $350,000.  The Debtors
request that the sale must close on or before September 15, 2005.

The Debtors further ask the Court to assume and assign the
property leased by Hunt Hoppough Custom Crafted Structures, Inc.  
Hunt Hoppough leased 40,000 square feet of the Belding Property
from July 1, 2004 through December 31, 2004, with two six month
renewal options. The Hunt Hoppough Lease is presently in its
second renewal term.

Currently, Hunt Hoppough is the only tenant of the Belding
Property, and the balance of the property remains vacant.  On  
July 20, 2005, Hunt Hoppough filed a chapter 11 petition (Bankr.
W.D. Mich. Case No. 05-10043, reported in the Troubled Company
Reporter on July 22, 2005).  Falcon is included on Hunt Hoppough's
"List Of 20 Largest Creditors."  According to the list, Hunt
Hoppough owes Falcon $28,999.98 as of July 20, 2005.  Hunt
Hoppough has neither assumed nor rejected the Hunt Hoppough Lease.

The Debtors propose to pay $32,545 for the real property tax owed
to Ionia County and the City of Belding.  Furthermore, the Debtors
ask the Court for approval to pay NAI/Realvesco Properties, Inc.,
their real estate broker, a commission of 7% of the gross sale
price of the Belding Property.  Realvesco has agreed to share that
7% commission with Mr. Kafsouni's broker, Don Oppenhuizen of G.W.
DeHaan Real Estate.

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


FEDERAL-MOGUL: Has Until Dec. 1 to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time within which Federal-Mogul Corporation and its debtor-
affiliates may elect to assume, assume and assign, or reject
non-residential real property leases through and including
December 1, 2005, pursuant to Section 365(d)(4) of the Bankruptcy
Code.

The extension will give the Debtors more time to implement their
long-term business plan and reorganize successfully while
preserving lessors' rights under the Bankruptcy Code.

The Debtors assured the Court it will continue to perform all of
their obligations in a timely fashion, including payment of
postpetition rent due.

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


FEMONE INC: Posts $762,794 Net Loss in Second Quarter 2005
----------------------------------------------------------
FemOne, Inc. (OTC Bulletin Board: FEMO), a publicly held Nevada
corporation, reported consolidated sales for the second quarter of
2005.

FemOne reported consolidated net sales of $1,867,076 for the three
months ended June 30, 2005, an increase of approximately 600%,
from $262,540 for the three months ended June 30, 2004.  
Consolidated net sales for the six months ended June 30, 2005
increased to $3,619,705 from $482,032 for the same period in 2004.  
The increase in sales in the 2005 periods of approximately 650% is
primarily attributed to the continued growth of FemOne's
technology division, BIOPRO Technology.

Gross profits for the three months ended June 30, 2005 increased
to $1,456,228 from $186,617 during the three months ended June 30,
2004.  The increase in gross profits of approximately 680% is
directly attributable to the overall increase in net sales in 2005
and increases in gross margins is primarily due to increased
profits from Direct Sales of approximately 640% attributed to the
growth in our BIOPRO Technology division in the U.S., Australia
and New Zealand.  Also contributing to the increase in gross
profits during the 2005 period are gross profits from Direct
Response Television Shopping of approximately $222,240 from our
subsidiary SRA Marketing.  Gross profits for the six months ended
June 30, 2005 increased to $2,762,549 from $349,805 over the same
period in 2004.

Consolidated net loss for the three months ended June 30, 2005,
was $762,794, compared to a consolidated net loss of $511,305 for
the three months ended June 30, 2004.  Consolidated net loss
attributable to stockholders for the six months ended June 30,
2005 was $2,051,041, compared to a consolidated net loss of
$1,099,182 for the same period in 2004.  The increase in net loss
in 2005 over 2004 was directly attributable to an increase in
expenses associated with the Company's expanded operations and
efforts to continue its business growth.  Included in the net loss
for the three and six month periods ended June 30, 2005 are
expenses of approximately $450,000 and $1,220,000, respectively,
representing non-cash amortization expense related to the
Company's convertible debt financing.

Operating expenses for the three months ended June 30, 2005 were
$1,732,128, compared to $680,060 for the same period in 2004.  
Operating expenses for the six months ended June 30, 2005 were
$3,576,020, compared to $1,419,396 for the same period in 2004.  
Operating expenses as a percentage of sales for the three and six
months ended June 30, 2005 decreased to 93% and 99%, respectively,
compared to 259% and 294%, respectively, in the 2004 periods.  The
significant decrease of operating expenses as a percentage of
sales has been predominantly a result of the 650% increase in
sales.  The increase in operating expenses in the 2005 periods was
the result of increases in commission expenses incurred on the
increased sales, as well as increases in promotion and marketing
expenses, and our expanded operations in Australia and New
Zealand.

Included in the Company's consolidated results for the three and
six months ended June 30, 2005 are revenues and expenses from its
two controlled subsidiaries, BIOPRO Australasia Pty, Ltd, which
operates the Company's direct sales effort in Australia and New
Zealand, and SRA Marketing, Inc., which is responsible for all
sales made over the Direct Response Shopping network.  Each of
these subsidiaries began their operations in the fourth quarter of
2004.  Revenues during the three and six months ended June 20,
2005, from BIOPRO Australasia Pty, Ltd., represented 25% and 26%,
respectively, of the Company's consolidated revenues for those
periods.  Revenues from SRA Marketing during the three and six
months ended June 30, 2005, represent 7% and 11%, respectively, of
the Company's consolidated revenues for those periods.

"We continue to see the rewards of our marketing efforts with our
significant revenue growth over prior periods," Ray W. Grimm, Jr.,
the Company's chief executive officer, said.  "We will continue to
focus our efforts on building our sales momentum, expanding our
market presence, and achieving profitability."

On June 30, 2005 the Company closed a round of financing where it
raised gross proceeds of $1,500,000 through the sale of 8%
convertible notes and warrants.

"We plan to use this funding to grow and expand our international
business and fund our continued operations," the Company said in
its quarterly report.  "Although, at this time, we do not
anticipate the need to raise additional funds during 2005, we may
need to raise additional funds in early 2006 to adequate working
capital for FemOne to continue to operate and pursue our expansion
and marketing plans.

"If we are unable to raise funds through contemplated sales of our
equity securities in private transactions exempt from registration
under applicable federal and state securities laws, we could be
forced to cease operations."

                     Going Concern Doubt

Peterson & Co., LLP, expressed substantial doubt about FemOne's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The auditing firm points to the Company's recurring losses
from operations since inception and its dependence on raising
additional capital.

FemOne, Inc. (OTC Bulletin Board: FEMO) -- http://www.femone.com/
-- based in Carlsbad, California is sales and marketing company
with distribution in the United States, Canada, Australia and New
Zealand.


GRAY TELEVISION: S&P Affirms B+ Long-Term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Gray
Television Inc. to stable from positive.  At the same time,
Standard & Poor's affirmed its existing ratings on the company,
including its 'B+' long-term corporate credit rating.  At June 30,
2005, the Atlanta, Georgia-based broadcaster had total debt,
including preferred stock, of $674.5 million.
     
"The outlook revision reflects our expectation that Gray's pending
$186 million acquisition of a CBS affiliate in Charleston, West
Virginia, and the spin-off of its small publishing and paging
operations will increase leverage and preclude the potential for a
rating upgrade in the near term," said Standard & Poor's credit
analyst Steve Wilkinson.
     
Standard & Poor's had stated that maintaining leverage at less
than 6x was a key input for an upgrade to 'BB-'.  If the West
Virginia acquisition is completely funded with debt, leverage
would increase to the mid-6x area on a trailing 12-month basis.
Leverage should also increase further in the second half of 2005
as a result of the off-year in the election cycle.  Pro forma for
the spin-off and a fully debt-financed purchase, leverage could
temporarily increase to the mid-7x area at year-end.
     
The stable outlook reflects S&P's expectation that the potential
spike in Gray's leverage to the mid-7x area will be temporary and
that leverage will decline to less than 6x in 2006, and be lower
at the end of 2007 than at the end of 2005.  

The outlook could be revised to negative:

   * if additional sizable debt-financed acquisitions or other
     actions further increase leverage;

   * if the company does not maintain an appropriate margin of
     compliance with its bank financial covenants; or

   * if the anticipated EBITDA and leverage improvements in 2006
     do not materialize.

The potential for the outlook to be revised back to positive,
which is unlikely in the near term, would require the company to
demonstrate that it will be able to reduce and sustain leverage of
less than 6x in future nonelection years.
     
The ratings on Gray continue to reflect:

   * its relatively high debt leverage;

   * the slow growth and somewhat cyclical nature of TV
     advertising; and

   * the potential for additional cash acquisitions, share
     repurchases, dividends, or other actions that may limit
     improvement of Gray's credit measures.

These risks are only partially offset by:

   * the strong market position of the company's
     major-network-affiliated TV stations;

   * its geographic and network cash flow diversity; and

   * the good margin and free cash flow potential of TV
     broadcasting.


GREEN THUMB: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Green Thumb of Indiana, L.L.C.
        9999 Baseline Road
        Avilla, Indiana 46710

Bankruptcy Case No.: 05-14171

Type of Business: The Debtor sells lawn and garden equipment.

Chapter 11 Petition Date: August 22, 2005

Court: Northern District of Indiana (Fort Wayne)

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, Indiana 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
United Industries Corp.                               $1,581,772
2150 Scheutz Road
Saint Louis, MO 63146

Conrad Fafard Inc.                                       $54,546
P.O. Box 790
Agawam, MA 01001

Sun Gro Horticulture Dist.                               $34,916
15831 Northeast 8th Street
Suite 100
Bellevue, WA 98008

PVP Industries Inc.                                      $19,845

Sam Pitulla                                              $12,000

Noble County Welding                                      $2,248

Stone-Street Quarries Inc.                                $1,702

Edward Ryan                   Rent                          $975

Complete Drives Inc.                                        $836

MacDonald Machinery Co.                                     $616

Vitran Express                                              $433

Avilla True Value Hardware                                  $377

Business Service Co. of                                     $287
America

Hanson Aggregates                                           $166

Tri-County Water Conditioning                                $69

Mittler Supply Inc.                                          $36


HAYES LEMMERZ: Citadel Limited Discloses 5.6% Equity Stake
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Matthew B. Hinerfeld, managing director and deputy
general counsel of Citadel Limited Partnership, discloses that
2,144,734 shares of Hayes Lemmerz International, Inc.'s Common
Stock may be deemed beneficially owned by:

    1. Citadel Limited Partnership,
    2. Citadel Investment Group, L.L.C.,
    3. Kenneth Griffin,
    4. Citadel Wellington LLC,
    5. Citadel Kensington Global Strategies Fund Ltd.,
    6. Citadel Equity Fund Ltd., and
    7. Wingate Capital Ltd.

The 2,144,734 shares represents 5.6% of Hayes Lemmerz's total
outstanding common stock as of July 24, 2005.

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

                         *     *     *

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

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

These specific rating actions were taken by Moody's:

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

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

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

   * $100 million revolving credit facility due June 2008;

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

   * Affirmation of the B1 senior implied rating;

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


HEARTLAND PARTNERS: Earns $613,000 of Net Income in Second Quarter
------------------------------------------------------------------
Heartland Partners, L.P. (Amex: HTL) reported unaudited results
for the fiscal quarter and six months ended June 30, 2005.

The Company reported net income for the quarter ended June 30,
2005 of $613,000 with property sales of $170,000 and a gain on
sale of buildings and improvements of $430,000.  The net income
will be allocated entirely to the Class B Limited Partner in
accordance with the terms of the Company's partnership agreement.

In comparison, operations for the quarter ended June 30, 2004
resulted in property sales of $749,000 and a net loss of
$1,357,000.  After allocations to the Class B Limited Partner and
General Partner pursuant to the terms of the Company's partnership
agreement, there was a net loss of $0.42 per Class A Unit for the
second quarter of 2004.

For the six months ended June 30, 2005, the Company reported a net
loss of $474,000 with property sales of $4,373,000 and a gain on
sale of buildings and improvements of $430,000.  For the six
months ended June 30, 2004, the Company had a net loss of $420,000
with property sales of $3,864,000.

Several factors contributed to the increase in operating results
for the second quarter of 2005 compared to the second quarter of
2004.

During the quarter ended June 30, 2005, there was a reduction of
the environmental reserve related to several sites and recovery of
environmental expenses from US Borax in connection with the
Company's Lite Yard property in Minneapolis, Minnesota.

During the quarter ended June 30, 2004, the Company increased the
environmental reserve for off-site costs related to its Lite Yard
property.

Also reflected in the results for the second quarter of 2005 is a
favorable settlement of a billing dispute with a vendor and
reductions in the Company's expenses from staff reductions and a
lower volume of transactions.  For the first six months of 2005
compared to the first six months of 2004, the reductions in the
environmental reserve and various expenses were offset by the high
cost of sales recognized in connection with the sale of Kinzie
Station II in 2005.  Sales in the first half of 2004 had higher
gross profit as a result.

Lawrence Adelson, CEO of the Company's operating partnership
commented, "During the past quarter, Heartland Partners made
significant progress towards unwinding its relationship with
Heartland Technology, Inc.  This will allow Heartland Partners to
move into the next phase of its wind up without any claim that
Heartland Technology is entitled to share in any future
distributions by virtue of its ownership of the Class B Interest
in Heartland
Partners."

"The Company substantially completed a major environmental clean
up at the Lite Yard site in Minneapolis, Minnesota, resolved a
billing dispute with one of its consultants for that project on
favorable terms, and on August 8, 2005, closed on the sale of the
property to a local developer.  The sale does not relieve the
Company of its obligation to complete the remediation.  The sales
of the two remaining parcels of land in the Kinzie Station
development in Chicago, Illinois are moving to closing, albeit
slowly, at $2.85 million each.  These are expected to close this
year."

Mr. Adelson continued, "There has been no significant progress
towards resolving our lawsuit for additional compensation for 143
acres taken by eminent domain by the Redevelopment Authority of
the City of Milwaukee or Edwin Jacobson's litigation with the
company for additional compensation from his employment agreement.  
If not settled, these matters are likely to be tried in the first
half of 2006.

"Two potentially large environmental matters are ongoing.  The
United States Environmental Protection Agency is conducting
testing and clean up of arsenic in residential yards near the Lite
Yard in Minneapolis, Minnesota.  USEPA has notified the Company
and US Borax as it considers them responsible for the costs.  At
Miles City, Montana, the Montana Department of Environmental
Quality has ordered an investigation of environmental conditions
at the Miles City Yard.  Trinity, the property's current owner,
has sued the Company.  The state court in Miles City, Montana has
ordered the Company to escrow $2.5 million against possible
liability while the investigation is being conducted and the
responsibilities of Trinity and the Company are sorted out.  The
amount of the Company's liability for these matters is not yet
clear."

Mr. Adelson added, "We expect to develop a program for the next
phase of wind up over the next few months.  Options being studied
include dissolution under state law and liquidation under federal
law.  The Company could also go private as an interim step, which
would require approval of unitholders."

"The objective of all of our activities is to generate cash and
resolve liabilities so that we can make cash distributions.  The
wide range of possible outcomes for the RACM litigation, the
Jacobson litigation, the Lite Yard off-site liabilities and the
Miles City Yard coupled with the fact that $2.5 million of the
Company's cash is restricted in connection with the Miles City
Yard case make it unlikely that there will be a cash distribution
in 2005," Mr. Adelson concluded.

Heartland Partners, L.P. is a Chicago-based real estate limited
partnership with properties primarily in the upper Midwest and
northern United States. CMC Heartland is a subsidiary of Heartland
Partners, L.P. and is the successor to the Milwaukee Road
Railroad, founded in 1847.

                           *     *     *

                        Going Concern Doubt

PricewaterhouseCoopers LLP audited Heartland Partners, L.P.'s
financial statements for the year ending December 31, 2004.  At
the conclusion of that engagement, PwC said a number of
uncertainties raise substantial doubt about Heartland's ability to
continue as a going concern.  PwC points to the company's
recurring operating losses and management's intention to sell the
Company's remaining assets and dissolve.  


HOLLINGER: Asking Court to Approve Appointment of Rattee to Board
-----------------------------------------------------------------
Hollinger Inc. will ask the Ontario Superior Court of Justice
tomorrow to approve the appointment of David Drinkwater and David
Rattee to the Hollinger Board of Directors.  Messrs. Rattee and
Drinkwater will join the recently appointed board comprised of
Randy Benson (the Chief Restructuring Officer), Stanley Beck,
Newton Glassman and Joseph Wright.

On the same day, Hollinger will also bring a motion before the
Court seeking an Order extending the time for calling the Annual
General Meeting of Hollinger shareholders to December 30, 2005.

Hollinger's principal asset is its approximately 66.8% voting and  
17.4% equity interest in Hollinger International, which is a  
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area  
and a portfolio of news media investments.  Hollinger also owns a  
portfolio of revenue-producing and other commercial real estate in  
Canada, including its head office building located at 10 Toronto  
Street, Toronto, Ontario.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HUSMANN-PEREZ: Judge Paskay Declines to Revive Chapter 11 Case
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 12 2005,
Husmann-Perez Family Ltd. Partnership, by and through its counsel,
Frederick T. Lowe, Esq., at Florida Law Group, L.L.C., asked the
Court to rehear and reconsider its order dismissing its chapter 11
case.

The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida denied the Motion for Rehearing or
Reconsideration filed by Husmann-Perez Family Ltd. Partnership.  
Judge Paskay entered the order denying the Motion on August 15,
2005.

Judge Paskay says that after considering the motion and the record
in the Debtor's chapter 11 proceeding there's no merit in the
request for reconsideration and the request to breathe life back
into the chapter 11 case is denied.  

The Court dismissed the Debtor's chapter 11 case on July 29, 2005,
with prejudice, after an emergency hearing on motions to dismiss
filed by secured creditor MJ Squared and the U.S. Trustee.

Mr. Lowe says that in contrast to the allegations mentioned by the
U.S. Trustee and MJ Squared in their separate requests, the truth
is that the Debtor's insurance coverage is still in force, its
electric bills have been paid and the monthly operating reports
have been filed with the Court.  The Debtor argues that it allayed
and debunked all of these charges at the emergency hearing.  The
Debtor is mystified why the Court chose to dismiss its chapter 11
case.

Headquartered in Dallas, Texas, Husmann-Perez Family Ltd.
Partnership owns a skating facility located in Ellenton, Florida.  
The Company filed for chapter 11 protection on March 29, 2005
(Bankr. M.D. Fla. Case No. 05-05774).  Frederick T. Lowe, Esq., at
Florida Law Group, L.L.C., represents the Debtor.  When the
Company filed for chapter 11 protection, it listed $10 million to
$50 million in assets and $1 million to $10 million in debts.

The case was dismissed on July 29, 2005.  The Debtor filed a
Motion for reconsideration.  An order denying the motion was
entered on August 15, 2005.  The
Debtor and its debtor-afiliate, J.P. Igloo Inc., filed new chapter
11 petitions on August 22, 2005 (Bankr. M.D. Fla. Case Nos. 05-
16614 and 05-16615).  The two cases were filed pro se.


HUSMANN-PEREZ: MJ Squared Wants Chapter 22 Petitions Dismissed
--------------------------------------------------------------
MJ Squared LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida to dismiss a second chapter 11 petition filed
by Husmann-Perez Family Ltd. Partnership and a chapter 11 petition
filed by its debtor-affiliate tenant J.P. Igloo, Inc.

MJ Squared tells the court that it is owed approximately $5.5
million by the Debtor and its debtor-affiliate, J.P. Igloo, Inc.  
MJ Squared holds mortgages on an ice skating rink owned by the
Debtor and leased by J.P. Igloo.

MJ Squared reminds the Court that during the first Chapter 11
case, it was granted relief from the automatic stay to conclude it
pending state court foreclosure action.

MJ Squared and the Office of the United States Trustee filed
motions to dismiss or convert the first Chapter 11 case.  On July
29, 2005, the Court dismissed the case "with prejudice" and said
that it will consider "appropriate award of sanctions if the
Debtor attempts to file another bankruptcy case."  The Debtor
subsequently filed a Motion for reconsideration and Judge Paskay
denied that Motion.  

MJ Squared discloses that after the dismissal of the first
bankruptcy case, a hearing on its motion for summary judgment in
the state court foreclosure action was scheduled on August 22,
2005.  In order to further slow the wheels of justice, MJ Squared
says, the Debtor filed fresh Chapter 11 cases on the morning of
August 22, 2005.  The new Chapter 11 filing was filed pro se.

MJ Squared tells the Court that because of the new Chapter 11
filing, the state court declined to go forward with the summary
judgment hearing.

MJ Squared says that the case was filed in bad faith for the sole
purpose of frustrating MJ Squared' efforts to obtain summary
judgment in the pending state court foreclosure action.  The
filing of the second petition has delayed MJ Squared's foreclosure
action without justification and has required them to incur
additional fees and costs.  

MJ Squared asks the Court to dismiss the new Chapter 11 case as a
bad faith filing and as a violation of the Court's dismissal
order.

MJ Squared also asks the Court to enter an award of sanctions
against the Debtor and Greg Richard, the individual that filed the
Chapter 11 petition.

                  JP Igloo Chapter 22 Filing

In a separate motion, MJ Squared also asks the Court to dismiss
the new Chapter 11 case by J.P. Igloo and enter an award of
sanctions for the same reasons given in the Husmann-Perez motion.

Headquartered in Dallas, Texas, Husmann-Perez Family Ltd.
Partnership owns a skating facility located in Ellenton, Florida.  
The Company filed for chapter 11 protection on March 29, 2005
(Bankr. M.D. Fla. Case No. 05-05774).  Frederick T. Lowe, Esq., at
Florida Law Group, L.L.C., represented the Debtor in that
proceeding.  When the Company filed for chapter 11 protection, it
listed $10 million to $50 million in assets and $1 million to $10
million in debts.

The case was dismissed on July 29, 2005.  The Debtor filed a
Motion for reconsideration.  An order denying the motion was
entered on August 15, 2005.  The Debtor and its debtor-affiliate,
J.P. Igloo Inc., filed new chapter 11 petitions on August 22, 2005
(Bankr. M.D. Fla. Case Nos. 05-16614 and 05-16615).  The two new
cases were filed pro se.


ICG COMMS: Wants Until Dec. 1 to Object to Proofs of Claim
----------------------------------------------------------          
ICG Communications, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the deadline by which they can object to proofs of claims filed
against their estates.

The Court confirmed the Debtors' Second Amended Joint Plan of
Reorganization on Oct. 9, 2002, and the Plan took effect on
Oct. 10, 2002.

On Aug. 3, 2004, the Creditor Trust was formed pursuant to the
Creditor Trust Agreement for the benefit of all Allowed Class H-4
Claims holders and Allowed Class S-4 Claims holders.

On Oct. 18, 2004, pursuant to a Merger Agreement dated July 19,
2004, MCCC ICG Holdings LLC, MCCC Merger Corp., and ICG
Communications merged to form ICG Communications, Inc.

Pursuant to Section 9.1 of the Amended Plan, the Reorganized
Debtors are responsible for administering, disputing, objecting
to, compromising or resolving and making distributions on account
of claims filed against the Debtors.

The Reorganized Debtors explain that approximately 3,000 claims
have been filed in their chapter 11 cases.  To date, the
Reorganized Debtors have resolved all but 36 disputed claims,
which have neither been allowed as filed, withdrawn, nor objected
to.  The disputed claims are held by eight claimholders.

The Reorganized Debtors give the Court three reasons in support of
the extension:

   a) the requested extension will give them more opportunity to
      file additional objections and to continue to resolve
      disputed claims for which settlement negotiations are
      ongoing between them and the claims holders;

   b) once the disputed claims are resolved during the duration of
      the requested extension, the Creditor Trust can make a final
      distribution of the consideration that it received from the
      Merger Agreement to the holders of newly Allowed and
      previously Allowed Claims in Classes H-4 and S-4; and

   c) the requested extension is not a delaying tactic on their
      part to prejudice the creditors but a valid request to avoid
      the inadvertent allowance of objectionable claims that could
      detriment all other creditors.

ICG Communications, Inc. -- http://www.icgcomm.com/-- is a   
business communications company that specializes in converged
voice and data services.  ICG has a national footprint and
extensive metropolitan fiber serving 24 markets.  ICG products and
services include voice and Internet Protocol (IP) solutions
including VoicePipeT, voice services, dedicated Internet access
(DIA) and private line transport services.  ICG provides corporate
customers and other carriers with flexible and reliable solutions.  
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 14, 2000 (Bankr. D. Del. Case Nos. 00-04238
through 00-04263).  David S. Kurtz, Esq., and Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher & Flom L.L.P., represents
the Debtors.  As of Sept. 30, 2000, the Debtors had total assets
of $2,789,927,050 and total debts of $2,809,795,436.  The Court
confirmed the Debtors' Second Amended Joint Plan of Reorganization
on Oct. 9, 2002, and the Plan took effect on Oct. 10, 2002.


INTERPLAY ENTERTAINMENT: Debts Exceed Assets by $16.95M at June 30
------------------------------------------------------------------  
Interplay Entertainment Corp. disclosed its operational results
for the quarter ended June 30, 2005, to the Securities and
Exchange Commission.
  
Net revenues for the three months ended June 30, 2005, were
$.5 million, a decrease of 85% compared to the same period in
2004.  This decrease resulted from a 97% decrease in North America
net revenues, a 95% decrease in OEM, royalties and licensing
revenues and a 75% decrease in international net revenues.

Net revenues for the six months ended June 30, 2005, were
$1.3 million, a decrease of 89% compared to the same period in
2004.  This decrease resulted from a 93% decrease in North America
net revenues and a 92% decrease in OEM, Royalty and licensing
revenues and an 88% decrease in International net revenues.

North America net revenues for the three months ended
June 30, 2005, were $.01 million, a decrease of 97% compared to
the same period in 2004.  The decrease in North America net
revenues in 2005 was mainly due to delivering no product gold
master and catalog sales eroding with time, resulting in a
decrease in North America sales of $.32 million.

North America net revenues for the six months ended June 30, 2005,
were $.05 million a decrease of 93% compared to the same period in
2004.  The decrease in North America net revenues in 2005 was
mainly due to delivering no product gold masters in 2005 and
catalog sales eroding with time, resulting in a decrease in North
America sales of $.64 million.

International net revenues for the three months ended June 30,
2005, were $0.4 million, a 75% decrease compared to the same
period in 2004.  The decrease in International net revenues for
the three months ended June 30, 2005 was mainly due to releasing
two new titles in the 2004 period as compared to zero in the 2005
period.  Overall, the Company had a $1.2 million decrease in net
revenue compared to the 2004 period.

International net revenues for the six months ended June 30, 2005,
were $1.1 million, an 88% decrease compared to the same period in
2004.  The decrease in International net revenues for the six
months ended June 30, 2005, was mainly due to releasing BALDUR'S
GATE: DARK ALLIANCE II and FALLOUT: BROTHERHOOD OF STEEL in Europe
during the first six months of 2004 compared to no new title in
2005.

OEM, royalty and licensing net revenues for the three months ended
June 30, 2005, were $0.05 million, a decrease of 95% compared to
the same period in 2004.

OEM, royalty and licensing net revenues for the six months ended
June 30, 2005, were $0.1 million, a decrease of 92% compared to
the same period in 2004.

PC net revenues for the three months ended June 30, 2005, were
$0.14 million, a decrease of 54% compared to the same period in
2004.  The decrease in PC net revenues in 2005 was primarily due
to lower back catalog sales.  Video game console net revenues were
$0.27 million, a decrease of 83% for the three months ended
June 30, 2005, compared to the same period in 2004, mainly due to
lower back catalog sales

PC net revenues for the six months ended June 30, 2005, were
$0.34 million, a decrease of 32% compared to the same period in
2004.   The decrease in PC net revenues in the six months ended
June 30, 2005, was primarily due to lower back catalog sales.  
Video Game console net revenues were $.8 million, a decrease of
91% for the six months ended June 30, 2005, compared to the same
period in 2004.

           Cost of Goods Sold and Gross Profit Margin

Cost of goods sold related to PC and video game console net
revenues represents the manufacturing and related costs of
interactive entertainment software products, including costs of
media, manuals, duplication, packaging materials, assembly,
freight and royalties paid to developers, licensors and hardware
manufacturers.  For sales of titles under the new 2002
distribution arrangement with Vivendi, our cost of goods consists
of royalties paid to developers.  Cost of goods sold related to
royalty-based net revenues primarily represents third party
licensing fees and royalties paid by the Company.  Typically, cost
of goods sold as a percentage of net revenues for video game
console products is higher than cost of goods sold as a percentage
of net revenues for PC based products due to the relatively higher
manufacturing and royalty costs associated with video game console
and affiliate label products.  The Company also included in the
cost of goods sold the amortization of prepaid royalty and license
fees paid to third party software developers.  The Company's
expense prepaid royalties over a period of six months commencing
with the initial shipment of the title at a rate based upon the
number of units shipped.  The Company evaluates the likelihood of
future realization of prepaid royalties and license fees   
quarterly, on a product-by-product basis, and charge the cost of
goods sold for any amounts that the Company deems unlikely to
realize through future product sales.

The Company's cost of goods sold decreased 22 points to
0.096 million in the three months ended June 30, 2005, compared to
the same period in 2004.  The decrease was due to lower shipments.

The Company's cost of goods sold decreased 35 points to
$0.267 million in the six months ended June 30, 2005, compared to
the same period in 2004.

The Company's gross margin increased to 79% for the three months
ended June 30, 2005, from 57% in the comparable period in 2004.

The Company's gross margin increased to 79% for the six months
ended June 30, 2005 period from 44% in the comparable 2004 period.

                       Marketing and Sales

Marketing and sales expenses primarily consist of advertising and
retail marketing support, sales commissions, marketing and sales
personnel, customer support services and other related operating
expenses.  Marketing and sales expenses for the three months ended
June 30, 2005, were $.4 million, an 89% decrease as compared to
the 2004 period.  Marketing and sales expenses for the six months
ended June 30, 2005, were $0.139 million a 90% decreased as
compared to the same period during 2004.  The decrease for the
three months and six months ended June 30, 2005 as compared to the
same period in 2004 is due primarily to no new title being
released in 2005.

                   General and Administrative

General and administrative expenses primarily consist of
administrative personnel expenses, facilities costs, professional
fees, bad debt expenses and other related operating expenses.  
General and administrative expenses for the three months ended
June 30, 2005, were $.606 million, a 48% decrease as compared to
the same period in 2004.  The decrease is mainly due to decreases
in personnel costs and general expenses.  General and
administrative expenses for the six months ended June 30, 2005,
were $1.3 million a 46% decrease as compared to the same period in
2004. The decrease is mainly due to decreases in personnel costs
and general expenses as a result of a reduction in administrative
personnel during 2005.

                       Product Development

Product development expenses for the three months ended
June 30, 2005, were $.07 million, a 95% decrease as compared to
the same period in 2004.  This decrease is due to a virtual
suspension in product development personnel costs and general
expenses during the quarter.  Product development expenses for the
six months ended June 30, 2005, were $.15 million, a 96% decrease
as compared to the same period in 2004.  The decrease is mainly
due to a $3.3 million decrease in personnel costs and general
expenses as a result of a reduction in product development
personnel during 2005.

                   Other Income/Expenses, Net

Other income consists primarily of a settlement and a release of
accrued royalty obligations in the amount of $0.92 million,
recovery of bad debt in the amount of $0.05 million, foreign
currency exchange transactions gains and losses interest
expense on debt.  Other income for the three months ended was
$0.97 million as compared to expenses of $0.676 million expenses
in the same period in 2004.  The change is attributable to a
settlement in 2005 compared to the write down of the Avalon
accounts receivable in 2004.

A full-text copy of Interplay Entertainment's Quarterly Report is
available for free at http://ResearchArchives.com/t/s?f6

Interplay Entertainment Corp. develops and publishes interactive
entertainment software for both core gamers and the mass market.

As of June 30, 2005, Interplay Entertainment's balance sheet
reflected a $16,953,000 stockholders' deficit compared to a
$17,362,000 deficit at Dec. 31, 2004.


INTERPLAY ENT: May File for Bankruptcy Due to Liquidity Woes
------------------------------------------------------------
Interplay Entertainment Corp. is considering the liquidation of
its assets or the filing of a bankruptcy petition if it cannot
receive additional financing to pay off its current liabilities.

As of June 30, 2005, the Company's balance sheet shows a
$17 million working capital deficit, with a $30,000 cash balance.  
The Company currently has no cash reserves and is unable to pay
current liabilities.  

The Company has operated without a credit facility since October
2001.  The Company continues to face difficulties in paying its
vendors, and employees, and has pending lawsuits against it as a
result of its continuing cash flow difficulties.  The Company
expects these difficulties to continue during 2005.

                          Unpaid Rent

On April 16, 2004, Arden Realty, the Company's landlord, filed an
unlawful detainer action against the Company, alleging unpaid rent
of approximately $432,000.  The Company was unable to pay its
rent, and vacated the office space during the month of June 2004.
On June 3, 2004, the Landlord obtained a judgment of approximately
$588,000 exclusive of interest.  The Company also owed an
additional $148,000 on a prior settlement with the Landlord.  The
Company negotiated a forbearance agreement whereby Arden has
agreed to accept payments commencing in January 2005 in the amount
of $60,000 per month until the full amount is paid.  The Company
is currently in default of this agreement.

                Delinquent Payroll Taxes & Penalties

The Company received notice from the Internal Revenue Service that
it owes $117,000 in payroll tax penalties for late payment of
payroll taxes in the 3rd and 4th quarters of 2003 and the 1st and
2nd quarters of 2004.  The amount has been accrued at Dec. 31,
2004.  An additional notice was received for the tax year ending
2003 regarding the reconciliation of 2003 payroll tax returns and
a potential increase in taxes of $45,479.  The Company has
received notice from the California Employment Development
Department that it owes payroll taxes and penalties of around
$101,000.  The Company has received notice from the State Board of
Equalization that it owes approximately $64,000 in State Use Tax.
The Company also received notice from the Orange County Treasurer
that it owes approximately $28,000 in property taxes.  Such
amounts have been accrued at June 30, 2005.

                       Employee Obligations

The Company is unable to meet certain 2004 payroll obligations to
its employees.  As a result, several employees filed claims with
the State of California Labor Board.   The Labor Board has fined
the Company approximately  $10,000 for failure to meet its payroll
obligations and set trial dates for August 2005.

Since the Company is having difficulty meeting its payroll
obligations on a timely basis to its employees, a large number of
its employees stopped reporting to work in late May and early
June 2004.  The Company was subsequently evicted from its building
at 16815 Von Karman Avenue in Irvine, California in mid June 2004.
The Company had a core group of approximately 5 employees on
payroll on June 30, 2005.  All employees have not been paid for
the period August through December 31, 2004.  Since The Company
has been unable to pay the employees, it has continuing liability
to them.

                     Workers' Comp Problems

The Company's property, general liability, auto, fiduciary
liability, workers compensation, directors and officers, and
employment practices liability insurance policies, have been
cancelled.  The Company obtained a new workers' compensation
insurance policy.  The Labor Board fined us approximately  $79,000
for not having worker's compensation coverage for a period of
time.  The Company's health insurance was also cancelled but was
subsequently reinstated.  The Company is appealing the Labor Board
fines.

Interplay Entertainment Corp. develops and publishes interactive
entertainment software for both core gamers and the mass market.

As of June 30, 2005, Interplay Entertainment's balance sheet
reflected a $16,953,000 stockholders' deficit compared to a
$17,362,000 deficit at Dec. 31, 2004.


KAISER ALUMINUM: Insurers Prepare to Battle with Asbestos Trust
---------------------------------------------------------------
According to Kaiser Aluminum Corporation and its debtor-
affiliates, one of the significant events that led to the filing
of their bankruptcy cases was the existence of more than 100,000
asbestos-related lawsuits filed against them, as well as a
significant number of non-asbestos tort claims including the
"Channeled Personal Injury Claims," as defined in the Remaining
Debtors' Plan of Reorganization.

Karl Hill, Esq., at Sietz, Van Ogtrop & Green P.A., in
Wilmington, Delaware, relates that for more than five years,
Kaiser Aluminum & Chemical Corporation and certain insurers have
been involved in a lawsuit pending in a California state court.
The Lawsuit pertains to over $1,000,000,000 in aggregate insurance
coverage available for asbestos and other pending claims against
KACC.

The Insurers include:

   * Affiliated FM Insurance Company;
   * AIU Insurance Company;
   * Allstate Insurance Company;
   * Associated International Insurance Company;
   * Columbia Casualty Insurance Company;
   * Continental Insurance Company;
   * Employers Mutual Casualty Company;
   * Evanston Insurance Company;
   * Federal Insurance Company;
   * First State Insurance Company;
   * Granite State Insurance Company;
   * Harbor Insurance Company;
   * Hartford Accident and Indemnity Company;
   * Hudson Insurance Company;
   * Insurance Company of the State of Pennsylvania;
   * Landmark Insurance Company;
   * Lexington Insurance Company;
   * National Union Fire Insurance Company of Pittsburgh,
     Pennsylvania;
   * New England Reinsurance Corporation;
   * New Hampshire Insurance Company;
   * Nutmeg Insurance Company; and
   * Transcontinental Insurance Company.

Mr. Hill recounts that one of the Plan's main components is the
Debtors' proposal to create five trusts governed by at least nine
different agreements, under which:

   (a) the Channeled Personal Injury Claims will be channeled to
       one of the Trusts; and

   (b) certain assets of the Debtors known as the "PI Trust
       Assets" will be transferred to the Trusts, which will
       manage and distribute those assets to pay the Channeled
       Personal Injury Claims.

Under the Plan, the Trusts will:

   -- assume all of the Channeled Personal Injury Claims;

   -- preserve, hold, manage and maximize the Trusts' assets
      for use in satisfying the Channeled Personal Injury Claims
      and Trust expenses;

   -- direct the processing, liquidation and payment of the
      Channeled Personal Injury Claims in accordance with certain
      Distribution Procedures; and

   -- otherwise comply in all respects with the requirements of
      a trust under Section 524(g)(2)(B) of the Bankruptcy Code
      Code with respect to the Asbestos Personal Injury Claims
      only.

However, Mr. Hill notes that none of the Trust Documents that are
fundamental to the Plan have been filed with the U.S. Bankruptcy
Court for the District of Delaware or distributed to parties-in-
interest.

Mr. Hill reminds Judge Fitzgerald that the Remaining Debtors
proposed to fix the deadline for the objection to their Plan
Confirmation on October 21, 2005, and the confirmation hearing on
November 15, 2005.

Under these circumstances, it is premature to set litigation
deadlines -- especially when they relate to undisclosed key
documents, Mr. Hill says.

Mr. Hill points out that those circumstances are unfair on the
part of the Insurers since it is their policies that the Plan
purports to assign to the Trusts to fund the payment of the
Channeled Personal Injury Claims.

There may be a need to take discovery, however, without having
seen the Trust Documents, Allstate Insurance and the other
Insurers cannot know the extent of discovery needed, Mr. Hill
notes.

Furthermore, Mr. Hill argues that the Plan includes a misleadingly
titled "Insurance Neutrality" provision that is in no sense
"neutral" because, among other things, it expressly asks the Court
to rule against Allstate Insurance and the other Insurers on a
critical state-law coverage issue -- the Insurance Assignment
Finding.  The Insurers believe that the Insurance Assignment
sought by the Plan, absent a consent, violates the terms of their
policies and applicable law, and, therefore, they intend to oppose
that assignment.

Accordingly, Allstate Insurance and the other Insurers ask Judge
Fitzgerald to deny the Remaining Debtors' proposed schedules, or
in the alternative, continue to a date after which the Trust
Documents have been filed with the Court and that the parties-in-
interest have been given at least 25 days to review the documents.

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)


KEY ENERGY: Names J. Marshall Dodson as Chief Accounting Officer
----------------------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) welcomes
J. Marshall Dodson as the Company's Vice President and Chief
Accounting Officer.  Mr. Dodson reports to Bill Austin, Chief
Financial Officer.  Mr. Dodson brings thirteen years of
experience, having served most recently as Managing Director and
Controller, Dynegy Generation for Dynegy Inc.  Prior to joining
Dynegy, Mr. Dodson spent approximately ten years with Arthur
Andersen LLP in Houston, Texas.  Mr. Dodson is a Certified Public
Accountant and is a graduate of the University of Texas at Austin.
Mr. Dodson will be based in Houston, Texas.

                    Financial Restatements

As previously reported, Key Energy Services, Inc. received a
notice of default from the holders of its 6-3/8% senior notes
and 8-3/8% senior notes on June 7, 2005.  The action came after
the Company failed to file its Annual Report on Form 10-K for the
year ended Dec. 31, 2003, by the May 31, 2005 deadline.

Under the terms of the notice, the Company had until Aug. 6, 2005,  
to cure the default by filing its 2003 Annual Report.  As a result  
of the Company's failure to file its Form 10-K, the noteholders  
have the right to accelerate the notes at any time.  As of  
Aug. 17, 2005, Key Energy said it has not received any notice of  
acceleration from the noteholders or the trustee.  On July 29,  
2005, the Company entered into a new credit facility which  
provides the Company with the ability to repay the senior notes,  
if necessary.

Key Energy Services, Inc. is the world's largest rig-based well
service company.  The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services.  The Company has
operations in all major onshore oil and gas producing regions of
the continental United States and internationally in Argentina.

                        *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,  
Standard & Poor's Ratings Services revised the CreditWatch  
implications on its 'B-' corporate credit rating on Key Energy  
Services Inc. to developing from negative.  

Houston, Texas-based Key has about $450 million of total debt  
outstanding as of June 8, 2005.  

As reported in the Troubled Company Reporter on June 17, 2005,  
Moody's Investors Service continues to leave Key Energy Services'
ratings on review for downgrade pending the filing of its 2003,
2004 and 2005 financial statements.  Though receiving a notice of
default on June 7, 2005, from the trustees on behalf of both the
6.375% and the 8.375% noteholders, Moody's is currently not taking
any ratings action as the company has procured a commitment for a
new financing package from Lehman Brothers which, combined with
the company's cash balances, appears sufficient to refinance
essentially all of Key's existing debt.

The notice of default stems from the company not meeting its
recent waiver from the bondholders and bank lenders to file its
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,
the company now has 60 days to cure the default (by August 5,
2005, at which time the trustee or 25% of each class of
noteholders will have the right to accelerate each series of
notes.

However, the company announced on June 1, 2005 that it had
received a commitment from Lehman Brothers to provide $550 million
in loan facilities in the event it elects to refinance its
existing bank debt and/or senior notes.  The facilities are
comprised of a $400 million term loan, a $65 million revolving
credit facility, and an $85 million Letter of Credit facility.
The commitment expires December 31, 2005 and is subject to pre-
funding conditions such as meeting a trailing twelve month EBITDA
test of $175 million and that no new material developments
transpire that have not been already disclosed.  These facilities,
together with the more than $100 million of cash on hand, gives
the company the capacity to refinance all of the existing debt.
In the meantime, the cash is more than sufficient to cover ongoing
operating needs and coupon payments.

These ratings for Key remain under review for downgrade:

     1) B1 -- Key's senior implied rating
     2) B2 -- Key's senior unsecured issuer rating
     3) B1 -- $150 million 6.375% Sen. Unsec. notes due 2013
     4) B1 -- $175 million 8.375% Sen. Unsec. notes due 2008
     5) B1 -- $100 million add-on to 8.375% Sen. Unsec notes, due  
              2008.  

KMART CORP: SEC Charges Chuck Conway & John McDonald with Fraud
---------------------------------------------------------------
The Securities and Exchange Commission filed charges yesterday
against two former top Kmart executives for misleading investors
about Kmart's financial condition in the months preceding the
company's bankruptcy.  According to the Commission's complaint,
former Chief Executive Officer Charles C. Conaway and former Chief
Financial Officer John T. McDonald are responsible for materially
false and misleading disclosure about the company's liquidity and
related matters in the Management's Discussion and Analysis (MD&A)
section of Kmart's Form 10-Q for the third quarter and nine months
ended October 31, 2001, and in an earnings conference call with
analysts and investors.

Linda Chatman Thomsen, Director of the Division of Enforcement,
said, "The SEC has repeatedly emphasized the important role MD&A
disclosure is intended to play in giving shareholders the ability
to examine a corporation 'through the eyes of management.' Kmart
senior management deprived its shareholders of that opportunity."

Peter H. Bresnan, an Associate Director in the Division of
Enforcement, stated, "Investors are entitled to both accurate
financial data and an accurate description of the story behind the
numbers. Kmart's senior management failed to honestly inform
investors that Kmart faced a liquidity crisis in the third quarter
of 2001, how the company's own ill-advised action had caused the
problem and what steps management took to respond to it."

The Commission alleges that, in the MD&A section, Messrs. Conaway
and McDonald failed to disclose the reasons for a massive
inventory overbuy in the summer of 2001 and the impact it had on
the company's liquidity.  For example, the MD&A disclosure
attributed increases in inventory to "seasonal inventory
fluctuations and actions taken to improve our overall in-stock
position."  The Commission alleges that this disclosure was
materially misleading because, in reality, a significant portion
of the inventory buildup was caused by a Kmart officer's reckless
and unilateral purchase of $850 million of excess inventory.
According to the complaint, the defendants dealt with Kmart's
liquidity problems by slowing down payments owed vendors, thereby
withholding $570 million from them by the end of the third
quarter.  According to the complaint, Messrs. Conaway and McDonald
lied about why vendors were not being paid on time and
misrepresented the impact that Kmart's liquidity problems had on
the company's relationship with its vendors, many of whom stopped
shipping product to Kmart during the fall of 2001.  Kmart filed
for bankruptcy on Jan. 22, 2002.

The Commission's complaint, which was filed in the United States
District Court for the Eastern District of Michigan, charges
Conaway and McDonald with violating Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
aiding and abetting violations of Sections 10(b) and 13(a) of the
Exchange Act and Rules 10b-5, 13a-13, and 12b-20 thereunder by
Kmart, and seeks as relief permanent injunctions, disgorgement
with prejudgment interest, civil penalties and officer and
director bars.  The proceeding is captioned Securities and
Exchange Commission v. Charles C. Conaway and John T. McDonald,
Jr. (Dist. E.D. Mich. Case No. 05 Civ. 40263) (P. Gadola, J.).  
A full-text copy of the complaint is available at no charge at:

     http://www.sec.gov/litigation/complaints/comp19344.pdf

The Commission acknowledged the assistance of the United States
Attorney's Office for the Eastern District of Michigan and the
Federal Bureau of Investigation.  The SEC says its Kmart-related
investigation is continuing.


KMART CORP: Files Status Report on Remaining Avoidance Actions
--------------------------------------------------------------
Pursuant to the U.S. Bankruptcy Court for the Northern District of
Illinois' Case Management Order, dated May 6, 2004, Kmart
Corporation identified nine defendants who filed requests to
dismiss the adversary complaints, which have general applicability
to all or many other defendants.  Six of the Nine Defendants'
cases have been dismissed:

   Defendant                   Case No.     Status
   ---------                   --------     ------
   Chicago Sun-Times           04-02038     Dismissed
   Washington Post Company     04-00121     Dismissed
   Great Lakes Media           04-00118     Dismissed
   Consumer Communications
      Services, Inc.           04-02055     Dismissed
   Quad Graphics               04-00086     Pending
   Ogden Newspaper Group       04-00158     Pending
   Marigold Foods, LLC         04-01898     Pending
   Dean Foods Company          04-00082     Dismissed
   Vertis, Inc.                04-00099     Dismissed

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that other
defendants to avoidance actions filed or otherwise joined in one
or more of the Nine Defendants' dismissal motions.

The dismissal of the cases against any of the Nine Defendants does
not affect any other defendants that joined the Dismissal Motions.  
Mr. Barrett explains that, under the Case Management Order, the
filing of a joinder to a dismissal motion in the critical vendor
adversary proceedings is deemed the same as filing an independent
motion to dismiss.

A copy of the pending cases is available for free at:

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

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: Settles Dispute Over Winder Corners' Claim for $590K
----------------------------------------------------------------
Winder Corners Associates, L.P., and Kmart Corporation inform the
U.S. Bankruptcy Court for the Northern District of Illinois that
they have resolved their dispute in relation to the lease of Store
No. 7595 located in Winder, Georgia.  

Pursuant to a stipulation approved by Judge Sonderby, Winder
Corners will have an allowed Class 5 lease rejection claim for
$579,921, which will be satisfied in accordance with the Plan.
Winder Corners will also have an allowed administrative expense
claim for $10,937, which will be paid in good funds.

In addition, Winder Corners is forever barred from asserting,
collecting, or seeking to collect any other claims or amounts with
respect to the Lease.

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)


KNOWLES ELECTRONICS: S&P Puts B- Corporate Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Itasca,
Illinois-based Knowles Electronics Holdings Inc., including its
'B-' corporate credit rating, on CreditWatch with positive
implications.  Standard & Poor's ratings on Dover Corp., including
its 'A+' corporate credit rating, concurrently were downgraded to
A/Stable/A-1 from A+/Stable/A-1.  These actions follow the
announcement that Dover will purchase Knowles Electronics for $750
million.
      
"The CreditWatch positive listing reflects Dover's stronger credit
quality," said Standard & Poor's credit analyst Ben Bubeck.  "We
will monitor progress of the acquisition, and will determine the
appropriate ratings actions, based upon the degree of explicit or
implicit support Dover provides to Knowles outstanding debt
obligations," he continued.

In the event that Knowles' existing debt is refinanced, the
ratings on Knowles will be withdrawn.  As of June 2005, Knowles
had approximately $322 million of funded debt, in addition to
approximately $328 million of mandatorily redeemable preferred
stock.


MAIN ELECTRIC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Main Electric Supply & Contracting, Inc.
        65 Tener Street
        Luzerne, Pennsylvania 18709

Bankruptcy Case No.: 05-54401

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: August 22, 2005

Court: Middle District of Pennsylvania (Wilkes-Barre)

Debtor's Counsel: David J. Harris, Esq.
                  15 Public Square, Suite 310
                  Wilkes-Barre, Pennsylvania 18701
                  Tel: (570) 823-9400
                  Fax: (570) 820-9600

Estimated Assets: $126,600

Estimated Debts:  $496,800

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Luzerne National Bank         Busines and truck loan    $158,000
Attn: George McCollough       Value of security:
118 Main Street               $12,000
Luzerne, PA 18709

Internal Revenue Service      Federal Employment        $150,000
Special Procedures Branch     Taxes
P.O. Box 12051
Philadelphia, PA 19105

Local 163                     Retirement Funds           $80,000
IBEW
1269 san Souci Parkway
Wilkes-Barre, PA 18706

Gray Bar                      Material supplied          $38,000

PA Department of Revenue      State employment taxes     $20,000

Don Wilkinson                 Local income taxes         $18,000

PA Department of Labor &      State employment taxes     $10,000
Industry

Kato Light                    Generator                   $8,000

Capital One                   business credit card        $2,800


MAYTAG CORP: Signs $2.7 Billion Merger Agreement with Whirlpool
---------------------------------------------------------------
Whirlpool Corporation (NYSE: WHR) and Maytag Corporation (NYSE:
MYG) signed a definitive merger agreement in which Whirlpool will
acquire all outstanding shares of Maytag in a cash and stock
merger valued at $21 per share.  One half of the per-share
consideration will be paid in cash and the balance in a fraction
of a share of Whirlpool common stock.

The Board of Directors of Maytag has approved the merger agreement
with Whirlpool and intends to recommend to Maytag's shareholders
that they adopt the agreement.

Prior to signing the Whirlpool merger agreement, Maytag paid a $40
million termination fee to Triton Acquisition Holding and,
thereafter, terminated the agreement with Triton.  In accordance
with Whirlpool's August 10, 2005, offer, as extended on August 12,
2005, Whirlpool has reimbursed the $40 million to Maytag today.  
In addition, Maytag said that the special meeting of stockholders
scheduled for Friday, September 9, 2005, has been cancelled as a
result of the termination of the Triton merger agreement.

The aggregate transaction value, including assumption of
approximately $977 million of debt, is approximately $2.7 billion.  
The transaction is subject to customary conditions, including,
among other things, regulatory approvals and Maytag shareholder
approval.  The transaction will be taxable to Maytag shareholders.

Maytag shareholders will receive, for each share held, $10.50 in
cash and between 0.1144 and 0.1398 of a share of Whirlpool stock.  
The amount of Whirlpool stock to be issued in exchange for each
Maytag share will depend upon the volume-weighted average trading
price of Whirlpool's stock during a 20 trading-day period ending
shortly before the merger.  Maytag shareholders will receive
0.1144 of a share of Whirlpool stock if the average Whirlpool
stock price is $91.79 or greater and 0.1398 if it is $75.10 or
less; between the two prices, the exchange ratio will vary
proportionately.

Howard Clark, Maytag board member since 1986 and lead director,
said, "After careful consideration in conjunction with our
financial and legal advisors and an independent committee of
Maytag's board consisting of all non-management directors, we re-
evaluated the transaction with Triton and concluded that the
Whirlpool agreement is superior and is in the best interest of our
shareholders."

Jeff Fettig, Whirlpool chairman, president and CEO, said, "The
combination of Whirlpool and Maytag will create very substantial
benefits for consumers, trade customers and our shareholders.  
This transaction will enable us to achieve significant
efficiencies and better asset utilization.  It will also allow us
to offer a wider range of products to a much broader consumer
base."

"Overall, this transaction will translate into better products,
quality and service, as well as efficiencies, which will enhance
our ability to succeed in the increasingly competitive global
home-appliance industry," added Mr. Fettig.  "We remain highly
confident that we will receive regulatory clearance for this
transaction in a timely manner."

Ralph Hake, Maytag chairman and CEO, said, "This combination
brings together two leading organizations with strong traditions
in quality and customer satisfaction.  Together, Whirlpool and
Maytag will bring substantial benefits to consumers around the
world, as well as to shareholders and customers."

Whirlpool has sufficient resources to finance the acquisition and
has received strong support from the banking sector.  The company
currently has a $1.2 billion, five-year committed credit facility,
scheduled to mature in 2009.  There have been no borrowings under
this agreement.  The acquisition and upcoming debt maturities of
the combined company are expected to be financed through current
bank agreements and with new committed bank facilities.

In addition to reimbursing the $40 million termination fee paid by
Maytag to Triton, Whirlpool has agreed to pay up to $15 million to
assist Maytag in retaining key employees.  Whirlpool also has
agreed to pay Maytag a "reverse break-up fee" of $120 million
under certain circumstances in the unlikely event of failure to
obtain regulatory clearance.

Maytag's shareholders are expected to vote on the transaction
before the end of the year.  Whirlpool expects the transaction to
close as early as the first quarter of 2006, following approval
from Maytag shareholders and regulatory clearance.

Lazard serves as financial advisor; Wachtell, Lipton, Rosen & Katz
serves as legal advisor; and Cleary Gottlieb Steen & Hamilton
serves as special legal counsel to Maytag.  Greenhill & Company,
Weil Gotshal & Manges LLP, Howrey LLP, and The Boston Consulting
Group serve as advisors to 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.

Maytag Corporation is a $4.7 billion home and commercial appliance
company focused in North America and in targeted international
markets.  The corporation's primary brands are Maytag(R),
Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2005,
Moody's Investors Service placed the ratings of Whirlpool Corp.
and its subsidiaries under review for possible downgrade and
revised its rating review of Maytag Corporation to direction
uncertain from review for possible downgrade.

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

The reviews will focus on:

   * the final structure of the financing package;

   * the integration and restructuring plan for Maytag; and

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

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


MBIA INC: SEC Issues Wells Notice in Reinsurance Investigation
--------------------------------------------------------------
MBIA Inc. (NYSE:MBI) received a "Wells Notice" from the staff of
the U.S. Securities and Exchange Commission.  The Wells Notice
indicates that the Staff is considering recommending that the SEC
bring a civil injunctive action against the Company alleging
violations of federal securities laws "arising from MBIA's action
to retroactively reinsure losses it incurred from the AHERF bonds
MBIA had guaranteed, including, but not limited to, its entering
into excess of loss agreements and quota share agreements with
three separate counterparties."

The Company is engaged in discussions with the Staff concerning
the possible resolution of these charges.  The Company is also
engaged in preliminary discussions with the staffs of the New York
Attorney General's Office and the New York State Insurance
Department regarding the possible resolution of potential civil
charges that the New York Attorney General's Office might bring in
connection with the AHERF reinsurance transactions.

As previously disclosed, MBIA has been cooperating, and is
continuing to cooperate fully with the investigations by the SEC,
New York State Attorney General's office and the U.S. Attorney's
Office for the Southern District of New York.  The investigations
are, however, ongoing, and the Company is continuing to provide
information.  The Company is unable to predict the outcome of the
investigations or whether its current efforts to resolve them on a
fair and appropriate basis will be successful.

On November 18, 2004, MBIA received subpoenas from the Securities
and Exchange Commission and the New York Attorney General's Office
requesting information with respect to non-traditional or loss
mitigation insurance products developed, offered or sold by MBIA
to third parties from January 1, 1998 to the present.

On March 8, 2005, MBIA announced that it had decided to restate
its financial statements for 1998 through 2003 to correct the
accounting treatment for two reinsurance agreements that MBIA
entered into in 1998 with Zurich Reinsurance North America, which
later was re-named Converium Re upon its divesture by Zurich
Financial Services in 2001.  The restated transactions overstated
net income by $54 million during the period 1998 through 2003 by
failing to record a loss related to MBIA's insurance of bonds
issued by the Allegheny Health, Education and Research Foundation.

On March 9, 2005, MBIA announced that the U.S. Attorney's Office
for the Southern District of New York was conducting its own
investigation into losses suffered by MBIA as a result of its
insurance of the Allegheny bonds.

On March 30, 2005, the SEC and NYAG supplemented the November 2004
subpoenas with requests for documents related to MBIA's accounting
treatment of advisory fees, its methodology for determining loss
reserves and case reserves, instances of purchase of credit
default protection in itself, and documents relating to Channel
Reinsurance Ltd. ("Channel Re"), a reinsurance company launched in
2004 by MBIA, PartnerRe Ltd., RenaissanceRe Holdings Ltd., and
Koch Financial Corporation. On April 8, 2005, PartnerRe Ltd. and
RenaissanceRe Holdings Ltd. announced that they had received
subpoenas from the SEC and NYAG seeking information relating to
Channel Re.

MBIA Inc. -- http://www.mbia.com/-- through its subsidiaries, is  
a leading financial guarantor and provider of specialized
financial services.  MBIA's innovative and cost-effective products
and services meet the credit enhancement, financial and investment
needs of its public and private sector clients, domestically and
internationally.  MBIA Inc.'s principal operating subsidiary, MBIA
Insurance Corporation, has a financial strength rating of Triple-A
from Moody's Investors Service, Standard & Poor's Ratings
Services, Fitch Ratings, and Rating and Investment Information,
Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 13, 2005,
the law firm of Milberg Weiss Bershad & Schulman LLP filed a class  
action lawsuit on behalf of all persons who purchased or otherwise  
acquired the securities of MBIA Inc. between August 5, 2003 and
March 30, 2005, inclusive, seeking to pursue remedies under the
Securities Exchange Act of 1934.   

A copy of the complaint filed in this action is available from the  
Court, or can be viewed on Milberg Weiss's website at  
http://www.milbergweiss.com/


MIRANT CORP: Disclosure Statement Hearing Continued to Sept. 21
---------------------------------------------------------------
The hearing to consider the approval of Mirant Corporation and its
debtor-affiliates' Amended Disclosure Statement is continued to
September 21, 2005, at 10:30 a.m.

However, all parties who intend to participate in the Disclosure
Statement Hearing must appear at a pre-hearing status conference
scheduled at 9:00 a.m. on September 14.

As reported in the Troubled Company Reporter on April 1, 2005, the
Debtors delivered their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement explaining that Plan to the
U.S. Bankruptcy Court for the Northern District of Texas on March
25, 2005.

Mirant says that its plan as originally filed on January 19,
2005, was the product of extensive, but incomplete, negotiations
with the Corp Committee, the MAGI Committee.  Although not
supported by either committee, Mirant believes that Plan
reflected the basic construct around which the parties had
negotiated to that point and otherwise represented, in the
Debtors' view, a reasonable and appropriate compromise that
permitted the value of the Debtors' business to be maximized and
provided a fair allocation between the Debtors' estates.

Negotiations regarding the terms under which the Debtors would
emerge from chapter 11 protection continued since January.
Mirant believes that the Amended Plan reflects the current status
of discussions with various parties, and reflects an agreement in
principal with the Corp Committee.  Given the current state of
negotiations, Mirant believes there is a reasonable prospect of
obtaining the support of the MAGI Committee before the Disclosure
Statement begins.

Mirant makes it clear that the Amended Plan does not reflect
material input from the Official Committee of Equity Security
Holders because there isn't sufficient value to flow to that
constituency.  The Equity Committee continues to argue that
holders of Equity Interests in Mirant are entitled to a recovery
because the enterprise value of the Debtors' business exceeds the
amount necessary to provide a full recovery to creditors.  The
Debtors say they're ready to proceed with the hearing on April
11, 2005, at which time they'll ask the Court to determine
enterprise value.

If creditors accept and the Court confirms the Amended Plan:

   * The Debtors' business will continue to be operated in
     substantially its current form, subject to:

     (1) certain internal structural changes that the Debtors
         believe will improve operational efficiency, facilitate
         and optimize the ability to meet financing requirements
         and accommodate the enterprise's debt structure as
         contemplated at emergence; and

     (2) potentially organizing the new parent entity for the
         Debtors' ongoing business operations in the jurisdiction
         outside the United States;

   * The estates of Mirant Corp., Mirant Americas Energy
     Marketing, LP, Mirant Americas, Inc., and the other debtor-
     subsidiaries -- excluding Mirant Americas Generation, LLC,
     and its debtor-subsidiaries -- will be substantially
     consolidated for purposes of determining treatment of and
     making distributions in respect of claims against and equity
     interests in Consolidated Mirant Debtors;

   * MAG's estates will be substantially consolidated for
     purposes of determining treatment of and making
     distributions in respect of Claims against and Equity
     Interests in Consolidated MAG;

   * The holders of unsecured claims against Consolidated Mirant
     Debtors will receive a pro rata share of 100% of the shares
     of New Mirant common stock, except for:

     (1) certain shares to be issued to the holders of certain
         MAG Claims; and

     (2) the shares reserved for issuance pursuant to the New
         Mirant Employee Stock Programs, which will provide for
         an eligible pool of awards to be granted to New Mirant's
         eligible employees and directors in the form of stock
         options;

   * The unsecured claims against Consolidated MAG will be paid
     in full through:

     (1) the issuance to general unsecured creditors and holders
         of MAG's revolving credit facility and MAG's senior
         notes maturing in 2006 and 2008 of:

          (i) new debt securities of a newly formed intermediate
              holding company under MAG -- "New MAG Holdco" --
              or, at the option of the Debtors, cash proceeds
              from third-party financing transactions, equal to
              90% of the full amount owed to those creditors; and

         (ii) common stock in the Debtors' new corporate parent
              that is equal to 10% of the amount owed; and

     (2) the reinstatement of MAG's senior notes maturing in
         2011, 2021 and 2031;

   * The intercompany claims between and among Consolidated
     Debtors and Consolidated MAG will be resolved as part of a
     global settlement under the Amended Plan whereby
     Intercompany Claims will not receive a distribution under
     the Plan;

   * The consolidated business will have approximately $4.33
     billion of debt -- as compared to approximately $8.63
     billion of debt at the commencement of the Debtors' Chapter
     11 cases -- comprised of:

    (1) $1.14 billion of debt obligations associated with non-
        debtor international subsidiaries of Mirant;

    (2) $169 million of miscellaneous domestic indebtedness
        including, in particular, the $109 million of the certain
        "West Georgia Plan Secured Notes", issued by West Georgia
        Generating Company, LLC;

    (3) $1.7 billion of reinstated debt at MAG; and

    (4) $1.32 billion of new debt issued by New MAG Holdco in
        partial satisfaction of certain existing MAG debt, which
        amount does not include the obligations under numerous
        agreements between Mirant Mid-Atlantic, LLC and various
        special purpose entities -- "Owner Lessors" -- which
        relate to two power stations, the Morgantown Station and
        the Dickerson Station;

   * To help ensure the feasibility of the Amended Plan with
     respect to Consolidated MAG, Mirant Corp. will contribute
     value to MAG, including the trading and marketing business
     -- subject to an obligation to return a portion of the
     imbedded cash collateral in the trading and marketing
     business to Mirant; provided that, under certain
     circumstances, the Debtors may elect to satisfy this
     obligation by transferring $250 million to Mirant Americas
     from New MAG Holdco -- the Mirant Peaker, Mirant Potomac and
     Zeeland generating facilities and commitments to make
     prospective capital contributions of $150 million for
     refinancing and, under certain circumstances, up to $265
     million for sulfur dioxide capital expenditures;

   * MAG's prospective working capital requirements will be met
     with the proceeds of a new senior secured credit facility of
     $750 million;

   * Substantially all of the Debtors' contingent liabilities
     associated with the California energy crisis and certain
     related matters will be resolved pursuant to a global
     settlement in accordance with the Amended Plan;

   * The disputes regarding the Debtors' ad valorem real property
     taxes for the Bowline and Lovett facilities will be settled
     and resolved on terms that permit the feasible operation of
     these assets, or the Debtors that own the assets will remain
     in Chapter 11 until those matters are resolved by settlement
     or through litigation;

   * Substantially all of Mirant Corp.'s assets will be
     transferred to New Mirant, which will serve as the corporate
     parent of the Debtors' business enterprise on and after the
     Plan effective date and which will have no successor
     liability for any unassumed obligations of Mirant Corp.;
     similarly, the trading and marketing business of the
     "Trading Debtors" will be transferred to Mirant Energy
     Trading LLC, which shall have no successor liability for any
     unassumed obligations of the Trading Debtors;

   * The outstanding Mirant common stock will be cancelled and
     the holders thereof will receive any surplus value after
     creditors are paid in full, plus the right to receive a pro
     rata share of warrants issued by New Mirant if they vote to
     accept the Plan.

A full-text copy of the amended Disclosure Statement is available
at no charge at http://ResearchArchives.com/t/s?50  

A full-text copy of the amended Plan of Reorganization is
available at no charge at http://ResearchArchives.com/t/s?51

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


MIRANT CORP: May Incorporate Reorganized Debtors Under Cayman Law
-----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to employ Appleby Spurling Hunter as their special counsel.

Appleby will advise the Debtors regarding the possibility of
incorporation of the reorganized Debtors under Cayman law and
perform the necessary legal services to accomplish the
incorporation.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs the Court that Appleby's Cayman office has 90 staff
members, 30 of which are attorneys.  The firm excels in offering
advice on a variety of issues related to Cayman law, Mr. Peck
says.  Moreover, he continues, the firm provides specialized
offshore legal and business services, including incorporation of
companies under Cayman law, and has previously worked with the
Debtors as ordinary course counsel.

Thus, the Debtors believe that Appleby is uniquely qualified to
assist them with respect to the proposed services.

Mr. Peck points out that "the proposed services will require
Appleby to work at a level that merits its retention as special
counsel rather than as an ordinary course professional."

The Debtors will pay Appleby based on its customary hourly rates.

To the best of the Debtors' knowledge, Appleby does not have any
interest adverse to the Debtors or their estates on the matters
for which it is being retained.

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


MIRANT: May Shut Down Units Absent Short-Term Air Quality Plans
---------------------------------------------------------------
Mirant Corp. (Pink Sheets: MIRKQ) has taken rapid action to
address concerns raised by a just-completed environmental computer
modeling study of air quality in the vicinity of Mirant's Potomac
River generating station.

Mirant said that, as its initial response to the study findings,
it has already reduced output of all five units at the plant to
their lowest feasible levels.

Mirant said it expects to meet soon with the Virginia Department
of Environmental Quality to discuss both short and long-term plans
to resolve the newly identified local air quality issues.  If no
acceptable short-term solutions can be found, Mirant will shut
down all five units at the power plant no later than midnight
Wednesday, Aug. 24, until a solution can be identified and
implemented.

Even taking the new study findings into consideration, the Potomac
River generating station remains in compliance with all its
operating permits, which set overall limits on the quantity of
emissions from the plant, the company said.

The coal-fired power plant, which began operation in 1949,
produces 482 megawatts of electricity for Washington D.C. and
surrounding communities.  It is located in Alexandria, Va.  The
plant has been identified as a critical component for the
reliability of the electric grid in the Washington, D.C. area.

"As soon as we received results of an environmental computer
modeling analysis that showed emissions from the Potomac River
generating station could be significantly contributing to
localized, modeled exceedances of National Ambient Air Quality
Standards (NAAQS), we acted quickly," said Curt Morgan, executive
vice president and chief operating officer, Mirant.

"However, it's important to understand the nature of the study
that has just been completed.  The computer model was designed to
analyze local air quality levels using a 'worst case' set of
assumptions, including the operation of all five units at maximum
permitted output with maximum emissions, combined with unfavorable
wind conditions.  These combined circumstances do not typically
occur all at once, so the model works with hypothetical conditions
that are not usually seen during normal plant operation," Mr.
Morgan said.  "Nevertheless, we take these findings extremely
seriously, as demonstrated by our actions."

"The decision to curtail and possibly halt power production at the
plant involves many complex issues, including important electric
system reliability considerations in the Nation's Capital and
throughout the Mid-Atlantic region.  We are working closely with
all affected parties. However, the overriding factor in our
decision has been, and will continue to be, protection of public
health," said Lisa D. Johnson, president, Mirant's Northeast and
Mid-Atlantic business unit.

The plant has been designated by PJM Interconnection, the entity
responsible for the reliability of the transmission system from
the Mid-Atlantic states as far west as Chicago, as a facility
critical to electric system reliability in the Washington, D.C.
area.  PJM's designation means that removing the Potomac River
generating station could result in a strain on the transmission
system and potential electrical outages if other key generation
and transmission facilities become unavailable during high demand
periods.

Because of the advance notice required to be given to the regional
electric grid operator and the complex and lengthy physical
process to shut down large coal-fired steam boilers, Mirant will
continue to operate the plant at a reduced level for a few days.

The company also noted that it will maintain the plant in a state
of operational readiness during the period of reduced operations
or temporary shutdown of all units.

The new findings arose in a study completed Aug. 19, 2005.  It was
commissioned under an agreement between Mirant and the Virginia
Department of Environmental Quality (DEQ).  The computer modeling
of five air pollutants from the plant showed that for three types
of emissions -- PM10 (particulate matter with an aerodynamic
diameter of 10 micrometers or smaller), NO2 (nitrogen dioxide),
and SO2 (sulfur dioxide) -- the plant's emissions have the
potential to contribute to localized, modeled exceedances of NAAQS
under some conditions.

The potential localized air quality concerns impact an area within
a half-mile radius of the plant.  The newly identified air quality
impacts are the result of a phenomenon known as "downwash."  
According to the U.S. Environmental Protection Agency, downwash is
defined as "impacts associated with building wake effects.  These
effects cause the pollutant plume to fall to ground-level
quicker."  At the Potomac River plant, the unique combination of
relatively short emissions stacks at the power plant (165 feet)
and the presence of nearby tall buildings -- built well after the
power plant was completed -- produce conditions that the newly
completed computer model identified as being capable of causing
downwash under some wind conditions.

Computer modeling of possible downwash effects had never
previously been required or conducted at the Potomac River plant.

"Although the exact time frame for the return to full service of
the Potomac River power plant cannot currently be determined, we
are confident that we can identify solutions, and hopeful we can
gain the cooperation of all parties to implement them," Ms.
Johnson said.

Mirant said it does not expect to return the plant to full service
until appropriate solutions are implemented.  However, Mirant may
be required to operate the plant to meet mandatory system
stability obligations, or if there is a legal obligation to
operate the plant at higher output levels than would otherwise be
in effect.  Mirant also said it will need to operate plant units
occasionally to test technological modifications to the plant.

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.


NEWAVE INC: Stockholders' Deficit Climbs to $1.1 Mil. at June 30
----------------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWWV) posted record gross
revenue of $2,673,365 for the quarter ended June 30, 2005 vs.
$1,862,476 for the quarter ended June 30, 2004.  The Company's
complete financial results can be viewed in its Form 10-QSB filing
for the period ended June 30, 2005.

NeWave CEO Michael Hill stated, "Once again we are able to report
substantial gains in our top line growth for yet another quarter.
During this past quarter we began formulating and implementing
various new pricing and fulfillment strategies for new
'onlinesupplier.com' memberships."

NeWave CFO Paul Daniel commented, "Having generated the revenue
growth and market share gained in our first two years, as with any
successful high growth company, we are moving into a new phase and
have now implemented a strategy to increase our operating
efficiency.  Over the next several quarters, our focus is to
continue to improve our membership retention, implement prudent
measures for cost containment and strive towards operating
profitability.  With the launch of our first television broadcast
infomercial scheduled for this fall, we believe we will be in a
position to produce even greater qualitative financial results,
which should assist us with our transition to a new plateau."

NeWave Inc. (OTCBB: NWWV) -- http://www.newave-inc.com/-- is a     
leading online auction and e-commerce solutions provider which  
utilizes the internet to maximize profits and savings for it's  
customers through its three subsidiaries; OnlineSupplier.com,  
AuctionLiquidator and Online Discount Warehouse.  

                     Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2005,  
Jaspers Hall & Johnson expressed substantial doubt about NeWave  
Inc.'s ability to continue as a going concern after it audited the  
Company's financial statements for the year ended Dec. 31, 2004.   
The auditing firm says that the company must generate sufficient  
cash flow to meet its obligations and sustain its operation.

At June 30, 2005, NeWave Inc.'s balance sheet showed a $1,134,996
stockholders' deficit, compared to $224,074 of positive equity at
Dec. 31, 2004.


NEXSTAR BROADCASTING: S&P Lowers Corporate Credit Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Nexstar
Broadcasting Group Inc., including lowering its long-term
corporate credit rating to 'B' from 'B+', because of the company's
weaker-than-expected operating performance and high leverage.  The
outlook is stable.  Total debt, including debt obligations of
Mission Broadcasting that are guaranteed by Irving, Texas-based
Nexstar, totaled approximately $648 million at June 30, 2005.
     
"The downgrade recognizes that softer-than-expected advertising
demand gives us greater concern that the company will not achieve
the near-term leverage reduction that we had used in our previous
rating assumptions," said Standard & Poor's credit analyst Alyse
Michaelson Kelly.  The shortfall in ad demand recently prompted
Nexstar to lower its full-year 2005 revenue guidance.
     
The rating on Nexstar reflects:

   * its high leverage from aggressive debt-financed acquisitions;
   * advertising's vulnerability to economic downturns; and
   * TV broadcasting's mature revenue growth prospects.

These factors are only partially offset by:

   * Nexstar's cash flow diversity from major-network-affiliated
     TV stations in midsize markets;

   * broadcasting's good margin and discretionary cash flow
     potential; and

   * relatively resilient station asset values.
     
Debt-financed acquisitions, softer-than-expected core ad revenues,
and the company's failure to close an asset sale in early 2004 and
use proceeds for debt reduction have resulted in persisting high
leverage.  Debt to EBITDA was 7.8x at June 30, 2005, up from the
7.1x reported level at year-end 2004.  This ratio is expected to
be even higher at year-end 2005, given the company's operating
outlook for the remainder of 2005.
     
Nexstar owns and operates approximately 46 TV stations, reaching
7.4% of U.S. TV households.  Auto advertising, the largest ad
category for TV broadcasters, will be a key determinant of
performance in 2005, a nonelection year.  Revenue comparisons are
difficult this year because of the absence of sizable political
advertising in nonelection years.  The company's NBC- and
CBS-affiliated stations contribute a majority of total broadcast
cash flow.  No market contributes more than 15% of Nexstar's total
broadcast cash flow, mitigating the impact of regional economic
volatility on advertising demand.


NORTHSHORE ASSET: Creditors Must File Proofs of Claim by Sept. 9
----------------------------------------------------------------
The U.S. District Court for the Southern District of New York set
Sept. 9, 2005, at 5:00 p.m., as the deadline for each person or
entity to file a proof of claim or proof of equity interest
against Northshore Asset Management LLC and its debtor-affiliates
on account of claims or equity interests arising prior to
February 16, 2005.   

Creditors must deliver their claim forms by mail or courier to:

      Northshore Asset Management LLC, et. al.
      c/o Charles Rutledge
      JPMorgan Chase
      4 New York Plaza, 17th Floor
      New York, New York 10004

A copy of each claim form must be furnished to the Receiver at:

      Kaye Scholer LLP
      Attention: Arthur Steinberg, Esq.
                 Keith R. Murphy, Esq.
      425 Park Avenue
      New York, New York 10022

Proof of Claim and Proof of Equity Security Interest forms are
available at http://www.Northshoreupdate.com/or by contacting  
JPMorgan Chase, the Recordation Agent, at (904)807-3023.

Headquartered in Chicago, Illinois, Northshore Asset Management
LLC provides investment management services to private equity and
hedge funds and sophisticated investors.  On Feb. 15, 2005,
Northshore, NSCT LLC and Saldutti Capital Management, LP, filed
for chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-04950,
05-04958 and 05-04959).  On February 16, 2005, the U.S. District
Court for the Southern District of New York appointed Arthur
Steinberg as receiver.  On March 29, 2005, the Honorable Judge
Pamela S. Hollis in Chicago ordered the transfer of the Debtors'
chapter 11 cases to the U.S. Bankruptcy Court for the Southern
District of New York (Bankr. Case Nos. 05-12797 through 05-12799).
Jon C. Vigano, Esq., Patricia J. Fokuo, Esq., at Schiff Hardin LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts ranging from
$10 million to $50 million.


NORTHWEST AIRLINES: Names N. Pieper & J. Friedel to Exec. Posts
---------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) disclosed two leadership
appointments in its international and alliance organizations,
naming Nathaniel Pieper to the position of vice president-
alliances and Jim Friedel, president of NWA Cargo, to the
additional role of senior vice president-Pacific, effective
immediately.

In his new role, Mr. Pieper will be responsible for Northwest's
global alliance strategy and partnerships, including the airline's
highly successful joint venture with KLM Royal Dutch Airlines and
Northwest's membership in the SkyTeam alliance.

Mr. Pieper replaces Gary Fishman, who has retired from Northwest.

"Nat has held a number of key positions with Northwest in
financial and business planning," said Phil Haan, executive vice
president of international, alliances and information technology
and chairman of NWA Cargo.  "Nat's leadership skills and wide
range of experience at Northwest will help us continue to develop
our strategic global alliances to better serve our customers."

Mr. Pieper joined Northwest in 1997.  Since 2003, he has served as
managing director of financial planning and analysis, with
responsibilities for labor analysis, long-range financial planning
and fleet planning, including Northwest's recent Boeing 787 order.  
Previously, he held positions in and had responsibility for
capital planning and strategic planning.  Mr. Pieper earned an MBA
from Northwestern University's Kellogg School of Management in
finance, strategy and transportation management and a BA in
history from Duke University.

Thanking Mr. Fishman for his 12 years of service with Northwest,
Mr. Haan said, "During his career at Northwest Airlines, Gary
Fishman made important contributions to the company's success in
the areas of facilitating our entry into SkyTeam, providing our
customers with a faster and more efficient airport experience and
providing financial leadership of our technical operations
division.  We wish him well in his new endeavors."

               Jim Friedel Named SVP-Pacific

Jim Friedel will take on the newly-created role of senior vice
president- Pacific in addition to retaining his responsibilities
as president of NWA Cargo.  Mr. Friedel will have profit and loss
(P&L) responsibility for Northwest's Asia/Pacific operations.

"Jim's vast cargo experience in the Asia/Pacific region will be a
strong asset as he leads our efforts to leverage the combination
of Northwest's major passenger and cargo presence in this key
region," said Mr. Haan.

"The Asia/Pacific region continues to be the most rapidly
developing part of the global economy," said Mr. Friedel.  "I look
forward to working with the passenger and cargo teams to ensure
that Northwest continues to be a strong and nimble competitor."

A 14-year veteran of Northwest, Mr. Friedel is president of NWA
Cargo, one of the largest players in the trans-Pacific air freight
market.  Before joining NWA Cargo in 1996, Friedel had
responsibility for the operation of Northwest's passenger
reservations offices in the U.S.  He also served as director of
analysis in corporate finance.

Before joining Northwest in 1991, Mr. Friedel was an associate
with Mercer Management Consulting, where he worked with logistics
clients such as railroads, distribution centers, overnight express
couriers, and truckers.  He holds an economics degree from
Princeton University and is a native of New York.

NWA Cargo -- http://www.cargo.nwa.com/-- the cargo subsidiary of  
Northwest Airlines, is the largest cargo carrier among U.S.
combination passenger and cargo airlines.  NWA Cargo's fleet of 14
dedicated Boeing 747 freighter aircraft fly from key cities
throughout the United States and Asia and connect at the carrier's
cargo hub in Anchorage, Alaska, facilitating the quick transfer of
cargo between large cities on both sides of the Pacific.  NWA
Cargo also transports freight aboard the passenger fleet of
Northwest Airlines to more than 250 cities worldwide.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,400 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.


NORTHWEST AIRLINES: S&P Places Junk Ratings on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Northwest
Airlines Corp. (CCC+/Watch Neg/C) and its Northwest Airlines Inc.
(CCC+/Watch Neg/--) subsidiary on CreditWatch with negative
implications, following the collapse of mechanics' contract
negotiations on August 19, a strike by that labor group, and the
airline's implementation of its strike contingency plan.  Ratings
on insured debt issues and the recovery rating on Northwest
Airlines Inc.'s bank loan are not placed on CreditWatch.
      
"Northwest has been able to continue flying, but still needs to
reach concessionary contracts with not only its mechanics, but
also other unions, before the October 17 bankruptcy law change,"
said Standard & Poor's credit analyst Philip Baggaley.  "Prospects
for pension legislation that allows airlines to stretch out
repayment of funding deficits ($3.8 billion for Northwest) will
likely also figure in management's decision whether to file for
bankruptcy in October," the credit analyst continued.
     
Northwest has thus far maintained flight operations successfully,
using temporary replacement mechanics and outsourcing,
implementing an extensive contingency plan arranged months in
advance.  The company had earlier this year incurred added expense
arranging the backup maintenance capacity, but is now saving money
using the lower-paid mechanics.  Other employees are not honoring
the mechanics' picket lines (which would be illegal), and continue
to report for work.  Still, the airline needs to reach resolutions
on concessionary contracts with each of its major unions as
quickly as possible.  Negotiations with pilots (who agreed to
partial concessions in November 2004), flight attendants, and
machinists have not progressed very far, as those groups appear to
be waiting for a resolution of the airline's showdown with
mechanics.  Management's overall $1.1 billion labor savings target
was set early in 2005, but fuel costs have increased substantially
since then, raising the risk that the amount may prove
insufficient.
     
Following negotiated labor concessions at other "legacy carriers,"
Northwest now has the highest labor costs of its peer group.
Northwest has so far obtained only $300 million (from pilots and
management) of the labor concessions it seeks.  Proposed
concessions would lower labor costs by about 20% and total
operating expenses by about 6%, bringing the operating costs to an
average level among its peer legacy carriers (though still much
higher than those of the low-cost carriers).
     
Northwest is believed to still have fairly healthy liquidity
(unrestricted cash was $2.1 billion at June 30, 2005), but very
high fuel prices are eroding that financial cushion.  Northwest,
like other U.S. airlines, has been able to raise fares over the
past half year, but these increases have not nearly kept pace with
the added expense of costlier fuel.  Debt maturities for the
second half of 2005 total $200 million, and required pension
funding and capital expenditures are manageable or covered by
pre-arranged financing.  However, debt and pension obligations in
2006 and beyond are substantial.


NVF COMPANY: Files Schedules of Assets and Liabilities
------------------------------------------------------
NVF Company delivered its Schedules of Assets and Liabilities to
the U.S. Bankruptcy Court for the District of Delaware,
disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property               Unknown
  B. Personal Property           $312,435                    
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $4,333,383            
     Secured Claims                              
  E. Creditors Holding                            
     Unsecured Priority Claims                    $5,119,302   
  F. Creditors Holding                                                  
     Unsecured Nonpriority
     Claims                                       $2,524,586  
                               ---------         -----------
     Total                     $312,435          $11,977,271
                 
Headquartered in Yorklyn, Del., 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: Parsons Paper Files Schedules of Assets and Debts
--------------------------------------------------------------
Parsons Paper Company, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Delaware, disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property               
  B. Personal Property          $1,856,597                  
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               Unknown            
     Secured Claims                              
  E. Creditors Holding                            
     Unsecured Priority Claims
  F. Creditors Holding                                                  
     Unsecured Nonpriority
     Claims                                         $420,641  
                                ----------          --------
     Total                      $1,856,597          $420,641

Headquartered in Yorklyn, Del., 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 CO: U.S. Trustee Picks 5-Member Creditors Committee
-------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in NVF
Company's chapter 11 case:

      1. Liberty Mutual Insurance Company
         Attn: Cynthia R. Koehler
         175 Berkeley Street
         Boston, Massachusetts 02117
         Tel: (617) 654-4455
         Fax: (617) 574-5794

      2. L.B. Corporation
         Attn: Thomas R. Garrity
         P.O. Box 388
         95 Marble Street
         Lee, Massachusetts 01238
         Tel: (413) 243-1072
         Fax: (413) 243-3655

      3. UGI Energy Services, Inc.
         Attn: Frank Markle
         1100 Berkshire Boulevard, Suite 305
         Wyomissing, Pennsylvania 19610
         Tel: (610) 337-1000
         Fax: (610) 992-3258

      4. Unlimited Restoration Specialties
         Attn: Jonathan R. McBride and Michael J. Alivernini
         379 Cherry Street
         Pottstown, Pennsylvania 19464
         Tel: (610) 327-3505
         Fax: (610) 324-0132

      5. Cotswold Industries, Inc
         Attn: James M. McKinnon
         10 East 40th Street, Suite 3410
         New York, New York 10016-0301
         Tel: (212) 689-3432
         Fax: (212) 545-0603
  
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Yorklyn, Del., 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.


OSE INC: Stockholders' Deficit Narrows to $47.42 Million at July 3
------------------------------------------------------------------
OSE, Inc., reported its operational results for the quarter ended
July 3, 2005, in Form 10-Q filing to the Securities and Exchange
Commission.

                            Revenues

The Company earns revenue through a distribution agreement with
OSE, Ltd., pursuant to which revenues derived from fees received
on the sales of OSE's and OSE Philippines' semiconductor assembly
and test services to customers headquartered in North America are
recognized on a net commission basis.

Total revenues decreased 37% and 37% from $1,207,000 and
$2,230,000 for the three and six-month periods ended June 27,
2004, to $760,000 and $1,405,000 for the three and six-month
periods ended July 3, 2005.  Revenue decreased as a result of
price erosion from increasing competition.  

               Selling, General and Administrative

Selling, general and administrative expense consists primarily of
costs associated with sales, customer service, finance,
administration and management personnel, as well as advertising,
public relations, legal and accounting costs.  Selling, general
and administrative expenses were $1,338,000 and $2,162,000 for the
three and six-month periods ended June 27, 2004, compared with
$607,000 and 1,359,000 for the three and six-month periods ended
July 3, 2005, respectively.  The decrease in selling, general and
administrative expenses in 2005 was mainly due to decreases in
payroll expenses and rent income from the sublease of a portion of
the Company's headquarters.  As a percentage of revenues, selling,
general and administrative expense decreased from 111% and 97% for
the three and six-month periods ended June 27, 2004 to 80% and 97%
for the three and six-month periods ended July 3, 2005.  The
decrease in percentage was mainly caused by lower spending in 2005
but partially offset by lower revenue in 2005.

                    Interest and Other Income

Interest income is primarily comprised of interest earnings from
investments in cash equivalents.  Interest and other income
increased from $8,000 and $8,000 for the three and six-month
periods ended June 27, 2004, to $20,000 and $39,000 for the three
and six-month periods ended July 3, 2005. The increase in the
three and six month period was mainly due to an $18,000 insurance
premium refund from previous year's policy.

                        Interest Expense

Interest expense consists of interest payable on inter-company
loans payable to OSE.  Interest expense decreased from $217,000
and $434,000 for the three and six month periods ended June 27,
2004 to $196,000 and $389,000 for the three and six-month periods
ended July 3, 2005, respectively.  The decrease was due to lower
interest rate in 2005 charged by OSE on the inter-company loans.

                 Liquidity and Capital Resources

During the six month period ended July 3, 2005, the Company's net
cash used in operations was $183,000.  Net cash used in operations
was comprised primarily of a net loss of $304,000, increased by
$186,000 of non-cash charges for depreciation and amortization,
reduced by a non-cash $69,000 gain on sale of facility, and an
$67,000 net decrease in working capital items.  The net decrease
in working capital items primarily reflected a $132,000 decrease
in accounts receivable, a $108,000 increase in prepaid and other
current assets, a $150,000 increase in accounts payable and
accounts payable to related party, and a $107,000 increase in
accrued liabilities.  During the six-month period ended
July 3, 2005, the Company's net cash used in discontinued
operations was $35,000.  The Company had no cash provided by or
used in investing and financing activities for the six-month
periods ended July 3, 2005. At July 3, 2005, the Company had cash
and cash equivalents of $350,000.

The increase of $342,000 in cash used in operating activities from
2004 to 2005 was mainly due to:

   (1) a $188,000 difference in accrued liabilities (accrued
       liabilities increased by $81,000 during the six-month
       period in 2004 compared with a $107,000 decrease during the
       same period in 2005);

   (2) a $508,000 difference in bad debt expense (bad debt expense
       of $500,000 was included in the net loss from operation in
       the six month period in 2004 compared with $8,000 bad debt
       expense reversal from the same in 2005); and

   (3) a $568,000 difference in accounts payable and accounts
       payable to related party (accounts payable and accounts
       payable to related party increased by $718,000 during the
       six month period in 2004 compared with a $150,000 increase
       during the same period in 2005).

These were offset by:

   (1) a $668,000 decrease in accounts receivable in the six month
       period from 2004 to 2005;

   (2) a $56,000 decrease in net loss from continuing operations
       due to lower interest expense in the six month period from
       2004 to 2005; and

   (3) a $211,000 difference in cash used in discontinued
       operations (cash used in discontinued operation in
       operating activities was $245,000 during the six-month
       period in 2004 compared with $34,000 during the same period
       in 2005).

In 2003, the Company converted $26.1 million of its payable to OSE
to two one-year loans.  $17.5 million of principal bears interest
at 3.5% and $8.6 million of principal bears interest at 3%.  The
$17.5 million loan was originally due on June 26, 2004 and has
been extended to December 25, 2005 with reduced interest at 3%.   
The $8.6 million was due on June 29, 2004 and has been extended to
June 28, 2006.  The Company does not believe that it will have the
ability to settle the loans on the due dates either through its
operations or through financing from banks or other third parties.
If OSE does not renew the loans when they are due, the Company
will not be able to continue its operations.

Without any debt facilities with a bank, the Company will require
continued financial support from OSE to fulfill operating cash
requirements.  If OSE does not provide the Company with required
cash, the Company may not be able to continue its operations.
Currently, OSE is providing the Company with needed operating
cash.

A full-text copy of OSE's Quarterly Report is available for free
at http://ResearchArchives.com/t/s?f4

OSE, Inc., serves as the exclusive North American distributor for
OSE, a public Taiwanese company and the Company's principal
stockholder.  OSEI also serves as the exclusive North American
distributor for the affiliated company OSE Philippines.  OSEI
derives its revenues exclusively from fees received on the sales
of OSE's and OSEP's semiconductor assembly and test services to
customers headquartered in North America.

As of July 3, 2005, OSEI's balance sheet reflects a $46,503,000
stockholders' deficit compared to a $47,422,000 deficit at
Dec. 31, 2004.


PANAVISION INC: S&P Downgrades Sub. Debt Rating to CC from CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Panavision Inc. to 'CCC' from
'CCC+', and its subordinated debt rating on the company to 'CC'
from 'CCC-'.  These actions resulted from the company's failure to
refinance its substantial 2005 debt maturities by the end of the
second quarter, which Standard & Poor's had indicated was a key
input to maintaining the rating.  The outlook is negative.  As of
June 30, 2005, the Woodland Hills, California-based designer and
manufacturer of high-quality camera systems had $322 million in
debt.
     
"The ratings on Panavision reflect high risk of a near-term
default as a result of its substantial debt maturities in 2005,
large discretionary cash flow deficits, dependence on related
parties for liquidity, and high debt leverage," said Standard &
Poor's credit analyst Steve Wilkinson.  "These risks significantly
overshadow the company's good position in its core business of
renting cameras to the film and film-based TV industries."
     
Panavision's revenue and EBITDA remain weak compared with
historical levels, despite some improvement in the second quarter
of 2005 linked to recent acquisitions and favorable foreign
exchange.  The company continues to generate substantial
discretionary cash flow deficits as a result of its poor
operating cash flow and elevated capital spending levels.
     
Panavision has been dependent on support from its parent company,
Mafco Holdings Inc., and related entities to meet its financial
obligations and negotiate bank facility amendments over the past
few years.  Additional support from related entities is likely
necessary for Panavision to avoid a default.  The probability of
such support is uncertain, notwithstanding a nonbinding support
letter from the holding company that owns the majority of
Panavision's common stock.


PREMCOR: Election Deadline for Pending Valero Merger Is on Monday
-----------------------------------------------------------------
Premcor Inc. (NYSE: PCO) established an election deadline for
Premcor stockholders to elect the right to receive either:

     (1) 0.99 Valero shares, plus cash in lieu of any fractional
         shares; or

     (2) $72.76 in cash (Premcor stockholders may also elect cash
         for some of their Premcor shares and Valero shares for
         others),

until Monday, Aug. 29, 2005 at 5:00 p.m. Eastern Standard Time,
pursuant to the Agreement and Plan of Merger with the Valero
Energy Corporation (NYSE: VLO).

Elections are subject to proration as described in the proxy
statement/prospectus.  Because the exchange ratio is fixed, the
value of the stock consideration will vary with the trading price
of Valero shares and may be different from the value of the cash
consideration.

To make a valid election, a stockholder must, at or before this
time, deliver to Computershare Trust Company of New York, the
Exchange Agent for the merger, a properly completed Form of
Election and Letter of Transmittal (previously sent to Premcor
shareholders), together with Premcor stock certificates, or
confirmation of a book-entry transfer into the Exchange Agent's
account at the Depository Trust Company, as to those Premcor
shares for which they wish to make an election (or instead
properly follow the notice of guaranteed delivery procedure
described in Instruction 15 to the Form of Election and Letter of
Transmittal).

Premcor stockholders may obtain additional copies of the Form of
Election and Letter of Transmittal by contacting The Altman Group,
Inc. at 800-591-8254.

Valero Energy Corporation -- http://www.valero.com/-- is a    
Fortune 500 company based in San Antonio, with approximately  
20,000 employees and annual revenue of approximately $55 billion.  
The company owns and operates 15 refineries throughout the United  
States, Canada and the Caribbean. Valero's refineries have a  
combined throughput capacity of approximately 2.5 million barrels  
per day, which represents approximately 12 percent of the total  
U.S. refining capacity. Valero is also one of the nation's largest  
retail operators with more than 4,700 retail and wholesale branded  
outlets in the United States, Canada and the Caribbean under  
various brand names including Diamond Shamrock, Shamrock,  
Ultramar, Valero, and Beacon.  

Premcor Inc. -- http://www.premcor.com/-- is one of the largest    
independent petroleum refiners and suppliers of unbranded  
transportation fuels, heating oil, petrochemical feedstocks,  
petroleum coke and other petroleum products in the United States.  
The company owns and operates refineries in Port Arthur, Texas,  
Lima, Ohio, Memphis, Tennessee and Delaware City, Delaware with a  
combined crude oil throughput capacity of approximately 790,000  
barrels per day.   

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 27, 2005,
Moody's Investors Service placed Valero Energy Corporation's
ratings under review for possible downgrade in response to
Valero's announcement that it plans to acquire Premcor Inc. for
approximately $8 billion, including the assumption of about
$1.8 billion of debt.  Premcor's ratings remain on review for
possible upgrade, continuing a review initiated on February 23,
2005.  The equity portion of the purchase will be funded with 50%
cash and 50% Valero stock.  Valero expects to fund the cash
portion with a combination of cash on hand and debt.  The
transaction is subject to the approval of Premcor's shareholders
and customary regulatory reviews and is expected to close by
December 31, 2005.

Ratings under review for possible downgrade are Valero Energy
Corporation's Baa3 rated senior unsecured notes, debentures,
medium-term notes, and bank debt, its Ba1 rated subordinated
debentures, its shelf registration for senior unsecured
debt/subordinated debt/preferred stock rated
(P)Baa3/(P)Ba1/(P)Ba2, and its Ba2 rated mandatory convertible
preferred stock.

Ratings under review for possible upgrade are Premcor Inc.'s Ba3
senior implied and B1 non-guaranteed senior unsecured issuer
ratings, Premcor Refining Group's (PRG) Ba2 senior secured rating
of a $1 billion bank facility, PRG's Ba3 rated senior unsecured
notes, PRG's B2 rated senior subordinated notes, and Port Arthur
Finance Corporation's Ba3 rated senior secured notes.

At the same time, Standard & Poor's Ratings Services lowered its
corporate credit rating on Valero Energy Corp. to 'BBB-' from
'BBB' and placed the rating on CreditWatch with negative
implications on the company's announcement that it will acquire
Premcor Inc. in an $8.7 billion transaction.

In addition, Standard & Poor's placed its 'BB-' corporate credit
rating on Premcor on CreditWatch with positive implications.  At
the close of the transaction, the ratings on Premcor are expected
to be equalized with the ratings on Valero, reflecting the
guaranty by Valero of Premcor's debt.


PREMCOR REFINING: 99% of Noteholders Tender 7-3/4% Sr. Sub. Notes
-----------------------------------------------------------------
The Premcor Refining Group Inc., a wholly owned subsidiary of
Premcor Inc. (NYSE: PCO), received tenders and consents from the
holders of $173,235,000 of its outstanding 7-3/4% Senior
Subordinated Notes due 2012 as of 5:00 p.m. Eastern Time on
Aug. 19, 2005.  The tenders and consents represent approximately
99% of the total principal amount of the Notes outstanding.

Notes tendered prior to the Consent Payment Deadline may no longer
be withdrawn and consents delivered prior to the Consent Payment
Deadline may no longer be revoked.  This participation level
satisfies the condition of its tender offer and consent
solicitation that it receive valid consents to the proposed
amendments to the indenture under which the Notes were issued from
registered holders of not less than a majority of the aggregate
outstanding principal amount of the Notes.  The terms and
conditions of the Offer are more fully set forth in the PRG's
Offer to Purchase and Consent Solicitation Statement, dated
Aug. 8, 2005 and related Letter of Transmittal and Consent.

Holders who validly tendered Notes and delivered consents at or
prior to the Consent Payment Deadline, and did not validly
withdraw such Notes and whose Notes are acquired pursuant to the
Offer will be paid a purchase price of $1,096.73 per $1,000
principal amount of Notes, which was calculated as described in
Annex A to the Statement.

Holders who validly tender Notes after the Consent Payment
Deadline and at or prior to the Expiration Date will receive
$1,051.73 per $1,000 principal amount of Notes, which is equal to
the Total Purchase Price, minus a consent payment of $45 per
$1,000 principal amount.  Holders that have validly tendered and
delivered their consents and have not validly withdrawn such Notes
and related consents and whose Notes are accepted for purchase
will receive accrued and unpaid interest from the last interest
payment date to, but not including, the Settlement Date.  The
Offer will expire at 12:00 (midnight), Eastern Time, on Sept. 2,
2005, unless extended or earlier terminated.  The Settlement Date
is expected to be the first business day following the Expiration
Date.

PRG is making the Offer in connection with a proposed merger
between Valero Energy Corporation and Premcor Inc.  If the Merger
is completed, PRG will become an indirect, wholly owned subsidiary
of Valero.  The tender offer and consent solicitation are
conditioned upon, among other things, completion of the Merger.
There is no guarantee that the Merger will be completed.  
Completion of the Merger is subject to customary conditions,
including approval of the Premcor stockholders and the expiration
or termination of the Hart-Scott-Rodino waiting period, however,
the Merger is not dependent upon consummation of the Offer.

PRG has engaged Barclays Capital Inc. as Dealer Manager for the
tender offer and consent solicitation.  Persons with questions
regarding the tender offer or the consent solicitation are
directed to Barclays Capital, toll-free at 866-307-8991 or collect
at 212-412-4072 (attention: Liability Management).  Georgeson
Shareholder c/o Computershare Trust Company of New York is acting
as Depositary. Requests for documents should be directed to
Georgeson Shareholder Communications, Inc., the Information Agent
for the tender offer and consent solicitation, toll-free at 866-
391-7007 or collect at 212-440-9800.

Valero Energy Corporation -- http://www.valero.com/-- is a  
Fortune 500 company based in San Antonio, with approximately
20,000 employees and annual revenue of approximately $55 billion.
Valero owns and operates 14 refineries throughout the United
States, Canada and the Caribbean. Valero's refineries have a
combined throughput capacity of approximately 2.5 million barrels
per day, which represents approximately 12 percent of the total
U.S. refining capacity. Valero is also one of the nation's largest
retail operators with more than 4,700 retail and branded wholesale
outlets in the United States, Canada and the Caribbean under
various brand names including Diamond Shamrock, Shamrock,
Ultramar, Valero, and Beacon.

Premcor Inc. -- http://www.premcor.com/-- is one of the largest  
independent petroleum refiners and suppliers of unbranded
transportation fuels, heating oil, petrochemical feedstocks,
petroleum coke and other petroleum products in the United States.  
Premcor currently owns and operates four refineries in Port
Arthur, Texas; Lima, Ohio; Memphis, Tennessee; and Delaware City,
Delaware, with a total throughput capacity of approximately
800,000 barrels per day.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 1, 2005,
Fitch Ratings has revised the Rating Outlook on Premcor Refining
Group -- PRG -- and Port Arthur Finance Corp. -- PAFC -- to
Positive from Stable.  The Outlook revision reflects the
improvements in the operating base and capital structure of
Premcor Inc. (Premcor, NYSE: PCO) since the company's initial
public offering in 2002 as well as management's proven commitment
to conservatively finance the company's growth strategy and
improve the credit profile.  PRG is a wholly-owned subsidiary of
Premcor.  PAFC and the Port Arthur Coker Company L.P. (PACC) are
wholly owned subsidiaries of PRG.  Fitch rates the debt of PRG and
PAFC:

     PRG

          -- $1 billion secured credit facility 'BB+';
          -- Senior unsecured notes 'BB';
          -- Senior subordinated notes 'B+'.

     PAFC

          -- Senior secured notes 'BB+'.


PURADYN FILTER: SEC Approves AMEX Delisting
-------------------------------------------
puraDYN Filter Technologies Incorporated (Pink Sheets:PFTI) said
that the Securities and Exchange Commission has notified puraDYN
that application to voluntarily withdraw the Company's common
stock from trading and registration on the American Stock Exchange
has been granted, effective at the opening of business on August
18, 2005.

The Company had previously submitted to the Exchange notice of its
intent on June 24th to voluntarily delist the Company's stock, a
move to which the Exchange consented.

puraDYN earlier stated it was making efforts to facilitate the
trading of its shares on the OTC Bulletin Board to ensure as
seamless a transition as possible for its stockholders.  A third
party application for trading the Company's stock is currently
under review by OTC BB staff.

It is the Company's understanding that there do exist market
makers for the Company's shares, which will be trading under the
symbol PFTI in the Pink Sheets during this transition.

puraDYN designs, manufactures and markets the puraDYN(R) Bypass
Oil Filtration System, the most effective filtration product on
the market today.  It continuously cleans lubricating oil and
maintains oil viscosity to safely and significantly extend oil
change intervals and engine life.  Effective for internal
combustion engines, transmissions and hydraulic applications, the
Company's patented and proprietary system is a cost-effective and
energy-conscious solution targeting an annual $13 billion
potential industry.  The Company has established aftermarket
programs with several of the transportation industry leaders such
as Volvo Trucks NA, Mack Trucks, PACCAR; a strategic alliance with
Honeywell Consumer Products Group, producers of FRAM(R) filtration
products; and continues to market to major commercial fleets.
puraDYN(R) equipment has been certified as a 'Pollution Prevention
Technology' by the California Environmental Protection Agency and
was selected as the manufacturer used by the US Department of
Energy in a three-year evaluation to research and analyze
performance, benefits and cost analysis of bypass oil filtration
technology.

At Mar. 31, 2005, puraDYN Filter Technologies, Inc.'s balance
sheet showed a $3,943,382 stockholders' deficit, compared to a  
$3,127,358 deficit at Dec. 31, 2004.


Q COMM: Look for Second Quarter Financials on August 26
-------------------------------------------------------
Q Comm International, Inc. (Amex: QMM; QMM.WS) said that it would
delay the filing of its Form 10-Q for the quarter ended June 30,
2005.  The Company recently successfully amended its Form 10-KSB
for the fiscal year 2004 and its Form 10-Q for the first quarter
of 2005.  As a result of that effort, the Company requires more
time to complete the filing of its second quarter Form 10-Q.  The
Company plans to file its Form 10-Q for the second quarter by
Friday, August 26, 2005.

Q Comm is rescheduling its investor conference call from August
23, 2005 to August 30, 2005 at 5:00 p.m., Eastern Time.  Listeners
may access the conference call by dialing 1-800-811-0667 or 1-913-
981-4901, or by accessing the webcast at http://www.qcomm.com/

                       Preliminary Results

Revenues for the second quarter were $13.3 million, an increase of
$10.3 million, compared to $3.0 million in revenues as restated
for the second quarter of 2004.  Higher transaction volume due to
increased terminal activations drove revenue performance for the
quarter.  Margins, after accounting for cost of goods sold,
commissions, fees paid to brokers and retailers, depreciation and
amortization, and $1.5 million in impairment of terminals and PIN
inventory write-downs during the second quarter of 2005, decreased
to 9.5% in the second quarter of 2005, compared to 1.1% for the
comparable period in 2004.  Margins, after accounting for cost of
goods sold, commissions, fees paid to brokers and retailers, but
before depreciation and amortization, and before the $1.5 million
in impairment of terminals and PIN inventory write-downs during
the second quarter of 2005, decreased to 5.1% in the second
quarter of 2005, compared to 12.4% for the comparable period in
2004, reflecting a shift toward lower margin wireless products.

Total expenses during the second quarter were $16.6 million
compared to $3.8 million during the second quarter of 2004.

Expenses increased significantly as the Company chose to account
for asset impairment, legal settlement and bad debt expenses
during the second quarter while concurrently investing in
personnel, legal and accounting expenses related to the SEC
review.

More specifically, second quarter expenses include:

    -- $1,266,000 in terminal-related asset impairment expenses;

    -- $250,000 of inventory write-down expense;

    -- $225,000 of settlement costs related to the Dial-thru
       litigation;  

    -- $100,000 in bad debt expense; and

    -- $100,000 related to second quarter professional fees that
       will not continue in the remainder of the year.

The Company's net loss in the second quarter of 2005 increased to
$3.3 million, compared to a loss of $883,000 in the second quarter
of 2004.  

"Our second quarter 2005 results reflect the new management team's
efforts to completely account for past financial issues and
performance, while we continue to position the company to take
full advantage of the rapidly expanding prepaid market and focus
on profitability.  We have made important investments in the
business this year and chose to take a conservative approach to
accounting decisions in anticipation of continued revenue growth
and bottom line improvement," stated Mike Keough, President and
Chief Executive Officer of Q Comm International.

                          Balance Sheet

As of June 30, 2005, the Company had cash of $1.5 million, working
capital of $2.7 million, and stockholders' equity of $7.7 million.

"Demand for prepaid products at the point of sale has never been
stronger, and our increasing retailer network drove revenue growth
north of 300% this quarter.  Now we are ideally positioned to
capitalize on numerous opportunities in the prepaid market as we
move forward in 2005, including with the addition of several new
products in the money transfer, gift and loyalty and bill pay
arenas," continued Mr. Keough.

                      Business Highlights

During the first six months of 2005, Q Comm:

    -- Added 25 new retail chains throughout the U.S., including
       chains with the potential to add 6-150 store locations
       each.  This compares with the addition of 1 new retail
       chain with over 6 stores to the Q Comm network throughout
       the entire year 2004.

    -- Increased net activated terminals to 3,342 from 2,721 in
       the first quarter of 2005.

    -- Secured over 230 new Q xpress locations at small-to-medium
       size retailers in the U.S.


Q Comm International is a prepaid transaction processor that
electronically distributes prepaid products from service providers
to the point of sale.  Q Comm offers proprietary prepaid
transaction processing platforms, support of various point-of-sale
(POS) terminals, product management, merchandising, customer
support and engineering.  Q Comm systems replace traditional hard
cards (also known as scratch cards or voucher) that are costly to
distribute, and provide more comprehensive reporting and inventory
management among other benefits.  Q Comm's solutions are currently
used by wireless carriers or mobile operators, telecom
distributors, and various retailers to sell a wide range of
prepaid products and services including prepaid wireless or
prepaid mobile, prepaid phone cards, prepaid dial tone and prepaid
bank cards, such as prepaid MasterCard.

                          *     *     *

                         Material Weakness

As reported in the Troubled Company Reporter on June 27, 2005, Q
Comm International, Inc., a provider of prepaid transaction
processing and electronic point-of-sale (POS) distribution
solutions, will restate the financial information presented in the
Company's 2004 Annual Report on Form 10-KSB and first quarter 2005
Form 10-Q.  As such, the Company's financial information in the
2004 Form 10-KSB and the first quarter 2005 Form 10-Q should no
longer be relied upon.  Under Public Company Accounting Oversight
Board Auditing Standard No. 2, the restatement of the Company's
financial statements is a strong indicator that a material
weakness in internal control over financial reporting exists.  The
Company's management is reviewing its disclosure and internal
controls over financial reporting to remediate the situation.


RADIANT ENERGY: Gets CDN$2.33 Million in Private Equity Placement
-----------------------------------------------------------------
Radiant Energy Corporation reported the completion of a
non-brokered private placement for 15,537,133 common shares at
$0.15 per common share for gross proceeds of C$2,326,440.  The
Company also completed a Share for Debt private placement, issuing
8,343,451 common shares to retire C$1,714,858 of debt.

Under the non-brokered private placement, the Company issued
35,000 common shares with respect to a finder's fee to National
Bank Financial.  Insiders of the Company subscribed for 64.4% of
the common shares issued under the non-brokered private placement.

"This private placement is key for us to advance the construction
of our deicing systems in Oslo and at JFK," said Colin Digout,
President of Radiant Energy Corp.  "The retirement and conversion
of debt is an important contribution to strengthening our balance
sheet as we prepare for expansion opportunities."

Use of proceeds includes C$1,400,000 applied to the deicing
projects underway at John F. Kennedy Airport in New York and at
Gardermoen Airport in Oslo, Norway.  The Company also allocated
C$520,000 to repay a short-term credit facility.  The remaining
proceeds of the private placement were allocated to working
capital needs.

                         Shares for Debt

The Company completed, subject to acceptance by the TSX Venture
Exchange, a Shares-for-Debt private placement to convert
outstanding Convertible Debentures and accrued interest and for
the settlement of amounts due to the management of Radiant
Aviation Services Europe AS (RAS Europe).  The Company will issue
8,343,451 common shares to retire debts of C$1,754,858.

           Settlement of Series A, B, and C Debentures

The Company reached agreement with certain holders of the Series
A, B and C Convertible Debentures.  Principal on the Series A
Debentures are currently convertible at 580 common shares per
US$1,000 debenture (approximately C$2.05 per common share).  To
encourage conversion of the Series A Debentures the Company has
increased the conversion rate to 3,634 common shares
(approx.C$0.33 per common share) provided the holder agreed to
convert the Series A debentures owned and the holder agreed to
forgive all accrued interest due to the holder.  As at May 15,
2005, the total principal outstanding was US$1,152,000 and accrued
interest was US$299,150.  Settlement agreements were entered to
issue 2,260,166 common shares to retire Series A debentures with a
face value of US$622,000 (54%) and accrued interest equal to
US$170,791. Insiders and those who may become insiders to the
Company will receive 1,562,492 common shares to retire US$553,128
of debt.

On May 15, 2005, the Company owed C$44,422 for principal and
C$14,978 for accrued interest on the Series B Convertible
Debentures.  The existing conversion rate of the principal to
common shares is C$0.10.  The Company signed settlement agreements
for the outstanding accumulated interest through the issuance of
6.667 common shares (C$0.15 per common share) for every C$1.00 of
accrued interest conditional on conversion of all the debentures
held by each Debenture Holder.  All Series B Debentures will be
converted and the total number of common shares to be issued with
respect to the Series B Debentures and accrued interest will be
544,074 common shares to retire C$59,400 of debt.

On May 15, 2005, the company owed C$230,000 principal and C$24,398
for accrued interest on the Series C Convertible Debentures.  The
existing conversion rate of principal to common shares is C$0.10.   
The Company has agreed to settle, the outstanding accumulated
interest through the issuance of 6.667 common shares
(approximately C$0.15 per common share) for every C$1.00 of
accrued interest conditional on conversion of all the debentures
held by each Debenture Holder.  Agreements were signed to settle
all Series C Debentures.  The total number of common shares to be
issued with respect to the Series C Debentures and accrued
interest will be 2,462,652 common shares to retire C$254,398 of
debt.  Insiders and those who may become insiders to the Company
will receive 1,815,412 common shares to retire C$187,312 of debt.

                 Settlement of Accrued Interest
            on the 9% Secured Convertible Term Loans

On May 16, 2005, the company owed US$750,000 for principal and
US$235,519 for accrued interest on the 9% Secured Convertible Term
Loans with two insiders and a shareholder who will become an
insider of the Company.  The principal is convertible at 7.5
common shares for every USD $1.00 (Approx. C$0.16).  The Company
entered settlement agreements to convert all the outstanding
accumulated interest through the issuance of 8.3333 common shares
(approximately C$0.15 per common share) for every USD $1.00 of
accrued interest outstanding on May 15, 2005.  The three secured
lenders also agreed to reduce the annual interest rate on the
loans from 9% to 0%.  The total number of common shares to be
issued with respect to the accrued interest will be 1,962,642
common shares to retire USD$235,519 of debt.

                 Settlement of Accrued Interest
                on the Short-term Credit Facility

On May 16, 2005, the company owed C$545,000 principal and C$39,588
of accrued interest on a Short-term Credit Facility with one
insider and a shareholder will become an insider of the Company.   
The principal was repaid from the proceeds on the private
placement.  The Company entered settlement agreements to convert
all the outstanding accumulated interest through the issuance of
6.667 common shares (approx. C$0.15 per common share) for every
USD $1.00 of accrued interest outstanding on May 15, 2005.  The
total number of common shares to be issued with respect to the
accrued interest will be 263,917 common shares to retire C$39,588
of debt.

                    Settlement of Amounts Due
             by Radiant Aviation Services Europe AS

Radiant Aviation Services Europe AS, a fully owned subsidiary of
the Company, had accrued commissions, consulting fees and other
amounts due to two consultants engaged by the company to provide
management and financial services to RAS Europe.  The acting
Managing Director, who is an insider of the Company, will be
issued 750,000 common shares for all amounts due of C$112,500.  An
additional 100,000 was issued to settle C$15,000 owed to a
consultant providing financial advice to the Company.

After completing these transactions, the Company will have
57,431,358 common shares issued and outstanding and 67,394,858
common shares on a fully diluted basis.  Completion of the private
placements are subject to acceptance by the TSX Venture Exchange
and all the common shares issued will be subject to a four-month
hold period under Canadian securities laws.

Radiant Energy Corporation, through its wholly owned subsidiary
Radiant Aviation Services developed and sells the world's only  
infrared alternative to traditional glycol-based aircraft deicing.
Its fully patented InfraTek(R) systems are approved for use by the
FAA.  Prior to the introduction of InfraTek, spraying with glycol  
was the only feasible method to satisfy FAA safety guidelines for  
ensuring that aircraft are properly deiced prior to take-off.  
Common shares of Radiant trade on the TSX Venture Exchange (symbol
RDT).

As of April 30, 2005, Radiant Energy's balance sheet reflected a
CDN10,284,261, equity deficit.


RELIANCE GROUP: Creditors' Committee Files Liquidating Ch. 11 Plan
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Reliance Group Holdings, Inc.'s chapter 11 proceedings filed a
Plan of Reorganization for RGH and an accompanying Disclosure
Statement explaining the Plan in the U.S. Bankruptcy Court for the
Southern District of New York on Aug. 18, 2005.  

The Creditors' Committee represents the Debtor's general unsecured
creditors, which hold an estimated $600 million in claims.  These
claims principally include:

   -- the claims of creditors holdings notes issued under certain
      senior and subordinated bond indentures;

   -- the claims of the Pension Benefit Guaranty Corporation; and

   -- the claims of certain of the Debtor's directors, officers,
      and employees.

                        About the Plan

The Plan is the result of extensive negotiations among the Debtor,
the Creditors' Committee, the Bank Committee, the PBGC, and the
Liquidator.

The Plan is a plan of liquidation for RGH, which will be
principally implemented through a Liquidating Trust.  The Plan
distributes the Debtor's remaining assets to its general unsecured
creditors through the Liquidating Trust, which will receive all of
the Debtor's assets.  The assets to be distributed include cash,
certain tax-related assets, and a portion of the recoveries from
certain lawsuits.  The Committee said that these distributions,
spread over all of the claims, provide less than full recovery to
general unsecured creditors.

                      Treatment of Claims

Class 3 creditors representing senior bondholders, subordinated
bondholders and general unsecured creditors, will:

   -- receive a full satisfaction of their allowed claim in
      exchange for any and all contractual subordination rights
      and a right to its pro rata share of non-certified
      beneficial interests in the Liquidating Trust; and

   -- be deemed to have assigned its D&O Litigation Claims and
      Creditor Litigation Claims, if any, to the Debtor and/or the
      Liquidating Trust, provided that the holder is not an opt-
      out claimant.

Under the Plan, the holder of the Liquidator Claim will receive a
full satisfaction of its allowed claim in exchange for an
extinguishment of this claim or any other claims against the
Debtor, the payments or other distributions provided under the Tax
Sharing Agreement and the PA Settlement Agreement.

The Liquidator Claim will be deemed allowed in the aggregate
amount of $288 million and will not be subject to defense, setoff
or counterclaim.

Subordinated creditors holding all securities litigation claims
will not receive anything under the Plan, while equity interests
will be cancelled on the effective date.

                    Appointment of Trustee

On the effective date, James A. Goodman will be appointed Trustee
of the Liquidating Trust and will govern the Trust, subject to the
provisions regarding the Trustee's possible removal.  Mr. Goodman
served as a U.S. Bankruptcy Judge for the District of Maine from
1981 until 2001 and served as the Chief Bankruptcy Judge of the
same Court from 1990 until 1997.  Mr. Goodman also serves as a
member of the Bankruptcy Appellate Panel for the First Circuit
since 1996.

                    The Liquidating Trust

The Liquidating Trust will make annual distributions of its net
income plus all net proceeds from the sale of assets, necessary to
maintain the value of its assets or to meet claims and contingent
liabilities and to evaluate litigation claims.

Distributions to holders of allowed senior bondholder claims and
subordinated bondholder claims will be made to the respective
Indenture Trustee.

                       Trust Funding

The Creditors' Committee developed a $5 million budget with
respect to the funding of the Liquidating Trust's operating
expenses including indemnification and other appropriate reserves.

The proposed budget reflects discussions with Mr. Goodman and the
Creditors' Committee's good faith estimation regarding the amount
of funding that will be required by the Liquidating Trust.  
However, although the Creditors' Committee believes the proposed
budget is reasonable and should be adequate, there is no guarantee
that the Liquidating Trust will have sufficient funds to cover all
of its operating expenses.

The dissolution of the Debtor will not affect the current
ownership or management of Reorganized Reliance Financial Services
Corp. or Reliance Insurance Co.

As reported in the Troubled Company Reporter on Aug. 17, 2005, the
Creditors Committee asked the Bankruptcy Court to schedule a
hearing on Sept. 21, 2005, to consider the adequacy of the
Disclosure Statement related to a Plan of Reorganization for RGH.

A full-text copy of the Creditors' Committee's Liquidating Plan of
Reorganization is available for a fee at
http://ResearchArchives.com/t/s?f7

A full-text copy of the Disclosure Statement accompanying the Plan
is available for a fee at http://ResearchArchives.com/t/s?f8

A full-text copy of the Liquidating Trust Agreement is available
for a fee at http://researcharchives.com/t/s?fb

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.


REUNION INDUSTRIES: Reports $26.32M Equity Deficit at June 30
-------------------------------------------------------------
Reunion Industries, Inc., disclosed to the Securities and Exchange
Commission its operation results for quarter ending June 30, 2005.

The Company's net sales, gross margins and EBITDA percentages for
the three months ended 2005 and 2004 are:

                       Net Sales        Gross Margin       EBITDA
                 --------------------  --------------  --------------
                    2005       2004     2005    2004    2005    2004
                 ---------  ---------  ------  ------  ------  ------
Pressure vessels $   6,803  $   5,872   35.6%   20.5%   29.3%   17.3%
Cylinders            5,397      4,402   19.0%   16.7%   10.1%    4.3%
Grating              1,963      2,582   22.9%   26.3%   13.8%   12.6%
Plastics             5,297      4,682   18.0%   18.6%   12.9%   13.7%
                 ---------  ---------  ------  ------  ------  ------
  Totals         $  19,460  $  17,538   24.9%   19.4%   17.9%   12.4%
                 =========  =========  ======  ======  ======  ======

Net sales for the second quarter of 2005 were up 11.0% from the
second quarter of 2004.  The increase reflects sales increases at
all of the domestic operations, which offset reduced sales of
grating at our Chinese joint venture.  The increase in domestic
sales is primarily the result of improving orders in 2005 over
2004 at all divisions which produced a 50% increase in the
April 1, 2005, combined backlogs over April 1, 2004.  The
increased April 1, 2005, backlog in the pressure vessel segment
not only reflects improving orders, but also a residual effect
from a January 2005 accident negatively impacted operations in
that first quarter. The decrease in grating sales reflects the
impact of additional competition from local Chinese businesses,
which situation is expected to continue throughout the year.

Gross margin as a percentage of sales in the second quarter of
2005 compared to the same quarter in 2004 increased to 24.9% from
19.4%.  This increase reflects gross margin increases in the
pressure vessel and cylinders segments, which offset decreases in
the grating and plastics segments.  Pressure vessel gross margin
as a percentage of sales increased to 35.6% in 2005 from 20.5% in
2004 due primarily to two factors.  One was the receipt in the
second quarter of a business interruption insurance advance
payment of approximately $600,000 related to the plant accident
noted in the Company's first quarter filing.  The second factor is
the 16% increase in pressure vessel sales in 2005 over 2004, which
generated improved efficiencies of operation.  The increase in
cylinder gross profit margin reflects the benefits in operations
as a result of a 22% increase in cylinder sales in 2005 over 2004.  
The decrease in gross margin in the grating segment reflects the
negative impact from reduced sales.  The decrease in the gross
margin in the plastics segment is primarily due to a more
favorable product mix in 2004, higher plant inefficiencies in 2005
related to new molds and higher material costs that have yet to be
passed on to customers.

               Selling, General and Administrative

Selling, general and administrative expenses for the second
quarter of 2005 were $2.4 million, an increase of $163,000 from
the expenses for the second quarter of 2004.  This increase
reflects the net of $262,000 in additional divisional expense
offset partially by a reduction of $99,000 in corporate expense.  
Of the divisional increase, $190,000 was in the pressure vessel
segment and related primarily to an increase in sales commissions
due to an increase in foreign sales.  The majority of the other
increase was in the cylinder segment and reflects additional
professional fees for legal and employment related issues.  The
decrease in corporate expenses reflects reductions in both staff
and operating expenses.  As a percentage of sales, SGA expenses
decreased to 12.2% for the second quarter of 2005 compared to
12.6% for the second quarter of 2004 as overall expenses increased
slower than the overall increase in sales.

                  Gain on Debt Extinguishments

There were no gains on debt extinguishments in the second quarter
of 2005.  There were $470,000 of those gains in the second quarter
of 2004.  Of this amount, $262,000 was related to the SFSC
Settlement and $208,000 was related to the 13% Senior Note second
Consent Solicitation.

                        Other Income, Net

Other income, net for the second quarter of 2005 was $4,000,
compared to other income, net of $204,000 for the second quarter
of 2004.  There were no significant offsetting items of other
income and expense in the 2005 period.

Significant items in the 2004 period included other income of
$331,000, relating to an adjustment of the Louisiana environmental
reserve, and other expense of $171,000, related to the costs to
complete the consolidation of the cylinder operations into one
facility in Libertyville, Ill.  There were no other individually
significant items in the second quarter of 2004.

                       Minority Interests

Minority interests for the second quarter in 2005 and 2004 was
$71,000 and $113,000, respectively.  These amounts represent the
income during the quarter allocated to the minority ownerships of
the Company's consolidated foreign grating joint venture.  
Minority interests are calculated based on the percentage of
minority ownership.  From a balance sheet perspective, minority
interest was reduced by the minority ownership of the 2005
declared dividend.

                        Interest Expense

Interest expense for the second quarter of 2005 was $2.145 million
compared to $1.975 million for the second quarter of 2004.  The
significant interest increases were $108,000 for interest accrued
on the Senior Note interest that the Company was not able to make
in January of 2005, $100,000 for a higher level of amortization of
deferred financing costs and estimated warrant value and $62,000
for interest expensed in connection with the May 2004 supplemental
loan to the Wachovia credit facility.

Offsetting a portion of these increases was a $108,000 decrease in
interest expense as a result of the SFSC Settlement as referred to
above in the caption "Gain on Debt Extinguishments".  The
remaining net increase in expense is due to an increase in
interest rates in the 2005 period over the 2004 period.

A full text copy of Reunion Industries' Quarterly Report is
available for free at http://ResearchArchives.com/t/s?f5

Reunion Industries, Inc., owns and operates industrial
manufacturing operations that design and manufacture engineered,
high-quality products for specific customer requirements, such as
large-diameter seamless pressure vessels, hydraulic and pneumatic
cylinders, grating and precision plastic components.

As of June 30, 2005, Reunion Industries reports liabilities
amounting to $78,975,000, assets amounting to $52,910,000, and
stockholders' deficit at $26,327,000     


ROBERT HOUGH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert B. Hough
        93 Crescent Beach Road
        Glen Cove, New York 11542-1323

Bankruptcy Case No.: 05-85740

Chapter 11 Petition Date: August 22, 2005

Court: Eastern District of New York (Central Islip)

Judge: Melanie L. Cyganowski

Debtor's Counsel: Heath S. Berger, Esq.
                  Steinberg, Fineo, Berger & Fischoff, PC
                  40 Crossways Park Drive
                  Woodbury, New York 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


RODGERS GMC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rodgers GMC, Inc.
        4701 Clinton Highway
        Knoxville, Tennessee 37912

Bankruptcy Case No.: 05-34551

Type of Business: The Debtor sells new cars; used cars,
                  trucks and SUVs; auto parts; and accessories.
                  See http://www.rodgerscars.com/

Chapter 11 Petition Date: August 22, 2005

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Michael H. Fitzpatrick, Esq.
                  Jenkins & Jenkins Attorneys, PLLC
                  2121 First Tennessee Plaza
                  800 South Gay Street
                  Knoxville, Tennessee 37929
                  Tel: (865) 524-1873

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
   ------                     ---------------       ------------
TN Dept. of Revenue           Sales tax                 $180,000
TN Atty. Gen. Off. Bkcy. Unit
426 5th Avenue, 2nd Floor
Nashville, TN 372430489

TN Motor Vehicle Commission   Penalty Due/Rodgers        $95,000
TN Atty. Gen. Off.            Suzuki
Bkcy. Unit
426 5th Ave, 2nd Floor
Nashville, TN 372430489

Quality Auto Sales            Agreed buy-out purchase    $80,000
3820 North Broadway           payments due
Knoxville, TN 37917

Internal Revenue Service      941/940 Payroll Tax        $32,000

Lonon, LLC                                               $30,000

Baker, Donelson, Bearman,                                $22,000
Caldwell & Berkowitz

Chestnut Street Garage                                    $7,850

American Express              Credit card purchases       $5,972

Reynolds & Reynolds           Computer software           $5,000

Bacon & Company, Inc.                                     $4,507

Reyna Capital Corporation     Computer hardware           $4,000

Central Auto Parts                                        $3,211

American Tire Distributors                                $1,803

Kelso Oil Company                                         $1,719

ChoiceData                                                $1,386

Ken Smith Auto Parts                                      $1,302

Customer Funding.com                                      $1,250

US Bancorp                                                $1,058

City Diesel                                                 $975

Fatcat Customs                                              $955


RUSSELL-STANLEY: Combined Plan & Disclosure Hearing Set on Oct. 3
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a combined hearing on Oct. 3, 2005, to consider
confirmation of Russell-Stanley Holdings, Inc.'s reorganization
plan and approval of the Disclosure Statement and Solicitation
Procedures.

The Debtor filed a prepackaged chapter 11 plan in order to
effectuate an asset purchase agreement with an affiliate of
Mauser-Werke GmbH & Co. KG and One Equity Partners.  Pursuant to
that agreement, Russell-Stanley and certain of its subsidiaries
will sell substantially all of their assets to Mauser.  Prior to
the filings, Russell-Stanley obtained 100% acceptance of the Plan
from voting creditors.  This unanimous support is expected to
minimize the duration of the Chapter 11 cases.

Under the proposed plan, Russell-Stanley's existing subordinated
debt and equity will be cancelled, and bondholders will receive
their pro rata share of the sale proceeds that remain after
secured claims, unsecured claims other than bond claims, and
Chapter 11 expenses have been paid or reserved.

The proposed plan of reorganization contemplates the payment in
full of any allowed pre-petition vendor claims that remain unpaid
upon consummation of the Plan.  Moreover, as part of the
transaction, Mauser has agreed, upon the closing, to assume and
pay valid and accrued trade payables that are not otherwise paid
when due as a result of the filing and that are reflected on the
Company's books.

Creditors have until Sept. 23, 2005, to file their written proofs
of claim.

A full-text copy of the Debtor's prepackaged chapter 11 plan is
available at no charge at http://ResearchArchives.com/t/s?f9

A full-text copy of the Disclosure Statement explaining the Plan
is available at no charge at http://ResearchArchives.com/t/s?fa

                        First-Day Motions

Also, the Court approved the Debtor's "first-day" motions that
will enable Russell-Stanley's operations to proceed smoothly and
without interruption throughout its pre-packaged reorganization
cases.  

The Court approved the motions related to the Company's ability
to:

   -- pay employee salaries, wages and benefits in the ordinary
      course;

   -- utilize existing cash management systems

   -- continue its customer programs

   -- pay trade creditors in the ordinary course

   -- use the cash collateral of their lenders to fund operations
      during the restructuring, and

   -- prohibit utilities from discontinuing service and permitting
      payment of such utilities in the ordinary course.

"The court's approval of our first-day motions will ensure that
Russell-Stanley can conduct business as usual and remain focused
on serving our customers as we go through this process," said Ron
Litchkowski, President and CEO of Russell-Stanley.

Russell-Stanley expects to emerge from Chapter 11 and close the
transaction with Mauser within the next few months subject to
customary closing conditions contained in the Purchase Agreement,
including receipt of all necessary bankruptcy court and other
approvals.

Mauser-Werke GmbH Co. KG -- http://www.mauser-werke.com/-- is a  
global leader in industrial packaging, with its headquarters in
Bruehl, Germany.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North  
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


SENETEK PLC: June 30 Balance Sheet Upside-Down by $1.98 Million
---------------------------------------------------------------
Senetek PLC (OTC Bulletin Board: SNTKY) reported a loss for the
quarter ended June 30, 2005 of $88,000 compared to a loss for the
quarter ended June 30, 2004 of $312,000.

Revenues for the quarter ended June 30, 2005 totaled $1,477,000,
comparable to the $1,442,000 reported for the second quarter of
2004.  Increased revenue from Valeant Pharmaceuticals
International and various European licensees, were partially
offset by reduced royalty revenue from The Body Shop and from
monoclonal antibodies.

Net loss for the six months ended June 30, 2005 totaled $672,000
compared to net income of $320,000 for the comparable period in
2004.

Revenues for the six months ended June 30, 2005 totaled $2,716,000
compared to  $4,687,000 for the first six months of 2004.  The
decrease in 2005 revenues was primarily the result of the $1.5
million received as part of the March 2004 OMP legal settlement.

Operating expenses for the quarter and six months ended June 30,
2005 totaled $1.2 million and $2.7 million compared to $1.3
million and $3.5 million for the three and six months ended June
30, 2004.  The reduction in operating expenses for the six months
ended June 30, 2005 compared to 2004 resulted primarily from a
$700,000 decrease in legal fees related to the OMP lawsuit settled
in March 2004.  Operating expenses for the six months ended
June 30, 2005 included approximately $115,000 of severance
payments related to the departure of a senior executive in
connection with Senetek's long term goal of operating expense
reduction.

The Company's bottom line benefited from reduced interest expense
in the quarter and six months ended June 30, 2005 compared to 2004
of $59,000 and $116,000, resulting from $1.6 million of principal
debt payments made in August 2004.  Senetek's income from
discontinued operations was $89,000 and $75,000 in the six months
ended June 30, 2005 and 2004.  The Company is scheduled to collect
an additional $325,000 over the next two years under the terms of
the sale of its discontinued operations.

The Company's current ratio as of June 30, 2005 is strong at 2.72
compared to 2.54 at December 31, 2004.  As of June 30, 2005 the
Company's liquid position, represented by cash, cash equivalents
and short term investments totaled $3.34 million, a decrease of
$1,183,000 from December 31, 2004, primarily caused by the net
loss for the six months ended June 30, 2005 of $672,000 and
reduction in the Company's accounts payable and accrued expenses
of $644,000.

Senetek expects its cash flow to improve beginning in 2006 as a
result of the recently signed amendment to the Valeant license
agreement under which the Company will receive minimum annual
royalty payments of $6 million in contract year 2006, $7 million
in contract year 2007, and $8 million in contract years 2008
through 2010, subject to a royalty credit to Valeant of $250,000
per quarter in consideration of previous payments.

Frank J. Massino, Chief Executive Officer, commenting on the
financial performance, said, "Our liquidity and cash position
remain strong and our loss for the quarter ended June 30, 2005 has
narrowed as we continue to focus our efforts on skincare licensing
and enhancing our portfolio of proprietary compounds.  The recent
signing of the amended license agreement with Valeant that expands
their rights for Kinetin and provides exclusive rights for Zeatin,
should provide Senetek with an outstanding revenue base and
improved financial strength for future years.  This should allow
us the necessary working capital to continue our research in our
primary core business, skincare and dermatological therapeutics,
with the goal of bringing new proprietary compounds to market".

Mr. Massino said the Company will conduct its quarterly conference
call in the near future at which time it will address the
Company's financial performance as well as the strategic direction
for the future.  

Senetek PLC -- http://www.senetekplc.com/-- is a life sciences-
driven product development and licensing company focused on the
high growth market for dermatological and skin care products
primarily addressing photodamage and age-related skin conditions.  
Senetek's patented compound Kinetin is a naturally occurring
cytokinin that has proven effective in improving the appearance of
aging skin with virtually none of the side effects associated with
acid-based active ingredients.  Senetek has licensed Kinetin to
leading global and regional dermatological and skin care marketers
including Valeant Pharmaceuticals, The Body Shop and Revlon.  
Senetek's researchers at the University of Aarhus, Denmark, also
are collaborating with the Institute of Experimental Botany,
Prague, and with the Department of Dermatology, University of
California at Irvine, to identify and evaluate additional new
biologically active compounds for this high growth field.

At June 30, 2005, Senetek PLC's balance sheet showed a $1,985,000
stockholders' deficit, compared to a $1,361,000 deficit at
Dec. 31, 2004.


SOUTHAVEN POWER: Wants Until Jan. 16, 2006 to File Chapter 11 Plan
------------------------------------------------------------------
Southaven Power, LLC, asks the U.S. Bankruptcy Court for the
Western District of North Carolina, Charlotte Division, for an
extension of its exclusive periods to file and solicit acceptances
of a chapter 11 plan.  The Debtor wants until Jan. 16, 2006, to
file a plan and until March 15 to solicit acceptances of that
plan.

The Debtor explains that the estate's most important asset is
ongoing litigation against PG&E Energy Trading-Power, L.P., nka
NEGT Energy Trading - Power, L.P.  In the suit, NEGT Energy
asserts an $8 million breach of contract claim against the Debtor.  
In turn, the Debtor asserts a $500 million rejection damage claim
against NEGT.  The litigation is subject to an arbitration
proceeding scheduled for October 17 to October 28, 2005.  

The Debtor says that a final resolution of the suit is key to
determining distributions to creditors and to the ultimate
formulation of any plan of reorganization.  

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).  
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


STONERIDGE INC: Joseph Mallak Resigns as Chief Financial Officer
----------------------------------------------------------------
Stoneridge, Inc. (NYSE: SRI) reported that Joseph M. Mallak has
resigned as the Company's vice president and chief financial
officer, effective immediately.

"We thank Joe for his contributions to Stoneridge and we wish him
well in his future endeavors," said Gerald V. Pisani, president
and chief executive officer.  "He has provided support and
guidance for our restructuring initiatives over the past year
which will strengthen our future position."

The Company has retained an executive search firm to find a
successor.  In the interim, Mallak's responsibilities will be
assumed by the Company's financial team, under Pisani's
supervision.  Mallak's resignation is not related to any financial
or accounting issues.

"We believe that our current finance team has the knowledge and
experience to effectively perform the necessary duties during this
transition," Pisani said.  "Our guidance for 2005 remains
unchanged."

                        Earnings Outlook

Based on the current industry outlook, Stoneridge reaffirms its
expectations for third-quarter 2005 net income to be between
negative $0.05 and positive $0.05 per diluted share, compared with
$0.17 per diluted share for last year's third quarter.  The
Company's full-year 2005 outlook of $0.40 to $0.50 per diluted
share also remains unchanged.

Headquartered in Warren, Ohio, Stoneridge, Inc. --
http://www.stoneridge.com/-- is a leading independent designer  
and manufacturer of highly engineered electrical and electronic
components, modules and systems principally for the automotive,
medium- and heavy-duty truck, agricultural and off-highway vehicle
markets.  Net sales in 2004 were approximately $682 million.  

                         *      *      *

As reported in the Troubled Company Reporter on May 3, 2005,  
Standard & Poor's Ratings Services revised its outlook on  
Stoneridge Inc. to stable from positive, following the company's  
announcement that 2005 earnings will fall well short of previous  
guidance.  Because of the lower earnings target, it is unlikely  
the company will achieve and sustain credit statistics  
sufficiently improved to support a ratings upgrade in the next  
year or two.  At the same time, Standard & Poor's affirmed its
'BB-' corporate credit, 'BB' senior secured debt, and 'B+' senior  
unsecured debt ratings on Stoneridge.


S-TRAN HOLDINGS: Paying $8.7 Million to LaSalle Business Credit
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave S-Tran
Holdings, Inc., and its debtor-affiliates authority to pay LaSalle
Business Credit LLC, the $8,780,000 net proceeds from the sale of
their personal property.

The Debtors owe LaSalle approximately $9 million under a senior
secured credit facility.  The debt is secured by a lien on
substantially all of S-Tran Holdings' properties.

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.


TOWER AUTOMOTIVE: Can Remove Civil Actions Until October 31
-----------------------------------------------------------
As previously reported, Tower Automotive Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to further extend the period within which they may
file notices of removal with respect to civil actions pending on
the Petition Date, to and including the later to occur of:

   (x) December 31, 2005, or

   (y) 30 days after the entry of a Court order terminating the
       automatic stay with respect to the particular action that
       is sought to be removed.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that since April 20, 2005, the Debtors' management
personnel and professionals have been actively involved in
supervising and implementing several key steps in the Debtors'
reorganization, including, but not limited to:

   (a) amending the Debtors' schedules of assets and liabilities
       and statements of financial affairs;

   (b) identifying and terminating unprofitable business
       ventures;

   (c) continuing the process of reconciling reclamation claims;

   (d) stabilizing the Debtors' cash management system;

   (e) maintaining the Debtors' sensitive supply chain with their
       customers and vendors;

   (f) negotiating amendments and waivers with the Debtors'
       secured lenders;

   (g) marketing and selling certain non-core assets;

   (h) preparing and filing the Debtors' monthly operating
       reports;

   (i) reviewing various revenue enhancing alternatives;

   (j) developing a business plan; and

   (k) negotiating and settling claim and set-off issues among
       the Debtors' vendors and customers.

                        *    *    *

Judge Gropper extended the period within which the Debtors may
file notices of removal with respect to civil actions pending on
the Petition Date, to and including the earlier to occur of
October 31, 2005, or 30 days after the entry of a Court order
terminating the automatic stay with respect to the particular
action that is sought to be removed.  Bankruptcy Court records
don't indicate the reason for the 60-day contraction from Tower's
original request.

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: Secures Waiver Letter from JPMorgan Chase
-----------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates sought and
obtained the Court's authority to enter into a waiver letter with
respect to the DIP Credit Agreement syndicated by JPMorgan Chase
Bank, N.A.

The Debtors also obtained permission to pay a waiver fee to the
Consenting DIP Lenders.

The Debtors' Motion and the Waiver Letter have been filed under
seal.

As previously reported, the DIP Agreement provides for a
$725 million commitment of DIP financing comprised of (i) a
revolving credit and letter of credit facility in an aggregate
principal amount not to exceed $300 million and (ii) a term loan
in the aggregate principal amount of $425 million.  The proceeds
of the term loan have been used to refinance the Debtors'
prepetition obligation amounting to $425 million under the credit
agreement existing at the time of the bankruptcy filing.

The proceeds of the revolving credit loans will be used to fund
the ongoing cash requirements of the Debtors during the Chapter
11 proceedings.

The DIP Agreement matures on February 2, 2007; however, the
Debtors are obligated to repay all borrowings made pursuant to
the DIP Agreement upon substantial consummation of a plan of
reorganization of the Debtors that is confirmed pursuant to an
order of the Bankruptcy Court.

Pursuant to the Fourth Amendment to Revolving Credit, Term Loan
and Guaranty Agreement dated April 29, 2005, the lending
syndicate consists of:

   * JPMorgan Chase Bank, N.A., individually and as agent;
   * CypressTree Investment Management Company, Inc.;
   * CSAM Funding IV;
   * CSAM SLF;
   * Madison Park Funding I;
   * Four Corners Capital Management LLC;
   * Olympic CLO I;
   * KKR Financial CLO 2005-1, Ltd.;
   * Malibu CBNA Loan Funding LLC;
   * Wilmington Trust Company, as trustee;
   * Credit Suisse First Boston International;
   * Dunes Funding LLC;
   * Pinehurst Trading, Inc.;
   * Waterville Funding LLC;
   * Satellite Senior Income Fund II, LLC;
   * Wells Fargo Foothill, LLC;
   * Cypresstree CLAIF Funding LLC;
   * Jupiter Loan Funding LLC;
   * Red Fox Funding LLC;
   * Winged Foot Funding Trust;
   * MJX Asset Management, LLC;
   * The CIT Group/Business Credit;
   * Boston Management and Research, as investment advisor;
   * Eaton Vance Management, as investment advisor;
   * Harbour Town Funding LLC;
   * L. A. Funding LLC.;
   * Natexi's Banques Populaires;
   * UBS AG, Stamford Branch;
   * Avenue CLO Fund, Ltd.;
   * Canadian Imperial Bank of Commerce;
   * Canyon Capital Advisors LLC
   * McDonnell Investment Management, LLC, as manager;
   * Merrill Lynch Capital;
   * Morgan Stanley Senior Funding, Inc.;
   * Sankaty Advisors, LLC as collateral  manager;
   * Highland Capital Management, L.P, as Collateral Manager;
   * Nationwide Life Insurance Company;
   * Nationwide Mutual Insurance Company;
   * Oppenheimer Senior Floating Rate Fund;
   * General Electric Capital Corporation;
   * Wachovia Capital Finance (Central);
   * Carlyle High Yield Partners, L.P.;
   * Carlyle High Yield Partners IV, Ltd.;
   * Carlyle Loan Opportunity Fund;
   * Carlyle High Yield Partners VI, Ltd.; and
   * Carlyle Loan Investment, Ltd.

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)


UNITED RENTALS: Soliciting Consents from Securities Holders
-----------------------------------------------------------
United Rentals, Inc. (NYSE: URI) is soliciting consents for
amendments to the indentures governing its bonds and QUIPs
securities, which would allow the company additional time to make
certain SEC filings.  As previously announced, the company has
delayed filing its Form 10-K for 2004 and Form 10-Qs for
subsequent 2005 quarters.

The consents are being solicited from the holders of these
securities:

   -- 6-1/2% Senior Notes due 2012;

   -- 7-3/4% Senior Subordinated Notes due 2013;

   -- 7% Senior Subordinated Notes due 2014;

   -- 1-7/8% Convertible Senior Subordinated Notes due 2023

   -- 6-1/2% Convertible Quarterly Income Preferred Securities
      (QUIPs);

The indentures for the securities require the company to timely
file required annual and other periodic reports with the SEC.  The
proposed amendments would, among other things, allow the company
up until March 31, 2006 to regain compliance with this requirement
and waive any violation of this requirement that has previously
occurred.

The company is offering a consent fee of $2.50 for each $1,000 in
principal amount of notes and $0.125 for each $50 of liquidation
preference of QUIPs as to which the holder provides a consent.  In
addition, if the company does not file its 2004 Form 10-K by
December 31, 2005, the company will pay an additional $2.50 for
each $1,000 in principal amount of notes and $0.125 for each $50
of liquidation preference of QUIPs.

Approval of the proposed amendments and related waiver with
respect to each series of securities requires the consent of
holders of the majority of principal amount or liquidation
preference, as applicable, of the outstanding securities of such
series.

The consent solicitations will expire at 5:00 p.m., New York City
time, on September 7, 2005, unless extended.  Holders may tender
their consents to the Information Agent at any time before the
expiration date.  However, after consents are received from the
requisite majority of holders of any series of securities, the
company will execute a supplemental indenture and thereafter the
consents related to that series may not be revoked unless the
company fails to pay the required consent fee.

The company has retained Credit Suisse First Boston to serve as
Solicitation Agent for the solicitation, and MacKenzie Partners to
serve as the Information Agent.  Copies of the consent
solicitation statements, consent form and related documents may be
obtained at no charge by contacting the Information Agent by
telephone at (800) 322-2885 (toll free) or (212) 929-5500 (call
collect), or in writing at 105 Madison Avenue, New York, New York
10016.  Questions regarding the solicitation may be directed to:
Credit Suisse First Boston, Eleven Madison Avenue, New York, New
York, 10010, U.S. Toll Free: (800) 820-1653, Call Collect: (212)
325-7596, Attn: Liability Management Group.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the    
largest equipment rental company in the world, with an integrated  
network of more than 730 rental locations in 48 states, 10  
Canadian provinces and Mexico.  The company's 13,200 employees  
serve construction and industrial customers, utilities,  
municipalities, homeowners and others.  The company offers for  
rent over 600 different types of equipment with a total original  
cost of $3.9 billion.  United Rentals is a member of the Standard  
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is  
headquartered in Greenwich, Connecticut.  

                        *     *     *

As reported in the Troubled Company Reporter on July 18, 2005,  
Moody's Investors Service lowered the long-term ratings of United  
Rental (North America) Inc. and its related entities:  

   * Corporate Family Rating (previously called Senior Implied)  
     to B1 from Ba3;  

   * Senior Unsecured to B2 from B1; Senior Subordinate to B3  
     from B2; and  

   * Quarterly Income Preferred Securities to Caa1 from B3.

The rating action is prompted by the continuing challenges facing  
the company in resolving the pending SEC investigation and certain  
accounting irregularities.  These challenges are accentuated by  
today's announcement regarding the employment status of the  
company's President and Chief Financial Officer.  URI's board  
determined that refusal by the President and CFO to answer  
questions at this time by the special committee of the board  
constitutes a failure to perform his duties, and would constitute  
grounds for termination if not cured within the thirty-day cure  
period provided by his employment agreement.  The special  
committee of the board is reviewing matters relating to the  
previously disclosed SEC inquiry of the company.


UNIVERSAL COMMS: Reports $2.12MM Stockholders' Deficit at June 30
-----------------------------------------------------------------
Universal Communication Systems, Inc., disclosed the results of
its operations to the Securities and Exchange Commission in its
report for the quarter ending June 30, 2005.

                       Comparative Results

Revenues for the three months ended June 30, 2005, compared to the
same period ended June 30, 2004, decreased $175,582, from $220,529
in 2004 to $44,947 in 2005.  These sales were entirely from our
Millennium operations, and the decrease resulted from timing of
contract completions.  Revenues for the nine months ended
June 30, 2005, compared to the nine months ended June 30, 2004,
increased $446,235 from $449,856 to $896,091.  The increase
resulted from Millennium's contract completions and sales in
Airwater equipment.

Cost of sales totaled $63,667 for the three months ending
June 30, 2005, and $250,051 for the three months ending
June 30, 2004.  For the nine months ended June 30, 2005, and 2004,
cost of sales totaled $856,134 and $275,221, respectively.  
Although cost of sales were higher comparatively in 2005 versus
2004, this resulted from freight and production costs of the air
water systems, whose sales and manufacturing was relatively new
during those periods.

Operating expenses for the three months and nine months ended
June 30, 2005, amounted to $885,884 and $2,720,922, respectively,
compared to $779,140 and $2,264,284 for the three months and nine
months ended June 30, 2004.  For both periods, these expenses were
primarily sales and marketing costs, consultants and professional
fees.

Interest expense decreased $15,720 from $45,342 for the three
months ended June 30, 2004, to $29,622 for the three months ended
June 30, 2005.  For the nine months ended June 30, 2005, and 2004,
interest expense increased $12,915 from $275,417 to $288,332,
respectively.  The decrease resulted from the conversion by the
bondholders of a portion of their debt to common stock during the
period and the increase resulted from a settlement on past due
interest penalties with one of the bond holders.

Net losses for the three months ended June 30, 2005 were
$(911,152), as compared with $(821,596) for the three months ended
June 30, 2004.  Net losses for the nine months ended June 30, 2005
were $(2,992,713), as compared with $(2,531,012) for the nine
months ended June 30, 2004.  The increases in net losses are
primarily attributable to increased marketing and consulting
activities with respect to the air water product lines.

                 Liquidity and Capital Resources

On June 30, 2005, the Company's cash position was $59,832 compared
to $453,134 at September 30, 2004.  Cash used in operating
activities for the nine-month period ending June 30, 2005,
compared to the nine months ending June 30, 2004 were $(1,951,458)
and $(1,345,054) respectively.  The primary use of these funds
resulted from operating losses and increase in inventories.  Cash
provided by financing activities for the nine month periods ending
June 30, 2005 and 2004 were $1,571,226 and $1,603,923
respectively.  For both periods, these amounts were derived from
the sale of common and preferred stock and, in 2005, the sale of
convertible notes.

While sales are being developed, current operating cash is being
provided by loans and the sale of preferred and common stock.  The
company has had a working capital deficit for an extensive period
of time.  If management is unable to continue raising funds
through stock sales and loans, the Company may not be able to
continue as a viable concern.  Other than the small line of credit
held by Millennium, the Company does not have a bank line of
credit and there can be no assurance that any required or desired
financing will be available through bank borrowings, debt, or
equity offerings, or otherwise, on acceptable terms, if at all.  
If future financing requirements are satisfied through the
issuance of equity securities, investors may experience
significant dilution in the net book value per share of common
stock.

The Company's Chairman and President, Michael Zwebner, both
personally and through his related foreign financial companies and
contacts, has continued to provide cash funding for our and our
subsidiary's working capital needs, pursuant to his non-binding
commitment previously reported.

Universal Communication Systems, Inc., prior to 2003, was engaged
in activities related to advanced wireless communications,
including the acquisition of radio-frequency spectrum
internationally.  Currently, the Company's activities related to
the advanced wireless communications are conducted only by our
investment in Digital Way, S.A., a Peruvian communication company
and former wholly owned subsidiary.  

As of June 30, 2005, Universal Communication's equity deficit
narrowed to $2,118,402 from a $2,757,191 deficit at Sept. 30,
2004.


VALERO ENERGY: Election Deadline for Premcor Merger Set for Monday
------------------------------------------------------------------
Pursuant to the Agreement and Plan of Merger with Premcor Inc.
(NYSE:PCO), Premcor disclosed that an election deadline for
Premcor stockholders to elect the right to receive either:

     (1) 0.99 Valero shares, plus cash in lieu of any fractional
         shares; or

     (2) $72.76 in cash (Premcor stockholders may also elect cash
         for some of their Premcor shares and Valero shares for
         others),

has been established for Monday, Aug. 29, 2005 at 5:00 p.m.
Eastern Standard Time.

Elections are subject to proration as described in the proxy
statement/prospectus.  Because the exchange ratio is fixed, the
value of the stock consideration will vary with the trading price
of Valero shares and may be different from the value of the cash
consideration.

To make a valid election, a stockholder must, at or before this
time, deliver to Computershare Trust Company of New York, the
Exchange Agent for the merger, a properly completed Form of
Election and Letter of Transmittal (previously sent to Premcor
shareholders), together with Premcor stock certificates, or
confirmation of a book-entry transfer into the Exchange Agent's
account at the Depository Trust Company, as to those Premcor
shares for which they wish to make an election (or instead
properly follow the notice of guaranteed delivery procedure
described in Instruction 15 to the Form of Election and Letter of
Transmittal).

Premcor stockholders may obtain additional copies of the Form of
Election and Letter of Transmittal by contacting The Altman Group,
Inc. at 800-591-8254.

Premcor Inc. -- http://www.premcor.com/-- is one of the largest    
independent petroleum refiners and suppliers of unbranded  
transportation fuels, heating oil, petrochemical feedstocks,  
petroleum coke and other petroleum products in the United States.  
The company owns and operates refineries in Port Arthur, Texas,  
Lima, Ohio, Memphis, Tennessee and Delaware City, Delaware with a  
combined crude oil throughput capacity of approximately 790,000  
barrels per day.   

Valero Energy Corporation -- http://www.valero.com/-- is a    
Fortune 500 company based in San Antonio, with approximately  
20,000 employees and annual revenue of approximately $55 billion.  
The company owns and operates 15 refineries throughout the United  
States, Canada and the Caribbean. Valero's refineries have a  
combined throughput capacity of approximately 2.5 million barrels  
per day, which represents approximately 12 percent of the total  
U.S. refining capacity. Valero is also one of the nation's largest  
retail operators with more than 4,700 retail and wholesale branded  
outlets in the United States, Canada and the Caribbean under  
various brand names including Diamond Shamrock, Shamrock,  
Ultramar, Valero, and Beacon.  

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 27, 2005,
Moody's Investors Service placed Valero Energy Corporation's
ratings under review for possible downgrade in response to
Valero's announcement that it plans to acquire Premcor Inc. for
approximately $8 billion, including the assumption of about
$1.8 billion of debt.  Premcor's ratings remain on review for
possible upgrade, continuing a review initiated on February 23,
2005.  The equity portion of the purchase will be funded with 50%
cash and 50% Valero stock.  Valero expects to fund the cash
portion with a combination of cash on hand and debt.  The
transaction is subject to the approval of Premcor's shareholders
and customary regulatory reviews and is expected to close by
December 31, 2005.

Ratings under review for possible downgrade are Valero Energy
Corporation's Baa3 rated senior unsecured notes, debentures,
medium-term notes, and bank debt, its Ba1 rated subordinated
debentures, its shelf registration for senior unsecured
debt/subordinated debt/preferred stock rated
(P)Baa3/(P)Ba1/(P)Ba2, and its Ba2 rated mandatory convertible
preferred stock.

Ratings under review for possible upgrade are Premcor Inc.'s Ba3
senior implied and B1 non-guaranteed senior unsecured issuer
ratings, Premcor Refining Group's (PRG) Ba2 senior secured rating
of a $1 billion bank facility, PRG's Ba3 rated senior unsecured
notes, PRG's B2 rated senior subordinated notes, and Port Arthur
Finance Corporation's Ba3 rated senior secured notes.

At the same time, Standard & Poor's Ratings Services lowered its
corporate credit rating on Valero Energy Corp. to 'BBB-' from
'BBB' and placed the rating on CreditWatch with negative
implications on the company's announcement that it will acquire
Premcor Inc. in an $8.7 billion transaction.

In addition, Standard & Poor's placed its 'BB-' corporate credit
rating on Premcor on CreditWatch with positive implications.  At
the close of the transaction, the ratings on Premcor are expected
to be equalized with the ratings on Valero, reflecting the
guaranty by Valero of Premcor's debt.


WINN-DIXIE: Can Reject Nine Unexpired Leases
--------------------------------------------
As part of their restructuring plans, Winn-Dixie Stores, Inc., and
its debtor-affiliates sought to sell, sublet, negotiate buyouts
with landlords, or otherwise reduce or eliminate their liability
under many leases.  The Debtors were unable to sell four leases:

    Store No.  Leased Property Location     Landlord
    ---------  ------------------------     --------
      992      3334 Halifax Road            WBFV, INC.
               South Boston, VA 24592

     1233      3230 Augusta Road            Woodberry Plaza
               West Columbia, SC 29169      E&A, LLC

     2047      Mebane Oaks Rd/Peartree Rd   BHBS, Inc.
               Mebane, NC 27302

     1676      1148 South 4th Street        John H.O. La Gatta
               Louisville, KY 40203

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, tells the U.S. Bankruptcy Court for the Middle District
of Florida that the Debtors no longer need the Leases because they
provide no continuing benefit to their estates.  The Debtors have
concluded that the Leases constitute a burden on them and are not
necessary for an effective reorganization.

Mr. Baker relates that rejecting the Leases will save the
Debtors' estates costs incurred with respect to administrative
expenses, including rent, taxes, insurance premiums, and other
charges under the Leases.

To the extent any personal property remains in the premises
subject to the Leases, it is of little or no value to the
Debtors' estates, Mr. Baker says.  Accordingly, the Debtors ask
the Court to deem any interest in those personal properties
abandoned pursuant to Section 554(a) of the Bankruptcy Code.

To the extent that any of the Landlords intend to claim rejection
damages as a result of the proposed rejections, the Debtors ask
the Court to set the deadline to file rejection damage claims at
30 days after the date of entry of the order approving the
rejection.

Accordingly, the Debtors seek the Court's authority to reject the
Leases effective as of the earlier of:

    (a) the date on which the Debtors provide notice of
        termination to the landlords under the leases and tender
        possession of the premises to each Landlord; and

    (b) the date of entry of an order approving the rejection.

The Debtors also sought and obtained authority from the Court to
reject these nine grocery store leases:

   Store
    No.  Leased Property Location              Landlord
   ----- ------------------------              --------
   1612  5252 Bardstown Road Louisville, KY    Ralph & Sarah Dyan

   1621  5364 Dixie Highway Louisville, KY     Bradley Real Estate

   1645  2809 W. Broadway Louisville, KY       Ainstar Realty
                                               Corporation

   1686  3430 Taylor Blvd. Louisville, KY      Taylon LLC

   2712  931 Monroe Drive Atlanta, GA          Ackerman Midtown
                                               Association Ltd.

   2712  931 Monroe Drive Atlanta, GA          John Lagatta

   0901  3024 Sunset Ave Rocky Mount, SC       Carolina Dev't
                                               Company

   0969  6601 Lake Harbor Rd. Midlothian, VA   JNB Company of
                                               Virginia LLC

   0977  3300 Broadrock Blvd Richmond, VA      Horton Properties

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Reform Insurance Policy with XL Insurance
--------------------------------------------------------------
Winn-Dixie Stores, Inc., seeks indemnification for the
substantial property damage it sustained as a result of a series
of devastating hurricanes that swept through the Southeastern
United States during August and September 2004.

Scott E. Morris, Esq., at Holt Ney Zatcoff & Wasserman, LLP, in
Atlanta, Georgia, relates that in 2004, Winn-Dixie operated 1,334
stores along with 22 distribution centers and 20 processing and
manufacturing facilities and a truck delivery fleet.  Winn-
Dixie's operations spanned 14 states, as well as the Bahamas.

                        Property Insurance

As a major retail food chain, Winn-Dixie required adequate
commercial property insurance to guard against a variety of
perils that could harm and disrupt its business.  Because many of
Winn-Dixie's properties and operations were located in states
with Atlantic Ocean coastlines -- Alabama, Florida, Georgia,
Louisiana, Mississippi, North Carolina, South Carolina, Texas and
Virginia -- procuring adequate property insurance against
hurricane losses was of the utmost importance, Mr. Morris says.

According to Mr. Morris, Winn-Dixie instructed its insurance
broker, Marsh USA Inc. to procure through its Atlanta, Georgia,
office, as part of a comprehensive, multiple-layer property
insurance program, commercial excess property insurance from XL.
Winn-Dixie required coverage for hurricane losses that would
allow for the annual aggregation of losses for purposes of
exhausting the underlying coverages and triggering coverage from
XL, because a policy allowing only for exhaustion on a "per
occurrence" basis would result in an unacceptable gap in Winn-
Dixie's necessary excess coverage.

On Winn-Dixie's behalf, Marsh submitted to XL an application for
the required excess property insurance, including all required
underwriting information regarding Winn-Dixie's operations and
claims loss history.  March provided XL with a copy of its
manuscript form that contains an "Excess Clause" in Section 4(b),
which dictates that the key factor in determining whether
windstorm losses can be aggregated to trigger excess coverage.

Mr. Morris relates that on April 23, 2004, before the binding of
coverage, Gary Fox of XL notified Marsh that Marsh's proposed
"wording is acceptable to XL considering [its] excess
participation . . . The flood/EQ and wind limits are fine."

                             XL Policy

On April 27, 2004, XL bound coverage.  Mr. Morris relates that in
return for a substantial premium, XL issued Policy No.
US00006536PR04A to Winn-Dixie on June 25, 2004, effective for the
policy period of April 30, 2004, to April 30, 2005.  The Policy
is comprised collectively of an XL policy form attached to, and
expressly following, Marsh's commercial excess property insurance
form.

Mr. Morris notes that the Policy's insuring agreement states,
"[t]his Excess Commercial Insurance Property Policy is for direct
physical loss or direct physical damage to first-party property
and [the] directly resulting effect on income and expense as
provided for in the Followed Policy."  Thus, Mr. Morris asserts,
the Policy covers property damage caused by hurricanes.

Mr. Morris explains that under the Policy, XL must indemnify
Winn-Dixie for a 30% share of the $50 million layer in excess of
a $50 million annual aggregate retention for "windstorm" losses,
including the damage and resulting business interruptions caused
by the Hurricanes.

For purposes of triggering coverage, the Policy requires
aggregation of windstorm losses for the layers below the excess
layer occupied by the Policy, Mr. Morris says.  Section 4 of the
XL Form, styled "Followed Policy," establishes that "[t]his
policy is based on the policy form submitted by Marsh USA Inc.,
dated April 6, 2004, and on file with the Company."  In turn, Mr.
Morris continues, the incorporated Followed Form provides that,
for purposes of exhausting the limits of the underlying policies,
Winn-Dixie is entitled to aggregate its annual losses for the
peril of windstorm.

Thus, Mr. Morris contends, the Policy obliges XL to respond once
any underlying aggregate limit has been reached for a covered
windstorm loss.

Mr. Morris notes that every other insurer participating in Winn-
Dixie's commercial property insurance program agreed that Winn-
Dixie is entitled to aggregate its underlying annual windstorm
losses.  "XL bound coverage with full knowledge of that feature
of Winn-Dixie's property insurance program, and know Winn-Dixie
would not accept from XL materially different coverage than that
provided by its other excess insurers."

                          2004 Hurricanes

Just three and a half months after the inception of the Policy,
Winn-Dixie suffered through a hurricane season that Marsh
described as "the worst in history."

Beginning in August of 2004, the Southeastern United States was
ravaged by a series of violent hurricanes, including:

                               Landfall Date        Location
                               -------------        --------
    Hurricane Charley          August 13, 2004      Florida
    Hurricane Frances          September 4, 2004    Florida
    Hurricane Ivan             September 16, 2004   Alabama
    Hurricane Jeanne           September 17, 2004   Florida

"Winn-Dixie sustained extensive property damage and other losses
in each of the Hurricanes.  Winn-Dixie's aggregated losses for
the 2004 hurricane season amounts to at least $85 million," Mr.
Morris says.

                      Coverage Dispute With XL

Mr. Morris relates that Winn-Dixie promptly notified and tendered
its Hurricane losses to the appropriate primary and excess
insurers, including XL.

"Winn-Dixie has fully complied with all applicable conditions of
the Policy, and thus is entitled to indemnification according to
its terms.  In particular, because all of the underlying insurers
are solvent and all have agreed to pay their respective policy
limits . . . XL's duty to indemnify has attached," Mr. Morris
says.

Winn-Dixie tells the U.S. District Court for the Northern
District of Georgia, Atlanta Division, that notwithstanding that
its losses are squarely covered by the Policy and that when
properly aggregated those losses far exceed the $50 million
threshold necessary to trigger the Policy, XL has unlawfully
refused to indemnify Winn-Dixie.  "XL incorrectly contends the
Policy does not allow the aggregation of annual windstorm losses
for purposes of exhausting underlying limits."

                         Declaratory Relief

Mr. Morris notes that the dispute presents an actual controversy
of a justifiable nature that the District Court is authorized to
decide pursuant to Sections 2201 and 2202 of the Judiciary Code.

Accordingly, Winn-Dixie asks the District Court to enter a
judgment in its favor and against XL, and grant it a declaration
that XL will be liable for its 30% share of the losses Winn-Dixie
has suffered in excess of the $50 million annual aggregate
underlying retention for named windstorm losses as a result of
the Hurricanes.

                         Breach of Contract

Because XL has refused to perform its contractual obligation to
indemnify Winn-Dixie, Mr. Morris asserts, XL is in breach of
contract.

"Winn-Dixie has been damaged by XL's breach, in that Winn-Dixie
has been denied the benefits of the insurance coverage for which
it contracted and for which XL collected a substantial premium.
Additionally, Winn-Dixie has been forced to incur the substantial
burden, expense and disruption of bringing and pursuing this
action," Mr. Morris says.

Thus, Winn-Dixie asks the District Court for an award of the
actual and consequential damages that it has sustained as a
result of XL's contractual breach and other actionable conduct,
in an amount to be proven at trial.

                      Reformation of Contract

Mr. Morris notes that the Policy failed to conform to Winn-
Dixie's and XL's agreement at the time of contracting that XL's
obligation to respond as an excess insurer would be triggered
upon Winn-Dixie's incurring more than $50 million in windstorm
losses to be calculated on an annual aggregate basis.

"Because this mistake was the result of a scrivener's error, the
Policy should be reformed to conform to Winn-Dixie's and XL's
actual contemporaneous intent at the time the Policy was
procured," Mr. Morris says.

In the alternative to its Declaratory Relief and Breach of
Contract claims, Winn-Dixie asks the District Court for a
judgment that the Policy be reformed to reflect Winn-Dixie's and
XL's actual, contemporaneous agreement at the time of procurement
that the Policy would allow the aggregation of annual windstorm
losses for purposes of exhausting underlying limits.

Winn-Dixie also asks for a declaration under the Policy, as
reformed, that XL will be liable for its 30% share of the losses
Winn-Dixie has suffered in excess of the $50 million annual
aggregate underlying retention for named windstorm losses as a
result of the Hurricanes.

For all counts, Winn-Dixie seeks an award of the costs it
incurred in connection with bringing and pursuing the action.

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).


WODO LLC: Files Disclosure Statement in Washington
--------------------------------------------------
Wodo, LLC, delivered a Disclosure Statement explaining its Plan of
Reorganization to the U.S. Bankruptcy Court for the Western
District of Washington.

                       Terms of the Plan

Under the Plan, holders of Administrative Convenience Claims will
receive cash payments equal to the full amount of their Allowed
Claims, not to exceed $10,000.  Holders of Allowed Administrative
Convenience Claims will be paid 50% of their claims from non-
Debtor sources ten days after the Effective Date and the remaining
50% of their Allowed Claims will be paid thirty days after the
Effective Date.

Holders of Secured Property Tax Claims will retain all the liens
securing their claims.  Interest shall accrue on the claims from
the Petition Date at the non-default rates in accordance with
applicable non-bankruptcy law.  Upon transfer of any of the Real
Property, the Claims secured by such property will be paid in
full.

Holders of Allowed General Unsecured Claims will be paid from non-
Debtor sources 50% of their Allowed Claims 30 days following the
Effective Date and 50% of their Claims sixty 60 days following the
Effective Date.

Any liens against the Real Property not otherwise treated under
the Plan will remain against the Real Properties and holders of
those liens will retain all of their rights.

Unit Holders will retain their interests in the Debtor.

                        WULA Secured Claims

The Debtor discloses that the WULA Secured Claim arises from
documents executed by the Company in favor of WULA including:

    * July 20, 2001 Loan Agreement,
    * Promissory Note,
    * Deed of Trust,
    * Security Agreement, and
    * Assignment of Lease and Rents and Fixture filing recorded on
      July 25, 2001 against the following properties:

         -- Block 11,
         -- Block 12,
         -- Block 14(A and B),
         -- Block 18, and
         -- Block 19(A and B)

The Allowed WULA Secured Claim consists of the principal balance
of the WULA loan, plus a 13% interest at the non-default rate
provided in the WULA Loan Documents.  The Allowed WULA Secured
Claim will not include:

    * any attorneys' fees or other charges;

    * the default 23% interest rate set forth in the WULA Loan
      Documents, and

    * the $1,000,000 purported "bonus."

The Allowed WULA Secured Claim will accrue interest from the
Effective Date at the 13% non-default rate provided in the Loan
Documents until satisfied.

The Debtor proposes a compromise of controversies regarding
portions of WULA's secured claims which includes:

    * WULA's claim to attorneys' fees,

    * WULA's claim to default interest under its loan documents,

    * WULA's claim to a $1,000,000 "bonus," and

    * claims the Debtor and its affiliates may have against WULA
      resulting from their failure to carry out prior commitments
      relating to this and other transactions.

If the Plan is confirmed as proposed, the Debtor will waive any
lender liability claims.  If the Plan is not confirmed as
proposed, the Debtor will retain the right to prosecute its lender
liability claims, as well as its objections to portions of WULA's
claim.

                       Legacy Plaza Claims

Legacy Plaza, LLC holds contingent Claims under three agreements:

    (a) May 25, 2001 Indemnification Agreement under which the
        Debtor indemnified Legacy for certain tax payments.           
        Legacy Plaza will retain its rights under the
        Indemnification Agreement and associated Letter of Credit.

    (b) May 25, 2001 Parking Lease of Blocks 17, 18 and 19A; 10-
        year term; terminable upon construction of parking on
        Block 19C and Block 16.  The Debtor tells the Court that
        it sent Legacy a letter regarding release of Block 17 from
        the obligations under the Parking Lease.

        In the event Legacy does not comply, the Debtor will
        institute an adversary proceeding to require the release.
        In addition, other disputes between the Debtor and Legacy
        respecting certain aspects of the Parking Lease will be
        resolved either through negotiation or through appropriate
        proceedings before the Bankruptcy Court.

    (c) May 2001, Option to Purchase Block 19C.  The Debtor may  
        reject this contract and request an evidentiary hearing to
        estimate Legacy's claim which the Debtor asserts has no
        value. If the rejection claim is determined to have value,
        it will become a General Unsecured Claim.

                   Guaranty Bank Secured Claims

Guaranty Bank has two Letters of Credit in favor Legacy Plaza, LLC
against the Debtor for:

    a) tax rate increases through May 25, 2013 and
    b) surface parking improvements.

Guaranty Bank will retain its liens in the two accounts and all of
its rights and remedies.

                      Skagit State Bank Liens

On or prior to the Effective Date, Skagit State Bank's claims and
liens against the Debtor's assets will be satisfied in full from
non-Debtor assets through a refinancing of Skagit State Bank's
loans to the Debtor's affiliates.

In the event the refinancing does not occur as of the Effective
Date, Skagit State Bank 's underlying claim will remain adequately
secured by its primary collateral consisting of hardwood mills
which are not property of the estate, and Skagit State Bank 's
liens against the Debtor's assets, specifically Block 19C and
Block 16, will be released.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


YUKOS OIL: Concludes Talks With Lithuania Over Mazeikiu Stakes
--------------------------------------------------------------
The Lithuanian government ended talks with Yukos Oil Company over
a disputed 10% key stake in the Mazeikiu Nafta refinery, according
to MosNews.

Yukos and Lithuania agreed that they had the right to buy an extra
10% of share from each other, Bloomberg New reports.

Lithuania holds 40.66% stake in Mazeikiu, 13.04% less than Yukos'
53.7 % share in the refinery.

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)


* Brad Richter Joins Fried Frank as Trusts & Estates Partner
------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP disclosed that Brad
J. Richter, Esq., has joined the firm as a partner in the Trusts
and Estates Department, resident in New York.

Mr. Richter's practice focuses on all aspects of private client
representation, including sophisticated tax and estate planning,
complex structuring work, administration of large estates and
trusts, succession and business planning, tax-efficient transfers
of wealth, and formation and operation of charitable foundations.  
He represents high net worth individuals, corporate executives,
principals in private equity deals, investors in early stages of a
business enterprise, the fiduciaries of estates and trusts,
charitable organizations, and others.

"Brad is an excellent addition both to our New York office and the
Trusts and Estates Department.  I am delighted to welcome him to
the firm," said Valerie Ford Jacob, Fried Frank's Chairperson.

"With the addition of Brad to our practice we will now be able to
broaden our scope of client service and capitalize on new business
opportunities," said Ann B. Lesk, head of Fried Frank's Trusts and
Estates Department.

Mr. Richter joins Fried Frank from Kramer Levin Naftalis & Frankel
LLP, where he served as Special Counsel in the Individual Clients
Group.  He received his JD, cum laude, from New York University
School of Law, where he was a member of the Law Review.  He
graduated magna cum laude from Amherst College.  Mr. Richter is
admitted to the bar in New York and Massachusetts.

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is a leading international law firm  
with more than 500 attorneys in offices in New York, Washington,
D.C., London, Paris and Frankfurt.  Fried Frank lawyers represent
clients in corporate transactions, including mergers and
acquisitions and private equity, securities offerings and
financings, international transactions, asset management and
corporate governance; litigation, including general commercial
litigation, securities and shareholder litigation, white-collar
criminal defense and internal investigations, intellectual
property litigation, qui tam and RICO defense matters, takeover
and proxy fight litigation, environmental matters and domestic and
international arbitration and alternative dispute resolution;
antitrust counseling and litigation; bankruptcy and restructuring;
real estate; securities regulation, compliance and enforcement;
government contracts compliance and litigation; benefits and
compensation; intellectual property and technology; tax; financial
institutions; and trusts and estates.

                          *********

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
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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
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