TCR_Public/050825.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, August 25, 2005, Vol. 9, No. 201   

                          Headlines

ADELPHIA COMMS: Proposes Cure Protocol & Deadlines in Merger Deal
ALLMERICA FINANCIAL: Fitch Puts BB+ Rated Notes on Watch Positive
ALOHA AIRGROUP: Court Okays Secret Island Air Settlement Agreement
AMERIPOL SYNPOL: Wants Entry of Final Decree Delayed to Nov. 14
AMKOR TECHNOLOGY: Moody's Cuts Subordinated Bond Rating to Caa3

ANICOM INC: Plan Confirmation Hearing Slated for Sept. 14
APCO LIQUIDATING: Wants Bell Boyd as Special Environmental Counsel
ARCHIBALD CANDY: Chapter 7 Trustee Wants Tishler & Wald as Counsel
ARLINGTON INNS: Court Moves Lease Decision Deadline to Sept. 21
ARTURO PEREZ: Voluntary Chapter 11 Case Summary

AUSTIN HOUSING: Moody's Lowers $12 Million Bonds' Rating to B3
BEAZER HOMES: Increases Revolving Credit Facility to $750 Million
BELDEN & BLAKE: Former Capital C Partners Complete Interest Sale
BIRCH TELECOM: Gets Interim Okay to Use Lenders' Cash Collateral
BLUE BEAR: Case Summary & 20 Largest Unsecured Creditors

BUSCHWICK DEVELOPMENT: Case Summary & 6 Largest Unsec. Creditors
CALPINE CORP: LS Power Buying Ontelaunee Energy Unit for $225 Mil.
CATHOLIC CHURCH: Court Okays Tucson's AICCO Premium Financing Pact
CATHOLIC CHURCH: Tucson Wants Stipulation with Tort Claimants OK'd
CELESTICA INC: Offers to Buy Employees' Stock for $6.96 Million

CHARTER COMMS: Shareholders OK Stock Plan & Ratify KPMG Employment
CREST EXETER: Fitch Affirms $6.3MM Fixed-Rate Term Notes at BB
CYCLELOGIC INC: Trustee Wants Until Dec. 15 to Object to Claims
DENNY'S CORP: Mark Wolfinger Will Replace Andrew Green as CFO
DLJ MORTGAGE: Additional Paydown Cues Fitch To Lift Ratings

DMX MUSIC: Committee Wants Summary Judgment Against Six Lenders
DMX MUSIC: Wants Excl. Plan Filing Period Extended Until Sept. 15
DOCTORS HOSPITAL: Court Approves Physician Recruitment Program
DONALD ALLAN: Case Summary & 18 Largest Unsecured Creditors
DORAL FINANCIAL: Fitch Keeps Low-B Ratings on Watch Negative

EAGLEPICHER INC: Assigns Bengal Suite Lease to Deloitte & Touche
EMMIS COMMUNICATIONS: Moody's Confirms Ba3 Corporate Family Rating
FEDERAL-MOGUL: Travelers Indemnity Objects to Michigan Settlement
FLORIDA HOUSING: Moody's Affirms Series 2000 D-2 Bonds' Ba3 Rating
FORD MOTOR: Moody's Lowers Senior Unsecured Debt Rating to Ba1

GARDEN RIDGE: Asks Court to Extend Admin. Claims Objection Period
GENERAL CABLE: S&P Affirms Single-B Senior Unsecured Debt Rating
GENERAL MOTORS: Moody's Lowers Senior Unsecured Debt Rating to Ba2
GMAC COMMERCIAL: Fitch Holds Low-B Rating on Six Cert. Classes
GRAY TELEVISION: Moody's Affirms Ba2 Corporate Family Rating

HEARTLAND TECHNOLOGY: Court Confirms Amended Liquidation Plan
HEXION SPECIALTY: Posts $57 Million Net Loss in Second Quarter
HOLLINGER INT'L: U.S. Prosecutors Indict Ravelston & Ex-Officers
HOME PRODUCTS: Restating Fiscal 2005 Financial Statements
HONEY CREEK: Voluntary Chapter 11 Case Summary

HUSMANN-PEREZ: Case Summary & Largest Unsecured Creditor
ILINC COMMS: Converts $750,000 Debt to Equity
INTEGRATED QUALITY: Case Summary & 20 Largest Unsecured Creditors
IPCS INC: Apollo & Silver Register 33.6% Equity Stake for Sale
ISTAR FINANCIAL: Earns $78.7 Million of Net Income in 2nd Quarter

J.P. IGLOO: Case Summary & 18 Largest Unsecured Creditors
KAISER ALUMINUM: Gramercy & St. Ann Balk at Disclosure Statement
KMART CORP: Settles Dispute Over Century's Admin. Expense Claim
KMART CORP: Court Allows Ashland Chemical's Claims for $370,737
KNOWLES ELECTRONICS: Moody's Reviews Junk Sr. Sub. Notes' Rating

LEAR CORP: Promotes CFO David Wajsgras to Executive Vice President
LIN TV: Moody's Places Ba2 Corporate Family Rating on Review
LOGAN INTERNATIONAL: Hires Ball Janik as Bankruptcy Counsel
LOGAN INTERNATIONAL: Creditor Panel Taps Dunn Carney as Counsel
LOGAN INTERNATIONAL: Gets Interim Order to Use Cash Collateral

MARY VLCEK: Voluntary Chapter 11 Case Summary
MAYTAG CORP: $977MM BB Rated Notes Stay on Fitch's Watch Evolving
MDK INC: Case Summary & 20 Largest Unsecured Creditors
MEDCO HEALTH: Completes $2.3 Billion Accredo Acquisition
MEDCO HEALTH: Board Okays $500 Million Stock Repurchase Program

MEGA BLOKS: Moody's Rates $400 Million Facilities at Ba3
MILLBURN PEAT: Case Summary & 40 Largest Unsecured Creditors
MIRANT CORP: Battles With Kern River Over $153MM Rejection Claim
MIRANT CORP: Valuation Implementation Panel Discloses Timeline
MIRANT CORP: Equity Panel & Phoenix Want PIRA Forecasts Clarified

MORGAN STANLEY: Fitch Lifts $20.8MM Certs. Three Notches to BB+
MORGAN STANLEY: Fitch Keeps BB+ Rating on $10 Million Certs.
NAVIGATOR GAS: Deemster Kerruish Orders Winding-Down of Business
NISSAN OF ERIE: Case Summary & 16 Largest Unsecured Creditors
NVF COMPANY: Hires Frank Romanelli as Business Consultant

OWENS CORNING: Objects to OCI Chemical's $5 Million Claim
PETROKAZAKHSTAN: Inks $4.2B Arrangement Deal with China National
PETROKAZAKHSTAN INC: S&P Puts B+ Corporate Credit Rating on Watch
PRECISION TOOL: Judge Stosberg Approves Disclosure Statement
RACE POINT: Stable Performance Cues Fitch to Hold Low-B Ratings

RUSSELL-STANLEY: Wants Trumbull Group as Claims & Noticing Agent
SCOTT DESERT: Wants to Hire Engelman Berger as Bankruptcy Counsel
SCOTT DESERT: Section 341(a) Meeting Slated for Sept. 27
SILICON IMAGE: Names Robert Freeman as Interim CFO
SOUTHWEST RECREATIONAL: Court to Consider Chapter 7 Conversion

SOUTHWEST RECREATIONAL: Admin. Claims Bar Date Set on Oct. 4
SPORTS CLUB: Delays Financial Reporting for Quarter Ended June 30
STANDARD AERO: Second Quarter Net Income Slides to $2.8 Million
STATION CASINOS: Buys 83 Acres of Nevada Property from Reno Retail
STATION CASINOS: Sr. Sub. Notes Exchange Offer Will End Sept. 19

SUMMIT GENERAL: U.S. Trustee Picks 3-Member Creditors' Committee
SUN HEALTHCARE: Wants Until Oct. 26 to Object to Proofs of Claim
TELECOM ARGENTINA: Closing Debt Restructuring by Aug. 31
TELESYSTEM INT'L: Distributing $4.2 Billion to Shareholders
THERMOVIEW INDUSTRIES: June 30 Balance Sheet Upside-Down by $13MM

TRANSMETA CORP: Regains Compliance with Nasdaq Listing Requirement
TULLY'S COFFEE: Equity Deficit Widens to $11.38 Million at July 3
TULLY'S COFFEE: Selling Japanese Trademarks to FOODX for $17.5MM
UNITED RENTALS: Soliciting Consents to Amend Bond Indentures
URANIUM RESOURCES: Registering 67.2% of Outstanding Common Shares

VERIDICOM INT'L: Sells $1.22 Mil. Notes & Warrants to 9 Investors
VICORP RESTAURANTS: Earns $1.3 Mil. of Net Income in 3rd Quarter
WACHOVIA BANK: Fitch Retains Low-B Rating on Six Cert. Classes
WACHOVIA BANK: Fitch Places Low-B Rating on Six Cert. Classes
WARWICK VALLEY: CoBank Waives Reporting Deadline Until Sept. 30

WELLS FARGO: Fitch Assigns BB Rating to $1.4MM Class B Certs.
WINN-DIXIE: Gets Court Nod to Renew Insurance Programs with ACE
WINN-DIXIE: Obtains Amendments to DIP Financing
WINN-DIXIE: Court Okays Stipulation With Trade Creditors
YUKOS OIL: Alleges Selective Treatment Over Renumeration Probe

                          *********

ADELPHIA COMMS: Proposes Cure Protocol & Deadlines in Merger Deal
-----------------------------------------------------------------
Pursuant to the asset purchase agreements entered by Adelphia
Communications Corporation and its debtor-affiliates with Time
Warner, Inc., and Comcast Corp. for the sale of substantially all
of the Debtors' assets:

   1. the ACOM Debtors must provide Time Warner and Comcast with
      a list of certain contracts no later than 80 days prior to
      the hearing on confirmation of the Debtors' Plan of
      Reorganization, including the Debtors' good faith estimate
      of cure costs in connection with potential assumption of
      those contracts and leases;

   2. Time Warner and Comcast will provide the Debtors with a
      list of contracts to be assumed and assigned no later than
      50 days prior to the Confirmation Hearing;

   3. no later than 30 days prior to the Confirmation Hearing,
      the ACOM Debtors will commence proceedings to determine
      cure amounts with respect to any contract that is proposed
      to be retained, assumed or assigned under the Asset
      Purchase Agreements and the Plan.

Because of the large number contracts, the ACOM Debtors want to
establish a procedure for determining cure amounts and the
deadline for objections for contracts and leases that may be
retained, assumed or assigned pursuant to the Plan.

The ACOM Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to approve these Cure Procedures:

   a. The Debtors will prepare and distribute written notices
      listing:

         -- the agreements, contracts and leases proposed to be
            retained, assumed or assigned under the Plan; and

         -- the Cure Amount, if any, required to cure any
            defaults, which may have arisen under each of the
            Subject Contract through the date of the Contract
            Notice.

   b. The non-Debtor parties to the Subject Contracts will have
      20 calendar days after service of the Cure Notice, which
      deadline may be extended in the sole discretion of the
      Debtors, to object to:

         -- the Cure Amounts listed by the Debtors and to propose
            alternative cure amounts; or

         -- the proposed retention, assumption or assignment of
            the Subject Contracts under the Plan.

      If the Debtors amend the Contract Notice or any related
      pleading that lists the Subject Contracts to add a contract
      or lease or to reduce the cure amount, except where the
      reduction was upon mutual agreement of the parties, the
      non-Debtor party will have an additional 20 days after
      service of the amendment to object or to propose
      alternative cure amounts.

   c. Any party objecting to the Cure Amounts, or to the
      potential retention, assumption or assignment of the
      Subject Contracts will be required to file and serve a
      Contract Objection, in writing, specifying any cure
      obligations that the objecting party asserts must be cured
      or satisfied or any objections to the potential retention,
      assumption or assignment of the agreements, together with
      all supporting documentations, not later than noon on the
      Contract Objection Deadline, upon:

         -- attorneys for the Debtors:

               Willkie Farr & Gallagher LLP
               787 Seventh Avenue
               New York, New York 10019
               Attn: Paul V. Shalhoub, Esq. and
               Rachel C. Strickland, Esq.;

         -- counsel to the Buyers:

               Paul, Weiss, Rifkind, Wharton & Garrison LLP
               1285 Avenue of the Americas
               New York, NY 10019-6064
               Attn: Alan W. Kornberg, Esq. and
                     Jeffrey Saferstein, Esq.; and

               Ballard Spahr Andrews & Ingersoll, LLP
               1735 Market Street, 51st Floor
               Philadelphia, PA 191037599
               Attn: William Slaughter, Esq. and
                     Richard Perelman, Esq.;

         -- counsel to the Official Committee of Unsecured    
            Creditors:

               Kasowitz, Benson, Torres & Friedman LLP
               1633 Broadway
               New York, New York 10019-6799
               Attn: Adam Shiff, Esq.;

         -- counsel to the Official Committee of Equity Security
            Holders:

               Bragar Wexler Eagel & Morgenstern, L.L.P.
               885 Third Avenue, Suite 3040
               New York, New York 10022
               Attn: Peter Morgenstern, Esq.;

         -- the Clerk of the Court; and

         -- the U. S. Trustee:

               The Office of the U.S. Trustee
               33 Whitehall  Street, Twenty-First Floor
               New York, New York 10004
               Attn: Tracy Hope Davis, Esq.

      If a Contract Objection is timely filed, the Bankruptcy    
      Court will hold a hearing to determine the amount of any
      disputed cure amount or objection to retention, assumption
      or assignment not settled by the parties.

   d. The Debtors may extend a party's Contract Objection    
      Deadline once or successively without further notice.

   e. In the event that no Contract Objection is timely filed,    
      the party will be deemed to have consented to the Cure
      Amount proposed by the Debtors and will be forever enjoined
      and barred from seeking any additional amount on account of
      the Debtors' cure obligations under Section 365 of the
      Bankruptcy Code or otherwise from the Debtors, their
      estates, the reorganized Debtors or Time Warner and    
      Comcast.

      A counter-party will not be precluded from seeking
      satisfaction of administrative expense claims relating to
      the period after the date of the Contract Notice.  

      If no timely Contract Objection is filed, on the Effective
      Date of the Plan, the reorganized Debtors, and Time Warner
      and Comcast will enjoy all of the rights and benefits under
      each Subject Contract without the necessity of obtaining
      any party's written consent to the Debtors' retention,
      assumption or assignment of the rights and benefits, and
      each party will be deemed to have waived any right to
      object, consent, condition or otherwise restrict any
      retention, assumption or assignment.

The Debtors believe that the Cure Procedures will help facilitate
the resolution of any issues concerning Cure Amounts or
objections regarding whether a Subject Contract satisfies the
requirements for retention, assumption or assignment, while
adequately protecting the rights of non-debtor third parties to
the agreements.

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


ALLMERICA FINANCIAL: Fitch Puts BB+ Rated Notes on Watch Positive
-----------------------------------------------------------------
Fitch placed these Allmerica Financial Corporation ratings on
Rating Watch Positive:

    -- Long-term issuer 'BB+';
    -- Senior unsecured notes due 2025 'BB+'

Fitch has also placed the 'BB-' rating on AFC Capital Trust I's
trust preferred capital securities due 2027 on Rating Watch
Positive.

Additionally, Fitch has affirmed the 'A-'insurer financial
strength ratings on AFC's property/casualty subsidiaries.  The
Rating Outlook on these subsidiaries is Stable.  Fitch has
concurrently affirmed and withdrawn the 'BB' IFS ratings on AFC's
life insurance and annuity subsidiaries.

Fitch's rating actions follows AFC's announcement that it has
entered into a definitive agreement to sell its variable annuity
and variable life business to Goldman Sachs.

Fitch views this transaction as a modest positive for AFC, since
it will enable the company to focus its efforts on its
property/casualty operations, and removes any lingering doubts
about possible cash and capital needs the variable annuity and
variable life businesses could impose on the rest of the
organization.

Fitch's rating actions also reflect the belief that following the
divestiture, AFC's projected interest coverage, capitalization,
and organizational structure support more typical notching between
the company's property/casualty subsidiaries' IFS ratings and
AFC's long-term and debt ratings.

Fitch anticipates upgrading AFC's long-term rating and AFC's
senior notes to 'BBB-' and the ratings on AFC Capital's trust
preferred securities to 'BB' upon the transactions close, which
AFC has said it expects to occur on or after Nov. 30, 2005.

Fitch had revised the Rating Outlook on AFC's and AFC Capital's
ratings to Positive on May 6, 2005, reflecting heightened comfort
with AFC's ability to generate cash-basis and operating earnings-
basis interest coverage from its property/casualty subsidiaries.  
At that time Fitch's view of AFC's capitalization conservatively
assigned little value to the life/annuity subsidiaries beyond
their statutory surplus levels.

Fitch has withdrawn the ratings on AFC's life subsidiaries, which
are currently in run-off and not writing new business.

These ratings are placed on Rating Watch Positive:

   Allmerica Financial Corp.

     -- Long-term issuer 'BB+';
     -- Senior debt 'BB+'.

   AFC Capital Trust I

     -- Capital securities 'BB-;

Fitch also affirms these IFS ratings with a Stable Outlook:

   The Hanover Insurance Company

     -- IFS at 'A-'.

   Citizens Insurance Company of America

     -- IFS at 'A-'.

First Allmerica Financial Life Insurance Co.

     -- IFS at 'BB' and rating withdrawn.

Allmerica Financial Life & Annuity Co.

     -- IFS at 'BB' and rating withdrawn.


ALOHA AIRGROUP: Court Okays Secret Island Air Settlement Agreement
------------------------------------------------------------------
The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii approved a Settlement Agreement among Aloha
Airgroup, Inc., Aloha Airlines, Inc., Hawaii Island Air, Inc.,
Gavarnie Holding, LLC and Charles F. Willis.  

                       Sale of Island Air

Hawaii Island Air, Inc., is a former wholly owned subsidiary of
Aloha Airgroup.  Island Air operates commuter air service in the
State of Hawaii utilizing a fleet of 37 de Havilland DASH-8
aircraft.

In May 2004, Aloha Airgroup sold its interest in Island Air to
Gavarnie Holding, LLC.  The parties executed these documents:

   (a) an Amended and Restated Stock Purchase Agreement on Aloha
       Island Air, Inc. dated March 31, 2004, as amended, among
       Aloha Airgroup, as Seller, Gavarnie, as Buyer, Island Air
       fka Aloha IslandAir, Inc., as Company, Airlines and Willis;

   (b) a $1,000,000 Promissory Note dated May 11, 2004, known as
       the Buyer Note, made by Gavarnie in favor of Aloha
       Airgroup;

   (c) a $6,895,635 Promissory Note dated May 11, 2004, known as
       the Company Note, made by Island Air in favor of Aloha
       Airgroup;

   (d) an Aloha Airlines, Inc./Hawaii Island Air, Inc., Joint
       Marketing Agreement dated May 11, 2004, between Aloha
       Airlines and Island Air;

   (e) a Backroom Services Agreement dated May 11, 2004, between
       Aloha Airlines, as Vendor, and Island Air, as Customer;

   (f) a Logo License Agreement dated May 11, 2004, between Aloha
       Airlines, as Licensor, and Island Air, as Licensee;

   (g) a Stock Pledge Agreement dated May 11, 2004, between
       Gavarnie, as Pledgor, and Aloha Airgroup, as Secured Party;

   (h) a Security Agreement dated May 11, 2004, between Island
       Air, as Debtor, and Aloha Airgroup, as Secured Party; and

   (i) a Guaranty of the Buyer Note dated May 11, 2004, made by
       Willis, as Guarantor.

Under the Transaction Documents, the Island Air Parties were
required to, inter alia, make periodic payments to Aloha Airgroup
under the Buyer Note and the Company Note.  

                           Allegations

Aloha Airgroup alleges that the Island Air Parties breached their
obligations under the Buyer Note, the Company Note, the Joint
Marketing Agreement and other Transactional Documents by, inter
alia, failing to make the payments to Aloha Airgroup under the
Company Note and the Buyer Note when they became due.

The Island Air Parties allege that the Debtors have breached their
obligations under the Backroom Services Agreement, the Joint
Marketing Agreement and other Transactional Documents by, inter
alia, failing to provide Island Air accounting, marketing and
other services contemplated by the Transactional Documents.

The Debtors and the Island Air Parties have reached a settlement
and executed a Memorandum of Understanding and Escrow Agreement on
July 27, 2005.  Copies of the MOU and Escrow Agreement are under
seal and not available to the public.

David A. Banmiller, President and Chief Executive Officer of Aloha
Airgroup, Inc. and Aloha Airlines, Inc., tells the Court that the
Settlement memorialized in the MOU and Escrow Agreement permits
the Debtors to realize much needed liquidity quickly.

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


AMERIPOL SYNPOL: Wants Entry of Final Decree Delayed to Nov. 14
---------------------------------------------------------------
Ameripol Synpol Corporation asks the U.S. Bankruptcy Court for the
District of Delaware to delay entry of a final decree formally
closing its chapter 11 case until Nov. 14, 2005.

The Court confirmed the Debtor's amended plan of reorganization on
March 18, 2004.  The Debtor has made significant progress in
prosecuting the chapter 11 case since confirmation of the plan.
The Debtor is in the process of resolving objectionable claims.  A
number of claim objections and other issues remain unresolved.

For that reason, the Debtor believes delaying closing its case is
appropriate to allow more time to resolve the pending claim
objections and make the distributions contemplated under the plan.

Ameripol Synpol Corporation, one of the nation's largest
manufacturers of emulsion styrene butadiene rubber, a synthetic
rubber used primarily in the production of new and replacement
tires, filed for chapter 11 protection on December 16, 2002
(Bankr. Del. Case No. 02-13682).  Jeremy W. Ryan, Esq., and
Maria Aprile Sawczuk, Esq. at Young, Conaway, Stargatt & Taylor
represent the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed
assets of more than $100 million and debts of over $50 million.


AMKOR TECHNOLOGY: Moody's Cuts Subordinated Bond Rating to Caa3
---------------------------------------------------------------
Moody's Investors Service lowered the long term ratings and
speculative grade liquidity rating of Amkor Technology, and
maintains a negative rating outlook.

The downgrade of the long term debt ratings reflects concerns
about Amkor's ability to support its existing debt load at its
current operating performance levels.  The burden of fixed
expenses and continued high capex levels make it challenging for
Amkor to generate positive cash flow without meaningful growth in
revenues and operating margin which has been absent so far.

Amkor's subordinated notes were downgraded by two notches, versus
one notch for other ratings, reflecting the magnifying of
debtholders' weaker recovery position relative to more senior
obligations as the company's overall credit profile deteriorates.
The downgrade of the liquidity rating to SGL-4, indicating weak
liquidity, specifically reflects concerns about Amkor's ability to
meet its $233 million debt maturity in June 2006 from existing
sources of funds or cash generation over the next 12 months.

These ratings were lowered:

   * Corporate family rating (formerly Senior implied rating)
     to B3 from B2;

   * Senior unsecured debt rating to Caa1 from B3;

   * Senior secured (2nd lien) term loan to B2 from B1;

   * Subordinated notes lowered to Caa3 from Caa1; and

   * Speculative grade liquidity rating lowered to SGL-4
     from SGL-3.

The rating outlook remains negative.

Amkor has not yet realized a favorable return on high capital
investment made since 2003.  Its top line and profit margins have
not recovered to levels necessary to comfortably service its debt
with funds from operations.  Moody's expects EBIT to interest will
remain below 1.0 unless there is a very significant turnaround in
operations.  Liquidity remains constrained, as Amkor's revolving
credit facility of $30 million, which has no financial covenants,
is small relative to its needs over the next 12 months.  Amkor's
bond indentures limit its capacity for new debt.  Moody's
estimates that the company has the ability to add over $100
million in new borrowings, but notes that a substantial amount of
new secured debt could further subordinate the senior notes.

The ratings could stabilize if Amkor sources sufficient capital to
meet its near term operating and financial obligations, or if it
is able to source or convert a significant amount of equity
capital.  Ratings could fall further if Amkor is unable to raise
funds to finance debt maturities within the next four months, or
if the company maintains stable debt balances but is unable to
improve operating performance to levels which enable it to service
its debt.

Amkor Technology, Inc., headquartered in Chandler, Arizona, is one
of the world's largest providers of contract semiconductor
assembly and test services for integrated semiconductor device
manufacturers as well as fabless semiconductor operators.  For the
most recent FY2004, the company generated net sales of $1.9
billion.


ANICOM INC: Plan Confirmation Hearing Slated for Sept. 14
---------------------------------------------------------
The Hon. Susan Pierson Sonderby of the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, will convene
a hearing to consider confirmation of the Plan of Orderly
Liquidation for Anicom, Inc., and TW Communications Corp. on
Wednesday, Sept. 14, 2005, at 11:00 a.m., at Room 642, 219 South
Dearborn Street in Chicago, Illinois.

The Plan, filed by the Official Committee of Unsecured Creditors
on June 6, 2005, contemplates the orderly liquidation of the
Debtors and their property for distribution to claimholders.

The Court approved the Committee's Disclosure Statement explaining
the terms of the Plan on July 14, 2005.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information -- for creditors to make an informed decision about
the Plan.

The Committee is now authorized to solicit acceptances of the
Plan.

                     Treatment of Claims

The Class 1 Lenders' Claim, which is estimated at $12.9 million,
consists of the claim held by the agent and the lenders under the
Lender's Credit Facility and Cash Collateral Order.  On the
effective date, the agent will be entitled to continue to:

  (i) collect and liquidate the Lenders' collateral; and

(ii) receive periodic cash payments representing the portion of
      the preference recoveries allocable to the Lenders pursuant
      to a joint recovery agreement, with the proceeds to be
      applied against the Lender's Claim.  

General unsecured creditors, holding an aggregate of $48.5 million
in allowed claims, will receive their pro rata share of available
cash on the effective date.  The Committee estimates that each
holder of an allowed unsecured claim will receive a 23.86% cash
distribution under the Plan.

Penalty claimholders, holding an aggregate of $36 million of
allowed claims, will not receive anything under the Plan.  Equity
interests will be cancelled on the effective date.

                         Plan Funding

The Plan will be funded by all of the Debtors' assets not
comprising the Lenders' collateral, including D&O recoveries,
preference recoveries, and the PwC recoveries allocable to the
estate.  

Initial distributions will be made on the effective date.  The
Plan contemplates periodic supplemental distributions to holders
of allowed claims as funds become available.

                      Plan Administrator

On the effective date, the Plan Administrator, William A. Brandt,
Jr., of Development Specialists, Inc., will serve in this capacity
until his resignation or discharge in accordance with the Plan and
the Plan Administration Agreement.

Objections to the Plan, if any, must be filed and served by
Sept. 7, 2005, on:

   Counsel for the Committee:

      Jenner & Block LLP
      One IBM Plaza, Suite 4400
      Chicago, Illinois 60611
      Attn: Catherine L. Steege, Esq.

   Counsel for the Debtors:

      Katten, Muchin Rosenman LLP
      525 West Monroe, Suite 1600
      Chicago, Illinois 60611
      Attn: John Robert Weiss, Esq.

   Office of the United States Trustee:
   
      Stephen G. Wolfe
      227 West Monroe Street, Suite 3350
      Chicago, Illinois 60606

   Counsel to Amy Greenlee, Roxanne Blowers,
   Gail Strauss, Jeff Benton and Stacy Maita:

      Gardner Carton & Douglas
      191 N. Wacker Drive, 37th Floor
      Chicago, Illinois 60608
      Attn: Timothy R. Casey, Esq.

   Counsel to the Agent and Lenders:

      Chapman & Cutler LLP,
      111 West Monroe Street
      Chicago, Illinois 60603
      Attn: Mark D. Rasmussen, Esq.

All ballots must be returned by 6:00 p.m. Central Time on
Sept. 7, 2005.

A full-text copy of the Debtors' Plan and Disclosure Statement
filed by the Creditors' Committee is available for a fee at:

     http://www.researcharchives.com/bin/download?id=050824041058

Headquartered in Rosemont, Illinois, Anicom, Inc., and TW
Communications Corp., filed for chapter 11 protection on Jan. 5,
2001 (Bankr. N.D. Ill. Case No. 01-00485).  Gary R. Underwood,
Esq., in St. Louis, Missouri, Harold P. Margulies, Esq., in Los
Angeles, California, and John R. Weiss, Esq., at Katten Muchin
Rosenman LLP, represent the Debtors in their bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they listed $348.4 million in total assets and $206.1
million in total debts.


APCO LIQUIDATING: Wants Bell Boyd as Special Environmental Counsel
------------------------------------------------------------------
Apco Liquidating Trust and APCO Missing Stockholder Trust ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Bell, Boyd & Lloyd, L.L.C., as their special
environmental counsel.

The Debtors want to employ Bell Boyd as their special
environmental counsel because the law firm:

   (a) has extensive knowledge of the Debtors' assets, affairs and
       businesses in light of Bell Boyd's services as primary
       environmental counsel to the Debtors for the past six
       years;

   (b) has significant experience and knowledge in the fields of
       environmental compliance, transaction and enforcement
       matters; and

   (c) is well qualified to represent the Debtors as debtors-in-
       possession.

Bell Boyd will advise the Debtors specifically with respect to:

   (a) various legal services relating to litigation in the
       U.S. District Court for the District of Kansas, captioned
       City of Wichita Kansas v. Aero Holding, Inc.,
       Case No. 96-1360-MLB;

   (b) various legal services relating to Travelers Insurance
       Company's obligations to cover defense costs of the Wichita
       Litigation; and

   (c) provide advice and assistance regarding prosecution of
       objections to claims based on alleged environmental
       liability.

The Debtors believe that Bell Boyd's services will provide will
complement, not duplicate, the services provided by Richards,
Layton & Finger, P.A., the Debtors' general counsel.

Neal H. Weinfield, Esq., a member at Bell, Boyd & Lloyd, L.L.C.,
discloses that the Firm received a $100,000 prepetition retainer.  
The current hourly rates of the professionals who will work in the
engagement are:

      Professional                     Hourly Rate
      ------------                     -----------
      Neal H. Weinfield, Esq.              $435
      Bruce Lithgow, Esq.                  $400
      Richard E. Hill, Esq.                $390
      Jay Truty, Esq.                      $260

The Debtors believe that Bell, Boyd & Lloyd, L.L.C., 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.


ARCHIBALD CANDY: Chapter 7 Trustee Wants Tishler & Wald as Counsel
------------------------------------------------------------------
Alexander S. Knopfler, the Chapter 7 Trustee appointed in
Archibald Candy Corporation and its debtor-affiliates' chapter 7
cases. asks the Honorable Pamela Hollis of the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, for
permission to employ Tishler & Wald, Ltd., as his bankruptcy
counsel.

Tishler & Wald is expected to:

   (a) give legal advice with respect to the Trustee's powers and
       duties;

   (b) assist in the collection of any remaining accounts
       receivable from all sources;

   (c) assist in the sale of any remaining personal property that
       belongs to the estate;

   (d) evaluate and prosecute preference and fraudulent conveyance
       actions;

   (e) examine claims asserted against the Debtors;

   (f) advise and represent the Trustee with respect to all
       matters and proceedings in the Debtors' chapter 7 cases;

   (g) deal with all parties-in-interest and their agents and
       attorneys as may be necessary from time to time.

Alexander D. Kerr, Jr., Esq., a principal at Tishler & Wald, Ltd.,
discloses the current hourly rates of the professionals who will
work in the engagement:

      Professional                     Hourly Rate
      ------------                     -----------
      Bruce L. Wald, Esq.                  $365
      Alexander D. Kerr, Jr., Esq.         $320
      David A. Kallick, Esq.               $320
      Jeffrey B. Rose, Esq.                $295
      Lawrence R. Drumm, Esq.              $240

During the chapter 11 proceedings, Tishler & Wald served as local
counsel to the Ad Hoc Bondholders Committee.  Ropes & Gray in
Boston, Massachusetts, the primary counsel to the Ad Hoc
Committee, has no objection to the retention of Tishler & Wald as
the Chapter 7 Trustee's counsel.

The Chapter 7 Trustee believes that Tishler & Wald, Ltd., is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Chicago, Illinois, Archibald Candy Corporation --
http://fanniemay.com/-- owns candy stores in Chicago.  Its boxed   
candies (Fannie May, Fanny Farmer) are sold through company-
operated stores and other retailers in 17 states.  Archibald Candy
Corporation and Archibald Middle Holdings filed for chapter 11
protection on Jan. 28, 2004 (Bankr. N.D. Ill. Case No. 04-03200).  
The Court converted the Debtors' chapter 11 cases to chapter 7  
proceedings on July 1, 2005.  Jeffrey L. Gansberg, Esq., at
Wildman, Harrold, Allen & Dixon, and John P Sieger, Esq., at
Jenner & Block LLC, represents the Debtors in their liquidation
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $50 million to $100 million in debts.


ARLINGTON INNS: Court Moves Lease Decision Deadline to Sept. 21
---------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, extended,
until Sept. 21, 2005, the time within which Arlington Inns, Inc.,
can elect to assume, assume and assign, or reject 13 unexpired
non-residential real property leases.

The Debtor tells the Bankruptcy Court that the unexpired leases
are valuable assets of the estate and are integral to its
operations.

Catherine Steege, Esq., at Jenner & Block LLP, says that the
Debtor's parent company, Arlington Hospitality Inc., has retained
an investment banking firm to study various options including the
sale of its business as a going-concern.  

Ms. Steege explains that a premature decision on these leases
could be detrimental to the Debtor's ability to operate and
preserve the going-concern value of its business for the benefit
of all creditors and other parties in interest.

The Debtor assures the Bankruptcy Court that the extension will
not prejudice its landlord, PMC Commercial Trust.

A list of the unexpired non-residential real property leases is
available for free at:

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

Headquartered in Arlington Heights, Illinois, Arlington Inns,  
Inc., operates 15 AmeriHost Inn Hotels under leases from PMC  
Commercial Trust.  The Company filed for chapter 11 protection on  
June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749).  David M.  
Neff, Esq., at DLA Piper Rudnick Gary Cary US LLP, represents the  
Debtor in its restructuring efforts.  When the Debtor filed for  
protection from its creditors, it estimated between $100,000 to  
$500,000 in assets and $500,000 to $1,000,000 in total debts.


ARTURO PEREZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Arturo & Josefina Perez
        dba Beach House Grill
        11916 Pueblo Del Rio
        El Paso, Texas 79936

Bankruptcy Case No.: 05-31968

Chapter 11 Petition Date: August 23, 2005

Court: Western District of Texas (El Paso)

Debtors' Counsel: Sidney J. Diamond, Esq.
                  Sidney J. Diamond, LLP
                  3800 North Mesa C-4
                  El Paso, Texas 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


AUSTIN HOUSING: Moody's Lowers $12 Million Bonds' Rating to B3
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating on
approximately $12 million Austin Housing Finance Corporation
Multifamily Housing Revenue Bonds (Rutland Place Apartments
Project), Series 1998A and Series 1998B to B3 from B1.  The
outlook on the bonds is negative.  Rutland Apartments is a 294
unit multifamily property in the north central submarket in
Austin, Texas.

The downgrade is based on the continued deterioration in debt
service coverage from 2002 and the continued negative trend in
revenue generation.  Debt service coverage is .50x based on 12
months of operating data from July 2004 through June 2005, in
contrast to a debt service coverage from 1.01x as of calendar year
2002, .61x based on seven months' of operating data from January
2003 through July 2003, and 0.55x for the 12-month period from
July 2003 through June 2004.  

According to the property owner, the debt service reserve fund has
been tapped as necessary, on an ongoing basis with bondholder
consent, for capital and operational expenses.  Additional repairs
were necessary due to extensive damages from a severe hailstorm at
the end of March 2005, paid through insurance claims.  The balance
in the debt service reserve fund is currently $84,998, which is
9.3% of the maximum annual debt service of $917,700.

The submarket where the Rutland Apartments are located has
softened resulting in rent decreases and concessions.  Softening
in the submarket has resulted in very low occupancy at Rutland
Place Apartments.  Occupancy has been trending downwards from a
high of approximately 95% in the April 2003 to a low of
approximately 67% in November 2004.  The current occupancy, as of
June 2005, is 88%.  As such, despite the increases in occupancy,
the project is still operating with weakened revenue generation.

Arbor Property Management is an experienced multifamily property
manager.  The property owner, San Antonio Alternative Housing
Corporation is a Texas non-profit organized in 1993 to provide
housing and support services for low and moderate income
communities.  San Antonio Alternative Housing Corporation owns
approximately 3,500 multifamily apartments.

The rating outlook on the bonds is negative.  Moody's will
continue to monitor Rutland Place Apartments' financial situation
and will gauge the level of progress made by the owner and
management in stabilizing occupancy, reducing concessions and
managing expenses.


BEAZER HOMES: Increases Revolving Credit Facility to $750 Million
-----------------------------------------------------------------
Beazer Homes USA, Inc. (NYSE: BZH) entered into a new credit
facility increasing and extending its existing revolving credit
facility.  The new $750 million credit arrangement, which matures
in August 2009, represents an increase of $200 million compared to
the replaced $550 million facility. The facility contains an
accordion feature under which the aggregate commitment may be
increased up to $1 billion, subject to the availability of
additional commitments.

The new facility is led by JP Morgan Chase Bank, N.A. as
Administrative Agent, BNP Paribas, Guaranty Bank and Wachovia Bank
as Syndication Agents, The Royal Bank of Scotland plc as
Documentation Agent, Citicorp North America, Inc., SunTrust Bank
and Washington Mutual Bank, FA as Managing Agents, and Comerica
Bank, PNC Bank, National Association and UBS Loan Finance LLC as
Co-Agents. JP Morgan Securities Inc., acted as Lead Arranger and
Sole Bookrunner. Ten other banks participate in the facility.

"Our new revolving credit facility will allow Beazer Homes to
capitalize on the considerable opportunities available to it by
enhancing the liquidity needed to further our strategic growth
initiatives," said James O'Leary, Executive Vice President and
Chief Financial Officer.  "We greatly appreciate the support and
confidence of our bank syndicate, as evidenced by the increased
size, extended maturity, and improved pricing of this new
facility.  We are also pleased to welcome several new lenders into
our bank group.  Their commitment to Beazer Homes illustrates
their confidence in our company and its strategy."

Headquartered in Atlanta, Beazer Homes USA, Inc., --
http://www.beazer.com/-- is one of the country's ten largest  
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers. Beazer Homes, a Fortune 500
company, is listed on the New York Stock Exchange under the ticker
symbol "BZH."

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Fitch Ratings has assigned a 'BB+' rating to Beazer Homes USA,
Inc. (NYSE: BZH) $300 million, 6.875% senior unsecured notes due
July 15, 2015.  The Rating Outlook is Stable.  The issue will be
ranked on a pari passu basis with all other senior unsecured debt,
including the company's unsecured bank credit facility.  A portion
of the offering proceeds will be used to repay the company's
existing $200 million term loan due 2008, with the remainder to be
used for general corporate purposes.

Ratings for Beazer are influenced by the company's operational
record during the past decade and the financial progress that the
company has achieved.  Since Beazer went public in 1994, it has
been an active consolidator in the homebuilding industry which has
contributed to its above average growth.  As a consequence, it has
realized higher debt levels than its peers in recent years,
especially following the Crossmann Communities acquisition.


BELDEN & BLAKE: Former Capital C Partners Complete Interest Sale
----------------------------------------------------------------
The former partners of the direct parent of Belden & Blake
Corporation, Capital C Energy Operations, L.P., completed the sale
of all of the partnership interests in Capital C to certain
institutional funds managed by EnerVest Management Partners, Ltd.,
a Houston-based privately held oil and gas operator and
institutional funds manager.

The sale resulted in a change in control of the Company.  In
connection with this transaction, the Company entered into four
material agreements on Aug. 16, 2005:

   (1) amended and restated credit agreement;
   (2) amended and restated credit support documents;
   (3) compensation agreements; and
   (4) contingent value agreement.

              Amended and Restated Credit Agreement

The Company amended and restated its existing $170 million Credit
Agreement, dated July 7, 2004.  Goldman Sachs Credit Partners,
L.P., is the sole lead arranger, sole book runner, syndication
agent and administrative agent, pursuant to the July 7 Credit
Agreement.  General Electric Capital Corporation and National City
Bank, is added as co-documentation agents, and BNP Paribas, as
lead arranger, book runner, syndication agent and administrative
agent, pursuant to a July 22, 2004 amendment to the Credit
Agreement.

The Amended Credit Agreement provides for loans and other
extensions of credit to be made to the Company up to a maximum
aggregate principal amount of $390 million.  The obligations under
the Amended Credit Agreement are secured by substantially all of
the assets of the Company.  

Borrowings under the senior secured credit facility may not exceed
the borrowing base, which was initially set at $80.25 million, of
which $57 million was drawn at closing.  In addition, Capital C
made a $9 million capital contribution to the Company and made a
loan of $25 million to the Company in the form of a 10%
subordinated note due August 16, 2012.

A full-text copy of the Amended Credit Agreement is available for
free at http://ResearchArchives.com/t/s?100

                    Credit Support Documents

The Company amended and restated the Schedule and Credit Support
Annex to its ISDA Master Agreement, dated as of June 30, 2004, by
and between the Company and J. Aron & Company.

Under the Credit Support Documents, the Company has agreed, from
time to time, to enter into cash-settled hedge transactions with
J. Aron & Company, as hedge counterparty, in connection with
various gas and oil commodity derivatives transactions.  The
amendments to the J. Aron Swap conform the terms of the Schedule
and Credit Support Annex to the terms of the Amended Credit
Agreement, change certain covenants and reduce the maximum
amount of the letter of credit securing the hedge obligations
from $55 million to $40 million.

Full-text copies of the Credit Support Documents are available
for free at http://ResearchArchives.com/t/s?101and  
http://ResearchArchives.com/t/s?102

                     Compensation Agreements

Additionally, as provided by the purchase agreement, the entire
Board of Directors of the Company resigned and Capital C replaced
the board with John B. Walker, James M. Vanderhider, Mark A.
Houser, Ken Mariani and Matthew Coeny.

The Company's management team remained with the Company after the
transaction with the exception of Mr. Winne, the former Chairman
of the Board and Chief Executive Officer and Mr. Becci, the former
President and Chief Operation Officer, who both resigned upon the
completion of the transaction.  Mark A. Houser was appointed
Chairman and Chief Executive Officer and James M. Vanderhider was
appointed President and Chief Operating Officer.

The Company entered into Compensation Agreements, each on
substantially similar terms, with:

   (1) James A. Winne III, the Company's former Chairman of the
       Board and Chief Executive Officer, and

   (2) Michael Becci, the Company's former President and Chief
       Operating Officer.

The Compensation Agreements provide for a severance payment equal
to $250,000 and the issuance of 17.1037 restricted shares of
common stock in the Company, payable to each of Messrs. Winne and
Becci promptly upon the Change in Control.  In exchange for their
severance payments, Messrs. Winne and Becci resigned as officers
and directors of the Company effective August 16, 2005.

A full-text copy of Mr. Winne's Compensation Agreement is
available for free at http://ResearchArchives.com/t/s?103

A full-text copy of Mr. Becci's Compensation Agreement is
available for free at http://ResearchArchives.com/t/s?104

                   Contingent Value Agreement

The Company entered into a Contingent Value Agreement with the
former partners of Capital C, Messrs. Becci and Winne, and the
EnerVest funds that purchased Capital C.  Under the Contingent
Value Agreement, if properties are contributed to a publicly
traded partnership or a publicly traded royalty trust, then the
Company has agreed to pay the following aggregate amount to the
former partners of Capital C, and Messrs. Becci and Winne:

   (1) 20% of the difference between the value received for the
       assets upon transfer to a MLP and the book value of the
       assets, if the transfer occurs within one year following
       the Change of Control; and

   (2) 10% of the difference between the value received for the
       assets upon transfer to a MLP and the book value of the
       assets, if the transfer occurs in the second year following
       the Change of Control.

A full-text copy of the Contingent Value Agreement is available
for free at http://ResearchArchives.com/t/s?105

Belden & Blake engages in the exploitation, development,
production, operation and acquisition of oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  Belden &
Blake is a subsidiary of Capital C Energy Operations, LP, an
affiliate of Carlyle/Riverstone Global Energy and Power
Fund II, L.P.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.  The downgrade, which concludes Moody's
review that commenced on December 28, 2004, is a result of Moody's
review of the company's 10-K which confirmed the credit
deterioration through a combination of:

   * a greater than expected reserve revision;

   * poor capital productivity evidenced by drillbit F&D of
     $62.23/boe (excluding revisions) and only replacing 15% of
     production through extensions and discoveries;

   * very high leverage on the proved developed (PD) reserves of
     $7.64/boe;

   * B&B's very high full cycle costs that are unsustainable long-
     term;  and

   * the free cash flow drain from currently out-of-the-money
     hedging that could otherwise be used for debt repayment or
     reinvestment.

The notes are notched down from the senior implied rating due a
combination of:

   * asset deterioration which impacts the coverage for the
     bondholders;

   * the increased use of the credit facilities (including L/C's)
     to support underwater hedging; and

   * the carveouts in the indenture that could permit additional
     secured debt to be layered in ahead of the notes.


BIRCH TELECOM: Gets Interim Okay to Use Lenders' Cash Collateral
----------------------------------------------------------------          
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) use Cash Collateral securing repayment of pre-petition
      obligations to Bank of America, N.A., in its capacity as
      Pre-Petition Agent and the Pre-Petition Lenders; and

   b) grant adequate protection to the security interests and
      liens of Bank of America as the Pre-Petition Agent for the
      Pre-Petition Lenders.

           Pre-Petition Debt & Use of Cash Collateral

As of the Petition Date, the Debtors owe approximately $108.7
million to Bank of America and the Pre-Petition Lenders under
various pre-petition Credit and Loan Agreements.  Pursuant to
those pre-petition Loan Agreements, the Pre-Petition Lenders were
granted a security interest in substantially all of the Debtors'
real and personal property and other assets.

Therefore, Bank of America and the Pre-Petition Lenders have
asserted first priority liens in substantially all of the Debtors'
assets and property.  They further assert that all of the Debtors'
cash on hand and amounts generated by the collections of accounts
receivable, sale of inventory or other disposition of the pre-
petition Collateral constitutes Cash Collateral of the Pre-
Petition Lenders within the meaning of Section 353(a) of the
Bankruptcy Code.   

The Debtors will use the proceeds of the Cash Collateral for the
orderly continuation of their businesses and operations, to enable
them to reorganize and to preserve the value of their assets and
operations.  

The Court authorizes the Debtors to use the Cash Collateral in
which Bank of America and the Pre-Petition Lenders have a lien or
security interest, in accordance with the Approved Weekly
Forecasts and the Pre-Petition Lenders are directed to turn over
to the Debtors all Cash Collateral received or held by those
Lenders.

                     Adequate Protection

Bank of America and the Pre-Petition Lenders have consented to the
Debtors' use of the Cash Collateral.

To adequately protect their interests, Bank of America and the
Pre-Petition Lenders are granted replacement security interests
and liens on all of the Debtors' Collateral except for the
Avoidance Actions.

The adequate protection is subject and subordinate only to:

   a) the security interests and liens granted to the DIP Agent
      for the benefit of the DIP Lenders pursuant to the Court's
      Interim DIP Financing Order and the DIP Documents and any
      liens on the Collateral to which those liens granted to the
      DIP agent are junior; and

   b) the payment of the Carve Out pursuant to the Court's Interim
      DIP Financing Order

The Court will convene a final hearing at 3:00 p.m., on Sept. 14,
2005, to consider the Debtors' request to use the Cash Collateral
on a permanent 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.


BLUE BEAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Blue Bear Funding, LLC
        fka 1st American Factoring, LLC
        501 Main Street
        Windsor, Colorado 80550

Bankruptcy Case No.: 05-31300

Type of Business: The Debtor provides invoice factoring services.
                  See http://www.bluebearfunding.com/

Chapter 11 Petition Date: August 22, 2005

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Alice A. White, Esq.
                  Douglas W. Jessop, Esq.
                  Jessop & Company, P.C.
                  303 East 17th Avenue, Suite 930
                  Denver, Colorado 80203
                  Tel: (303) 860-7700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lola M. Schneider & Mary Kay  Investor; principal       $362,766
Sommers                       amount only
5101 Nelson Court
Fort Collins, CO 80528

Lee & Mary Kay Sommers        Investor; principal       $325,000
5101 Nelson Court             amount only
Fort Collins, CO 80528

James L. & Haven D. Marsh     Investor; principal       $324,844
Notes A-C                     amount only
2507 Jadestone Court
Fort Collins, CO 80525

Richard D. Brighi             Investor; principal       $321,422
366 North Brisbane Avenue     amount only
Greeley, CO 80634

Antony J. Espinoza            Investor; principal       $289,267
4080 E. 119th Place, Unit B   amount only
Thornton, CO 80233

Dell & Sharon Babbitt         Investor; principal       $250,575
1510 Flower Lane              amount only
Estes Park, CO 80517

Ervin C. Reimer & Velma D.    Investor; principal       $226,466
Reimer Revocab                amount only

Carl G. & Anita Kay Hunter    Investor; principal       $224,369
                              amount only

Christ Center Community       Investor; principal       $205,882
Church - Note A               amount only

Beverly Sue Ambrose           Investor; principal       $205,722
                              amount only

Larry & Sherrie South         Investor; principal       $200,000
                              amount only

Mike Fattor                   Investor; principal       $200,000
                              amount only

Bill & Dar Honstein           Investor; principal       $196,068
                              amount only  

Robert J. & Martha J. Martin  Investor; principal       $192,717
                              amount only   

Donald L. & Jacquelyn Derr    Investor; principal       $185,368
                              amount only

Gordon M & Lindee Ledall      Investor; principal       $184,446
                              amount only

Cramer Family Revocable       Investor; principal       $180,804
Trust                         amount only

Cleon V. & Betty J.           Investor; principal       $170,000
Kimberling                    amount only

Devin A. & Karen L. Bloom     Investor; principal       $166,725
Notes A-C                     amount only

Larry D. Wright               Investor; principal       $152,617
                              amount only


BUSCHWICK DEVELOPMENT: Case Summary & 6 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Buschwick Development and Housing Corporation
        350 Fifth Avenue, Suite 3304
        New York, New York 10118

Bankruptcy Case No.: 05-23707

Type of Business: JP Apartments, Inc., the Debtor's affiliate,
                  filed for bankruptcy protection on November 5,
                  2003 (Bankr. S.D.N.Y. Case No. 03-17017), the
                  Honorable Allen L. Gropper presiding.  JP
                  Apartments' chapter 11 filing was reported in
                  the Troubled Company Reporter on Nov. 6, 2003.

Chapter 11 Petition Date: August 24, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  Wayne Greenwald, P.C.
                  99 Park Avenue, Suite 800
                  New York, New York 10016
                  Tel: (212) 983-1922
                  Fax: (212) 973-9494

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
New York City HPD                Building Violations    $570,000
100 Gold Street
New York, NY 10013

Keyspan                          Utilities               $10,000
One MetroTech Center
Brooklyn, NY 11201

Internal Revenue Service         Taxes                   Unknown
1040 Waverly Avenue
Holtsville, NY 00501-0002

New York City                    Taxes                   Unknown
Department of Finance
c/o NYC Corp. Counsel
100 Church Street
New York, NY 10038

New York City                    Taxes                   Unknown
Department of Finance
25 Elm Place
Brooklyn, NY 11201

New York State Tax Commission    Taxes                   Unknown
Bankruptcy Special Procedure
P.O. Box 5300
Albany, NY 12205-0300


CALPINE CORP: LS Power Buying Ontelaunee Energy Unit for $225 Mil.
------------------------------------------------------------------
Calpine Corporation [NYSE:CPN] agreed to sell its 550-megawatt
Ontelaunee Energy Center to LS Power Equity Partners, LP, for
$225 million.  The asset sale is part of Calpine's strategic
initiative to reduce debt and optimize its power plant portfolio.    
Since launching its strategic initiative in May 2005, Calpine has
completed or announced more than $2 billion of asset sales.

The Ontelaunee sale is the third of four planned power plant
sales, which the company announced in June 2005.  Calpine expects
to complete the sale in September, pending regulatory approval and
other conditions of closing.  Net proceeds from the sale of
Ontelaunee will be used to reduce debt and as otherwise permitted
by the company's indentures.

"By divesting of non-strategic assets like Ontelaunee, we continue
to de-lever our balance sheet and re-focus resources on Calpine's
core power markets," stated Calpine Executive Vice President and
CFO Bob Kelly.  "At the same time, by providing LS Power a broad
range of operational and power services for Ontelaunee, Calpine
has a great opportunity to expand our energy services business
units."

As part of the transaction, Calpine will continue to operate the
plant on behalf of LS Power for five years, and provide turbine
maintenance and parts services for ten years.  Calpine Energy
Services, the trading and risk management subsidiary for Calpine,
will supply a variety of energy services, including power
marketing, and scheduling of power and fuel for a six-month term.

The Ontelaunee Energy Center is a natural gas-fired, combined-
cycle power plant located in Ontelaunee Township, Pennsylvania.
The plant entered operations in 2002 and generates electricity for
the Pennsylvania-New Jersey-Maryland power market.

Calpine Corporation -- http://www.calpine.com/-- supplies   
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CATHOLIC CHURCH: Court Okays Tucson's AICCO Premium Financing Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Diocese of Tucson's request to enter into a premium financing
agreement with A.I. Credit Corp. or its subsidiary AICCO, Inc.

Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, says the Agreement will finance the payment of
premiums on the Diocese's insurance policies.

As reported in the Troubled Company Reporter on July 25, 2005, the
Diocese of Tucson is responsible for financing its property,
liability and auto insurance premiums.  Maintaining insurance is
essential to the Diocese's operations and to the Diocese's
obligations under the Bankruptcy Code.  To maintain continuity of
insurance, Mr. Nye asserts that the Diocese must enter into a
premium finance agreement prior to the effective date of the
confirmed Plan of Reorganization.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 38
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Wants Stipulation with Tort Claimants OK'd
------------------------------------------------------------------
The Diocese of Tucson's confirmed Plan of Reorganization provides
that tort claimants have the right to elect to become a Non-
Settling Tort Claimant and have their claims determined and
liquidated through a trial in a court.  Once liquidated, the tort
claim will be treated and paid pursuant to the Litigation Trust
Agreement.

On their ballots, Claimants holding Claim Nos. 29, 79, 216, 3,
14, 138, 2, 80, 253, and 23, elected to become Non-Settling Tort
Claimants.

The Claimants wish to revoke their election to be Non-Settling
Tort Claimants and instead would like to be treated as Settling
Tort Claimants, to have their claims determined pursuant to the
Plan, and if allowed, treated and paid pursuant to the Settlement
Trust Agreement.

Tucson consents to the Claimants changing their election.

In separate stipulations, Tucson and the Claimants stipulate that:

   (a) the Claimants' election to become Non-Settling Tort
       Claimants are revoked; and

   (b) the Claimants will be treated as Settling Tort Claimants
       and their claims will be determined pursuant to the Plan
       and, if allowed, paid and treated pursuant to the
       Settlement Trust Agreement.

The parties ask Judge Marlar of the U.S. Bankruptcy Court for the
District of Arizona to approve the stipulations.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 38
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELESTICA INC: Offers to Buy Employees' Stock for $6.96 Million
---------------------------------------------------------------
Celestica, Inc., commenced a tender offer to its employees to
purchase for cash, from eligible participants, all outstanding
options with an exercise price of $30.00 or greater, or Cdn.$40.00
or greater for Canadian dollar-denominated options, to purchase
Celestica's subordinate voting shares issued under:

   -- Celestica's Long-Term Incentive Plan, as amended,

   -- the Second Amended and Restated Non-Qualified Stock Option
      Plan, as amended,

   -- the 2000 Non-Qualified Stock Option Plan, and

   -- the 2000 Equity Incentive Plan, as amended,

The Company expects to pay up to $6,962,264 in the tender offer.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader    
in the delivery of innovative electronics manufacturing services.   
Celestica operates a highly sophisticated global manufacturing  
network with operations in Asia, Europe and the Americas,  
providing a broad range of integrated services and solutions to  
leading OEMs (original equipment manufacturers).  Celestica's  
expertise in quality, technology and supply chain management,  
enables the company to provide competitive advantage to its  
customers by improving time-to-market, scalability and  
manufacturing efficiency.    

                         *     *     *    

Celestica's 7-5/8% senior subordinated notes due 2013 and 7-7/8%  
senior subordinated notes due 2011 carry Moody's Investors  
Service's and Standard & Poor's single-B ratings.


CHARTER COMMS: Shareholders OK Stock Plan & Ratify KPMG Employment
------------------------------------------------------------------
Charter Communications, Inc.'s (Nasdaq: CHTR) shareholders re-
elected Robert P. May, as the Class A/Class B Director to the
Company's Board of Directors during the course of their Annual
Meeting on Aug. 23, 2005.   Mr. May was a member of the Charter
Board who has served as Charter's Interim President and Chief
Executive Officer since January 2005.

Paul G. Allen, Chairman of the Board and the sole holder of
Charter's Class B common stock, elected the Class B directors:

   -- Paul G. Allen,
   -- W. Lance Conn,
   -- Nathaniel A. Davis,
   -- Jonathan L. Dolgen,
   -- David C. Merritt,
   -- Marc B. Nathanson,
   -- Jo Allen Patton,
   -- Neil Smit,
   -- John H. Tory, and
   -- Larry W. Wangberg.

The shareholders also approved a proposed amendment to the
Company's 2001 Stock Incentive Plan, and ratified the appointment
of KPMG LLP as the Company's independent public accountants for
2005.

Mr. Allen, the controlling shareholder of Charter, reinforced his
commitment to Charter and the cable industry, and emphasized the
superiority of cable over satellite connectivity to the home.  
"I'm confident we have the personnel, the infrastructure, the
products and the services necessary to be the premier provider of
in-home entertainment and communications services," Mr. Allen
said.  Welcoming Neil Smit, Charter's newly appointed President
and Chief Executive Officer, Mr. Allen said, "Neil is a proven,
talented executive with the right combination of skills to lead
Charter employees to the next level.  I look forward to working
with Neil, the rest of Charter's management team and our Board to
continue the operational and financial improvement initiatives
we've already begun to better position Charter for growth."

Mr. Allen also expressed his thanks to Mr. May, "Charter has made
great strides under Bob's leadership over the past several
months," Mr. Allen said.  "I'm especially grateful for his
stepping up to this interim, and important, responsibility."

"During my eight months at the helm of this company, I've observed
great opportunity to unlock unrealized value at all levels of
Charter, and even more opportunity to take better advantage of our
past investments to generate future growth," Mr. May said.  He
will remain active on Charter's Board of Directors, including its
Strategic Planning Committee.

In his prepared remarks, Mr. Smit stressed the importance of
execution in Charter's comprehensive operational improvement plan
in order to be successful in the competitive environment in which
Charter operates.  "Put simply, I took this job because I believe
in the future of this industry, and in Charter in particular," he
said.

Charter Communications, Inc. -- http://www.charter.com/-- a   
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM), Charter High-Speed(TM) Internet service and
Charter Telephone(TM). Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions to
organizations of all sizes through business-to-business Internet,
data networking, video and music services. Advertising sales and
production services are sold under the Charter Media(R) brand.

At June 30, 2005, Charter Communications' balance sheet showed a
$5.1 billion stockholders' deficit, compared to a $4.4 billion
deficit at Dec. 31, 2004.


CREST EXETER: Fitch Affirms $6.3MM Fixed-Rate Term Notes at BB
--------------------------------------------------------------
Fitch Ratings affirms all of the rated notes of CREST Exeter
Street Solar 2004-1, Ltd. and CREST Exeter Street Solar 2004-1,
Corp.  The affirmations of these notes is a result of Fitch's
annual rating review process and are effective immediately:

     -- $207,359,223 class A-1 senior secured floating-rate term
        notes at 'AAA';

     -- $51,596,426 class A-2 senior secured fixed-rate term notes
        at 'AAA';

     -- $9,735,175 class B-1 second priority floating-rate term
        notes at 'AA+';

     -- $10,708,692 class B-2 second priority fixed-rate term
        notes at 'AA+';

     -- $1,907,035 class C-1 third priority floating-rate term
        notes affirm at 'A+';

     -- $15,990,025 class C-2 third priority fixed-rate term notes
        at 'A+';

     -- $5,841,105 class D-1 fourth priority floating-rate term
        notes affirm at 'BBB+';

     -- $13,215,500 class D-2 fourth priority fixed-rate term
        notes at 'BBB+';

     -- $4,380,829 class E-1 fifth priority floating-rate term
        notes at 'BB';

     -- $6,327,863 class E-2 fifth priority fixed-rate term notes
        at 'BB'.

CREST Exeter is a collateralized debt obligation, which closed
April 29, 2004, supported by a static pool of commercial mortgage-
backed securities (CMBS: 79.0%), real estate investment trust
(REIT: 19.0%) securities, and real estate CDO (RE CDO: 2%)
securities.

CREST Exeter continues to perform as expected.  
Overcollateralization levels are stable and continue to pass their
minimum required thresholds.  There has been some deleveraging
with $8,898,127 of principal proceeds being paid to the all
noteholders on a pro-rata basis.  This deleveraging has reduced
the original balance of the capital structure by approximately 3%.  
The weighted average credit quality of the portfolio has remained
stable in the 'BBB-' rating category.

CREST Exeter, managed by MFS Investment Management, selected the
initial collateral and serves as the collateral administrator.  
Fitch has discussed CREST Exeter with MFS Investment Management
and will continue to monitor CREST Exeter closely to ensure
accurate ratings.

Based on the stable performance of the underlying collateral and
the OC tests, Fitch affirms all the rated liabilities issued by
CREST Exeter.  Transaction information and historical data on
CREST Exeter is available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on Fitch  
criteria, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


CYCLELOGIC INC: Trustee Wants Until Dec. 15 to Object to Claims
---------------------------------------------------------------
Ana Maria Lozano-Stickley, the Liquidation Trustee overseeing the
liquidation trust established for CycleLogic, Inc.'s estate, asks
the U.S. Bankruptcy Court for the District of Delaware to further
extend the deadline, through and including Dec. 15, 2005, by which
she can object to proofs of claims.

The Trustee has been performing other tasks associated with the
plan and liquidation trust agreement, including, reviewing and
analyzing priority and general unsecured claims.  A careful and
thorough analysis of that kind is essential so that objections to
invalid or deficient priority claims can be properly filed.

The Trustee believes that the extension of the objection period
will provide sufficient time to analyze claims, prepare and file
additional objections to claims and attempt to consensually
resolve disputed claims.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider. The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881). Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor represents the Debtor.  When the Company filed
for protection from its creditors, it listed assets of more than
$100 million and debts of over $10 million.


DENNY'S CORP: Mark Wolfinger Will Replace Andrew Green as CFO
-------------------------------------------------------------
Denny's Corporation (Nasdaq: DENN) reported the appointment of
Mark Wolfinger to the position of Chief Financial Officer
effective Sept. 26, 2005.  Andrew F. Green, Senior Vice
President and Chief Financial Officer, has tendered his
resignation effective September 23, 2005.  Mr. Green joined the
company in 1996 and has served as CFO since 2001.

Nelson Marchioli, Denny's President and CEO, stated: "Andrew has
expressed a desire to move on to new opportunities at this stage
of his career.  He has been an integral part of the Denny's
turnaround, culminating in Denny's financial recapitalization in
2004 and the recent relisting of Denny's stock on the NASDAQ. We
wish Andrew further success as he moves forward in his career."

Concurrently, the company announced the appointment of Mark
Wolfinger as Denny's new CFO.  Mr. Wolfinger joins the company
from Danka Business Systems where he served as Chief Financial
Officer since 1998.  Mr. Wolfinger's previous experience includes
senior financial positions with Hollywood Entertainment,
Metromedia Restaurant Group, operators of Bennigan's, Ponderosa
Steakhouse and Steak & Ale restaurants, and the Grand Metropolitan
PLC.

Mr. Marchioli continued, "The hiring of Mark, along with other
recently announced additions to our senior management, further
fortifies the Denny's team.  Mark brings strong retail and
restaurant experience to our organization, and his strategic and
financial knowledge will be an asset to Denny's as we continue
strengthening the brand and solidifying its capital structure."

Denny's Corporation -- http://dennys.com/-- is America's largest  
full-service family restaurant chain, consisting of 547 company-
owned units and 1,040 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

As of June 29, 2005, Denny's Corp.'s total liabilities exceed
total assets by $260,141,000.


DLJ MORTGAGE: Additional Paydown Cues Fitch To Lift Ratings
-----------------------------------------------------------
DLJ Mortgage Acceptance Corp., commercial mortgage pass-through
certificates, series 1997-CF1, are upgraded by Fitch Ratings:

     -- $31.3 million class A-3 to 'AA+' from 'AA-';
     -- $26.9 million class B-1 to 'BBB-' from 'BB+'.

In addition, Fitch affirms these classes:

     -- $74.8 million class A-1B at 'AAA';
     -- $24.7 million class A-2 at 'AAA';
     -- Interest-only class S at 'AAA';

Classes B-2, B-3, B-4 and C are not rated by Fitch.  Class A-1A
has been paid in full.

The rating upgrades reflect the improved credit enhancement levels
as a result of additional amortization and paydown.  As of the
August 2005 distribution date, the pool's aggregate certificate
balance has been reduced 59.7% to $180.6 million from $448.0
million at issuance.  The deal has realized losses in the amount
of $40.2 million since issuance.

There are currently three loans (2.7%) in special servicing and
losses are expected.  The largest specially serviced loan (1.1%)
is an industrial property located in Warren, MI.  The property is
currently under contract for sale.

The second largest specially serviced loan (1.0%) is a retail
property located in Wilson, NC and is currently 60 days
delinquent.  The loan defaulted as a result of Winn Dixie
rejecting its lease in bankruptcy.  The special servicer is
currently discussing possible solutions with the borrower.

The third specially serviced loan (0.6%) is a retail property
located in Asheboro, NC and is current.  The loan is in special
servicing due to being cross-collateralized and cross-defaulted
with the retail property located in Wilson, NC.


DMX MUSIC: Committee Wants Summary Judgment Against Six Lenders
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Maxide
Acquisition, Inc., dba DMX Music, Inc., and its debtor-affiliates'
chapter 11 cases filed an adversary proceeding in the U.S.
Bankruptcy Court for the District of Delaware pursuant to Federal
Rule of Bankruptcy Procedure 7001 and Section 506 of the U.S.
Bankruptcy Code.

The Committee wants:

   (1) declaratory relief regarding the validity and extent
       of liens granted by the Debtors to the Lenders;

   (2) recovery or recharacterization of post-petition interest
       payments; and

   (3) damages from the Six Lenders under applicable law.

The Six Lenders are:

   -- Bank of Canada,
   -- Bank of New York Company, Inc.,
   -- Bank of Tokyo-Mitsubishi Trust Company,
   -- Credit Lyonnais, New York Branch,
   -- Bankers Trust Company, and
   -- Lehman Commercial Paper, Inc.

                   Prepetition Loan Agreement

Maxide Acquisition, Inc., and its debtor-affiliates and the
Lenders were parties to a credit agreement dated May 17, 2001.
Under the Credit Agreement, the Lenders provided revolving and
term loans and other financial accommodations to Maxide for
$125 million.  As of the Petition Date, the Debtors owed
$86 million to the Lenders.

The Debtors allegedly granted the Lenders a purported perfected
continuing lien and security interest to secure the debt in all of
the Debtors' personal property, including:

   -- Inventory,
   -- Accounts,
   -- Equipment,
   -- Contracts,
   -- Leases and Other Contracts,
   -- Deposit Accounts,
   -- Supporting Obligations,
   -- General Intangibles,
   -- Licenses
   -- Furniture and Fixtures,
   -- Miscellaneous Items,
   -- Motor Vehicles,
   -- Trademarks, and
   -- Proceeds.

                     Lien on the Assets

The Committee alleges that the Lenders:

   (a) assert a lien on all assets of the Debtors;

   (b) failed to produce adequate evidence of a perfected and
       first priority security interest in all the Debtors'
       assets;

   (c) did not secure possession of Deposit Accounts or Security
       Deposits;

   (d) do not hold title to Motor Vehicles;

   (e) failed to file proper and necessary documents in
       appropriate foreign jurisdictions to perfect security
       interests in Foreign Trademarks;

   (f) failed to describe their interest in Commercial Tort Claims
       with the requisite specificity required by law;

   (h) failed to take possession of certificates to perfected
       first priority security interest in capital stock interests
       and foreign affiliates held by the Debtors.

The Committee demands judgment against the Lenders:

   (a) directing the Lenders to prove the validity and extent of
       their liens, if any, on the assets of the Debtors;

   (b) directing that any lien or interest of the Lenders in the
       assets of the Debtors, which has not been duly perfected,
       or, which is voidable under applicable law, is null and
       void as a lien on those property of the estate;

   (c) costs of suit;

   (d) reasonable attorneys' fees; and

   (e) other relief as the Court deems equitable and just.

                     Undersecured Creditors

The Committee alleges that the Lenders:

   (a) were at all times undersecured.

   (b) were not entitled to Fully Secured Pre-Petition Payments as
       an undersecured creditor.

The Committee wants the return of any and all Fully Secured
Pre-Petition Payments the Lenders received from the Debtors.

The Committee demands judgment against the Lenders:

   (a) directing the Lenders to return any and all Fully Secured
       Pre-Petition Payments received from the Debtors;

   (b) declaring that the Lenders are not entitled to any future
       post-petition interest payments, professional fees and
       costs pursuant to section 506(b) of the Bankruptcy Code;

   (c) costs of suit;

   (d) reasonable attorneys' fees;

   (e) reducing dollar-for-dollar the Lenders' post-petition liens
       by the amount equal to the Fully Secured Pre-Petition
       Payments; and

   (f) other relief as the Court deems equitable and just.

                  Recharacterization of Debt

In the event that the Court does not direct the Lenders to return
the Fully Secured Pre-Petition Payments received from the Debtors,
the Committee wants the payments to be recharacterized as
principal because the Lenders were at all times undersecured.

The Committee demands judgment against the Lenders:

   (a) directing the Lenders to return any and all Fully Secured
       Pre-Petition Payments received from the Debtors;

   (b) declaring that the Lenders are not entitled to any future
       post-petition interest payments, professional fees and
       costs;

   (c) declaring that the Fully Secured Pre-Petition Payments
       received by the Lenders were principal payments on account
       of amounts due Lenders;

   (d) costs of suit;

   (e) reasonable attorneys' fees; and

   (f) other relief as the Court deems equitable and just.

                     DIP Financing Liens

A portion of the DIP Financing was applied to Fully Secured
Pre-Petition Payments and included in the Lenders' liens on DIP
Collateral.

The Committee alleges that the Lenders were not entitled to Fully
Secured Pre-Petition Payments as an undersecured creditor.

The Committee demands judgment against the Lenders:

   (a) declaring that portion of the Lenders' liens on DIP
       Collateral to be void to the extent of the Fully Secured
       Pre-Petition Payments;

   (b) costs of suit;

   (c) reasonable attorneys' fees; and

   (d) other relief as the Court deems equitable and just.

                        Sales Proceeds

The Debtors sold substantially all of their assets to THP Capstar,
Inc., for $72 million and the sale closed on June 3, 2005.

The Committee said the proceeds of the Sale were paid to the
Lenders at closing.  The Committee says the Lenders do not hold a
valid and perfected security interest in all of the Debtors'
assets and must return to the Estate that portion of the Sale
proceeds that represent the proceeds of any and all unencumbered
assets.

The Committee demands judgment against the Lenders:

   (a) directing the Lenders to disgorge that portion of the Sale
       proceeds that represent the proceeds of unencumbered
       assets;

   (b) interest on the amount disgorged;

   (c) costs of suit;

   (d) reasonable attorneys' fees; and

   (e) other relief as the Court deems equitable and just.

A. Dennis Terrell, Esq., Robert K. Malone, Esq., and Michael P.
Pompeo, Esq., at Drinker Biddle & Reath LLP, in Florham Park, New
Jersey, represent the Official Committee of Unsecured Creditors.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX Music, Inc. -- http://www.dmxmusic.com/-- is    
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).  
The case is jointly administered under Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., represent the Debtors.  When the Debtors filed
for protection from their creditors, they estimated more than
$100 million in assets and debts.


DMX MUSIC: Wants Excl. Plan Filing Period Extended Until Sept. 15
----------------------------------------------------------------          
DMX Music, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend, through and
including Sept. 15, 2005, the time within which they alone can
file a chapter 11 plan.  The Debtors also ask the Court for more
time to solicit acceptances of that plan from their creditors,
through and including Nov. 14, 2005.

The Debtors explain that since the commencement of their
chapter 11 cases, their time and efforts have been devoted to
stabilizing their business operations, completing the transition
to operating as debtors-in-possession and marketing and selling
substantially all of their assets.

The Debtors sold the majority of their assets to THP Capstar,
Inc., in a transaction approved by the Court in May 2005.  Through
that sale, the Debtors have stopped the accrual of additional
administrative expense claims that are associated with operating
debtors in chapter 11 cases.

The Debtors give the Court three reasons in favor of the
extension:

   a) since the sale for most of their assets to THP Capstar
      has closed, the Debtors and their professionals can focus
      all their efforts on negotiating and obtaining confirmation
      of a proposed plan of liquidation that allocates the
      proceeds of the sale;

   b) they have paid their debts during their chapter 11 cases as
      they become due and have acted in good faith throughout the
      sale process that maximized the value of their estates for
      the benefit of their creditors; and

   c) the requested extension will not prejudice their creditors
      and other parties-in-interest and it will give them more
      time to negotiate with creditors in proposing a consensual
      chapter 11 plan.

The Court will convene a hearing at 10:30 a.m., on Aug. 31, 2005,
to consider the Debtors' request.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is    
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).  
The case is jointly administered under Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated more than $100 million in assets and
debts.


DOCTORS HOSPITAL: Court Approves Physician Recruitment Program
--------------------------------------------------------------
The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston allowed Doctors Hospital
1997, LP, to implement a Physician Recruiting Program allowing it
to recruit doctors in the ordinary course of business without
further Court approval.  

Judge Bohm also approved the Debtor's employment of Fan Wang, MD,
Salvatore A. Carfagno, Jr., DO, Conrad Murray, MD, and Jennifer
Nguyen, MD, pursuant to a contingency recruitment agreement
facilitated by Spitzmiller, Kilgore, Hobbs & Ford.

The Debtor asked the Bankruptcy Court to approve the Physician
Recruiting Program so it can maintain an abundant network of
practicing doctors.  The Debtor says that the program is in the
best interest of the estate and its creditors because it
contributes revenues by allowing the healthcare provider to build
physician relationships, encourage patient referrals and increase
patient census.

As previously reported in the Troubled Company Reporter, Janie R.
Hirsch of Spitzmiller Kilgore agreed to identify qualified
physician candidates willing to establish their medical practices
in the Debtor's hospital facilities.

Under the postpetition contingency recruitment agreement, Ms.
Hirsch received a one-time fee of $15,000 for each physician
candidate who either signs a contract with or commences work for
the Debtor.  Ms. Hirsch assisted in the recruitment of Drs. Wang,
Carfagno, Murray, and Nguyen.

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.


DONALD ALLAN: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donald M. & Lori J. Allan
        521 Connelly Road
        Rising Sun, Maryland 21911

Bankruptcy Case No.: 05-28849

Chapter 11 Petition Date: August 23, 2005

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court, Suite 301
                  Townson, Maryland 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cecil Federal                 1683 Porter Road,         $650,000
127 North Street              Bear, DE 19701
P.O. Box 469                  Value of security:
Elkton, MD 21922              $375,000

Cecil Federal                 Multiple vehicles          $30,000

Cecil Federal                 2004 Dodge SRT             $45,000
127 North Street              Mileage 5,000
P.O. Box 469                  Value of security:
Elkton, MD 21922              $30,000

Ford Motor Company            2004 Ford Excursion        $37,000
                              Mileage 2,000
                              Value of security:
                              $22,850

Artisans Bank                 2003 Ford Mustang          $40,000
P.O. Box 908                  Saleen, Convertible
Wilmington, DE 19899-0908     Mileage 6,000
                              Value of security:
                              $25,900

AmeriCredit                   2003 Dodge 3500            $24,000
                              Mileage 40,000
                              Value of security:
                              $13,725

Ford Motor Company            2004 Mitsubishi Evo        $28,000
                              Mileage 2,000
                              Value of security:
                              $20,000

Internal Revenue Service      Tax liability               $7,996

Chrysler Credit Corp          2004 Dodge Neon            $15,000
                              Mileage 13,000
                              Value of security:
                              $7,075

Ford Motor Credit Company     2003 Lincoln Navigator     $35,000
                              Mileage 30,000
                              Value of security:
                              $30,000

University of Pennsylvania    Judgment                    $5,425
New Bolton

Internal Revenue Service      Tax liability               $4,328

Lifetime Well Drilling Co.    Well drilling               $4,315

Mitsubishi Motor Credit       2002 Mitsubishi VXR        $16,000
                              Mileage 15,000
                              Value of security:
                              $13,000

Union Hospital                Medical                       $802

Internal Revenue Service      Tax liability                 $547

Professional Diagnostics,LLC  Medical                       $480

Internal Revenue Service      Tax liability                   $1


DORAL FINANCIAL: Fitch Keeps Low-B Ratings on Watch Negative
------------------------------------------------------------
NOTE: This is an amended version of a press release issued August
22, 2005 and contains revised information throughout the release
specifying that Doral's ratings remain on Rating Watch Negative,
instead of being affirmed.

Fitch's ratings on Doral Financial Corporation and its
subsidiaries remain on Rating Watch Negative.  Doral's senior
obligations are currently rated 'BB+' and the short-term rating is
'B' by Fitch.  

Fitch is responding 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 named replacements for the three management positions have the
ability and knowledge to lead Doral through the restatement
process and beyond, according to Fitch.  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 the 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.

These ratings remain on Rating Watch Negative by Fitch:

   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'.


EAGLEPICHER INC: Assigns Bengal Suite Lease to Deloitte & Touche
----------------------------------------------------------------
EaglePicher Incorporated is set to divest more than $62,000 in
annual liabilities with the assumption and subsequent assignment
to Deloitte & Touche USA LLP of a Suite License Agreement with
The Cincinnati Bengals, Inc., Kim D. Seaton, Esq., at Squire,
Sanders & Dempsey LLP, says.

The Hon. J. Vincent Aug, Jr., of the U.S. Bankruptcy Court for the
Southern District Of Ohio, Western Division, approved a
stipulation memorializing assumption and assignment of the Suite
License Agreement on Aug. 15, 2005, subject to a final hearing
next month.

                    Suite License Agreement

In August 2000, the Debtor and The Bengals signed a 10-year suite
license agreement granting EaglePicher the right to the use of
Suite 2005 at Paul Brown Stadium in Cincinnati, Ohio.  Among the
special privileges afforded by the suite license are access to The
Bengals Club Lounge, free utility and telephone service within the
suite, and guaranteed parking during each NFL game other than the
Super Bowl.

Pursuant to the terms of the agreement, the Debtor is obligated to
pay a $59,000 premium for the first three years of the agreement.  
In the succeeding years, The Bengals have the right to increase
the premium by an annual amount not to exceed 3% per year over the
prior year's premium.

                        Lease Assignment

Prior to its bankruptcy filing, the Debtor had agreed to sell,
assign and transfer all of its rights and interest in the suite
license agreement to Deloitte & Touche.  The stipulation approved
by Judge Aug on Aug. 15 formalizes this pre-petition oral
agreement.

As part of the assignment, Deloitte & Touche agrees to pay the
Debtor's outstanding suite premium for the 2005 to 2006 football
season totaling $62,550.  Deloitte & Touche will also give The
Bengals a $14,750 security deposit.

The Debtor will also receive approximately $6,700 in net monetary
consideration from Deloitte & Touche as a result of their mutual
payment obligations and credits under the lease assignment.

Judge Aug will review any objections to the assumption and
assignment at 10:00 a.m. on Sept. 28, 2005.

The Cincinnati Bengals, Inc., owns The Cincinnati Bengals, the
National Football League team started in 1968, that held the
league's worst record in the 1990s (52 wins and 108 losses).  The
Bengals have not had a winning season since 1990.  In 2000, The
Bengals opened the $450 million Paul Brown Stadium, named after
the team's founder.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer   
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
When the Debtors filed for protection from their creditors, they
listed $535 million in consolidated assets and $730 in
consolidated debts.


EMMIS COMMUNICATIONS: Moody's Confirms Ba3 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the long-term ratings of Emmis
Communications Corporation's, including its Ba3 corporate family
rating, following the company's announcement that it has signed
definitive agreements to sell nine of its 16 television stations
(representing 53% of YE 2005 TV station operating income) in three
separate transactions for approximately $681 million.  This
concludes the review for downgrade that began on May 11, 2005.  
The outlook is now stable.

The confirmation of the ratings and stable outlook reflect the
company's intention to apply the proceeds of the sale to reduce
the incremental leverage recently assumed in order to finance
Emmis' repurchase of 39% of the company's outstanding common
stock.  Moody's estimates pro forma leverage (defined as total
debt plus preferred-to-EBITDA) will decline to under 7 times.

Additionally, it incorporates Moody's expectation that further
anticipated divestitures of the television portfolio will be used
to reduce debt.  The ratings continue to reflect the relative
strength of the company's attractive radio assets (largest market
stations, including New York, Los Angeles, and Chicago), and the
company's renewed focus on this business segment.  The ratings
remain constrained by:

Emmis' still high leverage;

   * the intensely competitive nature of the company's radio
     markets;

   * exposure to the cyclical advertising environment; and

   * the potential for the company over the medium term to seek
     acquisitions in the radio space.

Moody's confirmed these ratings:

Emmis Operating Company:

   1) Ba2 rating on its senior secured credit facilities, and

   2) B2 rating on its $375 million of senior subordinated notes
      due 2012.

Emmis Communications Corporation:

   1) B3 rating on the $350 million senior unsecured floating rate
      notes due 2012;

   2) B3 rating on the 12.5% senior discount notes due 2011;

   3) Caa1 rating on the $143.8 million of 6.25% cumulative
      convertible preferred stock;

   4) Ba3 corporate family rating; and

   5) SGL-3 speculative grade liquidity rating.

The SGL-3 ratings continues to reflect:

   * pro forma for the share repurchase;

   * Emmis' reduced availability to its revolving credit facility
     (about $200 million of the $350 million revolving credit
     facility outstanding as of May 2005); and

   * reduced flexibility under its bank covenants.  

Upon closing of the planned asset sales and application of
proceeds to debt reduction, Moody's expects the speculative grade
liquidity rating to improve.

Emmis Communications Corporation is headquartered in Indianapolis,
Indiana and is a diversified media company comprised of radio and
television stations and magazine publishing assets.


FEDERAL-MOGUL: Travelers Indemnity Objects to Michigan Settlement
-----------------------------------------------------------------
Travelers Indemnity Company and its affiliates objected to the
proposed settlement entered between Federal-Mogul Corporation and
its debtor-affiliates and the State of Michigan.

From 1972 through 1998, the Travelers Indemnity and certain
affiliates and Travelers Casualty and Surety Company formerly
known as The Aetna Casualty and Surety Company issued to Federal-
Mogul Corporation general liability insurance policies:

    a. primary insurance policies from 1972 through 1998;
    b. umbrella policies from 1972 through 1980; and
    c. excess insurance policies from 1986 through 1999

L. Jason Cornell, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, relates that each of the Travelers Policies provides
for the parties' contractual rights and obligations, including
various terms, conditions, exclusions, and self-insurance
mechanisms.

Although Travelers issued an environmental policy to Federal-
Mogul, that policy does not afford coverage for any claims
associated with certain identified environmental sites within
Michigan, Mr. Cornell informs the Court.  Additionally, Travelers
may have issued other policies but has been unable to locate
copies of those policies.  Travelers reserves all its rights
concerning lost, alleged, missing or incomplete policies.

Mr. Cornell notes that the State of Michigan seeks to compromise
$3.2 million of its allegedly secured claims as unsecured claims
for $2,290,265.  Aside from that, the Debtors intend to pursue
insurance coverage for costs associated with the environmental
sites.

"It is axiomatic that the liability of an insurer and the extent
of the loss under a policy of liability or indemnity insurance is
determined, measured, and limited by the terms of the insurance
contract," Mr. Cornell tells the Court.  "Nothing in the
Bankruptcy Code authorizes the rewriting of an insurance contract
entered into pre-petition.  To the contrary, it is well settled
that a debtor must take its contracts as it finds them," Mr.
Cornell points out.

Although the Settlement Agreement does not purport to impact or
affect Travelers' or the Debtors' rights or obligations under the
policies, Travelers reserves all of its rights under the
policies, including the determination of whether there is
coverage for any of the alleged claims resolved by the Settlement
Agreement.

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


FLORIDA HOUSING: Moody's Affirms Series 2000 D-2 Bonds' Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 underlying rating
on the Florida Housing Finance Corporation Housing Revenue Bonds
(Augustine Club, Plantations at Killearn & Woodlake at Killearn
Apartments) Senior Series 2000 D-1 and the Ba3 rating on the
Subordinate Series 2000 D-2 bonds.  The amount of debt affected is
approximately $35 million.  

The Senior bonds will continue to maintain a MBIA bond insurance
and carry MBIA's current financial strength rating of Aaa; the
Subordinate bonds are not insured by MBIA.  The outlook on the
ratings remains negative due to recent turnover in management.
This recent turnover represents the second time that the owner has
replaced management since the bonds were rated.  The bonds were
originally issued to finance the acquisition of three properties
located in Tallahassee, Florida with a total of 758 units.

The affirmation of the ratings is based on the review of the
projects' unaudited monthly operating statements for 12-month
period ending on June 30, 2005.  The monthly operating statements
show improvement in coverage from the 2004 audit due to an
increase in physical occupancy for the properties and management's
efforts to control expenses over that period of time.  While the
debt service coverage continues to be significantly lower than
what was projected in the transaction's original pro-forma
underwriting (1.40x for the Senior bonds and 1.25x for the
Subordinate bonds), it has shown improvement since December 22,
2004, when the bond ratings were downgraded.

Debt service coverage for fiscal year ending June 30, 2005, using
unaudited data, is calculated at 1.35x for the Senior bonds (an
increase from 1.10x for the 2004 fiscal year) and 1.15x for the
Subordinate bonds (an increase from 0.92x for the 2004 fiscal
year).  The subordinate debt service coverage ratios reflect the
inclusion of the MBIA annual insurance fee, while the senior bond
coverage calculations do not include this as an expense item.

During the period of time (2001 - 2002) when the properties were
under financial stress, the non-profit owner, The Community
Builders ensured (through its contributions to cover certain
property operating costs) that all semi-annual Senior and
Subordinate bonds debt service payments were made.  The program
currently holds Senior and Subordinate bond debt service reserve
funds that are fully funded at maximum annual debt service and
remain untapped to date.

Since downgrading the bonds to below investment grade in February
2002, Moody's have continued to review the properties performance
on a monthly basis, focusing on the physical and economic vacancy
levels at the three properties and its impact on aggregate net
operating income.  As of June 2005, the properties have a combined
physical vacancy level of 11.25%, which decreased from 12.5% as of
June 2004.  The combined economic vacancy level (which
incorporates the physical vacancy factor) as of June 2005 is
23.3%, which represents an increase from 15.2% as of June 2004 and
20.7% from June 2003.

In July 2004, American Management Services (also known as
Pinnacle) replaced Royal American as the current manager for the
three properties.  This is the second time that TCB has replaced
management for these properties since the bonds were issued.
Moody's will continue to monitor management's performance in
maintaining occupancy levels and managing expense levels at the
three properties.


FORD MOTOR: Moody's Lowers Senior Unsecured Debt Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Ford Motor
Company, senior unsecured to Ba1 from Baa3, and assigned a Ba1
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of Ford Motor Credit
Company, senior unsecured to Baa3 from Baa2, and short-term rating
to Prime-3 from Prime-2.  The rating outlook for both companies is
negative.

The downgrades reflect further erosion in the operating results
and cash flow generation of Ford in consideration of weakened
market share and continued challenges in addressing its
uncompetitive cost structure in North America.  These factors are
expected to result in a pretax loss from automotive operations for
2005.  Since improvement in the company's cost structure can only
be implemented over a period of time, financial performance is
expected to remain weak.

Ratings lowered:

   * Ford Motor Company and supported entities:

   * senior unsecured debt to Ba1 from Baa3;

   * trust preferred to Ba2 from Ba1;

   * shelf registration for senior unsecured debt to (P)Ba1 from
     (P)Baa3, and trust preferred to (P)Ba2 from (P)Ba1; and

   * VMIG-3 rating to SG.

Ford Motor Credit Company and supported entities:

   * senior unsecured debt to Baa3 from Baa2;

   * shelf registration for senior unsecured debt to (P)Baa3 from
     (P)Baa2, and subordinated debt to (P)Ba1 from (P)Baa3; and,

   * short-term rating to Prime-3 from Prime-2.

Ratings assigned:

Ford Motor Company:

   * corporate family rating, Ba1; and
   * speculative grade liquidity rating, SGL-1.

Ratings withdrawn:

Ford Motor Company:

   * preferred stock, Ba2

Moody's expects that Ford's automotive operations will consume
over $500 million of cash during 2005 following the payment of its
$700 million common dividend.  This is prior to a number of other
significant cash flow items that are not reflective of the
automotive operation's ongoing performance, including receipt of
dividends from Ford Credit, and proceeds from the Hertz
monetization, and does not consider cash outflows associated with
the Visteon restructuring, and contributions to the pension and
Voluntary Employees' Beneficiary Association.

The SGL-1 speculative grade liquidity rating reflects Moody's
expectation that the company's $22 billion cash and short-term
VEBA position (June 30, 2005), in combination with proceeds
realized from the Hertz monetization, will provide ample coverage
of all anticipated cash requirements.  The major requirements are
to fund the expected $500 million negative cash flow during 2005,
any further working capital requirements due to industry
conditions, approximately $1 billion of scheduled debt maturities
and other restructuring requirements.  This liquidity has provided
Ford with an essential cushion as it has attempted to reconfigure
its business model to accommodate the increasingly challenging
operating environment.

Ford's negative outlook recognizes that, in order to meet the
operational and competitive challenges it faces, and to achieve
the financial benchmarks necessary to support the Ba1 rating, the
company will have to successfully execute a number of strategic
initiatives.  These initiatives include continuing to reduce its
variable and fixed costs including the cost burden associated with
healthcare, stemming the loss of market share in the US through
successful launch of its new products, and laying the groundwork
to optimize its global manufacturing and supply footprint.  As the
company undertakes these initiatives, market factors beyond its
control (higher incentives, rising fuel prices, or an economic
slowdown in Europe or the US) could contribute to a more stressful
operating environment.  Any material erosion in Ford's liquidity
position would make its ratings more vulnerable to the pressures
that continue to confront its automotive operations.

The Ba1 rating anticipates that through 2006, Ford will:

   1) maintain US market share approximating 18.5%;

   2) achieve strong market acceptance and sustain healthy price
      realization for its new mid-size cars;

   3) exceed breakeven automotive profit before tax;

   4) generate automotive cash flow in excess of $500 million; and

   5) maintain gross liquidity (cash and short-term VEBA balances)
      at or above $20 billion.

Ford Credit, through its continued support for the wholesale and
retail financing requirements of Ford and through the dividend
payment to its parent ($4.4 billion during 2004), is also a
critical positive factor in Moody's assessment of the company.  
The Ba1 rating anticipates that during 2006 Ford's metrics,
including the Ford Credit dividend and using Moody's standard
adjustments, will approximate the following:

   * EBITA margin exceeding 2%; interest coverage of 2 times; and
   * free cash flow to net debt greater than 10%.

Factors that could stabilize Ford's rating outlook include a
rebuilding of the company's US market share through strong
consumer demand for its products and a material and sustainable
reduction in its cost structure.  Relief from healthcare costs
paid to active and retired hourly workers is imperative to achieve
necessary cost repositioning.

Factors that would contribute to downward pressure on Ford's Ba1
rating include:

   * continuing loss of market share in the US which could result
     from consumer movement away form trucks and SUVs;

   * a further escalation in price competition;

   * a material reduction in the dividend stream available from
     Ford Credit; or

   * an erosion of Ford's liquidity.

The potential impact of any future restructuring initiatives would
be evaluated in the context of the amount and timing of any cash
outflows, Ford's ability to maintain adequate liquidity after
providing the funding, and the likelihood that the anticipated
benefits would be achieved in a reasonable timeframe.

The downgrade of Ford Credit's ratings reflects concerns that
exist at the parent level.  Ford Credit's volumes, asset quality,
and earnings are influenced by Ford's product and marketing
decisions, which are currently under pressure to yield more
favorable results, as well as by its own origination and servicing
strategies.  Recent quarters have demonstrated the virtue of Ford
Credit's decision to strengthen its underwriting, as credit losses
have trended to historically low levels, propelling higher
earnings.  Offsetting this, Ford Credit's base of earning assets
has declined on lower origination levels which, combined with
higher cost of funds, has subdued results.  This is a trend likely
to be sustained in future periods; however, in such circumstances,
portfolio liquidations are expected to continue to generate
significant cash flow, mitigating liquidity stresses associated
with declining access to traditional unsecured funding sources and
enabling a relatively high dividend payout to parent Ford.

Though most of Ford Credit's earning assets are securitizable,
certain of the company's assets, particularly those that are more
highly correlated with parent-level factors such as retail leases
and dealer finance receivables, are less readily securitized and
have traditionally been funded with unsecured debt.  Declining
access to unsecured debt may become a limiting factor to the
company's scale in future periods.  Nevertheless, Moody's expects
Ford Credit will maintain the necessary flexibility to manage
foreseeable near-term liquidity stresses and, in addition, will be
disciplined regarding maintaining acceptable capital levels.
Leverage measures that increase from current levels could impair
the company's financial flexibility and result in negative ratings
pressure.

Ford Credit's one-notch differential from Ford's rating is based
on Moody's view that, in a default scenario, Ford Credit's assets
would likely provide superior asset recovery to unsecured
creditors compared to the assets of Ford.  Moody's believes that
Ford and Ford Credit are mutually motivated to preserve Ford
Credit's franchise value, by maintaining the corporate
separateness of its various functions, controls, and leadership,
thereby offering some protection of its assets from potential
substantive consolidation in a bankruptcy filing by Ford.  Any
change in Moody's view regarding the magnitude of the notching
differential would likely relate to actions Ford might pursue to
decrease Ford Credit's probability of default, by modifying
ownership or governance structures.  The potential for additional
notching is probably limited to one notch, due to the significant
ties between the companies.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's second largest automobile manufacturer.  Ford Motor Credit
Company, also headquartered in Dearborn, Michigan, is the world's
largest auto finance company.


GARDEN RIDGE: Asks Court to Extend Admin. Claims Objection Period
-----------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
Oct. 31, 2005, the time within which they can object to
administrative expense claims.

The Debtors asks for the extension so they can have sufficient
time to reconcile the remaining complex administrative claims and
file objections to unresolved disputed claims.  The remaining
unresolved administrative claims include traditional trade vendor,
reclamation, post-petition rent and real property tax claims.

The Debtors tell the Bankruptcy Court that they have paid all
administrative claims for which no discrepancies exist between
their records and the submitted proofs of claim.  They anticipate
completing the administrative claims review process by Oct. 31.

The Honorable Randolph Baxter will convene a hearing at 9:00 a.m.
on Friday, Aug. 26, 2005, to discuss the requested extension.

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


GENERAL CABLE: S&P Affirms Single-B Senior Unsecured Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised it outlook on Highland
Heights, Kentucky-based General Cable Corp. to stable from
negative, and affirmed the 'B+' corporate credit rating, 'BB'
secured bank loan rating, and 'B' senior unsecured debt rating.
The revised outlook reflects improved financial leverage metrics
stemming from strengthened profitability.  As a result, General
Cable's financial leverage metrics, as measured on an adjusted
total debt to EBITDA basis, are now more consistent with its
overall rating, adding to the company's financial flexibility.
      
"The ratings on Cable Corp. reflect a cyclical operating profile
and still somewhat high levels of financial leverage," said
Standard & Poor's credit analyst Joshua Davis.  These factors
partly are offset by the company's leading market positions and
diversity in markets served.  General Cable is a leading global
supplier in the estimated $68 billion wire and cable market,
supplying power utilities for the electrical grid, industrial and
specialty markets, and the telecom market, including land-line
telephone and computer data networks.
     
The company is subject to relatively low and somewhat volatile
profitability because of the commodity nature of product,
fluctuations in market demand, and sometimes unfavorable changes
in product pricing and input costs.  General Cable's power cable
business--about one-third of its total revenues and having a
substantial market position in North America--generates the
highest profitability, with EBITDA margins in the mid- to high-
single digits.  The telecom and industrial segments, however, are
less profitable, and are subject to:

   * periodic and prolonged weaknesses in IT spending;

   * capital spending by the regional Bell operating companies;
     and

   * fluctuations in general industrial production.


GENERAL MOTORS: Moody's Lowers Senior Unsecured Debt Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of General Motors
Corporation senior unsecured debt to Ba2 from Baa3, and its short-
term rating to Not Prime from Prime-3, and assigned a Ba2
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of General Motors
Acceptance Corporation senior unsecured debt to Ba1 from Baa2, and
short-term rating to Not-Prime from Prime-2.  The rating outlook
for both companies is negative.

The downgrades reflect continuing operating losses in GM's North
American automotive operations as well as challenges in
restructuring the company to achieve a viable long-term
competitive position as a leading global automaker.  In Moody's
view, a successful restructuring must address the company's high
fixed cost burden associated with hourly employee healthcare costs
and excess capacity, repositioning GM's product offerings in order
to curtail the need for large sales incentives, and additional
actions needed to address the competitive weakness of its US
supply base, including Delphi Corporation.

Ratings lowered include:

General Motors Corporation and supported entities:

   * senior unsecured debt to Ba2 form Baa3;

   * shelf registration of senior unsecured debt to (P)Ba2 from
     (P)Baa3;

   * subordinated debt to (P)Ba3 from (P)Ba1;

   * junior subordinated debt to (P)Ba3 from (P)Ba1;

   * preferred to (P)B1 from (P)Ba2;

   * VMIG-3 rating to S.G.; and

   * short-term rating to Not-Prime from Prime-3.

General Motors Acceptance Corporation and supported entities:

   * senior unsecured debt to Ba1 from Baa2;
   * senior unsecured shelf to (P)Ba1 from (P)Baa2; and
   * short-term rating to Not-Prime from Prime-3.

Ratings assigned:

General Motors Corporation:

   * corporate family rating, Ba2; and
   * speculative grade liquidity rating, SGL-1.

Moody's estimates that GM's total automotive operating cash flow
for 2005 will be in the area of a negative $3 billon.  A portion
of this negative cash flow relates to a reduction in trade
payables in connection with the company's decision to reduce
excess inventories as well as unabsorbed fixed charges as
production was ramped down.  This type of reduction should not
recur during 2006.

GM is attempting to address the challenges it is facing through
the implementation of a North American recovery plan.  This plan
includes reducing employment by more than 25,000 during the 2005
to 2008 period, and reinvigoration of product offerings requiring
increased reinvestment.  The most critical element of the recovery
plan is GM's effort to negotiate significant reductions in
healthcare costs with the United Auto Workers union as GM's large
retiree base places the company at a significant competitive cost
disadvantage relative to other auto manufacturers.

GM is also contending with the financial and operating
difficulties of key components suppliers, including Delphi
Corporation.  Risks to GM include cash contributions and other
economic considerations necessary to enable Delphi to achieve a
financial restructuring.  Also GM might face operational
disruption as a result of a Delphi bankruptcy filing as well as
the prospect of having to provide pension and healthcare benefits
to certain Delphi employees and retirees under the terms of the
agreement reached at the time of the Delphi spin-off.

The SGL-1 speculative grade liquidity rating reflects Moody's
expectation that GM's $20 billion cash and short-term VEBA
position (June 30, 2005) will provide adequate coverage of cash
requirements during the next twelve months.  These include the
possibility of the negative cash flow the company will likely
experience during the remainder of 2005 and early 2006, and
approximately $1 billion in maturities of long-term and short-term
debt.

The negative outlook reflects the potential for the rating to be
further lowered should GM fail to successfully implement its North
American recovery plan -- including achieving healthcare cost
relief with the UAW and reducing headcount.  GM's liquidity
provides an important cushion as the company attempts to
restructure its operations.  Any material erosion in GM's
liquidity position would make its rating more vulnerable to the
pressures that continue to confront its automotive operations.

The Ba2 rating anticipates that GM will:

   1) maintain US market share of approximately 25%;

   2) achieve strong market acceptance and sustain healthy price
      realization for new products including the T900 light truck
      and SUV series;

   3) earn automotive pretax profit in excess of $500 million
      for 2006;

   4) generate at least breakeven automotive operating cash flow
      before pension, VEBA, GMAC dividends; and

   5) maintain gross liquidity (cash and short-term VEBA balances)
      at or above $20 billion.

GMAC, through its continued support for the wholesale and retail
financing requirements of GM and through the dividend payment to
its parent ($1.5 billion during 2004), is also an important
support element in Moody's assessment of GM.  The Ba2 rating for
GM anticipates that during 2006 GM's metrics, including GMAC's
dividend and using Moody's standard adjustments, will approximate
the following:

   * EBITA margin exceeding 2%;
   * interest coverage of 1.5 times; and
   * free cash flow to debt in the mid-single digits range.

Factors that could stabilize GM's rating outlook include a return
to sustained profitability and free cash flow generation,
particularly in its North American operations. This requires
successful implementation of its North American recovery plan,
including achieving meaningful healthcare cost relief from the
UAW.  Moreover, the company will need to stem any further erosion
of its competitive market position through product enhancements
that sustain market share without the need for significant sales
incentives.

Factors that could contribute to pressure on the Ba2 rating
include:

   1) US market share falling below 25%;

   2) reduced levels of dividends from GMAC;

   3) failing to maintain balance sheet liquidity of about $20
      billion; and

   4) material negative variance from the credit metrics cited
      above.

Moody's is maintaining a one rating notch differential between the
GMAC and GM long-term ratings.  In Moody's view, loss severity for
GMAC's creditors would be meaningfully lower than for GM's
creditors were the two companies to default on their debt
obligations. Moody's believes any potential for increasing the
notching distinction relates to widening the difference in
probability of default between the two firms.  Changing ownership
and governance structures could lead to greater notching, though
given the significant GM-related concentrations, the potential is
probably limited to one additional notch.

Moody's downgrade of GMAC's ratings reflects issues at the GM
level that could affect GMAC's condition and performance.  For
example, Moody's believes that the potential for sustained demand
weakness and high sales incentives for GM's autos could ultimately
lead to softer residual values, thereby negatively impacting
GMAC's credit loss and lease residual realization statistics.
Also, though not presently a concern, the quality of dealer
finance receivables could be compromised should sales deteriorate
to lower levels, pressuring the financial condition of the dealer
base.  However, in light of the mutual benefits GM and GMAC derive
from their association, measured in repeat sales and origination
volumes and profit distributions, Moody's believes GM is committed
to preserving GMAC's strong franchise value.  The rating agency
therefore does not expect the company to vary from its historical
commitment to quality underwriting and risk management practices.

A key intermediate term rating issue for GMAC is its liquidity
management.  GMAC has demonstrated a forward-thinking approach to
managing funding and liquidity challenges, but this task has
become more difficult as access to the unsecured markets has
declined, leaving fewer financing alternatives for GMAC's less-
liquid assets.  Funding constraints may define the scale and scope
of GMAC's operations should alternative funding sources not become
more readily available.  Given these issues, maintaining
flexibility via an adequate capital cushion is of high importance
in Moody's view; deviation from the current trend of moderating
leverage would reflect negatively on GMAC's intrinsic credit
profile.

Results in GMAC's core auto finance operations are under pressure
due to a shrinking asset base and higher borrowing costs.  But
strong cash flow from portfolio runoff and sizeable cash balances
should mitigate near term liquidity pressures, affording the
company some time to address funding challenges.  GMAC's mortgage
and insurance units have performed admirably, though dwindling
refinance volumes associated with stabilizing mortgage rates could
result in a reversal of earnings momentum.  Cost management will
be a key to sustaining profitability metrics as the company deals
with the consequences of moderating earning asset levels and
higher cost of funds.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.


GMAC COMMERCIAL: Fitch Holds Low-B Rating on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.,
series 2003-C2:

     -- $560.5 million class A-1 at 'AAA';
     -- $471.6 million class A-2 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $40.3 million class B at 'AA';
     -- $16.1 million class C at 'AA-';
     -- $30.7 million class D at 'A';
     -- $16.1 million class E at 'A-';
     -- $21.0 million class F at 'BBB+';
     -- $11.3 million class G at 'BBB';
     -- $16.1 million class H at 'BBB-';
     -- $21.0 million class J at 'BB+';
     -- $8.1 million class K at 'BB';
     -- $8.1 million class L at 'BB-';
     -- $9.7 million class M at 'B+';
     -- $4.8 million class N at 'B';
     -- $4.8 million class O at 'B-'.

Fitch does not rate $21.0 million class P certificates.

The affirmations reflect the stable pool performance and the
minimal paydown since issuance.  As of the August 2005
distribution date, the pool's aggregate principal balance has been
reduced 2.3% to $1.26 billion from $1.29 billion at issuance.  
Currently, no loans are delinquent or being specially serviced.

Fitch reviewed credit assessments of John Hancock Tower (6.0%),
DDR Portfolio (3.8%), and Boulevard Mall (3.7%) loans.  Each
maintains investment-grade credit assessments.  The DSCR for the
loans are calculated using the borrower-reported net operating
income and a stressed debt service based on the current loan
balance and a hypothetical mortgage constant.

John Hancock Tower is secured by a 60-story class A office
building containing approximately 1.7 million square feet and an
adjacent 1,988-space parking garage located in Boston, MA.  The
$360 million whole loan is divided into to a $320.0 million A note
and a $40.0 million B note.  The A note is divided into three pari
passu notes, with only a $75 million A-3 note serving as
collateral in the subject transaction.  The loan is a five-year
fixed-rate interest only loan.  Occupancy as of March 2005 was
98%, unchanged since issuance.  The DSCR as of year-end 2004 was
1.51 times (x) compared with 1.55x at issuance.

The DDR Portfolio loan is secured by 10 anchored retail properties
totaling 2.9 million sf located in eight states.  There are three
pari passu notes A-1, A-2, and A-3 with the $47.4 million A-1
piece included in the trust.  The YE 2004 Fitch-stressed DSCR has
slightly increased to 1.55x compared with 1.50x at issuance.  As
of YE 2004, property occupancy was 95%.

The third largest loan, Boulevard Mall is secured by a 1.2 million
sf regional mall in Las Vegas, NV, of which 587,170 sf represents
collateral.  The A note has been divided into two pari passu notes
A-2 ($47.8 million) in this trust and A-1, which is securitized in
GE 2003-C2.  The 21.8 million B note is also in GE 2003-C2.  The
YE 2004 DSCR, for the A note only, was 1.64x, compared with 1.74x
at issuance.  The occupancy was 97% as of YE 2004, up from 93% at
issuance.

Fitch is concerned with the decline in performance of the second
largest loan in the pool, the Fashion Outlet of Las Vegas (4.7%).
The YE 2004 DSCR declined to 0.9x from 1.40x at issuance due to a
decline in occupancy and concessions to tenants.  The property is
now 91% occupied, and performance is expected to improve.


GRAY TELEVISION: Moody's Affirms Ba2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Gray Television,
Inc., including its Ba2 corporate family rating, following the
company's announcement that it intends to acquire a television
station in Charleston-Huntington, West Virginia from Emmis
Communications Corporation for $186 million.  The rating outlook
is now negative.

The negative outlook reflects Moody's expectation that leverage
will increase as Gray uses debt to finance the proposed
acquisition and the uncertainty regarding the final capital
structure.

The corporate family rating continues to reflect Gray's dominant
position within its markets (23 of its 31 stations rank #1 in its
news markets) with stations that continue to capture an increasing
share of revenues in their regions.  The ratings also incorporate
management's track record for integrating stations that result in
above average operating margins.  The ratings will remain
constrained by Gray's willingness to return capital to
shareholders, debt finance acquisitions as well as the increasing
business risk associated with the broadcast television industry
with declining audiences and diversification of advertising spend
over a growing number of mediums (e.g. Internet, satellite radio
and outdoor).

Moody's has affirmed these ratings:

   1) Ba1 ratings on its $400 million of senior secured credit
      facilities;

   2) Ba3 ratings on its $258.5 million of senior subordinated
      notes due 2011; and

   3) the company's Ba2 corporate family rating.

The rating outlook is negative.

Gray Television, Inc. is headquartered in Atlanta, Georgia and
operates 32 television stations.


HEARTLAND TECHNOLOGY: Court Confirms Amended Liquidation Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Heartland Technology Inc. and its debtor-affiliates'
Amended Disclosure Statement and approved their Amended Plan of
Liquidation on Aug. 23, 2005, The Deal reports.

                        Terms of the Plan

The Liquidating Plan contemplates the liquidation or other
dispositions of the Debtors' assets.

The Plan provides for a comprehensive settlement of all issues
between the Debtors, Heartland Partners and CMC Heartland
Partners.  

The Plan provides for the transfer of the Debtors' assets on the
effective date of the Plan to a liquidating trust to be
administered by a liquidating trustee.  The Liquidating Trustee
will liquidate any remaining assets of the Debtors including
causes of action, administer claims, and make distributions on
account of allowed claims.

Heartland Partners will recover 0.14% to 36.7% of its $26 million
claim, pursuant to the settlement inked between the Debtors and
Heartland.  

Holders of general unsecured claims against Heartland Technology
will get 6.2% to 7.4% of their $7 million claims.

Holders of general unsecured claims against Solder Station One
Inc. will get 2.1% of their $2.69 million claims.

Holders of general unsecured claims against:

      * HTI PG,
      * Design Electronics Inc.,
      * HTI Z Corp., and
      * Zecal Technology LLC units,

will get 0.6% to 4.9% of their $1.8 million claims.

Intercompany claims and equity interests will be cancelled.

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

  http://www.ResearchArchives.com/bin/download?id=050824032015

Headquartered in Chicago, Illinois, Heartland Technology Inc., fka
Milwaukee Land Company, acquired and managed land used in the
railroad operations.  The Company and its affiliates filed for
chapter 11 protection on June 15, 2005 (Bankr. N.D. Ill. Case No.
05-23747).  Geoffrey S. Goodman, Esq., at Foley & Lardner LLP
represents the Debtors in their liquidation efforts.  When the
Debtors filed for protection from their creditors, they estimated
between $10,000,000 in total assets and $34,000,000 in total
debts.


HEXION SPECIALTY: Posts $57 Million Net Loss in Second Quarter
--------------------------------------------------------------
Hexion Specialty Chemicals, Inc. reported financial results for
the second quarter period ended June 30 and filed its Form 10-Q
quarterly report with the Securities & Exchange Commission.

The Company had total sales of $1.2 billion for the quarter ended
June 30, 2005, an increase of 16% over sales on a pro forma basis
for the previous year's period.  The Company's operating income
was $51 million for the second quarter.  The Company had a net
loss of $57 million, which includes a negative impact of $71
million from costs associated with the formation of the company as
well as a loss from discontinued operations.

"We achieved strong performance during the quarter across most
market segments," said Craig O. Morrison, chairman and chief
executive officer for Hexion.  "We are focused on serving our
customers while we integrate our operations to capitalize on the
synergies that exist among our legacy companies.  Teams are hard
at work to capture savings in the areas of operations, raw
materials purchasing and corporate infrastructure.  We believe
that actions we plan to take by year end will enable us to achieve
our previously announced estimate of $75 million in synergies by
the end of 2006."

The negative impact of $71 million to net income for the quarter
includes:

    * $22 million in costs associated with the merger of Borden
      Chemical, RPP and RSM;

    * a $17 million write-off of deferred costs related to
      replacement of the RSM, RPP and Borden Chemical credit
      facilities and refinancing of debt associated with the
      Bakelite acquisition;

    * $8 million of stock compensation costs related to changes to
      option plans in connection with the merger; and

    * a net $10 million loss related to the settlement of
      litigation associated with discontinued operations.

In addition, the company recognized $14 million in foreign taxes
related to a settlement of a long-term inter-company note.

For the six-month period ended June 30, Hexion Specialty Chemicals
posted total sales of $2.2 billion, up 25 percent over sales on a
pro forma basis for the previous year's period.  Operating income
was $111 million, and the company incurred a net loss of $67
million.  The net loss included:

    * transaction-related costs of $29 million,

    * the $17 million write-off of deferred financing costs,

    * the $10 million loss from discontinued operations,

    * the $8 million of stock compensation costs, and

    * the $14 million foreign tax charge.

The reported results reflect the combined results of the companies
that recently merged to form Hexion Specialty Chemicals: Borden
Chemical, Inc., Resolution Performance Products, LLC (RPP),
Resolution Specialty Materials, LLC (RSM), and Bakelite AG.  
Borden Chemical acquired Bakelite on April 29, 2005 and merged
with RPP and RSM on May 31, 2005 to form Hexion Specialty
Chemicals.  The results reported for the quarter and for six
months contain Bakelite results only from the date of its
acquisition, but full period results from the other three
companies, which were owned by affiliates of Apollo Management,
L.P. prior to the merger.

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://hexionchem.com/-- combines the former Borden Chemical,  
Bakelite, Resolution Performance Products and Resolution Specialty
Materials companies into the global leader in thermoset resins.  
With 86 manufacturing and distribution facilities in 18 countries,
Hexion serves the global wood and industrial markets through a
broad range of thermoset technologies, specialty products and
technical support for customers in a diverse range of applications
and industries. Hexion Specialty Chemicals is owned by an
affiliate of Apollo Management, L.P.

                         *     *     *

As reported in the Troubled Company Reporter on May 09, 2005,
Moody's Investors Service assigned a B1 rating to Hexion Specialty
Chemicals Inc.'s new $675 million guaranteed senior secured credit
facilities ($275 million revolver due 2010 & $400 million term
loan due 2011), a Caa3 rating to its $350 million preferred stock,
and a speculative grade liquidity rating of SGL-2.  These ratings
have been assigned to Borden Chemicals Inc. until the effective
date of the planned merger.  

Additionally, Moody's affirmed the existing debt ratings of Borden
Chemicals Inc. and Resolution Performance Products LLC.  These
actions follow the announcement last week that Apollo Management
Inc. plans to merge its wholly-owned chemical businesses --
Borden, Resolution Performance Products LLC and Resolution
Specialty Materials LLC -- to create Hexion.  

As part of the merger, Hexion shareholders will receive an
extraordinary dividend of $550 million.  The outlook has been
returned to negative from developing.  However, if Hexion
completes its initial public offering as currently contemplated,
Moody's would change the outlook to stable.  Moody's has also
withdrawn the senior issuer ratings for Borden and Resolution
Performance Products LLC and will withdraw the ratings on their
existing credit facilities, once the new facility at Hexion is
funded.

Ratings assigned are:

Hexion Specialty Chemicals Inc. (Currently Borden Chemicals, Inc.)

   -- $275 million guaranteed senior secured revolving credit
      facility due 2001 at B1

   -- $400 million guaranteed senior secured term loan due 2011
      at B1

   -- $350 million preferred stock at Caa3

Ratings affirmed are:

Borden Chemicals Inc.

   -- Guaranteed senior secured credit facility at B1
   -- Guaranteed 2nd priority senior secured notes at B3
   -- Senior unsecured notes and debentures at Caa1

Resolution Performance Products LLC

   -- Guaranteed senior secured credit facility at B1
   -- 8% guaranteed senior secured notes at B2
   -- 9.5% guaranteed senior secured notes at B3
   -- Senior subordinated notes at Caa2


HOLLINGER INT'L: U.S. Prosecutors Indict Ravelston & Ex-Officers
----------------------------------------------------------------
F. David Radler, the former publisher of the Chicago Sun-Times;
Mark S. Kipnis, the top in-house lawyer for Hollinger
International; and The Ravelston Corporation Limited, a privately-
held Canadian company that controlled Hollinger's global
publishing empire, were indicted last week on federal fraud
charges for allegedly fraudulently diverting from the U.S.-based
Hollinger newspaper holding company more than $32 million through
a complex series of selfdealing transactions.

A seven-count indictment returned by a federal grand jury in
Chicago alleges that the individual and corporate defendants
cheated public shareholders in the U.S. and Canada, as well as
Canadian tax authorities of tax revenue, announced Patrick J.
Fitzgerald, United States Attorney for the Northern District of
Illinois.  The defendants allegedly engaged in a series of secret
transactions, in connection with selling various newspaper
publishing groups in the United States, that were designed to
enrich certain corporate officers by funneling payments disguised
as non-competition fees to a company they controlled, as well as
to themselves individually, at the expense of Hollinger's public
shareholders and corporate assets.

The transactions involved Hollinger International, Inc.
("International"), a U.S. holding company based in Chicago that is
publicly traded on the New York Stock Exchange, and Hollinger
Inc. ("Inc."), a Canadian holding company based in Toronto that is
publicly traded on the Toronto Stock Exchange. Through various
operating subsidiaries, International owned and published
newspapers around the world, including the Chicago Sun-Times, The
Daily Telegraph in London, and the Jerusalem Post in Israel, and
numerous community newspapers in the United States and Canada.
Inc.'s primary asset was its controlling interest in
International.  Although Inc. held less than a majority of
International's equity, it controlled a majority of
International's stock voting power through heavily-weighted Class
B common stock that had 10-1 voting preference over the Class A
common stock held by International's public shareholders.

The defendants are:

   * F. David Radler, 63, of Vancouver, B.C., a Canadian citizen
     and former publisher of the Chicago Sun-Times. Radler,
     through FDR Ltd., owned approximately 14.2 percent of co-
     defendant Ravelston Corporation Limited ("Ravelston"), of
     which he was president. Radler was also the Deputy Chairman
     of the Board of Directors, the President and the Chief
     Operating Officer of both International and Inc. At
     International, Radler's principal duties were managing the
     newspaper operations of the company in the United States and
     parts of Canada. On those occasions when International or its
     subsidiaries bought or sold newspapers, Radler often was
     involved in negotiating the business terms of those
     transactions;

   * Mark S. Kipnis, 58, of Northbrook, Ill., an attorney
     specializing in transactional law since 1974, was Vice
     President, Corporate Counsel, effectively International's top
     in-house counsel; and

   * The Ravelston Corporation Limited, a Canadian company based
     in Toronto and which is now in Canadian bankruptcy
     proceedings. Ravelston was a privately-held company with 98.5
     percent of its equity owned by officers and directors of
     International and Inc. Ravelston's controlling shareholder,
     who controlled its affairs, was also the Chairman and Chief
     Executive Officer of International and Inc. Ravelston's
     principal asset was its controlling interest in Inc.,
     which it held directly and through various subsidiaries, and
     which at all relevant times exceeded 70 percent of Inc.'s
     equity. Thus, Ravelston was a controlling shareholder of
     International through its controlling interest in Inc.
     
All three defendants were charged with five counts of mail fraud
and two counts of wire fraud. All three will be arraigned in U.S.
District Court at a later date.  

Radler, through his attorney, authorized the government to
disclose that he is cooperating with the investigation and expects
to enter a plea of guilty at a later date.

Mr. Fitzgerald, a member of the President's Corporate Fraud Task
Force, announced the charges together with Robert D. Grant,
Special Agent-in-Charge of the Chicago Office of the Federal
Bureau of Investigation; Kenneth T. Laag, Inspector-in-Charge of
the U.S. Postal Inspection Service in Chicago; and Byram W.
Tichenor, Special Agent-in-Charge of the Internal Revenue
Service Criminal Investigation Division in Chicago.  The Corporate
Fraud Task Force was created by President Bush in July 2002 to
oversee and direct federal law enforcement actions against fraud
and corruption at American corporations.

"The investing public has a right to expect that officers and
directors of publicly traded companies are managing, not stealing,
the shareholder's money," Mr. Fitzgerald said. "And they have a
right to expect that payments to insiders are being reviewed, not
hidden from their view.  Sadly, today's indictment charges that
the insiders at Hollinger -- whose job it was to safeguard the
shareholders - made it their job to steal and conceal."

Special Agent in Charge Grant added, "To put in simply, the
charges announced today are an example of corporate officers
conspiring to defraud their shareholders by outright theft."
The indictment alleges that Ravelston and its agents, including
Radler and others, repeatedly abused their authority as managers
of International to fraudulently benefit themselves at the expense
of International and its public shareholders. On multiple
occasions, Ravelston's agents fraudulently caused themselves and
Inc. to become recipients of millions of dollars of non-
competition fees -- which were moneys paid by companies purchasing
newspapers from International ostensibly to ensure that the
sellers did not subsequently operate a rival newspaper -- that
should have and otherwise would have been paid to, and remained an
asset of International. Ravelston and its agents failed to
disclose these so-called "related party transactions" -- or
business deals involving company insiders -- to International's
Audit Committee consisting of three independent directors, which
enabled Ravelston and its agents to conceal the scheme, continue
as International's managers, and execute future thefts.

Defendants and other of Ravelston's agents also allegedly abused
their positions as International's managers by causing
International to pay bonuses and then fraudulently
mischaracterizing the bonus payments to themselves as non-
competition fees in order to defraud Canadian tax authorities.
Kipnis, who was responsible for various corporate duties,
allegedly aided and abetted the scheme by implementing the
directives of Ravelston's agents and by failing to disclose this
misconduct to International's Audit Committee. As a result, the
defendants and their co-schemers fraudulently diverted more than
$32 million from International, and fraudulently deprived
International of its right to receive honest services from its
controlling shareholders, its officers, its directors, and its
attorneys.

Between at least January 1999 and May 2001, the defendants
allegedly defrauded International and its shareholders in
connection with six separate sales by International and its
subsidiaries of community newspapers and a trade publication.
These transactions were as follows:

   * American Trucker, sold for $75 million in May 1998;

   * Community Newspaper Holdings Inc. (CNHI I), sold for $472
     million, Feb. 1, 1999;

   * Horizon Publications Inc., owned by Radler, Kipnis and other
     International executives, sold for $43.7 million, March 31,
     1999;

   * Forum Communications Inc., sold for $14 million, Sept. 30,
     2000;

   * PMG Acquisition Corp., sold for $59 million, Oct. 2, 2000;
     and

   * Newspaper Holdings Inc. (CNHI II), a subsidiary of CNHI I,
     sold for $90 million, Nov. 1, 2000.

Radler supervised negotiating the business terms of each of the
transactions, and Kipnis participated in the documentation and
closing of each deal, according to the indictment. The closing
documents for each sale included a non-competition agreement
signed by International, promising the purchaser that
International would not acquire or establish a newspaper within a
certain geographic distance from the publications it sold for a
certain period of time after the sale. It was not unusual for
newspaper transactions to include such agreements by the seller
because purchasers are buying the newspaper's trade name, its
subscriber and advertiser bases and often demand the seller's
agreement not to operate a rival newspaper. It is also not unusual
for commercial and tax purposes for the buyer and seller to
allocate a portion of the sales proceeds as compensation for the
seller's non-competition agreement. Radler and Kipnis both owed a
duty to International to maximize International's share of the
proceeds allocated to non-competition agreements. If they or
any other controlling shareholder, officer or director of
International received a portion of the noncompetition
proceeds, Radler, Kipnis and any other person owing such a duty
was obligated to disclose the information to International's Audit
Committee so that independent directors could review the
transaction and determine its fairness to International.

The indictment further provides that in 1996, a Canadian tax court
held that noncompetition fees were not taxable under Canadian tax
law, and a higher court upheld this decision in December 1999. One
of Ravelston's principals, who was also an officer of both
International and Inc., was extremely knowledgeable about tax law.
These court decisions created a potential tax benefit for Canadian
taxpayers who legitimately received non-competition payments, and
several officers of International, including Radler, were Canadian
taxpayers.  

According to the indictment, the closing documents for the
American Trucker sale provided that International would sign a
non-competition agreement and that $2 million of the sale
proceeds would be paid to International in exchange for its
promise not to compete. Radler signed the purchase and non-
competition agreements on behalf of International. In January
1999, Ravelston's agents, including Radler, decided that
International would pay this $2 million to Inc., essentially
stealing it from International's corporate assets. Kipnis helped
implement this decision by signing the $2 million check that
International issued and sent to Inc. around Feb. 1, 1999. By
failing to disclose this related-party payment to International's
Audit Committee, Radler, Kipnis and Ravelston allegedly
fraudulently deprived International and its shareholders of honest
services by all of the International agents who were involved.
Ravelston, in turn, benefitted from the alleged theft because it
owned a greater percentage of Inc. than it did of International.

Similarly, the indictment alleges the following in connection with
each of the other sales:

   * CNHI I -- $50 million of the sale proceeds was allocated to
     International for its promise not to compete. In January
     1999, Ravelston's agents, including Radler, decided that Inc.
     would be inserted in the agreement and would receive $12
     million of the $50 million. Kipnis helped implement this
     decision by convincing CNHI to agree to the change and
     causing $12 million to be wired to Inc. at the closing. In
     February 1999, Ravelston's agents caused Inc. to use the $14
     million that it received from the American Trucker and CNHI I
     sales to make a payment on a debt that Inc. owed to
     International. In effect, the indictment alleges that the
     defendants caused the non-compete moneys which should have
     become a corporate asset of International to be "round-
     tripped"; that is, they fraudulently caused International to
     unknowingly repay itself a significant portion of an overdue
     debt that Inc. owed to International.

   * The "Template" -- in January 1999, Ravelston's agents,
     including Radler, decided that Inc. would be inserted as a
     non-compete promisor and would receive 25 percent of the
     proceeds allocated to the non-competition agreement from all
     future sales of International's U.S. community newspapers.
     This decision, of which Kipnis was aware and helped
     implement, was known to the co-schemers as the "template."  
     The indictment alleges that the initiation of the template in
     all future transactions would have the effect of siphoning
     off 25 percent of any proceeds allocated to International's
     non-competition agreement regardless of whether the buyer
     requested or valued Inc.'s agreement not to compete.

This and the subsequent fraudulent reapportionments of millions of
dollars in noncompetition payments from International to Inc. was,
the indictment charges, a method of significantly benefitting the
controlling shareholders in Ravelston, including Radler. Thus,
despite having only a minority ownership in International,
Ravelston's controlling shareholders were able to maintain voting
control over International through Inc.'s ownership of
International's "supervoting" Class B Common Stock. The result of
International's ownership structure was that every $100
transferred out of International and into Inc. would effectively
"cost" Ravelston's controlling shareholders $19, but give them $62
as Inc.'s controlling shareholders, thereby tripling their funds
at the direct expense of International's non-controlling
shareholders. Similarly, every $100 that was transferred out of
International and into Ravelston again would cost Ravelston's
controlling shareholders $19, but give them $79. As for funds
transferred out of International directly to Ravelston's
controlling shareholders, they would receive the full amount of
the funds, forgoing their 19 percent equity stake in
International. Thus, the controlling shareholders of Ravelston
were in a position to exert both their management positions and
voting control at International to transfer money to themselves,
and away from International's non-controlling and public
shareholders, at a very low cost given their minority equity stake
in International.

   * Horizon -- International's sale of Horizon was not an arms-
     length transaction because Horizon was owned by Radler and
     other Ravelston agents, who decided that pursuant to the
     template, Inc. would receive $1.2 million of the $5 million
     allocated to the non-competition agreement; leaving $3.8
     million with International. As alleged in the indictment, the
     defendants effectively negotiated an agreement with
     themselves (Inc.), not to compete against themselves
     (Horizon), resulting in their paying themselves approximately
     $1.2 million;

   * Forum, Paxton and CNHI II -- in the summer of 2000, four of
     International's officers, including Radler, decided to insert
     themselves as individual non-compete promisors in the sales,
     thus receiving a portion of the proceeds personally and
     defrauding the tax authorities in Canada. Following the
     template, Kipnis offered both International and Inc. as non-
     competitors and proposed splitting the non-competition
     compensation 75 percent to International and 25 percent to
     Inc., without any request to do so from the buyers. At the
     closings, Kipnis caused $100,000 and $500,000, respectively,
     to be wired to Inc.. Although no individual signed any non-
     competition agreement, on April 6, 2001, Radler, Kipnis and
     their co-schemers caused a subsidiary of International to pay
     a total of $600,000 to themselves and two other International
     officers;

   * CNHI II -- Following the template, defendants caused Inc. to
     be fraudulently inserted as a non-compete promisor without
     any demand from the buyer, and $750,000 of the $3 million
     allocated to the non-competition agreement was wired to Inc.
     In addition, four International officers, including Radler
     and Kipnis, fraudulently implemented a plan to pay individual
     non-competition fees. Just prior to the closing, the four
     International officers decided that they would be paid a
     total of $9.5 million that should otherwise have been paid to
     International. Kipnis implemented this decision by convincing
     the buyer to allow the four individuals to be added as
     promisors to the non-competition agreement. The indictment
     alleges that it was immaterial to the buyer if the number of
     promisors was modified since doing so did not increase the
     purchase price. Kipnis signed the non-competition agreement
     on behalf of the four individuals, and at the closing
     attempted to convince the buyer to wire the $9.5 million
     directly to the four individuals. The buyer refused, in part,
     because the buyer had never heard of some of the individuals.
     Kipnis arranged for the $9.5 million to be sent to American
     Publishing Company, an International subsidiary, and then
     caused $9.5 million to be transferred to the four
     International officers.

In another facet of the scheme, in February 2001, the indictment
alleges that the four International officers, including Radler and
Kipnis, decided that International would pay them bonuses totaling
$5.5 million, and then caused International to label the payments
as noncompetition payments in order to take advantage of the
potential tax advantages that genuine noncompetition payments
received under Canadian tax laws, thus defrauding the Canadian tax
authority.  Kipnis helped implement this decision by preparing
non-competition agreements between American Publishing and each of
the four International officers, and then signing the agreements
on behalf of American Publishing. In the agreements, which were
backdated to Dec. 31, 2000, each of the four International
officers promised not to compete with American Publishing for
three years after each had left International's employ. These
agreements were a contrivance created to facilitate and
conceal the fraud on the Canadian tax authorities. American
Publishing was the subsidiary through which International had
owned its United States community newspapers outside the Chicago
area.

By the time these agreements were signed, International had sold
all of these newspapers but one -- a small weekly newspaper in
Mammoth Lake, Calif. International was in the process of
attempting to sell that newspaper and had no intention of re-
entering the community newspaper business in the United States.
There was no legitimate justification for these non-competition
agreements, according to the indictment.

The government is being represented by Assistant U.S. Attorneys
Eric H. Sussman, Thomas Shakeshaft and Robert W. Kent, Jr., in
Chicago.  A full-text copy of the 26-page seven-count Indictment
is available at no cost at:

     http://www.usdoj.gov/usao/iln/indict/2005/us_v_radler.pdf

As to the individual defendants, upon conviction each count of the
indictment carries a maximum penalty of five years in prison and a
$250,000 fine. As an alternative maximum fine, the Court may
impose a fine of twice the gross profit to any defendant or twice
the loss to any victim, whichever is greater.  As to Ravelston,
the penalty is a fine of $500,000 for each count of conviction
or the alternative fine explained above. The Court, however, would
determine the appropriate sentences to be imposed.

The Justice Department reminds the public that an indictment
contains only charges and is not evidence of guilt.  The
defendants are presumed innocent and are entitled to a fair trial
at which the government has the burden of proving guilt beyond a
reasonable doubt.

                         *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

Moody's says the outlook is changed to positive.


HOME PRODUCTS: Restating Fiscal 2005 Financial Statements
---------------------------------------------------------
Home Products International, Inc.'s senior management determined
that the Company's financial statements for the quarter ended
April 2, 2005, and the fiscal year ended January 1, 2005,
including the quarterly periods within that fiscal year, should no
longer be relied on because the accounting treatment regarding a
deferred tax liability related to goodwill and certain other
adjustments were inaccurately reflected in those Financial
Statements.  

This conclusion was reviewed with and agreed to by the Audit
Committee of the Company's Board of Directors.  As a result, the
Company determined it would be appropriate to restate the
Financial Statements.

Beginning in 2004, the Company accounted for its deferred tax
liability related to goodwill as a reversing taxable temporary
difference.  Following Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets, the deferred tax
liability related to the Company's goodwill should have been
considered as a liability related to an asset with an indefinite
life, which could not support the realization of deferred tax
assets.  

Therefore, the Company will record additional deferred tax expense
of $2.9 million, to increase its deferred tax valuation allowance
for fiscal year 2004 and additional deferred tax expense of
$0.7 million for the first quarter of fiscal year 2005.

These non-cash adjustments have no impact on the Company's
compliance with covenants related to either its $60 million
revolving credit facility of which $25.0 million was outstanding
as of January 1, 2005 and $11.8 million as of April 2, 2005, its
9-5/8% Senior Subordinated Notes due 2008 of which $116 million
was outstanding at January 1, 2005, and on April 2, 2005, or its
payment of incentives to management.

In conjunction with this restatement the Company will also make
adjustments to correct errors that were identified in connection
with the second quarter fiscal year 2005 close process related to
its accounting for an operating lease and its accounting for its
Mexico subsidiary.  These adjustments are all non-cash entries but
will reduce net income by $0.5 million for fiscal year 2004.

The Company's senior management and the Audit Committee of the
Company's Board of Directors have discussed these matters with
KPMG LLP, independent registered public accounting firm.

After reviewing the circumstances leading up to the restatement,
the Company and the Audit Committee believe that the errors were
inadvertent and unintentional.  However, a review of the internal
control processes in the area of income tax accounting indicate
that the Company's disclosure controls and procedures were not
effective as of January 1, 2005, and through the date of this
filing, because of a material weakness in internal control over
financial reporting with respect to accounting for income taxes.
Management has designed and is in the process of implementing
certain improvements in its internal control over financial
reporting to address the tax accounting error and will test these
controls in subsequent accounting periods.

Home Products International, Inc., is an international consumer
products company specializing in the manufacture and marketing of
quality diversified housewares products. The Company sells its
products through national and regional discounters including
Kmart, Wal-Mart and Target, hardware/home centers, food/drug
stores, juvenile stores and specialty stores.

As of July 2, 2005, Home Products' equity deficit widened to
$11,203,000 from a $907,000 deficit at Jan. 1, 2005.


HONEY CREEK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Honey Creek Kiwi LLC
        P.O. Box 850212
        Mesquite, Texas 75185-0212

Bankruptcy Case No.: 05-39524

Type of Business: The Debtor previously filed for chapter 11
                  on March 12, 2003 (Bankr. N.D. Tex.
                  Case No. 03-32717).

Chapter 11 Petition Date: August 24, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Richard G. Grant, Esq.
                  Roberts & Grant, P.C.
                  3102 Oak Lawn Avenue, Suite 700
                  Dallas, Texas 75219
                  Tel: (214) 777-5081

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


HUSMANN-PEREZ: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Husmann-Perez Family Ltd. Partnership
        5309 29th Street East
        Ellenton, Florida 34222

Bankruptcy Case No.: 05-16615

Type of Business: The Debtor owns a skating facility located
                  in Ellenton, Florida.  The Debtor first filed
                  for chapter 11 protection on March 29, 2005
                  (Bankr. M.D. Fla. Case No. 05-05774), the
                  Honorable Alexander L. Paskay presiding.
                  The first chapter 11 case was dismissed by
                  Judge Paskay on July 29, 2005, with prejudice to
                  refiling.  The Debtor filed a Motion for
                  Reconsideration and Judge Paskay entered an  
                  order denying that Motion on August 15, 2005.

                  The second chapter 11 filing is filed pro se.

                  Husmann-Perez Family Ltd. Partnership's first
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on April 4, 2005.

Chapter 11 Petition Date: August 22, 2005

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                                      Claim Amount
   ------                                      ------------
   Manatee Tax Collector                           $385,167
   Ken Burton Jr.
   Attn: Susan Profant
   P.O. Box 25300
   Bradento, FL 34206


ILINC COMMS: Converts $750,000 Debt to Equity
---------------------------------------------
iLinc Communications, Inc. (Amex: ILC) disclosed the conversion of
$750,000 of outstanding debt into equity.

Between Aug. 1, 2005, and Aug. 19, 2005, the Company executed
definitive agreements to issue shares of its common stock to ten
investors who were holders of the Company's 12% convertible
subordinated notes due 2012, with an aggregate principal balance
of $525,000 and two holders of the Company's 10% senior notes due
July, 2007, with an aggregate principal balance of $225,000.  The
notes were exchanged for common stock using prices between $0.25
and $0.30 per share.

Commenting on the debt conversion, James M. Powers, Jr., president
and chief executive officer of iLinc Communications, said, "Most
of the debt that is being converted was originally created as a
part of the reshaping of the Company back in 2002, as we
transitioned from our legacy business to our current Web and audio
conferencing business.  The conversion of this debt provides
several positive results that include an overall reduction in the
level of outstanding debt as well as the reduction in the amount
of cash and non-cash interest expense that would have been
incurred.  We expect to convert additional debt with a limited
number of debt holders as appropriate to achieve our goals."

Dr. Powers continued, "In conjunction with our efforts in debt
reduction, we also have implemented a cost reduction plan that
includes an immediate reduction in staffing and overhead.  We
remain committed to continued bottom line improvement while also
sustaining our investment in sales, marketing, and product
development.  We remain confident that our strategy of selling Web
conferencing software, versus the ASP annual rental services model
offered by our competitors, will allow us to reach our anticipated
goals in future quarters."

iLinc Communications, Inc. -- http://www.iLinc.com/-- develops   
conferencing products and services for highly secure and cost-
effective collaborative online meetings, presentations, and
training sessions.  The Company provides integrated Web and audio
conferencing as a Web-based service, onsite installable software,
or through hybrid ownership licensing in which customers pay a
one-time fee for unlimited conferencing yet the software is hosted
by iLinc.  Its products and services include the iLinc suite of
Web Conferencing software (MeetingLinc, LearnLinc, ConferenceLinc,
and SupportLinc); Phone (Audio) Conferencing Services; On-Demand
Conferencing; and EventPlus, a service for professionally managed
online and audio conferencing events.  iLinc's products and
services are used by organizations worldwide in sales, HR and
training, marketing, and customer support.

                        *     *     *

                     Going Concern Doubt

Epstein, Weber & Conover, PLC, expressed substantial doubt about
iLinc Communications' ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended March 31, 2005.  The auditors point to the Company's
significant working capital deficiency, substantial recurring
losses and negative cash flows from operations.

For the three months ended June 30, 2005, the Company's balance
sheet showed $2.1 million in current assets and $6.8 million in
current liabilities.


INTEGRATED QUALITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Integrated Quality Solutions, LLC
        48 Waverly, Suite 2D
        Holland, Michigan 49423

Bankruptcy Case No.: 05-11736

Chapter 11 Petition Date: August 23, 2005

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue Southwest
                  Wyoming, Michigan 49509
                  Tel: (616) 538-6380

Total Assets: Unknown

Total Debts:  Unknown

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Spyga                         Trade                      $95,978
[address not provided]

International Human Capital   Trade                      $65,485
[address not provided]

Spherion Corporation          Trade                      $40,965
[address not provided]

Butzel Long                   Trade                      $33,897

SRA Quality Services          Trade                      $33,107

LQC Services, Inc.            Trade                      $32,487

Three60 Technologies          Trade                      $17,413

Forge Industrial Staffing     Trade                      $12,129

Manpower of California        Trade                      $11,627

Acloche                       Trade                       $9,918

Transportes "AC"              Trade                       $7,426

Sprint                        Trade                       $7,083

TempStaff                     Trade                       $5,529

Deboer Baumann & Co. PLC      Trade                       $4,125

BWC-Ohio WC                   Trade                       $3,636

Employment Group              Trade                       $3,466

Consumibles Industriales      Trade                       $2,789
S.A. De C.V.

Gerald Hogan                  Trade                       $2,700

Federal Assembly              Trade                       $1,620

A & M Priority Freight        Trade                       $1,247       


IPCS INC: Apollo & Silver Register 33.6% Equity Stake for Sale
--------------------------------------------------------------
iPCS, Inc., delivered a Registration Statement to the Securities
and Exchange Commission to register these shareholders' shares in
the Company for sale:

      Selling Shareholder                        Shares for Sale
      -------------------                        ---------------
      Apollo Investment Fund IV, L.P                   2,515,569
      Silver Point Capital Offshore Fund, Ltd.           399,662
      Silver Point Capital Fund, L.P.                    195,275
      Apollo Overseas Partners IV, L.P.                  140,782

The 3,251,288 shares of common stock represent a 33.6% equity
stake in the company.  The selling stockholders obtained their
shares of common stock in connection with the consummation of our
merger with Horizon PCS, Inc.  The Company will not receive any of
the proceeds from the sale of our shares being sold by the selling
stockholders.

Apollo Investment and Apollo Overseas' shares represent a 15.3%
stake in the Company.  Silver Point's registered shares account
for 3.5% of outstanding shares.  Silver Point will hold a 13.8%
stake in the Company if it sells its 3.5% stake in the Company.

The Company's common stock is quoted on the OTC Bulletin Board
under the ticker symbol "IPCX".  The Company's share price hit a
$30.50 low in June and climbed as high as $43 within the month.

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

                          About Apollo

Apollo Management IV, L.P. manages the funds held by Apollo
Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.  
The managing general partner of the Apollo Funds is Apollo
Advisors IV, L.P., a Delaware limited partnership, the general
partner of which is Apollo Capital Management IV, Inc., a Delaware
corporation.  The directors and principal executive officers of
Apollo Capital Management IV, Inc. are Messrs. Leon D. Black and
John J. Hannan.  Each of Messrs. Black and Hannan disclaims
beneficial ownership of the shares of common stock owned by the
Apollo Funds.

                       About Silver Point

Silver Point Capital, L.P. investment manages the funds held by
Silver Point Capital Offshore Fund, Ltd., Silver Point Capital
Fund, L.P. and SPCP Group, L.L.C.  By virtue of its status as
investment manager, Silver Point Capital, L.P. may be deemed to be
the beneficial owner of the shares of common stock held by the
Silver Point Funds.  Mr. Edward Mule and Mr. Robert O'Shea are
Partners of Silver Point Capital, L.P. and have voting and
investment power with respect to the shares of common stock held
by the Silver Point Funds and may be deemed to be the beneficial
owners of the shares of the common stock held by the Silver Point
Funds.  Each of Messrs. Mule and O'Shea disclaims beneficial
ownership of the shares of common stock held by the Silver Point
Funds, except to the extent of any pecuniary interest.  Mr.
Babich, one of iPCS' directors, is an employee of Silver Point
Capital L.P.

                           About iPCS

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

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

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

                         *     *     *

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

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


ISTAR FINANCIAL: Earns $78.7 Million of Net Income in 2nd Quarter
-----------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) reported second quarter results
for the quarter ended June 30, 2005.  The Company reported a
$78.7 million net income for the three months ended June 30, 2005,
compared to an $83 million net income for the same period last
year.

iStar reported adjusted earnings for the second quarter 2005 of
$0.83 per diluted common share, compared to $0.87 per diluted
common share for the second quarter 2004.  Adjusted earnings
allocable to common shareholders for the second quarter 2005 were
$94.5 million on a diluted basis, compared to $97.3 million for
the second quarter 2004.  Adjusted earnings represents net income
computed in accordance with GAAP, adjusted for preferred
dividends, depreciation, depletion, amortization and gain (loss)
from discontinued operations.

Net income allocable to common shareholders for the second quarter
2005 was $66.5 million, compared with $71.3 million for the second
quarter of 2004.

                    Second Quarter 2005 Results

Net investment income for the quarter was $97.4 million, compared
to $98.4 million for the second quarter of 2004.  Net investment
income represents interest income, operating lease income and
equity in earnings from joint ventures, less interest expense,
operating costs for corporate tenant lease assets and loss on
early extinguishment of debt, in each case as computed in
accordance with GAAP.

iStar Financial announced that during the second quarter, it
closed 23 new financing commitments for a total of $1 billion, of
which $822.3 million was funded during the quarter.  In addition,
the Company funded $266.7 million under 17 pre-existing
commitments and received $654.2 million in principal repayments.  
Of the Company's second quarter financing commitments, 64%
represented first mortgage, first mortgage participation and
corporate tenant lease transactions. Cumulative repeat customer
business totaled $8.1 billion at June 30, 2005.

For the quarter ended June 30, 2005, iStar Financial generated
returns on average book assets and average common book equity of
5.3% and 19.1%, respectively. For the quarter, the Company's debt
to book equity plus accumulated depreciation and loan loss
reserves, as determined in accordance with GAAP, was 2.0x.

As of June 30, 2005, the Company's loan portfolio consisted of 62%
floating rate and 38% fixed rate loans.  The weighted average GAAP
LIBOR margin of floating rate loans was 4.99%.  The weighted
average GAAP margin of the Company's fixed rate loans was 5.75% on
a term-adjusted basis.

"Closing $1.0 billion of new financing commitments for the second
straight quarter demonstrates the strength of our customer focused
approach and our ability to execute in a challenging market by
leveraging our proven origination and underwriting capabilities,"
Jay Sugarman, iStar Financial's chairman and chief executive
officer, said.

Mr. Sugarman continued, "We continue to see high levels of
liquidity in the commercial real estate market, as evidenced by
the level of repayments we experienced during the second quarter
and first half of this year.  While the exact timing of repayments
and the direction of interest rates are difficult to predict, our
long-term business platform is designed to perform in a wide
variety of market environments."

Mr. Sugarman concluded, "We see additional growth opportunities
from natural extensions of our loan and lease portfolio businesses
with iStar branded capital solutions for new customers in select
new markets.  We look for opportunities that share the same
fundamental risk dynamics as our existing commercial real estate
business.  For example, while clearly still in its early stage,
our lending and long-term sale/leaseback platforms within our
AutoStar business are performing to our expectations.  Our
AutoStar business currently has approximately $540 million of
total assets under management. Our corporate tenant lease
portfolio is 100% leased, with a weighted average remaining lease
term of approximately 12.4 years and the earliest lease maturity
not occurring until 2014.  Approximately 75% of our tenants are
publicly traded consolidators or top 100 dealers nationwide.  Our
loan portfolio has a weighted average loan-to-value of 66.8% and a
weighted average maturity of approximately 9.5 years."

                  Capital Markets Summary

During the second quarter iStar Financial issued $250 million of
5.375% senior unsecured notes due 2010, and $250 million of 6.05%
senior unsecured notes due 2015.  The net proceeds of the
issuances were used to repay revolving credit facilities.  In
June, the Company also upsized its universal shelf registration
statement to $5.0 billion.

Catherine D. Rice, iStar Financial's chief financial officer,
stated, "As a finance company we always want to maintain strong
sources of liquidity and be able to efficiently access capital for
our business.  For 2005, we continue to expect to issue
approximately $2.0-$2.5 billion of unsecured notes, inclusive of
the $1.6 billion sold earlier this year.  Our increased shelf
capacity will enable us to efficiently access long-term debt and
equity capital well into 2006."

Ms. Rice continued, "We were pleased that during the second
quarter Fitch revised our ratings outlook from stable to positive
and affirmed our BBB- investment grade rating on our senior
unsecured debt, noting the progress the Company has made in
unencumbering assets and maintaining our conservative approach to
growing our asset base."

                      Credit Facilities

At June 30, 2005, the Company had $571.3 million outstanding under
its four credit facilities, which total $2.8 billion in committed
capacity.  Consistent with its match funding policy under which a
one percentage point change in interest rates cannot impact
adjusted earnings by more than 2.5%, as of June 30, 2005, a 100
basis point increase in rates would have decreased the Company's
earnings by 0.06%.

Ms. Rice said, "We also continue to increase our unsecured funding
on the right side of the balance sheet and decrease secured debt.  
During the third quarter, two secured credit facilities totaling
$850 million will reach their initial maturity dates, at which
time we do not currently plan on renewing with these lenders.  We
have been funding new originations with our $1.25 billion
unsecured credit facility, and believe we have adequate sources of
short-term capital for our business."

Ms. Rice continued, "We are currently evaluating repayment of our
iStar Asset Receivables series 2002-1 and 2003-1 asset backed
notes.  In addition to being able to issue unsecured debt at more
attractive terms given our investment grade ratings, the $716
million repayment of these notes would unencumber approximately
$1.3 billion of assets and reduce secured debt to just 12.2% of
our total debt, based upon June 30, 2005 balances.  Should we
repay these notes in 2005, we would incur one-time cash costs,
including prepayment and other fees of approximately $8 million
and a non-cash charge of approximately $38 million to write off
deferred financing fees and expenses. Based upon today's U.S.
Treasury rates, these one-time costs would reduce our full year
2005 diluted adjusted earnings per share by approximately $0.07
and our diluted earnings per share by approximately $0.40."

Consistent with the Securities and Exchange Commission's
Regulation FD and Regulation G, iStar Financial comments on
earnings expectations within the context of its regular earnings
press releases. The Company currently expects diluted adjusted
earnings per share for the second half and full year 2005 of
$1.73-$1.83 and $3.30-$3.40, respectively, and diluted earnings
per share for the second half and full year 2005 of $1.15-$1.35
and $2.25-$2.45, respectively, excluding any effect of a possible
prepayment of the Company's STARs discussed above.

Including the effect of the possible prepayment of these notes,
the Company's diluted adjusted earnings per share and diluted
earnings per share would be reduced by approximately $0.07 and
$0.40, respectively, based upon today's U.S. Treasury rates.

Ms. Rice concluded, "As we enter the second half of 2005, we have
narrowed our earnings expectations for the full year. Our
expectations, however, remain within the range we communicated in
the past two quarters.  The commercial real estate finance markets
continue to experience high levels of liquidity.  In our loan
portfolio, our borrowers are selling or refinancing their assets
at very aggressive levels. In our sale/leaseback portfolio, we are
selectively selling assets where we believe we can redeploy the
capital at more attractive rates. In fact, since 2004, we have
sold $383 million in assets. As a result, we have received and
expect to receive large prepayment penalties associated with loan
payoffs as well as gains associated with our own asset sales. The
timing of all of these factors is difficult to estimate. For this
reason, we are providing guidance for the remainder of 2005 rather
than separately breaking it out on a quarterly basis. Despite the
competitive environment, we continue to find compelling
opportunities to invest our capital, committing approximately $2.4
billion for the first half of 2005. We expect to originate
approximately $4.0 billion of investment volume and expect between
$2.0-$2.5 billion of principal repayments for the full year 2005."

                        Risk Management

At June 30, 2005, first mortgages, participations in first
mortgages, corporate tenant leases and corporate financing
transactions collectively comprised 92.2% of the Company's asset
base. The weighted average first and last dollar loan-to-value
ratio for all structured finance assets was 18.1% and 65.4%,
respectively. As of June 30, 2005 the weighted average debt
service coverage for all structured finance assets, based on
either actual cash flow or trailing 12-month cash flow through
March 31, 2005, was 2.24x.

At quarter end, the Company's corporate tenant lease assets were
95.1% leased with a weighted average remaining lease term of 11.5
years.  At quarter end, 79.1% of the Company's corporate lease
customers were public companies (or subsidiaries of public
companies).

At June 30, 2005, the weighted average risk ratings of the
Company's structured finance assets was 2.52 for risk of principal
loss, compared to last quarter's rating of 2.71, and 3.10 for
performance compared to original underwriting, compared to last
quarter's rating of 3.16. The weighted average risk rating for
corporate tenant lease assets was 2.36 at the end of the second
quarter, the same as the prior quarter's rating of 2.36.

At quarter end, accumulated loan loss reserves and other asset-
specific credit protection represented an aggregate of
approximately 5.8% of the gross book value of the Company's loans.  
In addition, cash deposits, letters of credit, allowances for
doubtful accounts and accumulated depreciation relating to
corporate tenant lease assets represented 10.8% of the gross book
value of the Company's corporate tenant lease assets at quarter
end.

For the first half of 2005, the company recorded no credit losses.
At June 30, 2005, the Company's non-performing loan assets (NPLs)
represented 1.2% of total assets.  NPLs represent loans on non-
accrual status and repossessed real estate collateral.  At June
30, 2005, the Company had two loans on non-accrual and no
repossessed assets. In addition, watch list assets represented
0.1% of total assets at June 30, 2005.

Tim O'Connor, iStar Financial's chief operating officer, stated,
"The second quarter was characterized by improving credit trends
in our overall loan portfolio and no changes to the credit
statistics in our corporate tenant lease assets.  There were no
additional assets added to our NPL list this quarter and we
continue to believe that the large first mortgage that was added
in the first quarter is well covered by the underlying collateral.
We do not expect a loss of principal or interest on this loan and
we are working with the borrower to resolve the current status of
the loan. With continued liquidity in the commercial real estate
markets, we continue to evaluate the sale of certain non-core
sale/leaseback assets where we believe we can redeploy the capital
at more attractive returns."

Mr. O'Connor continued, "We target loan loss reserves equal to
1.50% of the outstanding book balance of our loans.  Our target
incorporates loan- specific cash reserves that we frequently
require our borrowers to fund at closing, excluding reserves for
taxes and insurance, that would be available to us in the event
there is a problem with the asset.  The Company increases its on-
balance sheet loan loss reserve to make up the difference between
the 1.50% target and the cash credit protection of each loan.  
This quarter the Company's asset-specific and general loan loss
reserves totaled 1.55% of our book balance; therefore no increase
to the general reserve was needed."

                     Quarterly Dividend

On July 1, 2005 iStar Financial declared a regular quarterly
dividend of $0.7325. The second quarter dividend is payable on
July 29, 2005, to holders of record on July 15, 2005.

iStar Financial -- http://www.istarfinancial.com/-- is the  
leading publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom-tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.  
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.

                        *     *     *

As reported in the Troubled Company Reporter on June 24, 2005,
Fitch Ratings has revised iStar Financial Inc.'s Rating Outlook to
Positive from Stable.  Fitch also affirmed:

     -- Senior Unsecured Debt 'BBB-';
     -- Preferred Stock 'BB'.

iStar's rating strengths are centered on its high-quality
portfolio of triple-net credit tenant leases and first mortgages.
As of March 31, 2005, nearly 50% of the base rents in the CTL
portfolio were from investment grade tenants, while the overall
portfolio was 95.2% leased and had a remaining average lease term
of 11.5 years.  In addition, the weighted average loan-to-value of
the company's mortgage portfolio continues to decline and was at
66.0% as of March 31, 2005.  These characteristics substantially
mitigate many concerns related to high property appraisals in the
current commercial real estate market.


J.P. IGLOO: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.P. Igloo, Inc.
        5309 29th Street East
        Ellenton, Florida 34222

Bankruptcy Case No.: 05-16614

Type of Business: The Debtor operates the 115,000-square-foot
                  J.P. Igloo Ice & Inline Sports Complex near
                  the northeast corner of Interstate 75 and U.S.
                  301 in Ellenton, Florida.  The Debtor first
                  filed for chapter 11 protection on March 14,
                  2005 (Bankr. M.D. Fla. Case No. 05-04415), the
                  Honorable Alexander L. Paskay presiding.  The
                  first chapter 11 case was dismissed by Judge
                  Paskay on July 29, 2005.  The Debtor filed
                  a Motion for Reconsideration and Judge Paskay
                  entered an order denying that Motion on
                  August 16, 2005.

                  The second chapter 11 filing is filed pro se.

                  J.P. Igloo, Inc.'s first chapter 11 filing was
                  reported in the Troubled Company Reporter on
                  March 30, 2005.

Chapter 11 Petition Date: August 22, 2005

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Total Assets: $419,219

Total Debts:  $4,550,206

Debtor's 18 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   MJ Squared LLC                                $2,500,000
   c/o John Emmanuel, Esq.
   Fowler White Boggs
   P.O. Box 1438
   Tampa, FL 33601

   Perez, James                                  $1,300,000
   c/o Donald Schutz, Esq.
   535 Central Avenue
   St. Petersburg, FL 33701

   Manatee County                                  $385,167
   Tax Collector
   Attn: Susan Profant
   P.O. Box 25300
   Bradenton, FL 34206-5300

   Florida Power & Light Co.                        $79,985

   Internal Revenue Service                         $79,807

   Maska U.S. Inc.                                  $13,390

   FL Dept. of Revenue                              $11,948

   Tax Collector                                    $10,408
   Ken Burton Jr.

   FPL Energy Services                               $9,546

   FL Dept. of Revenue                               $8,430

   Savin Corporation                                 $7,025

   Reliable Office Supplies                          $6,900

   Platinum Plus for Business                        $6,626

   Tax Collector                                     $6,459
   Ken Burton Jr.

   Robert Vissa and Rebecca Ross                     $5,600

   Ice Sports Forum                                  $5,500

   Office Depot                                      $5,222

   Bradenton Insurance Inc.                          $4,254


KAISER ALUMINUM: Gramercy & St. Ann Balk at Disclosure Statement
----------------------------------------------------------------
According to Michael D. DeBaecke, Esq., at Blank Rome LLP, in
Wilmington, Delaware, the Remaining Debtors' Disclosure Statement
includes an estimate of unpaid administrative expenses totaling
around $54,000,000.  Under the proposed Plan of Reorganization,
the administrative expenses will be paid in full in accordance
with the Bankruptcy Code requirements.

By a purchase agreement approved by the Court on July 19, 2004,
Kaiser Aluminum & Chemical Corporation and Kaiser Bauxite Company
agreed to sell substantially all their assets to Gramercy Alumina
LLC and St. Ann Bauxite Limited.  Mr. DeBaecke relates that the
assets were owned and used in connection with the operation of an
alumina refinery located in Gramercy, Lousiana, and a bauxite
mining operation on the north coast in Jamaica.

The Purchase Agreement details certain indemnification obligations
owed by KACC and Kaiser Bauxite to Gramercy Alumina and St. Ann.  
Specifically, it provides that a party's aggregate liability for
losses suffered as a result of breaches of representations and
warranties will not exceed $5 million.

By a letter dated June 17, 2005, Gramercy Alumina and St. Ann
filed a claim against KACC and Kaiser Bauxite in respect of all
losses related to medical benefits for retirees in Jamaica.  The
liabilities associated with those benefits are estimated at
$7,200,000 as of September 30, 2004, but those liabilities were
not disclosed by KACC and Kaiser Bauxite.

Under the Purchase Agreement, Mr. DeBaecke explains that KACC and
Kaiser Bauxite have indemnification obligations with respect to
those liabilities, while Gramercy and St. Ann have administrative
expenses of at least $5 million payable in the Debtors' Chapter 11
cases.

To the extent the aggregate estimate of Administrative Expenses is
not currently covered in the Disclosure Statement, Gramercy and
St. Ann proposes that it should be amended to include an
additional $5 million and to specifically address those
administrative expenses payable to the claimants.

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


KMART CORP: Settles Dispute Over Century's Admin. Expense Claim
---------------------------------------------------------------
Century Indemnity Company -- as successor to CCI Insurance
Company, which in turn is successor to Insurance Company of North
America -- issued one or more insurance policies to Kmart
Corporation before the retailer sought chapter 11 protection.

Kmart assumed the Policies under the terms of its confirmed
chapter 11 plan.  Subsequently, the parties entered into various
Policy-related agreements.

On August 20, 2003, Century filed Claim No. 56438 against Kmart,
asserting an administrative claim on account of continuing
obligations under the Agreements.

Kmart objected to the Century Claim.

To resolve their differences in connection with the Policies, the
parties agree that:

   (a) The Century Claim will be allowed in an unliquidated
       amount and the Objection is withdrawn without prejudice;

   (b) Kmart has no outstanding and unsatisfied financial
       obligations to Century under any of the Policies or
       Agreements.  However, the continuing duties and
       obligations under the Policies may subsequently require
       Kmart to provide performance to Century;

   (c) Century reserves the right to amend the Claim to reflect
       any subsequent liquidation of the amounts arising from the
       duties and obligations under the Policies, and to seek
       reconsideration of the Claim pursuant to Section 502(j) of
       the Bankruptcy Code; and

   (d) Kmart reserves the right to object to any amended claim or
       any claim not subject to the Stipulation.

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: Court Allows Ashland Chemical's Claims for $370,737
---------------------------------------------------------------
Kmart Corporation entered into negotiations with Ashland Chemical  
Company and Leo L. Maniago.

Based on the terms agreed by the parties, the U.S. Bankruptcy
Court for the Northern District of Illinois rules that:

   -- Ashland's Claim No. 3684 will be allowed as Class 6 general
      unsecured claim for $80,183; and

   -- Mr. Maniago's Claim No. 57790 will be allowed as Class 5
      general unsecured claim for $290,554.

Mr. Maniago agrees to withdraw with prejudice any lawsuits he  
filed against Kmart in connection with his claim.

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: Moody's Reviews Junk Sr. Sub. Notes' Rating
----------------------------------------------------------------
Moody's Investors Service has placed Dover Corporation's A1 senior
unsecured rating under review for possible downgrade following the
announcement that it will acquire Knowles Electronics Holdings
Inc. for $750 million in a cash transaction.

The rating agency also placed the ratings of Knowles (corporate
family rating of B3) on review for possible upgrade.  Moody's
anticipates that the Knowles bank debt and sub notes will be
repaid as part of the acquisition.

Dover's review will focus on:

   1) the sustainability of revenue growth, operating margin
      improvement and free cash flow generation;

   2) the allocation of free cash flow to fund debt maturities,
      acquisitions and share repurchases;

   3) the company's ongoing acquisition program that appears to be
      escalating in size and scope, as well as entering into new
      markets; and

   4) how Dover will finance future acquisitions.

Knowles, a leading manufacturer of micro-acoustic components,
expects to generate approximately $210 million in revenues for its
fiscal 2005.  These components include high performance
transducers for hearing aids and MEMS (micro electro mechanical
systems) microphones for high-end cell phones.  After regulatory
approvals are received, the transaction is expected to close in
September 2005.

The rating agency noted that coupled with the recently closed
Colder Products acquisition, Knowles meaningfully adds to Dover's
position in the medical and life sciences components markets and
provides a growth platform to add additional products and systems.

Moody's expects that the company will fund the Knowles acquisition
that appears fully-priced with excess cash currently on the
balance sheet, supplemented with free cash flow generation and
commercial paper as needed.  The rating agency noted however that
this acquisition, coupled with acquisitions and share repurchases
through July 2005 will completely exhaust Dover's current cash
cushion and unless there are further proceeds from asset
dispositions, debt will rise on an absolute basis and more
variable interest rate exposure will result.

Alternate liquidity is provided by a bank revolving credit
facility totaling $600 million.  The facility, which matures in
September of 2009, contains Material Adverse Change language that
is effective only at closing and provides same-day borrowing
capability.  

In addition, financial covenants prohibit the company from
allowing EBITDA-to-net interest to fall below 3.5x and subsidiary
debt to exceed 20% of consolidated net worth.  The company had
ample cushion under both covenants and was in compliance for the
quarter ending June 30, 2005.  Commercial paper outstandings at
second quarter end were approximately $130 million while cash on
hand totaled $400 million.  Current maturities of long-term debt
include the $250 million notes that mature in November, after
which the next sizable debt maturity is not until June of 2008.

Ratings under review for possible downgrade:

Dover Corporation:

   * A1 for senior unsecured notes and debentures; and

   * (P)A1 for senior unsecured securities to be issued under 415
     shelf registration.

These ratings have been placed on review for possible upgrade:

Knowles Electronics Holdings Inc.:

   * Corporate family rating (formerly the senior implied rating)
     of B3;

   * senior secured credit facilities rated B3; and

   * senior subordinated notes due 2009 rated Caa2.

Knowles Electronics Holdings Inc., headquartered in Itasca,
Illinois, is a leading producer of hearing aid transducers which
has extended its core competency into development of related
acoustic products and electromechanical components.  Revenues were
$186 million in 2004.

Dover Corporation, headquartered in New York City, New York, is a
diversified manufacturer of specialized industrial products and
equipment.


LEAR CORP: Promotes CFO David Wajsgras to Executive Vice President
------------------------------------------------------------------
Lear Corporation's (NYSE: LEA) Chief Financial Officer David
Wajsgras has been promoted to executive vice president.

With respect to organizational structure, Lear is realigning its
global Customer and Product Groups under the leadership of Doug
DelGrosso, Lear President and Chief Operating Officer.

    * Ray Scott has been promoted to senior vice president of Lear
      and president of the North American Customer Group.  In this
      new role, MR. Scott will be responsible for Lear's North
      American-based customers on a global basis.

    * Joe Zimmer has been promoted to senior vice president of
      Lear and president of the Global Seating Systems Product
      Group. In addition to his seating responsibilities, Mr.
      Zimmer will continue to oversee on a regional basis all
      activities in Europe.


    * Miguel Herrera-Lasso has been promoted to senior vice
      president of Lear and president of the Electrical &
      Electronics Systems Product Group, which he will continue to
      manage on a global basis.

    * Lou Salvatore has been promoted to senior vice president of
      Lear and president of the Global Asian Customer Group.  In
      this new role, Mr. Salvatore will be responsible for our
      Asian OEM business globally.

    * Jim Brackenbury has been promoted to senior vice president
      of Lear and president of the Mexican/Central American
      Regional Group.  Mr. Brackenbury will continue to manage
      Lear's operations in Mexico and Central America.

"We are announcing further organizational changes today as part of
our continuing efforts to improve our operating efficiency,
increase our organizational effectiveness and reposition the
company for future profitability," said Bob Rossiter, Lear
Chairman and Chief Executive Officer.

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

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

                        *     *     *

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

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

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


LIN TV: Moody's Places Ba2 Corporate Family Rating on Review
------------------------------------------------------------
Moody's Investors Service placed the ratings of LIN TV Corp.,
including the Ba2 corporate family rating, on review for possible
downgrade following the company's announcement that it has entered
into a definitive agreement to acquire five television station
from Emmis Communications Corp. for $260 million with cash.

The review will focus on:

   * the incremental leverage assumed to finance the proposed
     acquisitions (Moody's expects leverage (defined as total
     debt-to-EBITDA to increase to about 7 times);

   * LIN's progress in integrating the acquired stations;

   * as well as the potential return of cash to shareholders
     through the recently authorized share repurchase program.

The ratings incorporate:

   * LIN's strong operating performance relative to peers;

   * meaningful value in its attractive portfolio of station
     assets; and

   * continued strength in local news programming.

The ratings are constrained by:

   * LIN's relatively high debt burden;

   * the intensely competitive environment in which the company
     operates;

   * the inherent cyclicality of the advertising market;

   * the company's ongoing strategy of expanding its presence in
     new and existing markets through acquisitions and the
     integration risk associated with this strategy;  and

   * Moody's concerns regarding the longer-term growth potential
     of this sector.

These ratings have been placed on review for possible downgrade:

   * Ba1 ratings on the company's senior secured credit
     facilities

   * Ba3 rated Senior Notes

   * B1 Senior Subordinated Debentures - $375 million

   * B1 Senior Subordinated Notes - $110 million

   * Ba2 Corporate Family Rating

LIN TV Corp., headquartered in Providence, Rhode Island, pro forma
for the acquisition owns and operates 30 television stations in 14
markets. I n addition, the company also owns approximately 20% of
KXAS-TV in Dallas, Texas and KNSD-TV in San Diego, California
through a joint venture with NBC.  LIN TV is a 50% investor in
Banks Broadcasting, Inc., which owns KWCV-TV in Wichita, Kansas
and KNIN-TV in Boise, Idaho.


LOGAN INTERNATIONAL: Hires Ball Janik as Bankruptcy Counsel
-----------------------------------------------------------
Logan International II LLC and its debtor-affiliate sought and
obtained the U.S. Bankruptcy Court for the District of Oregon's
permission to employ Ball Janik LLP as their bankruptcy counsel.

Ball Janik will represent the Debtors for all purposes, including
but not limited to:

   1) obtaining authorization to use of cash collateral or post-
      petition financing;

   2) obtaining authorization for any sale of the Debtors' assets;

   3) reviewing and evaluating the status and validity of
      potential secured and unsecured claims; and

   4) implementing the Debtors' avoiding powers and formulating a
      disclosure statement and plan of reorganization.

The Firm will bill the Debtor at these customary hourly rates:

      Attorney                      Hourly Rate
      --------                      -----------
      Leon Simson                       $350
      Brad T. Summers                   $325
      David W. Criswell                 $295
      Jeffrey Gardner                   $290
      Daniel R. Webert                  $170
      Laura J. Lindberg                 $145

To the best of the Debtors' knowledge, Ball Janik does not
represent or hold any interest adverse to the Debtors or the
estate.

Headquartered in Irrigon, Oregon, Logan International II LLC
-- http://www.loganinternational.com/-- is a manufacturer and  
wholesaler of frozen French fries.  The Debtor and its debtor-
affiliates filed for chapter 11 protection on January 18,
2005 (Bankr. D. Ore. Lead Case No. 05-38286).  Leon Simson, Esq.,
at Ball Janik LLP represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $10 million to $50 million in debts.


LOGAN INTERNATIONAL: Creditor Panel Taps Dunn Carney as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Logan
International II LLC and its debtor-affiliate's chapter 11 cases,
asks the U.S. Bankruptcy Court for the District of Oregon for
permission to employ Dunn Carney Allen Higgins & Tongue LLP as its
counsel.

Dunn Carney will:

   1) provide legal advice and counsel in carrying out its duties
      under Section 1103 of the Bankruptcy Code;

   2) appear and argue at hearings, analysis of pleadings;

   3) negotiate with the Debtors and other party-in-interest; and

   4) analyze any proposed plans and disclosure statements, and
      the balloting and confirmation process.

The papers filed with the bankruptcy court don't disclose how much
the Firm will be paid for its work.

Headquartered in Irrigon, Oregon, Logan International II LLC
-- http://www.loganinternational.com/-- is a manufacturer and  
wholesaler of frozen French fries.  The Debtor and its debtor-
affiliates filed for chapter 11 protection on January 18,
2005 (Bankr. D. Ore. Lead Case No. 05-38286).  Leon Simson, Esq.,
at Ball Janik LLP represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $10 million to $50 million in debts.


LOGAN INTERNATIONAL: Gets Interim Order to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon entered a
second interim order permitting Logan International II LLC, to use
cash collateral securing repayment prepetition debts.  Logan will
use the cash collateral to pay postpettion operating expenses and
to fund capital expenditures.

Prior to the chapter 11 filing, the Debtors purchased potatoes
from the inventory lien creditors and six potato-sellers assert
that they are owed these amounts for those purchases:

       AV Thomas Produce                $64,243
       Bud-Rich Potato, Inc.            $95,506
       Cleaver Farming, LLC            $736,096
       Jim Kaiser                      $253,883
       RDO-Bos Farms, LLC            $1,429,542
       Stahl Hutterian Brethren      $1,067,646

Morrow Cold Storage, LLC also claims a warehouseman's lien to
secure payment of $132,332 for storage and related charges.

The Debtors prepared a budget for each month from August through
December 2005.  A full-text copy of the Budget is available at no
charge at http://ResearchArchives.com/t/s?108

The Debtors can make expenditures in excess of the amounts in the
budget subject to the limitation that the total budget variance
will not exceed 10% of the total projected expenditures under the
budget for any single month during the period

The Debtors are further authorized to segregate sufficient funds
to pay claims of AV Thomas, Bud-Rich Potato and Morrow Cold in
full if no party-in-interest has objected to the amount or
validity of such claim.

Furthermore, the Debtors grant the inventory lien creditors and
Morrow Cold the following adequate protection:

   a) a replacement lien on all property of the Debtors and its
      estate;

   b) the replacement lien so granted will be deemed validly and
      properly perfected and enforceable against the replacement
      collateral and against all other persons or entities upon
      the entry of the order without the necessity of filing,
      recording or serving any instruments which may otherwise be
      required under federal or state law in any jurisdiction or
      the taking of any other action to validate or perfect the
      security interests and liens granted herein;

   c) the interests of the inventory lien creditors and Morrow
      Cold in the replacement collateral have the same relative
      priorities as the liens held by them as of the chapter 11
      filing; and

   d) the Debtors will timely perform and complete all actions
      necessary and appropriate to protect the working capital
      collateral and cash collateral against diminution in value.

Headquartered in Irrigon, Oregon, Logan International II LLC
-- http://www.loganinternational.com/-- is a manufacturer and  
wholesaler of frozen French fries.  The Debtor and its debtor-
affiliates filed for chapter 11 protection on January 18,
2005 (Bankr. D. Ore. Lead Case No. 05-38286).  Leon Simson, Esq.,
at Ball Janik LLP represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $10 million to $50 million in debts.


MARY VLCEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Mary Jane Vlcek
             1918 North 132nd Avenue Circle
             Omaha, Nebraska 68154

Bankruptcy Case No.: 05-83243

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Linda Vlcek                                05-83244

Chapter 11 Petition Date: August 22, 2005

Court: District of Nebraska (Omaha)

Debtor's Counsel: Robert V. Ginn, Esq.
                  Brashear & Ginn
                  711 North 108th Court
                  Omaha, Nebraska 68154
                  Tel: (402) 348-1000
                  Fax: (402) 348-1111

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Mary Jane Vlcek              $1 Million to       $1 Million to
                             $10 Million         $10 Million

Linda Vlcek                  $1 Million to       $1 Million to
                             $10 Million         $10 Million

The Debtors did not file lists of their 20 Largest Unsecured
Creditors.


MAYTAG CORP: $977MM BB Rated Notes Stay on Fitch's Watch Evolving
-----------------------------------------------------------------
Fitch Ratings is maintaining the Rating Watch Negative on
Whirlpool Corporation and the Rating Watch Evolving on Maytag
Corporation following their definitive merger agreement.  

For Whirlpool, the 'F2' rated commercial paper program (Whirlpool
Corporation and Whirlpool Finance B.V. borrowers), the 'BBB+'
rated $1.2 billion revolving credit facility (Whirlpool
Corporation, Whirlpool Europe B.V, and Whirlpool Finance B.V
borrowers), and the 'BBB+' rated $1.7 billion senior notes remain
on Rating Watch Negative.

For Maytag, $977 million of 'BB' rated senior unsecured notes
remain on Rating Watch Evolving.

On Monday, Aug. 22, 2005, WHR and MYG signed a definitive merger
agreement in which WHR will acquire all outstanding shares of
Maytag in a cash and stock merger valued at $21 per share.  One-
half of the consideration will be paid in cash, the remainder in
WHR stock.  The aggregate transaction value, including assumption
of approximately $977 million of debt, is approximately $2.7
billion.

MYG's signing of a definitive agreement with WHR makes it more
likely that WHR will succeed, providing a significantly stronger
strategic owner.  Prior to WHR's definitive agreement and current
$21 per share bid, a financial buyer, Ripplewood Holdings LLC, had
MYG's board approval for an acquisition.  The Ripplewood
transaction was more likely to result in a more highly levered
company, prompting a potential MYG downgrade.  A downgrade could
still occur if the antitrust regulatory authorities do not approve
the merger with Whirlpool.  Ripplewood could reappear or Maytag
could streamline operations in conjunction with the merger that
severely encumbers itself and reduces its capacity to compete.
Thus, for Maytag, the receipt of regulatory clearance for the
transaction is crucial.

A closing of the transaction with Whirlpool will result in a more
highly leveraged combined company with higher pension and OPEB
obligations but also one with sizable cash flow, ability to repay
debt and extend maturities, and a strong market position.  In the
near term, Fitch will be reviewing Whirlpool's plans to absorb
Maytag and what changes may occur as a result.


MDK INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MDK, Inc.
        dba K-Line Electric Trains
        P.O. Box 2831
        Chapel Hill, North Carolina 27515

Bankruptcy Case No.: 05-03510

Type of Business: The Debtor develops games, toys,
                  and children's vehicles.
                  See http://www.mdkinc.com/

Chapter 11 Petition Date: August 23, 2005

Court: Eastern District of North Carolina (Raleigh)

Debtor's Counsel: Terri L. Gardner, Esq.
                  Poyner & Spruill, LLP
                  P.O. Box 10096
                  3600 Glenwood Avenue
                  Raleigh, North Carolina 27605-0096
                  Tel: (919) 783-6400
                  Fax: (919) 783-1075

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rivkin Radler                 Legal fees                $104,000
EAB Plaza
Uniondale, NY 11556

United Parcel Service         Business debt              $10,645
P.O. Box 72470244
Philadelphia, PA 19170

Sunnyside Limited             Business debt              $10,602
21/F Block K Shield Industry
84092 Chai Wan Kok Street
Tsuen Wan, N.T.
Hong Kong

Toyota                        Business debt               $8,222

United Healthcare             Health insurance            $8,054
                              premiums

Shaw, Licitra, Gulatta,       Attorney fees               $7,500
Esernio & Schwartz PC

Merek, Blackmon &             Business debt               $7,079
Voorhees, LLC

MDK Properties                Lease of business           $5,950
premises

Worldwide Freight System,     Business debt               $5,117
Inc.

Erie Insurance Group          Business debt               $3,336

Indicium Design               Business debt               $2,785

Heinz USA                     Business debt               $2,283

DLC Leasing Company           Lease of copiers            $1,978

Stolle Wood Products Company  Business debt               $1,795

Venable Attorneys at Law      Business debt               $1,603

Boxboard Products             Business debt               $1,050

Madison River Communication   Business debt                 $879

Ragsdale Liggett              Business debt                 $829

Robert Grubba                 Reimburse issuance premium    $588

Federal Express Corp.         Business debt                 $548


MEDCO HEALTH: Completes $2.3 Billion Accredo Acquisition
--------------------------------------------------------
Medco Health Solutions, Inc. (NYSE: MHS) closed on its
$2.3 billion acquisition of Accredo Health, Incorporated creating
under the Medco umbrella the nation's largest specialty/biotech
pharmacy operation to serve the needs of patients with complex
conditions requiring advanced treatment -- increasingly with a
growing array of costly biotech medications.

The transaction, which was approved by Accredo shareholders on
Aug. 17, comes on the eve of Medco's second anniversary as a
public company and creates within Medco a specialty pharmacy
enterprise with more than $4 billion in annual revenues in a
segment regarded as the fastest-growing in pharmacy healthcare.

"The acquisition of Accredo complements our technologically
superior mail-order pharmacies, our award-winning Internet
pharmacy and nationally recognized clinical and customer care
centers, and secures leadership positions for Medco in each
strategically critical service area provided by pharmacy benefit
managers - allowing us to deliver the highest quality pharmacy
healthcare and the most convenient customer service at the lowest
possible cost," said David B. Snow Jr., Medco chairman, president
and CEO.

The transaction marks Medco's first major acquisition as a public
company, and expands Medco's specialty product line of more than
120 medicines with Accredo's lineup of 23 niche specialty drug
therapies across a broad spectrum of therapeutic categories.

Accredo will operate as an independent Medco business segment and
will report to Kenneth O. "Kenny" Klepper, Medco executive vice
president and chief operating officer.  Accredo Chief Executive
Officer David D. Stevens will continue in his position, overseeing
the company's current operations in addition to Medco Specialty,
which becomes part of the Accredo business segment.

"Medco has literally invented the technologies that enable
pharmacies to operate with unprecedented safety and efficiency,
while Accredo has developed an advanced model for 'high-touch'
clinical care," said Mr. Klepper.  "There is a great deal our
organizations can learn from one another and build on to enhance
our continued growth and success in pursuit of better serving our
clients and patients."

Mr. Klepper noted that with the addition of Accredo's core
expertise in managing complex conditions, Medco intends to move
forward with implementing a new PBM model that enables clients,
such as health plans, to collaborate on opportunities for
delivering an array of comprehensive therapeutic services that
recalibrate industry standards for excellence in clinical pharmacy
care.

Under the terms of the agreement, each Accredo share outstanding
was exchanged for $22.00 in cash and 0.49107 shares of Medco
common stock, or approximately $46.38 for each Accredo share
(based on a ten-day average closing price for Medco common stock
as calculated pursuant to the merger agreement).  Medco has issued
approximately 24.4 million shares to Accredo investors, giving
them an approximate 8.0 percent stake in the combined company.
With the close of the transaction, Accredo, which traded under the
symbol ACDO, will be delisted from the NASDAQ exchange.

Medco funded the cash portion of the transaction through a
combination of cash on hand, a new bank credit facility and its
existing asset securitization facility.  Medco expects the
transaction will be accretive in 2006.

Becoming the Largest Operation in the Booming Biopharmaceutical
Market Medco launched its specialty pharmacy operations in
February 2003.  To complement its capabilities, in early 2004
Medco forged a 10-year strategic alliance with Accredo to create a
single platform for all specialty pharmaceuticals, including
Accredo's portfolio of products and services.

Specialty pharmaceuticals are drugs that require special handling
and extensive clinical support.  Many of these expensive drugs are
medicines used to treat diseases such as hemophilia, multiple
sclerosis, growth hormone deficiency, immunodeficiencies,
pulmonary arterial hypertension (PAH) and other rare or complex
medical conditions.  Specialty drugs are also gaining wider use in
treating cancer, hepatitis, rheumatoid arthritis, asthma and other
ailments.  More than 300 biotech medicines are in the pipeline to
treat nearly 150 different diseases, making this a robust health
care category.

Accredo has earned a strong position as a niche provider of
specialized retail pharmacy and related services to
biopharmaceutical manufacturers and offering patients access to
therapies that frequently pose clinical challenges requiring
intervention by dedicated support teams.

"Bringing the resources of Medco to Accredo enhances the care we
can provide to patients afflicted with complex medical conditions,
and who rely on this very necessary, but costly, medical care,"
said Stevens.  "The volume of new biotech products reaching the
market presents an opportunity for us to work with patients and
clients, helping to ensure that the right medication reaches the
right patient at the right price so that we can achieve the best
possible therapeutic outcomes."

Specialty pharmaceuticals accounted for 8.5 percent of total
pharmacy spending in 2004, up from 5.6 percent in 2003, according
to Medco's 2005 Drug Trend Report. Specialty drug spending grew
20.4 percent in 2004, which is much higher than the aggregate 8.5
percent average trend for drug spending.

Medco Health Solutions (NYSE: MHS) -- http://www.medco.com/-- is  
a leader in managing prescription drug benefit programs that are
designed to drive down the cost of pharmacy healthcare for private
and public employers, health plans, labor unions and government
agencies of all sizes. Medco operates the largest mail-order and
Internet pharmacies and has been recognized for setting new
industry benchmarks for pharmacy dispensing quality.  Medco,
ranked by Fortune Magazine as one of America's "Most Admired"
healthcare companies, is a Fortune 50 company with 2004 revenues
of $35 billion.  Medco is traded on the New York Stock Exchange
under the symbol MHS.

                        *     *     *

Moody's Investors Service assigned its Ba1 rating to $500 million
of Medco's 7-1/4% senior notes due 2013.


MEDCO HEALTH: Board Okays $500 Million Stock Repurchase Program
---------------------------------------------------------------
The Board of Directors for Medco Health Solutions, Inc. (NYSE:
MHS) has unanimously approved a $500 million stock repurchase
program.  Under the plan, shares will be purchased in the open
market at times and in amounts deemed appropriate by the company's
senior management.

"This stock repurchase plan reflects the desire of Medco's Board
to drive continued value for our shareholders," said David B. Snow
Jr., Medco chairman, president and CEO.  "The Board will regularly
review the repurchase program, along with other strategies, such
as our recently completed acquisition of Accredo Health, as part
of an ongoing effort to optimize the use of our strong cash flow
to enhance Medco's growth and shareholder value."

Medco Health Solutions (NYSE: MHS) -- http://www.medco.com/-- is  
a leader in managing prescription drug benefit programs that are
designed to drive down the cost of pharmacy healthcare for private
and public employers, health plans, labor unions and government
agencies of all sizes. Medco operates the largest mail-order and
Internet pharmacies and has been recognized for setting new
industry benchmarks for pharmacy dispensing quality.  Medco,
ranked by Fortune Magazine as one of America's "Most Admired"
healthcare companies, is a Fortune 50 company with 2004 revenues
of $35 billion.  Medco is traded on the New York Stock Exchange
under the symbol MHS.

                        *     *     *

Moody's Investors Service assigned its Ba1 rating to $500 million
of Medco's 7-1/4% senior notes due 2013.


MEGA BLOKS: Moody's Rates $400 Million Facilities at Ba3
--------------------------------------------------------
Moody's Investors Service assigned first time ratings to Mega
Bloks Inc. in response to the company's announcement that it has
purchased Rose Art Industries, Inc. and its subsidiaries for
approximately $350 million, including $35 million of assumed Rose
Art debt.  The transaction will be financed with proceeds from:

   * a $400 million revolving credit and term loan facility;

   * $20 million of Mega Bloks common shares sold to Rose Art
     principals; and

   * $55 million of privately-placed subscription receipts that
     have been exchanged for Mega Bloks common equity at the end
     of July.

Concurrently, Moody's assigned a Speculative Grade Liquidity
Rating of SGL-3 to reflect the expectation of adequate near-term
liquidity for the combined company.

Today's ratings actions were:

   -- Assigned a Ba3 Corporate Family Rating to Mega Bloks Inc.

   -- Assigned a Ba3 rating on the $60 million, 5-year revolving
      credit facility of Mega Bloks Inc.

   -- Assigned a Ba3 rating on the $40 million, 5-year revolving
      credit facility of Mega Bloks US

   -- Assigned a Ba3 rating to the $40 million, 5-year term loan A
      facility of Mega Bloks Inc.

   -- Assigned a Ba3 rating to the $260 million 7-year term loan B
      facility of Mega Bloks Finco

   -- Assigned a Speculative Grade Liquidity Rating of SGL-3 to
      Mega Bloks Inc.

The rating outlook is stable

The ratings are constrained by:

   * the significant customer concentration and seasonality of
     revenue;

   * earnings and cash flow, despite the addition of Rose Art's
     new distribution channels (such as office supply and arts &
     crafts stores); and

   * less seasonal revenue (approximately 40% of Rose Art's
     revenue is derived in the first half of the year, versus 25%
     for Mega Bloks).

The ratings are also constrained by the limited size of the
combined company (proforma LTM March 31, 2005 revenue of about
$520 million).  Although Moody's views favorably the retention of
Rose Art senior management into the Mega Bloks experienced
management team, the rating reflects some risk surrounding the
integration of such a large transaction, as it is Mega Bloks'
first acquisition to date and will immediately double the size of
the company.

The agency also noted that Mega Bloks ratings are further
constrained by the risks inherent in the toy industry, such as:

   * the changing play patterns of children;

   * competition from other technology based learning and
     entertainment mediums;

   * the continued linkage with entertainment properties;

   * the highly concentrated retail environment, highly seasonal
     nature of the industry; and

   * sensitivity to raw material prices and foreign exchange risk.

From a ratings perspective, Moody's believes that these challenges
require a toy company to have greater financial flexibility than
similarly rated companies in other consumer-related businesses.

The ratings acknowledge the benefits of the Rose Art acquisition,
which will enhance the combined company's leading positions in the
construction toy and arts & crafts product segments.  Moody's
noted that the acquisition will reduce the highly seasonal nature
of Mega Bloks business, which should reduce potential seasonal
borrowing under the new revolving credit facilities going forward,
and create opportunities for the expansion of Mega Bloks products
into new channels in the US, while Rose Art should benefit from
Mega Bloks' highly-developed international distribution network.
Approximately 10% of Rose Art's 2004 revenue was derived
internationally, compared to 43% of Mega Bloks'.  The rating
agency also noted that Mega Bloks' international business has
demonstrated strong growth over the last several years, which
should continue in the near-to-intermediate term as the company
enters new, sizeable markets such as in Germany and Asia.

The ratings also acknowledge the strengths of the company's
branded portfolio, which has translated into strong operating
margins and EBIT return on assets which is expected to continue
through the intermediate term.  In Moody's view, potential
synergies of $7 to $10 million annually are achievable, and stem
from cross-selling opportunities and expansion into new channels
and markets for each company, potential cost saving initiatives
(including global outsourcing and transitioning to low cost
manufacturing environments), and the tax benefits related to the
amortization of goodwill over the next 15 years.

Furthermore, the ratings reflect the company's moderately-
leveraged capital structure, as well as Moody's expectation of
rapid debt reduction through continued profitability and cash flow
going forward.  At 6.6x Rose Art's LTM March 31, 2005 Adjusted
EBITDA, the transaction appears reasonably priced.  The combined
company's proforma LTM March 31, 2005 Debt-to-EBITDA (calculated
using Moody's Standard Adjustments) is 3.3 times.

The SGL-3 rating reflects the expectation of adequate near-term
liquidity for the combined company, supported by positive, yet
seasonal, cash flows and modest cash balances.  The company is
expected to produce positive free cash flow over the next twelve
month period.  However, the company may be required to borrow
under the revolving credit facility to support peak working
capital requirements and modest term loan amortization should the
potential $50 million earn out payment be made in early 2006.
Satisfactory headroom under the three proposed financial covenants
is anticipated, which should result in orderly access to the
revolver.  The majority of assets are encumbered, thus  
constraining the liquidity rating.

The stable ratings outlook reflects some tolerance for modest
fluctuations in credit statistics over the near-to-intermediate
term.  However, the stability of the outlook is highly sensitive
to the execution risks of the integration and restructuring
efforts, as well as the continued growth in the combined company's
international and US business.  Should these deviate materially
from Moody's expectations, or if planned organic growth strategies
do not appear to be gaining traction, the ratings outlook could
change to negative.  

Additionally, significant increases in financial leverage or
reduction in free cash flow generation throughout the near term
could also trigger a negative change in the outlook.  The stable
ratings outlook also assumes that:

   * the company will continue to maintain its stated core
     business strategy;

   * grow the business in the US and internationally;

   * manage liquidity effectively; and

   * improve debt protection measures through debt reduction.

It will likely take some time before the ratings outlook could
change to positive given the absence of a proven record as a
combined entity with publicly rated debt.  A change to a positive
ratings outlook could result from sustained profitability
improvements such that operating margins significantly exceed 15%,
if Debt-to-EBITDA improves to below 2 times, and if free cash
flow-to-debt exceeds 20%.

The Ba3 rating assigned to the proposed $100 million secured
revolving credit facility and $300 million secured term loans are
equal to the Corporate Family Rating, reflecting the priority
position in the capital structure, and the benefits and
limitations of the collateral package, which includes a perfected
first priority lien on substantially all tangible and intangible
assets of Mega Bloks and its subsidiaries (including Rose Art and
certain subsidiaries).  The facility and term loan also benefit
from a full and unconditional guaranty by Mega Bloks (in the case
of subsidiary borrowings) and all direct and indirect material
subsidiaries.  Financial covenants for the secured credit facility
address:

   * maximum leverage;
   * maximum senior leverage; and
   * minimum fixed charge coverage.

Based in Montreal, Canada, Mega Bloks Inc. is the world's second-
largest manufacturer and marketer of construction toys in the
world with FY2004 revenue exceeding $230 million.  Based in
Livingston, New Jersey, privately-held Rose Art Industries, Inc.
and its subsidiaries form the second-largest manufacturer and
marketer of arts and crafts products in the US with FY2004 revenue
exceeding $240 million.


MILLBURN PEAT: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Millburn Peat Company, Inc.
             9999 baseline Road
             Avilla, Indiana 46710

Bankruptcy Case No.: 05-14218

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Klumb Company                              05-14221
      Green Thumb of Georgia, L.L.C.             05-14225     

Type of Business: The Debtor is an affiliate of Green Thumb of
                  Indiana, L.L.C., which filed for chapter 11
                  protection on Aug. 22, 2005 (Bankr. N.D. Ind.
                  Case No. 05-14171).  Green Thumb of Indiana,
                  L.L.C.'s chapter 11 filing was reported in the
                  Troubled Company Reporter on Aug. 24, 2004.

Chapter 11 Petition Date: August 23, 2005

Court: Northern District of Indiana (Fort Wayne)

Debtor's Counsel:

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Millburn Peat Company, Inc.  $1 Million to       $1 Million to
                             $10 Million         $10 Million   

Klumb Company                $1 Million to       $1 Million to
                             $10 Million         $10 Million   

Green Thumb of Georgia,      $1 Million to       $1 Million to
L.L.C.                       $10 Million         $10 Million   

A. Millburn Peat Company, Inc.'s 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sam Pitulla                                           $2,337,117
3525 Cass Court, Suite T4S
Oak Brook, IL 60523

United Industries Corp.                               $1,581,772
2150 Scheutz Road
Saint Louis, MO 63146     

Polypak America                                         $312,273
2939 E. Washington Blvd.
Los Angeles, CA 90023

PVP Industries Inc.                                      $82,026

Sun-Gro Horticulture                                     $73,253

Conrad FaFard Inc.                                       $54,546

Gault Davison, P.C.           Legal fees                 $23,411

Trinity Packaging Corp.                                  $20,819

Carleton Equipment Co.                                   $17,729

Sam Pitulla                                              $12,000

Power Brake & Spring                                      $2,394

Beckman Lawson, LLP           Legal fees, expenses,       $1,261
                              interest

Shaffner Tire Service                                     $1,193

Larson-Danielson Construction                               $829
Co.

Transport International Pool                                $406

Schnable Alarm Systems Inc.                                 $231

Kemp's Office City                                          $141

Laughlin Hardware Inc.                                       $95  

B. Klumb Company's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sam Pitulla                                           $2,337,117
3525 Cass Court, Suite T4S
Oak Brook, IL 60523

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

Smurfit-Stone Cont. Ent.                                 $27,351

Coxco Inc.                                               $21,592

The Scotts Company                                       $12,800

Sam Pitulla                                              $12,000  

Beckman Lawson, LLP           Legal fees                  $3,176

Motion Industries Inc.                                    $2,441

Heartland Express                                           $962

Primary Marking System, Inc.                                $191

Beckman Lawson, LLP           Interest                      $177


C. Green Thumb of Georgia, L.L.C.'s 10 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sam Pitulla                                           $2,337,117
3525 Cass Court, Suite T4S
Oak Brook, IL 60523

United Industries Corp.                               $1,581,772
2150 Scheutz Road
Saint Louis, MO 63146     

Complete Drives Inc.                                     $54,546
6419 Discount Drive
Fort Wayne, IN 46818

First Coast Pallet Inc.                                  $19,842

Advantage Transportation Inc.                            $14,518

Sam Pitulla                                              $12,000

U.S. Mulch Ltd.                                           $4,670

Smiley Paperboard                                         $2,880

Yancey Brothers Co.                                         $859

Reliable Office Supplies                                     $74


MIRANT CORP: Battles With Kern River Over $153MM Rejection Claim
----------------------------------------------------------------
Lawyers for Mirant Corporation and its debtor-affiliates, Dan
Woods, Esq., and Ron Gorsich, Esq., at White & Case LLP, and Jeff
Prostok, Esq., at Forshey & Prostok LLP, report that the trial on
the Debtors' objection to Kern River Gas Transmission Company's
claim commenced May 16, 2005, before Judge Lynn.  The hearing
lasted eight court days: May 16-18, May 31, June 1-2, and
July 6-7.

David W. Elrod, Esq., and Craig Tadlock, Esq., at Elrod PLLC,
represent Kern River in the Debtors' Chapter 11 cases.

The trial has been completed and the Court required the parties
to submit their post-trial briefs.

                Debtors' Proposed Findings of Fact
                      and Conclusions of Law

The Debtors note that the person in charge of marketing the
former MAEM capacity, Kern River's Manager of Business and
Development Greg Snow, never appeared at trial.  In addition,
Kirk Morgan, Kern River's Vice-President of Marketing and
Regulatory Affairs, who was designated by Kern River as its most
knowledgeable person on mitigation efforts, was on another
assignment from January through May 2004 and was not involved on
a day-to-day basis in marketing the MAEM capacity.

The person who took Mr. Morgan's job during that time, John
Smith, Kern River's Director of Regulatory and Governmental
Affairs, testified that he was not involved in marketing the MAEM
capacity because he was tied up with Kern River's rate case filed
before the Federal Energy Regulatory Commission in April 2004.

Pursuant to the rate case, Kern River proposed that FERC approve
a rate increase for shippers on Kern River's pipeline.  Kern
River alleged that it had experienced an increase in its cost of
service by $40.1 million, that a $43 million increase was used
for rate design of transportation rates, and that the overall
cost of service was $347.4 million.

Kern River proposed an increase in its return on equity
investment from 13.25% to 15.1%.  The calculation of Kern River's
proposals was based in part on the losses Kern River sustained as
a result of the rejection of the Kern River Agreement.  Some
shipper intervenors proposed other methods by which Kern River
can recover its costs of service.  An initial decision on the
rate case is expected in November 2005.

The Debtors tell the Court that Kern River failed to take active
steps to mitigate its damages by selling the MAEM capacity as
firm transportation.  Once the Kern River Agreement was rejected,
Kern River posted the capacity as awardable firm transportation
on its electronic bulletin board accessible on Kern River's
Internet Web site.  FERC regulations require that a pipeline post
its available firm transportation.  Although Kern River posted
the MAEM capacity on its electronic bulletin board, it
established minimum threshold rates that were artificially high,
well above market rate, and at first undisclosed to potential
purchasers.

Mr. Morgan testified that the factors Kern River considered in
setting the minimum threshold rates included FERC rate case
considerations, pipeline expansion considerations and
considerations relating to most favored nations provisions in
Kern River's contracts with certain shippers.  Mr. Morgan
testified that Kern River did not disclose the minimum threshold
rates because it was trying to determine the market rates and was
afraid that disclosure might discourage shippers from bidding
higher than those rates.

However, Mr. Morgan admitted that the minimum threshold rates
were above market rates.  Mr. Morgan also confirmed that when
Kern River received bids to purchase the MAEM capacity as firm
capacity, it did not inform MAEM about those bids.

The Debtors also relate that Kern River executive and marketing
manager Lynn Dahlberg testified that, if a potential customer
inquired about available capacity, Kern River would mention the
MAEM capacity, along with capacity available from several other
shippers. In presentations to utilities about Kern River's
system, Kern River would mention the available MAEM capacity. She
admitted that this was the extent of Kern River's active efforts
to mitigate its damages by reselling the MAEM capacity.

The Debtors tell Judge Lynn that sales of the MAEM capacity as
firm transportation would have allowed Kern River to recoup at
least 54.3% of its loss.  MAEM expert witness Dr. Jeff Makholm,
an economist specializing in the energy field and an expert on
pipeline capacity issues, testified how Kern River could have
sold the MAEM capacity as firm transportation in the secondary
market for pipeline capacity and recouped 54.3% of the Kern River
Agreement contract price.

The Debtors note that Dr. Makholm's opinion is corroborated by a
report dated April 28, 2003, prepared by Pace Global Energy
Services at the request of Kern River and by independent
government studies.  Therefore, Kern River's claim must be
reduced by at least 54.3%, or $114,144,324, the value of the MAEM
capacity as of the rejection date.

The Debtors also assert that the testimony of Kern River's expert
witness R. Thomas Beach regarding the value of the MAEM capacity
was not credible.  Mr. Beach admitted several errors in his
valuation and changed his testimony twice concerning the proper
amount of mitigation.  His testimony was based on many flawed
assumptions and on incomplete and inadequate work.

Mr. Beach's initial opinion was that Kern River would be able to
mitigate only $53.8 million of its damages.  That figure was
based in part on the existence of most favored nations provisions
in some of Kern River's contracts with its shippers.  He later
increased that amount by $1,976,000 due to his miscalculation of
the date on which the MFN clauses would no longer apply.

Mr. Beach also admitted during the second day of his trial
testimony that he had made an error in his fuel rate assumption
that resulted in an increase in his calculation of the amount of
mitigation by $3 million.  As a result of these errors, Mr.
Beach's estimate of the amount of mitigation rose to $58,502,000.  
Even as corrected, this is not the correct amount of mitigation.

Kern River also failed to take active steps to mitigate its
damages by selling the MAEM capacity in short-term transactions
or as interruptible transportation. These sales would have
further reduced Kern River's loss.

The Debtors point out that Kern River has made several admissions
concerning mitigation it could achieve from sales of the MAEM
capacity as short-term or interruptible transportation.  In her
testimony in the FERC rate case submitted April 30, 2004, Ms.
Dahlberg estimated that Kern River would receive $6,100,512 from
the sale of the MAEM capacity as interruptible capacity in the 12
months ending October 1, 2004.  She calculated this using a rate
of $0.255 per Dth/d.  

In his testimony in the FERC rate case submitted April 30, 2004,
Kern River executive Bruce Warner said Kern River would derive
$6,788,438 from the sale of the MAEM capacity during the 12
months ending October 1, 2004.

In his testimony in the FERC rate case submitted April 30, 2004,
Mr. Smith said the expected amount of mitigation of the Kern
River Agreement would be less than 50%.

In the fourth quarter of 2004, Kern River reported to its parent
company MidAmerican Energy Holdings Company that the amount of
revenue Kern River would derive from the sale of interruptible
transportation in 2004 was $6.6 million that would partially
mitigate MAEM's default.

Using the $6.6 million figure for 14.3 years of the remaining
term of the contract yields $94.3 million, the Debtors maintain.  
This amount must be increased by $7.7 million for the final year
of the contract in which the MFN provisions would not prohibit
full mitigation.  Therefore, based on Kern River's admissions in
the FERC rate case and its admissions to its parent company,
total mitigation should equal $102.8 million.

Mr. Smith also told the Court that Kern River has included in the
$347 million in total cost of service it seeks to recover in the
FERC rate case, the entire cost of service for the Kern River
Agreement.  The Debtors note that if Kern River recovers that
amount, it will have recovered 100% of its losses due to MAEM's
rejection of the Agreement.

The Debtors point out that, while Kern River had to file the FERC
rate case in 2004, it decided what increase to request and
decided how to treat the MAEM capacity in the rate case.  Kern
River treated the MAEM capacity in the rate case as it did
because it was optimistic about its ability to remarket the MAEM
capacity through an open season for its next expansion project.

The Debtors further argue that Kern River's claim must be reduced
to net present value as of July 14, 2003.  The Debtors note that
in mid-2003, MAEM faced significant business environment risk,
including risk associated with prevailing general energy market
conditions and economic environment for energy merchants.

MAEM expert witness Dr. Cindy Ma, a CPA and financial analyst,
testified that the appropriate discount rate to apply in reducing
Kern River's claim to net present value is the risk-adjusted rate
of 15.92%.  She testified that as of July 13, 2003, the contract
breach date, Mirant Corp.'s incremental borrowing rate was 15.92%
as reflected in its long-term bond.  This rate includes a risk
free rate of 4.65%, which was the yield of the 20-year U.S.
Treasury bond in the week preceding the Petition date, and a non-
payment risk premium of 11.28%.

Dr. Ma's opinion is corroborated by her analysis of incremental
borrowing rates of other financially distressed companies, the
Debtors tell Judge Lynn.  She testified that the 11.28% non-
payment risk premium is conservative in comparison with the
borrowing costs of other financially distressed companies.  Her
analysis of Enron Corporation, Adelphia Communications
Corporation, United Air Lines Inc., and Federal Mogul Corporation
immediately before their bankruptcy filings shows credit spreads
above 15.92%.

Kern River also drew on the letters of credit that secured MAEM's
obligations under the Kern River Agreement and applied the cash
security toward the alleged amounts owed to it.  The Debtors
assert that the amount Kern River received by executing on the
letters of credit, $14,751,589, must be subtracted from the net
present value of Kern River's claim.

A full-text copy of the Debtors' Proposed Findings of Fact and
Conclusions of Law is available for free at:

           http://bankrupt.com/misc/mirant_facts&law.pdf

              Kern River's Proposed Findings of Fact
                      and Conclusions of Law

Kern River tells Judge Lynn the damages it seeks arise directly
from the Debtors' rejection of the Agreement.  The damages are
for the reservation charges for firm transportation capacity on
the Kern River pipeline for the 14-plus years remaining on the
term of the Kern River Agreement at the time of rejection.  

Kern River asserts that, as with all firm transportation
agreements on its pipeline, full reservation charges are payable
under the Agreement regardless of whether the shipper actually
flows gas through the pipeline.  Each component of the
calculation of Kern River's damages for the amount due under the
contract is known and fixed.  The total amount of Kern River's
claim for rejection damages for breach of contract, exclusive of
mitigation, is $210,210,543.

Kern River assures the Court that it has made reasonable efforts
to mitigate its damages.  However, it has only been able to
partially mitigate its losses on some days, and it has not been
able to mitigate its losses in the future by sales of firm
capacity.

Kern River continues to make reasonable efforts to mitigate, but
that is an ongoing effort subject to the uncertainties of its
fortunes in its business.  Kern River at best will be able to
mitigate only a portion of its losses through future sales of
pipeline capacity.  Kern River says its stream of potential
future mitigation, if any, is uncertain, unliquidated, and not
fixed.

Kern River explains that the MFN Contracts restrict it from
selling discounted firm transportation capacity at rates below
the MFN threshold rates, but they do not restrict non-affiliated
shippers like MAEM from reselling their own firm capacity through
capacity release transactions at rates below the MFN threshold
rates.  The Debtors were not subject to the additional risks and
losses that Kern River would incur because of the MFN rights.

Kern River asserts that the Debtors knew, as of the Petition Date
and continuing up to and including the date of rejection, that
the MFN Contracts would impair its ability to remarket and resell
the former MAEM capacity.

Before the date of rejection, Mr. Morgan of Kern River and John
Hogan, MAEM's Director of Gas and Fuel Procurement, discussed the
MFN Contracts and their impact, and as a result of that
conversation Mr. Hogan and MAEM knew before it rejected that it
would be extremely difficult for Kern River to resell the
capacity under the Kern River Agreement.

Up to and including the rejection date, the Debtors took
absolutely no actions to market, release or resell the capacity
under the Kern River Agreement.  The Debtors did not attempt to
find a third party to acquire the capacity nor took any steps to
mitigate the damages caused by their rejection.  During this time
period, Kern River says the Debtors had the right to market,
release and resell the capacity under the Kern River Agreement
and, in fact, were the only party with the right to do so,
because Kern River could not.  Kern River points out that there
exists an active market for capacity release transactions whereby
the Debtors could have resold all or part of the capacity prior
to rejection.

Kern River also notes that the Debtors knew as of the Petition
Date that they would need only 30,000 Dth/day of firm capacity on
the Kern River pipeline to serve the needs of their Apex power
plant in southern Nevada, substantially less than the 90,000
Dth/day in the Kern River Agreement, yet the Debtors took no
actions to market, release or resell the capacity under the Kern
River Agreement up to and including the rejection date.

By refusing to take steps to mitigate damages, Kern River says
the Debtors have frustrated its ability to mitigate and prevented
it from being able to more fully mitigate its rejection damages
without incurring unreasonable risk, expenditures, or loss.  
Moreover, by rejecting the Agreement while having knowledge of
the MFN Contracts, the Debtors took action that they knew would
increase the net damages to Kern River.

Kern River informs the Court that its 2004 Open Season process
and the complete lack of customer interest in response are
evidence that there is insufficient market demand to resell the
former MAEM Capacity in the near future on a firm basis at any
rate that would not violate the MFN provisions.  In the Kern
River 2004 Open Season, which ended in January 2005, shippers
expressed no interest in new expansion capacity on the Kern River
pipeline and offered approximately 440,000 Dth/day of firm
capacity for turn-back.  As a result of the 2004 Open Season,
Kern River dropped all plans for an expansion of the Kern River
pipeline in 2007.

Kern River also asserts that the report and testimony of the
Debtors' expert Dr. Makholm cannot be utilized as measure of
mitigation because it ignores the effect of the MFN Contracts and
thus is not consistent with reasonable efforts to mitigate on the
part of Kern River.  In addition, the capacity release
transactions analyzed by Dr. Makholm are not reflective of the
relevant market for capacity on the Kern River pipeline for
purposes of assessing mitigation.

In contrast, the report and testimony of Kern River's expert Mr.
Beach provide the proper measure of mitigation in this case.  Mr.
Beach's report and testimony show the mitigation that Kern River
has achieved and will be able to achieve in the future with
reasonable efforts.

Kern River also notes that any potential rate increase that may
result from its pending FERC rate case does not constitute
mitigation of its damages resulting from the rejection of the
Agreement.  Regardless of whether the damages resulting from the
Debtors' rejection might be passed on to Kern River's remaining
shippers through the rate case, the Debtor receives no credit for
mitigation based on Kern River's potential recovery in its rate
case.

A full-text copy of Kern River's Proposed Findings of Fact and
Conclusions of Law is available for free at:

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

      Court Keeps FERC-related Exhibits & Testimony Under Seal

Judge Lynn has ordered the sealing all of the exhibits and
transcripts of testimony from the Kern River Hearing.

However, the Debtors and Kern River agreed to unseal most of the
exhibits and transcripts of testimony from the Kern River
Hearing.  Certain remaining exhibits and portions of the
transcript will remain under permanent seal.

According to Judge Lynn, Kern River has established sufficient
interest in the confidential and proprietary nature of the Sealed
Documents and the potential for competitive harm if they are
disclosed to justify permanent sealing.

Judge Lynn notes that some of Sealed Documents are subject to a
protective order in Kern River's pending FERC rate case
proceeding and other FERC regulations that prevent their
disclosure.

The Sealed Documents will be kept under seal in any appeals taken
from or related to the Kern River Hearing unless unsealed by
subsequent order of the Bankruptcy Court or any court undertaking
the appellate review.

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: Valuation Implementation Panel Discloses Timeline
--------------------------------------------------------------
The Valuation Implementation Committee in Mirant Corporation and
its debtor-affiliates' chapter 11 cases comprising of:

   -- the Debtors under the supervision of Curtis Morgan,

   -- The Blackstone Group under the supervision of Tim Coleman,
      and

   -- William Snyder, the Chapter 11 Examiner, as supervisor of
      the entire valuation process.

has worked to develop a timeline and plan for implementation of
Judge Lynn's Letter Ruling.

As reported in the Troubled Company Reporter on July 7, 2005,
Judge Lynn reached certain conclusions regarding modifications
necessary to the Debtors' 2005 Business Plan and the report of The
Blackstone Group, to be used in determining the enterprise value
of Mirant, after a 23-day hearing in Fort Worth, Texas.

The Wall Street Journal summarizes the different valuations of the
parties, in a previous report:

       $8 billion   -- Creditors' committee, led by Citigroup
       $9 billion   -- Company
      $13 billion++ -- shareholder group

A full-text copy of the Timeline and Valuation Implementation
Plan is available for free at:

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

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


MIRANT CORP: Equity Panel & Phoenix Want PIRA Forecasts Clarified
-----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Mirant Corporation and its debtor-affiliates' chapter 11 cases,
and Phoenix Partners LP, Phoenix Partners II LP, and Phaeton
International (BVI) Ltd., ask the U.S. Bankruptcy Court for the
Northern District of Texas to clarify or reconsider the directive
in its July 26, 2005, Supplemental Letter Ruling, in connection
with the Court's ruling on the Debtors' valuation procedures.

The Supplemental Letter Ruling provides that "unless PIRA issues a
new long-term coal forecast by July 31, [2005], its forecasts for
all commodities will be excluded."

Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., in
Austin, Texas, relates that the Equity/Phoenix Parties were
informed that PIRA released an electricity market forecast report
containing coal price forecasts on June 29, 2005.  "[T]he
June 29, 2005, PIRA electricity market forecast reflects a
position by PIRA that its previous long-term coal price forecast
does not require modification at this time.  [That] reaffirmation
on June 29, 2005, by PIRA of its long-term coal price forecast
should be deemed to constitute a new long-term coal price
forecast within the terms of the Court's July 26, 2005,
Supplemental Letter Ruling."

Mr. Taube further relates that the Equity Committee requested
that the VIC include in the valuation update process PIRA's
commodity forecasts.  However, the VIC, Mr. Taube alleges, took
the position that the forecasts contained in the June 29th PIRA
report would not be deemed to be "long-term" forecasts because
the report only updated coal prices through 2006, and that the
PIRA forecasts would be excluded for all purposes.

Therefore, the Equity/Phoenix Parties ask the Court to:

    -- clarify and determine that the June 29, 2005, PIRA report
       constitutes a sufficient updating of PIRA's coal forecast
       within the meaning of the Court's July 26, 2005,
       Supplemental Letter Ruling; or

    -- reconsider its July 26, 2005, Supplemental Letter Ruling
       and adopt the position originally advocated by the VIC with
       regard to the PIRA forecasts in the VIC's July 19, 2005,
       proposed workplan to implement the valuation update.

The Equity/Phoenix Parties assert that it is imperative that the
PIRA forecasts be included in the valuation analysis given the
undisputed trial testimony by the Debtors' Chief Operating
Officer, Curtis A. Morgan, that:

      (i) PIRA's long-term natural gas forecasts was one of the
          "primar[y]" third-party data sources relied on by the
          Debtors in developing their Business Plans;

     (ii) PIRA's crude oil forecasts were also relied on by the
          Debtors in their 2005 business planning process; and

    (iii) the PIRA forecasts should be used under one of two
          alternative proposals, given the position of the VIC in
          its July 19, 2005, workplan to implement the valuation
          update.

"In stark contrast, simply ignoring PIRA's forecasts will, on
information and belief, materially depress the Debtors'
enterprise value in a manner that the Equity/Phoenix Parties do
not believe is appropriate or intended by [the] Court," Mr. Taube
contends.  "Moreover, excluding PIRA's forecasts would be
inconsistent with the overall tenor of the Court's valuation
ruling and the proposal made by the VIC for inclusion of PIRA's
forecast data in its implementation plan for its valuation
update."

The Equity/Phoenix Parties believe that it is critical that the
Court confirm that PIRA has updated its long-term coal price
forecasts for purposes of implementing the Court's ruling on
valuation.

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)


MORGAN STANLEY: Fitch Lifts $20.8MM Certs. Three Notches to BB+
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I, Inc.'s commercial
mortgage pass-through certificates, series 1997-C1:

     -- $19.2 million class F to 'AA' from 'A+';
     -- $11.2 million class G to 'A' from 'BBB+';
     -- $20.8 million class H to 'BB+' from 'B+'.

In addition, Fitch affirms these certificates:

     -- $34.6 million class A-1C 'AAA';
     -- Interest-only class IO-1 'AAA';
     -- $51.3 million class B 'AAA';
     -- $38.4 million class C 'AAA';
     -- $35.2 million class D 'AAA';

The $6.4 million class E and the $20.4 million class J
certificates are not rated by Fitch.

The upgrades are primarily the result of increased credit
enhancement levels due to loan payoffs and amortization.  As of
the August 2005 distribution date, the pool's collateral balance
has been reduced by 63%, to $237.6 million from $640.7 million at
issuance.  No loans are currently specially serviced or
delinquent.

Fitch remains concerned with the increasing concentration of
healthcare loans (32%).  However, these loans continue to perform
and Fitch analyzed the concentration in the context of the entire
pool.  Given the increased credit enhancement and the limited
number of loans of concern, the upgrades are warranted.


MORGAN STANLEY: Fitch Keeps BB+ Rating on $10 Million Certs.
------------------------------------------------------------
(Fitch Ratings-New York-August 23, 2005)

Fitch Ratings affirms Morgan Stanley Capital I Trust 2003-IQ4 MM:

    -- $10.0 million class MM-A at 'BB+';
    -- $5.0 million class MM-B at 'BB+'.

The affirmations are the result of the stable cash flow
performance, strong in-line sales, and experienced ownership and
management.

As part of its review, Fitch analyzed the performance of the whole
loan and its underlying collateral.  The Fitch adjusted debt
service coverage ratio for the whole loan was 1.28 times (x)
compared to 1.26x at issuance.  As of April 2005, mall occupancy
improved to 98.3% from 97.8% at issuance, while in-line occupancy
improved to 96.4% from 95.3% at issuance.

The loan is secured by the fee-simple interest in the 518,153
square feet of in-line space at the Mall at Millenia in Orlando,
FL. T he two-level enclosed mall is anchored by Macy's,
Bloomingdale's and Neiman Marcus, each of which owns its land and
improvements.

The certificates are collateralized by a $15 million B-note.  The
B-note is subordinate to a senior mortgage which totals $195.0
million bringing the total debt to $210.0 million.  The senior
portion has been divided into four pari passu notes: notes A-1 and
A-2, totaling $70 million, have been contributed to the Morgan
Stanley 2003-IQ4 trust.  Note A-3 is part of the GMAC 2003-C3
transaction and has a current balance of $67.5 million.  Note A-4
is part of the Morgan Stanley Capital I Trust 2004-HQ4 transaction
and has a current balance of $57.5 million.


NAVIGATOR GAS: Deemster Kerruish Orders Winding-Down of Business
----------------------------------------------------------------
Deemster Kerruish of the High Court of Justice of the Isle of Man
ordered that Navigator Gas Transport plc and its subsidiaries
commence an orderly liquidation of its businesses.  The Court also
ordered that an independent liquidator be appointed in the
Debtor's winding-down proceedings to control its business.

In his ruling, Deemster Kerruish "rejected each and every
complaint, argument and submission made by Navigator Gas in its
opposition to the (winding-up) Petitions" brought by the Chair of
the Official Committee of Unsecured Creditors, Lehman Brothers
Inc.  The Deemster found that, "on their own evidence," the
Navigator companies, an indirect subsidiary of Vela Energy, the
ultimate parent of the Navigator companies, are "distressingly
insolvent."

Flatly rejecting an unsworn document purportedly signed by
Giovanni Mahler in support of Navigator Gas' opposition to the
winding-up petitions, the Deemster held that, "Mr. Mahler's
calculations, assumptions and assertions do not withstand analysis
and, as to his assumptions, fly in the face of reality."  Giving
"no weight to the Mahler document," the Deemster emphasized that
the petitions were a "perfectly proper, legitimate and beneficial
use of the winding-up process, especially when it is what the
majority of creditors desire."

In finding "no ground or merit" to Navigator Gas' opposition, the
Deemster also held that the views of Navigator Gas "ought not to
be regarded as those of an independent creditor."  The Debtor's
views, together with Mr. Mahler, already is subject to multi-
million dollar contempt sanctions imposed by Judge Blackshear in
the United States Bankruptcy Court of the Southern District of New
York

The Deemster specifically referenced the indisputable fact that
Navigator Gas and each of the Chapter 11 debtor companies "all
share common directors, who include Mr. Mahler...."

Deemster Kerruish refused to stay the winding-up order pending any
proposed appeal by Navigator Gas.  While business will continue as
usual, implementation of the winding-up procedure is thus set to
immediately begin.

The Committee is delighted by Deemster Kerruish's decision and
looks forward to working with the liquidator to resolve the
Navigator insolvencies in accordance with the wishes of bona fide
creditors.

Navigator Gas Transport PLC's business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company filed for
chapter 11 protection on January 27, 2003 (Bankr. S.D.N.Y. Case
No. 03-10471).  Adam L. Shiff, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $197,243,082 in assets and
$384,314,744 in liabilities.


NISSAN OF ERIE: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nissan of Erie, Inc.
        9380 Peach Street
        Waterford, Pennsylvania 16441

Bankruptcy Case No.: 05-12771

Type of Business: The Debtor sells, leases, and
                  repairs Nissan-brand cars.
                  See http://www.nissanoferie.com/

Chapter 11 Petition Date: August 23, 2005

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Stephen H. Hutzelman, Esq.
                  Shapira, Hutzelman, Berlin & May
                  305 West Sixth Street
                  Erie, Pennsylvania 16507
                  Tel: (814) 452-6800
                  Fax: (814) 456-2227

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
John P. Watt                                    $431,293
5105 Exeter Road
Erie, PA 16509

Times Publishing Company                         $75,000
205 West 12th Street
Erie, PA 16534

Reynolds & Reynolds                              $15,457
23150 Network Place
Chicago, IL 60673

New Motors, Inc.                                 $13,252

Modern Consumer                                   $6,432

AZ Commercial                                     $5,341

G.J. Miller Auto                                  $4,212

Brite O Matic                                     $3,975

Springs Body Shop Supplies                        $3,348

Harrington Industrial Laundry                     $2,997

Time Warner Jamestown                             $2,730

Hallman Chevrolet, Inc.                           $2,433

Kearsarge Auto Parts                              $2,175

Reyna Financial Corp.                             $1,955

Triplett ASAP                                     $1,400

Erie Tires for Less                                 $883


NVF COMPANY: Hires Frank Romanelli as Business Consultant
---------------------------------------------------------
NVF Company, and its debtor-affiliate, sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware for permission to employ and retain Frank Romanelli as
their business consultant, nunc pro tunc Aug. 3, 2005.

Mr. Romanelli will:

    (1) prepare, review and implement a business plan;

    (2) assist in liquidating the Debtors' non-essential assets;

    (3) assist the Debtor in complying with the requirements of
        the Bankruptcy Code; and

    (4) perform other duties as the Debtors deem necessary.

The Debtors tell the Court that Mr. Romanelli will be paid a
monthly fee of $15,000.  Mr. Romanelli will also be entitled to
receive a deferred compensation of $45,000 upon:

    (a) termination of services without cause;

    (b) the termination date; and

    (c) confirmation and consummation of a plan of reorganization
        or liquidation.

Mr. Romanelli will also be entitled to a performance bonus of
$45,000 payable upon:

    (a) confirmation and consummation of a plan of reorganization
        or liquidation; and

    (b) the termination date,

provided that the Debtors' case is still in chapter 11 and has not
been converted or dismissed.

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

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


OWENS CORNING: Objects to OCI Chemical's $5 Million Claim
---------------------------------------------------------
Soda ash is an essential raw material for glass that Owens Corning
and its debtor-affiliates use in the building materials systems
segment of their business to manufacture thermal and acoustical
insulation.

OCI Chemical Corporation and Owens Corning are parties to a
contract entered into on January 1, 1997, for the sale of soda
ash.  Pursuant to the terms of the Contract, OCI Chemical agreed
to supply Owens Corning with its requirements for soda ash at six
plants located in Kansas City, Kansas; Delmar, New York; Mt.
Vernon, Ohio; Newark, Ohio; Waxahachie, Texas; and Salt Lake
City, Utah.

Before the Debtors filed for bankruptcy, OCI Chemical supplied 75%
of the Debtors' requirements for soda ash.  

The Contract's term, initially from January 1, 1997, to
December 31, 1999, was extended to December 31, 2001.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that when the Debtors notified OCI Chemical of
their bankruptcy filing, OCI responded that the Soda Ash Contract
was null and void.  OCI Chemical demanded immediate prepayment
for all materials in transit and threatened to halt all shipments
in transit and all new shipments until prepayment was received,
Ms. Stickles tells the Court.

Ms. Stickles adds that OCI Chemical insisted on changes in the
terms of the Contract, including:

   -- a reduction in payment terms from 45 days to 30 days; and

   -- a price increase of $5 per ton to recover some of OCI
      Chemical's prepetition losses.  

The Debtors advised OCI Chemical that the Contract remained in
effect and that OCI Chemical must perform pursuant to the
Contract.

OCI Chemical refused.  OCI Chemical continued to assert that the
Contract was void and asked Owens Corning to enter into a "new
contractual agreement" to maintain a continuous supply of soda
ash.  OCI Chemical also refused to accept any alternative to its
demand for full prepayment of the shipments in transit, and Owens
Corning was forced to prepay $297,540 for 25 railcars in transit.

To avoid any risk of a shutdown or interruption of its thermal
and acoustical insulation manufacturing operations, the Debtors
had no alternative but to make arrangements to obtain soda ash
from other suppliers and cease purchasing soda ash from OCI.

On April 8, 2002, OCI Chemical asserted a general unsecured, non-
priority claim for $4,955,160, Claim No. 6626, against Owens
Corning, for alleged breach of the Contract by refusing to
purchase additional soda ash from OCI Chemical and by purchasing
its requirements of soda ash from other sources.

The Debtors object to the Disputed Claim because Owens Corning
did not breach the Contract.  Rather, OCI Chemical breached and
repudiated the Contract, Ms. Stickles alleges.  "OCI Chemical
willfully violated the automatic stay by refusing to abide by the
express terms of the Contract, and demanding material changes in
the terms of the Contract.  These actions left Owens Corning no
alternative but to pursue its lawful remedies pursuant to
[Section 2-610] of the N.Y. Uniform Commercial Code [and] common
law including, but not limited to, the purchase of soda ash
elsewhere," Ms. Stickles explains.

The Debtors reserve the right to amend, modify or supplement
their Objection.

Accordingly, the Debtors ask the Court to disallow and expunge
Claim No. 6626.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 114;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PETROKAZAKHSTAN: Inks $4.2B Arrangement Deal with China National
----------------------------------------------------------------
PetroKazakhstan Inc. entered into an Arrangement Agreement whereby
a wholly owned subsidiary of China National Petroleum Corporation
will offer $55.00 per share in cash for all outstanding common
shares of PetroKazakhstan.  The aggregate value of this
transaction is approximately $4.18 billion.  The offer represents
a premium of 24.4% based on the weighted average closing price of
PetroKazakhstan common shares on the New York Stock Exchange for
the twenty previous trading days ending August 19, 2005 and a
21.1% premium to the closing price on August 19, 2005, the most
recent date on which the shares traded.

The Agreement has been reviewed by the Special Committee of the
Board of Directors of PetroKazakhstan and has been approved by the
Boards of Directors of both PetroKazakhstan and CNPCI.  The Board
of Directors of PetroKazakhstan has recommended that its
shareholders accept CNPCI's offer.  Goldman Sachs International is
acting as financial advisor to PetroKazakhstan.

The transaction is to be carried out by way of a statutory plan of
arrangement.  The transaction will be subject to the approval of
66?% of the votes cast by PetroKazakhstan shareholders at a
meeting of shareholders expected to be held in October, 2005.
Closing is subject to certain other conditions, including court
approvals.

The Agreement contains customary provisions prohibiting
PetroKazakhstan from soliciting any other acquisition proposal but
allows the Board of Directors of PetroKazakhstan to accept and
recommend a superior proposal if it is required to do so to avoid
breaching its fiduciary duties and upon payment of a termination
fee of US$125 million.  Under the Agreement, CNPCI has the right
to match any such superior proposal.

The proposed transaction is expected to close in October, 2005.

                    Newco Proposal

CNPCI has further agreed to consider a proposal (which is also
subject to the approval of the PetroKazakhstan Board), whereby
PetroKazakhstan will incorporate a newly formed oil and gas
company ("Newco") and capitalize it with approximately $76 million
in cash (representing US$1.00 per PetroKazakhstan common share) to
be spun out to PetroKazakhstan shareholders.  If CNPCI accepts the
proposal, CNPCI will pay PetroKazakhstan shareholders $54.00 in
cash and one share of Newco per PetroKazakhstan common share.  A
mix and match facility will be created matching, on a
proportionate basis, PetroKazakhstan shareholders who elect to
receive US$1.00 in cash rather than one Newco share with
PetroKazakhstan shareholders who elect to receive additional Newco
shares rather than an amount of US$1.00 per additional Newco
share.  If the new company is created and spun out, Bernard
Isautier will act as Chairman of its Board of Directors.

If the Newco proposal is implemented, Newco will be listed on a
securities exchange and will seek oil and gas development
opportunities in Central Asia (other than Kazakhstan), including
with co-venturers having good relationships with one or more
Central Asian governments.

CNPC International Ltd. is wholly owned by China National
Petroleum Corporation.

CNPC -- http://www.cnpc.com.cn/-- is a global leading integrated  
energy corporation, involved in both upstream and downstream
operations, oil and gas field engineering and technical services,
and petroleum materials and equipment manufacturing and supply.  
In 2005, CNPC ranked 10th among the world's top 50 oil companies
by US Petroleum Intelligence Weekly based on indices of oil and
gas reserves, production, crude processing capacity and sales of
refined oil products.

CNPC, through CNPCI, invests in the overseas petroleum sector and
its oil and gas exploration, development and production operations
spread over 21 countries in Asia, Africa, North America and South
America, with crude oil production capacity of 35 million tons per
year and activities in natural gas production, oil pipelines,
refining, petrochemical, oil trading and refined product sales.

PetroKazakhstan Inc. -- http://www.petrokazakhstan.com/-- is a  
vertically integrated, international energy company, celebrating
its eighth year of operations in the Republic of Kazakhstan.
PetroKazakhstan is engaged in the acquisition, exploration,
development and production of oil and gas, the refining of crude
oil and the sale of oil and refined products.

PetroKazakhstan shares trade in the United States on the New York
Stock Exchange, in Canada on The Toronto Stock Exchange, in the
United Kingdom on the London Stock Exchange, in Germany on the
Frankfurt Exchange under the symbol PKZ and in Kazakhstan on the
Kazakhstan Stock Exchange under the symbol CA_PKZ.


PETROKAZAKHSTAN INC: S&P Puts B+ Corporate Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on PetroKazakhstan Inc. (PKZ), a
vertically integrated oil company operating in Kazakhstan, on
CreditWatch with positive implications, following China National
Petroleum Corporation's (CNPC; not rated) offer to acquire PKZ.
     
"The CreditWatch placement reflects the potential benefits of the
acquisition by an entity with a likely stronger credit profile,
pro forma for the additional debt; the potential for a degree of
implicit parental support; and the possibility that the new
parent's bargaining power will help to resolve various tax,
regulatory, and corporate governance issues currently affecting
PKZ," said Standard & Poor's credit analyst Elena Anankina.
     
The CreditWatch also reflects lack of clarity about several key
issues that will drive the future rating level:
     
   -- The status of PKZ's debt in the group structure.  The risks
      related to change of control provisions in PKZ's debt are,
      however, mitigated by the company's strong liquidity
      position.
     
   -- CNPC's strategy regarding PKZ and the extent to which its
      operations and financials will be integrated in the broader
      group structure.  Standard & Poor's will also closely
      monitor any changes in PKZ's financial policy that may
      affect its stand-alone creditworthiness, particularly
      concerning investments, sales diversification, pricing, and
      dividends.
     
   -- Any future developments regarding tax claims, regulatory
      charges, and the ongoing conflict with Turgai, PKZ's 50:50
      joint venture with LUKoil OAO (BB/Positive/--).
     
"Standard & Poor's expects to resolve the CreditWatch once the
transaction has closed and the key issues have been clarified,"
added Ms. Anankina.
     
S&P notes that the takeover is subject to approval by shareholders
and various regulatory authorities, and that PKZ's board of
directors has the right to accept a proposal superior to the
current termination fee of $125 million.  The CreditWatch
placement does not reflect the potential for other offers.


PRECISION TOOL: Judge Stosberg Approves Disclosure Statement
------------------------------------------------------------          
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky approved the adequacy of the
Disclosure Statement explaining the Plan of Reorganization filed
by Precision Tool, Die and Machine Co., Inc.  Judge Stosberg put
his stamp of approval on the Disclosure Statement on Aug. 16,
2005.

The Debtor is now authorized to send copies of the Disclosure
Statement and Plan to creditors and solicit their votes in favor
of the Plan.

Under the Plan, Allowed Administrative Expense Claims will be paid
in full, in Cash, after the Effective Date or five Business Days
after the date an Administrative Expense Claim become an Allowed
Claim, or receive other treatment as the Debtor and the holder of
an administrative claim agree on.

Allowed Priority Tax Claims will receive, at the sole option of
the Reorganized Debtor:

   1) cash equal to the amount of Allowed Priority Tax Claims
      after the Effective Date or the date those Priority Tax
      Claims become an Allowed Claim; or

   2) equal annual Cash payments in an aggregate amount equal to
      those Allowed Priority Tax Claims together with interest:

      a) with respect to federal taxes, at a fixed annual rate
         equal to the federal statutory rate as provided in 26
         U.S.C. Section 6621 over a period through the sixth
         anniversary of the date of assessment of the Allowed
         Priority Tax Claim, and

      b) with respect to state and city taxes, at the rate
         applicable under state or local law or if rate is
         specified, at the rate of 6% per annum.

The Plan groups claims and interests into six classes.

Unimpaired Claims consist of:   

   1) Non-Tax Priority Claims -- to be paid in full, in Cash on or
      the Effective Date, or as may otherwise agreed to by the
      Debtor and the holders Allowed Non-Tax Priority Claims; and

   2) Secured Claims, amounting to approximately $33,000 -- will
      retain any lien securing those Claims to the extent of the
      Allowed amount of those Claims and each Secured Claim holder
      will also receive deferred cash payments totaling at least
      the Allowed amount of the Secured Claim.

Impaired Claims consist of:

   1) Unsecured Claims will receive a Pro Rata distribution of
      3,333,000 Shares of Precision's Class A Common Stock and in
      the event it is determined to commence Avoidance Actions,
      they will also receive their Pro Rata share of net
      recoveries on the Avoidance Actions after deducting all
      litigation costs and expenses;

   2) NCB Claim consists of National City Bank of Kentucky's
      several loan facilities to the Debtor totaling $19 million,
      and the treatment of that claim will be governed by a post-
      confirmation loan facility to be entered into between the
      Debtor and National City and to take effect on the Plan's
      Effective Date;

   3) Convenience Class Claims consist of holders of Allowed
      Unsecured Claims of $5,000 or less, and on the Effective
      Date, holders of those Claims will each receive a lump sum
      Cash payment equal to 15% of those holders' Allowed Claim;
      and

   4) Common Stock Interests will be cancelled on the Effective
      Date and will not receive any distributions on account of
      those Interests.

A full-text copy of the Disclosure Statement is available for a
charge at http://ResearchArchives.com/t/s?107

Objections to the Plan, if any, must be filed and served by
Sept. 20, 2005.

Judge Stosberg will convene a confirmation hearing at 11:00 a.m.,
on Sept. 27, 2005, to consider the merits of the Debtor's Plan.

Headquartered in Louisville, Kentucky, Precision Tool, Die and
Machine Co., Inc. filed for chapter 11 protection on Dec. 18, 2003
(Bankr. W.D. Ky. Case No. 03-38707).  Laurence May, Esq., and
Frederick E. Schmidt, Esq., at Angel & Frankel, P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for chapter 11 protection, it estimated assets and debts of
$10 million to $50 million.


RACE POINT: Stable Performance Cues Fitch to Hold Low-B Ratings
---------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Race Point
CLO II, Ltd.  The affirmation of these notes is a result of
Fitch's rating review process and is effective immediately:

     -- $402,000,000 class A-1 notes at 'AAA';
     -- $15,000,000 class A-2 notes at 'AA+';
     -- $15,000,000 class B-1 notes at 'A';
     -- $38,000,000 class B-2 notes at 'A';
     -- $12,000,000 class C-1 notes at 'BBB';
     -- $5,000,000 class C-2 notes at 'BBB';
     -- $3,500,000 class D-1 notes at 'BB+';
     -- $3,000,000 class D-2 notes at 'BB+';
     -- $4,000,000 class D-3 notes at 'BB+'.

Race Point CLO II, a collateralized loan obligation that closed on
April 16, 2003, is managed by Sankaty Advisors, LLC.  The fund was
established to invest in a portfolio of primarily senior secured
loans.

Race Point CLO II continues to exhibit stable performance in line
with expectations.  According to the Aug. 1, 2005 trustee report,
all performance and collateral profile tests were in compliance
except for the Fitch weighted average rating factor test.  

Although still failing the WARF maximum trigger of 52 ('B'), the
portfolio experienced slight positive credit migration with the
WARF improving to 52.7 ('B') as of the Aug. 1, 2005 trustee report
from 53 ('B') as of the May 3, 2004 report at the time of the last
rating action.

The over-collateralization tests have remained stable while the
interest coverage tests levels have declined as a result of spread
tightening in the market.  The class A interest coverage test
declined to 186.8% from 274.2% over the same time period with a
minimum required threshold of 120%.

The ratings of the class A-1 notes, class A-2 notes, class B
notes, class C notes, and class D notes address the likelihood
that investors will receive full and timely payments of interest
on scheduled interest payment dates, as provided for within the
indenture, as well as the stated balance of original principal on
the final payment date.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the notes still reflect the current
risk to noteholders.  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/  


RUSSELL-STANLEY: Wants Trumbull Group as Claims & Noticing Agent
----------------------------------------------------------------
Russell-Stanley Holdings, Inc., and its debtor-affiliates ask the
Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware for permission to employ The Trumbull Group,
LLC, as their claims and noticing agent.

Trumbull is a data processing firm that specializes in noticing,
claims processing, disbursement, and other administrative tasks in
chapter 11 cases.

Trumbull is expected to:

   (a) prepare and serve required notices in the Debtors'
       chapter 11 cases, including:

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

       (2) the notice of the claims bar date;

       (3) any notices of objections to claims;

       (4) the notices of combined hearings with regard to
           approval of the disclosure  statement and the
           solicitation procedures and confirmation of the
           Debtors' prepackaged chapter 11 reorganization plan;
           and

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

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

       (1) a copy of the notice served;

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

       (3) the date and manner of service;

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

   (d) maintain the official claims registers in the Debtors'
       chapter 11 cases by docketing all proofs of claim and
       proofs of interest in a claims database that includes:

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

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

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

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

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

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a monthly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

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

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtors' chapter 11 cases without charge during regular
       business hours;

   (i) record all transfers of claims pursuant to Bankruptcy
       Rule 3001(e) and provide notice of those transfers;

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

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

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

   (m) provide other claims processing, noticing, and related
       administrative services as may be requested from time to
       time by the Debtors;

   (n) work with the Debtors and their undersigned counsel in
       preparing the Debtor's schedules of assets and liabilities,
       statements of financial affairs, and master creditor lists,
       and any amendments, to the extent those services are solely
       administrative and does not constitute the rendering of
       legal advice; and

   (o) if necessary, assist with the reconciling and resolving of
       proofs of claim and proofs of interest.

William R. Gruber, Jr., the Vice President of The Trumbull Group,
LLC, discloses that the Firm requires a $25,000 retainer.  The
current hourly rates of professionals who will work in the
engagement are:

      Designation/Work                     Hourly Rate
      ----------------                     -----------
      Senior Consultant                    $245 - $300
      Consultant                               $225
      Operations Manager                   $110 - $185
      Senior Automation Consultant         $155 - $175
      Automation Consultant                    $140
      Case Manager                         $100 - $125
      Assistant Case Manager                    $85
      Data Specialist                       $65 -  $80
      Administrative Support                    $55

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

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.


SCOTT DESERT: Wants to Hire Engelman Berger as Bankruptcy Counsel
-----------------------------------------------------------------          
Scott Desert Shadows, LLC asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ Engelman Berger,
P.C., as its general bankruptcy counsel.

Engelman Berger will:

   1) advise and represent the Debtor with respect to the
      prosecution of matters connected with its chapter 11 case;

   2) assist the Debtor in preparing documents for motions to
      assume and assign executory contracts and unexpired leases;

   3) assist and advise the Debtor in negotiating and formulating
      a plan of reorganization and an accompanying disclosure
      statement and assist in obtaining approval of that
      disclosure statement and confirmation of that plan;

   4) assist and represent the Debtor in adversary actions,
      avoidance actions and defense of turnover applications and
      in applications to use cash collateral or obtain post-
      petition financing; and

   5) provide all other necessary legal services to the Debtor in
      its chapter 11 case.

Steven N. Berger, Esq., a Member of Engelman Berger, is the lead
attorney for the Debtor.  Mr. Berger disclosed that his Firm
received a $5,839 retainer.

Mr. Berger reports Engelman Berger's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners                $315
      Associates              $250
      Legal Assistants        $125

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

Headquartered in Phoenix, Arizona, Scott Desert Shadows, LLC,
filed for chapter 11 protection on Aug. 15, 2005 (Bankr. D. Ariz.
Case No. 05-14892).  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $10 million to
$50 million.  


SCOTT DESERT: Section 341(a) Meeting Slated for Sept. 27
--------------------------------------------------------          
The U.S. Trustee for Region 14 will convene a meeting of Scott
Desert Shadows, LLC's creditors at 1:30 p.m., on Sept. 27, 2005,
at the Office of the U.S. Trustee, 230 N. First Avenue, Suite 102,
Phoenix, Arizona.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Phoenix, Arizona, Scott Desert Shadows, LLC,
filed for chapter 11 protection on Aug. 15, 2005 (Bankr. D. Ariz.
Case No. 05-14892).  Steven N. Berger, Esq., at Engelman Berger,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.  


SILICON IMAGE: Names Robert Freeman as Interim CFO
--------------------------------------------------
Silicon Image, Inc. (Nasdaq: SIMG) appointed Robert R. Freeman,
63, as its interim chief financial officer and chief accounting
officer.  Reporting to Silicon Image president and chief executive
officer, Steve Tirado, Mr. Freeman will be responsible for the
company's finances, accounting, investor relations, and
information systems/information technology and facilities
activities.  Dale Brown, the current chief accounting officer, has
informed the company of his resignation, effective Aug. 31, to
pursue other interests.

Mr. Freeman, a seasoned, operations-oriented, CFO with multi-
industry experience, has spent the past 30 years in CFO, senior
vice president and treasurer roles for a variety of public and
privately held companies.  Most recently, Mr. Freeman served as a
management consultant to Horn Murdock Cole, a national financial
and management consulting firm working with public software and
semiconductor companies to meet the requirements for compliance
with the Sarbanes-Oxley Act.  Prior to that, Mr. Freeman was
senior vice president and CFO for Southwall Technologies, Inc., a
global leader in the production of thin film optical coatings for
use in the automotive, architectural and computer display markets,
where he helped the company return to profitability after two
quarters and reported record profits.  Earlier, Mr. Freeman served
as senior vice president and CFO for Rosendin Electric, Inc., the
eighth largest electrical contractor in the United States with
revenues of $240 million, specializing in design-build work for
technology companies.

"We are pleased to have Bob join the Silicon Image management team
in this key role," said Steve Tirado.  "His multi-industry
experience combined with his strong knowledge of Sarbanes-Oxley
compliance will be an asset to the company, as we continue to
focus on executing our business strategy and strengthening our
overall corporate governance practices."

As previously stated in the Aug. 9, 2005 Second Quarter Financial
Results conference call, Darrel Slack, the company's CFO,
requested and received approval from the company to take a leave
of absence for personal reasons.

                      Material Weakness

In its Form 10-Q for the quarterly period ended June 30, 2005,
filed with the Securities and Exchange Commission, the Company
reported that its Chief Executive Officer, CFO, and Chief
Accounting Officer concluded that its disclosure controls and
procedures were ineffective due to the assessment of a material
weakness.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

On April 25, 2005, four of the five independent members of the
Company's board of directors resigned, leaving its audit committee
with only one member, who was not a financial expert as defined by
Nasdaq or an "audit committee financial expert" as defined by the
rules of the SEC.  Due to the vacancies on the board and its audit
committee created by these resignations, the Company failed to
comply with the Marketplace Rules of Nasdaq and rules of the SEC
requiring that the audit committee consist of three independent
directors and that one of the three audit committee members meet
the financial sophistication requirement of the Marketplace Rules
and be an "audit committee financial expert", as defined by the
rules of the SEC.  

Due to this non-compliance limited the ability of the audit
committee to provide effective oversight over the Company's
internal control over financial reporting and the preparation of
our financial statements for external purposes in accordance with
Generally Accepted Accounting Principles.  Accordingly, management
concluded that this control deficiency constituted a material
weakness.

Effective as of May 15, 2005, the Company's board of directors
elected Masood Jabbar as a new member of the board, and effective
as of May 18, 2005, its board of directors elected Peter Hanelt as
a new member of the board.
Messrs. Jabbar and Hanelt both became members of the audit
committee, and Mr. Hanelt was appointed chairman of the audit
committee.  

"We believe that remediation of this material weakness will be
completed once sufficient time has elapsed for the board of
directors to evaluate the effectiveness of our newly constituted
audit committee," the Company said in its quarterly report.

Headquartered in Sunnyvale, Calif., Silicon Image, Inc. --
http://www.siliconimage.com/-- designs, develops and markets  
multi-gigabit semiconductor and system solutions for a variety of
communications applications demanding high-bandwidth capability.  
With its proprietary Multi-layer Serial Link (MSL(TM))
architecture, Silicon Image is well positioned for leadership in
multiple mass markets including PCs, consumer electronics and
storage.  Currently, Silicon Image leads the global PC/display
arena with its innovative digital interconnect technology, and has
emerged as a leading player in the consumer electronics and
storage markets by offering robust, high-bandwidth semiconductors.


SOUTHWEST RECREATIONAL: Court to Consider Chapter 7 Conversion
--------------------------------------------------------------
The Honorable Paul W. Bonapfel of the U.S. Bankruptcy Court for
the District of Georgia in Rome will convene a hearing at 2:00
p.m. on Aug. 30, 2005, in Atlanta, Georgia, to consider the
conversion of Southwest Recreational Industries, Inc., and its
debtor-affiliates' chapter 11 cases to liquidation proceedings
under chapter 7 of the U.S. Bankruptcy Code.

Judge Bonapfel determined, after a status conference held on
July 26, 2005, that cause exists for the conversion of the
Debtors' chapter 11 cases.  

The Bankruptcy Court is authorized to convert the Debtors'
chapter 11 cases pursuant to section 105(a) and (d) of the
Bankruptcy Code.  Section 105 states that the court, on its own
motion or on the request of a party in interest, may hold a status
conference and issue an order at any such conference prescribing
limitations and conditions to ensure that a case is handled
expeditiously and economically.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as
Chapter 11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq.,
Gary W. Marsh, Esq., at McKenna Long & Aldridge LLP represent the
Chapter 11 Trustee.


SOUTHWEST RECREATIONAL: Admin. Claims Bar Date Set on Oct. 4
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Rome Division, set Oct. 4, 2005, as the deadline for filing
requests for the allowance and payment of administrative expense
claims arising after Feb. 13, 2004, in connection with Southwest
Recreational Industries, Inc., and its debtor affiliates'
bankruptcy case.

Each payment application must be specifically designated as an
Administrative Expense Request and must be filed with:

       The Clerk of the U.S. Bankruptcy Court
       Northern District of Georgia, Rome Division
       600 East 1st Street, Federal Building Room 339
       Rome, Georgia 30161

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as Chapter
11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq., Gary W.
Marsh, Esq., at McKenna Long & Aldridge LLP represent the Chapter
11 Trustee.


SPORTS CLUB: Delays Financial Reporting for Quarter Ended June 30
-----------------------------------------------------------------
The Sports Club Company, Inc. (AMEX:SCY) will delay reporting its
second quarter and six months ended June 30, 2005, results due to
certain issues relative to the application of:

    * Statement of Financial Accounting Standards No. 13,
      Accounting for Leases,

    * Statement of Financial Accounting Standards No. 144,
      Accounting for the Impairment of Disposal of Long-Lived
      Assets, and

    * EITF No. 00-21, Revenue Arrangements with Multiple
      Deliverables.

Substantially all of the work required to prepare the Company's
consolidated financial statements has been completed, however the
complexities associated with accounting for and reporting of
landlord incentives under operating leases, assets held for sale
and initiation fee revenues have precluded the completion of the
final financial statements.  As a result, the Company has not
filed its required financial reports with the Securities and
Exchange Commission.  Further, these matters will result in
several reclassifications of the Company's reported results for
the first and second quarters of 2004.  Preliminary operating
results for the second quarter and six months ended June 30, 2005,
are included at the conclusion of this press release.

                            FAS No. 13

FAS No. 13 requires that leasehold improvements made by a lessee
that are funded by landlord incentives under an operating lease
should be recorded by the lessee as leasehold improvement assets
and amortized over their appropriate life and the incentives
should be recorded as deferred rent and amortized over their
appropriate life and the incentives should be recorded as deferred
rent and amortized to lease expense over the lease term.  The
Company had previously recorded landlord allowances as a reduction
of the leasehold improvement asset.  The new methodology will be
applied to both the 2004 and 2005 financial statements and will
require the Company to increase its depreciation expense and
reduce rent expense.  Since the amount of these adjustments will
offset, there will be no material change to the Company's income
(loss) from operations.

                           FAS No. 144

FAS No. 144 requires that the results of operations of an entity
that has been disposed of or is classified as held for sale shall
be reported in discontinued operations.  On February 10, 2005, the
Company announced that it had entered into a letter of intent to
sell six of its nine sports and fitness complexes for $65.0
million.  In accordance with FAS No. 144 these assets will be
classified as held for sale and the 2004 and 2005 operating
statements will include the results of these Clubs as discontinued
operations.

                           EITF No. 00-21

EITF No. 00-21 addresses certain aspects of the accounting by a
vendor for arrangements under which it will perform multiple
revenue generating activities.  The Company implemented EITF No.
00-21 when it became effective on July 1, 2003, and as of that
date began accounting for the initiation fee and private training
revenues as separate units of accounting upon a new member
enrollment.  Subsequently, the Securities and Exchange Commission
has questioned the Company regarding the assertion that it has
separate and reliable evidence of the fair value for its
membership charges.  Therefore, the Company is reviewing its
accounting policy in this area.

Because of the time required to complete the accounting
evaluations required by FAS No. 13, FAS No. 144 and EITF 00-21,
management was not able to finalize the Company's consolidated
financial statements and file the Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005 by the prescribed extended due
date of August 22, 2005.

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                        *     *     *

                     Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, The Sports Club
Company said it has experienced net losses of $22.7 million and
$18.4 million during the years ended December 31, 2002 and 2003,
respectively.

The Company has also experienced net cash flows used in operating
activities of $4.4 million and $3.5 million during the years ended
December 31, 2002 and 2003, respectively.

Additionally, the Company is expected to incur a significant loss
and net cash flows used in operating activities during the year
ending December 31, 2004.  The Company has had to raise funds
through the offering of equity securities in order to make
interest payments due on its Senior Secured Notes.  These factors
raise doubt about the Company's ability to continue as a going
concern.


STANDARD AERO: Second Quarter Net Income Slides to $2.8 Million
---------------------------------------------------------------
Standard Aero Holdings, Inc. reported its summary results for the
quarter ended June 30, 2005.

In August 2004, Standard Aero acquired the MRO business of Dunlop
Standard Aerospace Group Limited (Dunlop Standard) from Meggitt
plc; this transaction is referred to in this release as the
"Acquisition."  Results for the quarter ended June 30, 2005
reflect the results of Standard Aero Holdings, Inc., while the
results for the quarter ended June 30, 2004 reflect the results of
the MRO business of Dunlop Standard.  Due to the change in
ownership, and the resultant application of purchase accounting,
Dunlop Standard pre-Acquisition combined financial statements and
Standard Aero's post-Acquisition consolidated financial statements
have been prepared on different bases of accounting and are not
necessarily comparable.

Revenues

Revenues for the three months ended June 30, 2005, were
$171.8 million, a decrease of $18.1 million, or 10%, compared to
the three months ended June 30, 2004.  This decrease was primarily
attributable to decline in military MRO services due to reductions
during the quarter in the operational tempo and funding of the
United States military and increases in serviceable engine
inventory levels of the United States Air Force as well as a
decline in per-unit regional turbojet revenues primarily as a
result of reduced AE3007 workscopes.  The decline in revenue has
been partially offset by an increase in revenue from regional
airline turboprop end users driven largely by increased
utilization and improving economic conditions for turboprop
aircraft.

The Company's redesign services revenue declined during the
quarter as existing contracts for its Redesign services neared
completion.  The Company believes the revenues for its Redesign
services will increase during the remainder of 2005 as it begins
to generate revenues from its new subcontract agreements with
Battelle Columbus Operations to provide redesign services to the
United States Air Force at Oklahoma City, Oklahoma and Ogden,
Utah.

Revenues for the six months ended June 30, 2005 were
$359.2 million, a decrease of $8.7 million, or 2%, compared to the
six months ended June 30, 2004.

Income from operations

Income from operations decreased by $11.7 million or 51%, to
$11.2 million for the three months ended June 30, 2005 compared to
$22.9 million for the three months ended June 30, 2004.  Income
from operations for the six months ended June 30, 2005 decreased
by $12.8 million or 30% to $29.3 million compared to $42.1 million
for the six months ended June 30, 2004.  The decrease is primarily
due to the decrease in revenues described above and increased
professional fees, the bid and proposal expenses incurred in
connection with winning the Battelle Columbus redesign contracts,
management fees and amortization of intangible assets.  The
increase in amortization expense during these periods was driven
primarily by the effect of purchase accounting associated with the
Acquisition.

Standard Aero routinely reviews its direct and support costs and
makes adjustments it deems appropriate based on MRO volumes for
specific contracts and engine platforms.  In July 2005, the
Company instituted a cost reduction program to specifically
address volume reductions in certain of its engine programs.  As a
result of this program, Standard Aero expects to reduce costs,
including staff levels.  The total related one-off charges the
Company estimates to incur in 2005 will be approximately
$2 million.

Net Income

Net income for the three months ended June 30, 2005, decreased to
$2.8 million from $13.1 million for the three months ended
June 30, 2004.  Net income for the six months ended June 30, 2005
decreased to $9.3 million from $23.8 million for the six months
ended June 30, 2004.

Adjusted EBITDA

Adjusted EBITDA, as defined by the Company's senior secured credit
agreement, was $18.6 million for the three months ended June 30,
2005, a decrease of 35% compared to Adjusted EBITDA of
$28.5 million for the three months ended June 30, 2004.  Adjusted
EBITDA was $43.9 million for the six months ended June 30, 2005, a
decrease of 16% compared to Adjusted EBITDA of $52.2 million for
the six months ended June 30, 2004.  Adjusted EBITDA has been
negatively impacted by volume decreases, increased professional
fees and expenses incurred in preparing bid proposals for redesign
contracts. The Company expects that Adjusted EBITDA will be
favorably impacted by the Company's new redesign contracts and
also by the staff reductions described above.

Information concerning Adjusted EBITDA has been included because
the Company uses this measure to evaluate its compliance with
covenants under its senior secured credit agreement.  The Company
also believes that Adjusted EBITDA provides useful information
regarding its ability to service and incur debt.  Adjusted EBITDA
is not a recognized term under generally accepted accounting
principles (GAAP), and should not be considered in isolation or as
an alternative to net income, net cash provided by operating
activities or other measures prepared in accordance with GAAP.  
Additionally, Adjusted EBITDA is not intended to be an indicator
of free cash flow available for management's discretionary use, as
it does not consider certain cash requirements such as capital
expenditures, tax payments and debt service requirements.  
Adjusted EBITDA is not necessarily comparable to similarly titled
measures reported by other companies. A reconciliation of Adjusted
EBITDA to net income is provided as a schedule.

Indebtedness, Cash and Capital Expenditures

At June 30, 2005, the Company's total indebtedness was
$473.4 million and cash on hand was $0.1 million.  Net capital
expenditures during the six months ended June 30, 2005 were
$10.4 million, compared to $6.4 million during the six months
ended June 30, 2005.  On Feb. 28, 2005, the Company made an
optional prepayment under its senior credit facility of
$15 million which has been applied against its future scheduled
payments.

                     Recent Developments

On June 20, 2005, the Company completed negotiations and signed
exclusive contracts with GoJet Airlines of St. Louis, Missouri to
service their fleet of CF34-8 engines and RE220 Auxiliary Power
Units powering their new fleet of CRJ-700 regional jets.  The
Company anticipates these contracts will generate revenues of
approximately $75 million over the course of the next 15 years.

On April 29, 2005, the United States Airforce awarded Battelle
Columbus Operations a $500 million indefinite delivery/indefinite
quantity contract to design, develop, construct, install,
implement and deliver a lean and cellular transformation of the
aircraft, engines and commodities maintenance, repair and overhaul
processes and industrial facilities at the Oklahoma City Air
Logistics Center.  The Company's Redesign Services business has
been chosen as a subcontractor to Battelle Columbus Operations to
provide redesign services under this contract.

                Restatement and Reclassification

On Aug. 15, 2005, the Company disclosed that it would restate and
reclassify its audited consolidated financial statements for the
period from August 25, 2004, to December 31, 2004, and as of
December 31, 2004, and for the interim unaudited financial
information for the first quarter of 2005 to reflect the non-cash
effect of changes in the recorded amount of the Company's foreign
deferred tax liabilities.

"We are extremely pleased with our contract wins this quarter to
provide CF34 MRO to GoJet Airlines and redesign services to the US
Air Force via subcontract with Battelle," David Shaw, the
Company's chief executive officer, said.  "We are actively
reducing expenses and support levels in our US military and AE3007
businesses in this quarter.  Despite softness in these two areas,
our other engine lines remained very strong.  We are actively
seeking new business to increase our revenues and cash flows by
building on our position as a leading MRO provider for regional,
military and business aircraft.  Our related redesign services is
developing into an exciting growth opportunity as well.  We
believe we remain well positioned to meet our long term objectives
specifically in our regional jet MRO and military outsourcing
initiatives."

            Material Weakness in Internal Control

As reported in the Troubled Company Reporter on Aug. 19, 2005,
the Company's management believes that the restatement may
indicate a material weakness in the Company's internal control
over financial reporting.  A material weakness is a significant
deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will
not be prevented or detected.

The Company is committed to maintaining effective internal control
over financial reporting to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of
financial statements for external purposes in accordance with
GAAP.

In order to improve the process and to enhance the Company's
internal control over financial reporting, the Company's
management has hired the former Senior Manager for U.S. and
Cross-Border Tax from a major public accounting firm to act as the
Company's director of tax accounting beginning Aug. 15, 2005.

Internal control over financial reporting cannot provide absolute
assurance of achieving financial reporting objectives due to its
inherent limitations because internal control involves human
diligence and compliance and is subject to lapses in judgment and
breakdowns from human failures.  Nonetheless, these inherent
limitations are known features of the financial reporting process,
and it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

Standard Aero is one of the world's largest independent providers
of MRO services for small gas turbine engine and engine
accessories. Standard Aero performs repair and overhaul on Rolls-
Royce, General Electric, Pratt & Whitney Canada and Honeywell,
engines used in regional airlines, business aviation, military and
government aircraft and in industrial applications.
Standard Aero Holdings Inc., -- http://www.dunlopstandard.com/--   
is a leading supplier of services to the global aerospace, defense
and energy industries.  The Company has over 2,500 employees in
six different countries, with its main operations located in the
United States, Canada and the Netherlands.


STATION CASINOS: Buys 83 Acres of Nevada Property from Reno Retail
------------------------------------------------------------------
Station Casinos, Inc., entered into an amended and restated
purchase and sale agreement with Reno Retail Company II, L.L.C.,
pursuant to which the Company has agreed to purchase from RRC
approximately 83 acres of real property located near the
intersection of U.S. Highway 395 and Mt. Rose Highway south of
Reno, Nevada, as opposed to the approximately 50 acres originally
contemplated by the parties.  

An affiliate of RRC is currently developing a lifestyle center on
approximately 104 acres of real property located immediately north
of the property to be purchased by the Company.  The transaction
remains subject to the satisfaction of certain terms and
conditions pursuant to the purchase and sale agreement.

Las Vegas, Nevada-based Station Casinos, is the largest owner of
off-Strip casino properties.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Moody's Investors Service placed the long-term debt ratings of
Station Casinos, Inc.'s on review for possible upgrade and
affirmed the company's SGL-2 speculative grade liquidity rating.

These ratings were placed on review for possible upgrade:

   -- Senior implied rating -- Ba2;

   -- Long-term issuer rating -- Ba3;

   -- $450 mil. 6% senior notes due 2012 -- Ba3;

   -- $450 mil. 6 ½% senior subordinated notes due
      2014 -- B1;

   -- $350 mil. 6 7/8% senior subordinated notes due 2016 -- B1;
      and

   -- $17.3 mil. 9 7/8% senior subordinated notes due 2010 -- B1.

This rating was affirmed:

   -- Speculative grade liquidity rating -- SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


STATION CASINOS: Sr. Sub. Notes Exchange Offer Will End Sept. 19
----------------------------------------------------------------
Stations Casinos, Inc.'s exchange offer on its 6-7/8% Senior
Subordinated Notes due 2016 will expire on 5:00 p.m., New York
City time, on Sept. 19, 2005.

As reported in the Troubled Company Reporter on Aug. 18, 2005, the
Company is offering to exchange up to $200 million aggregate
principal amount of new 6-7/8% Senior Subordinated Notes due 2016,
for any and all outstanding 6-7/8% Senior Subordinated Notes due
2016 issued in a private offering on June 15, 2005.  

The Old Notes have certain transfer restrictions.

The terms of the New Notes are substantially identical to the Old
Notes, except that the New Notes will be freely transferable and
issued free of any covenants regarding exchange and registration
rights.

All Old Notes that are validly tendered and not validly withdrawn
will be exchanged.  The exchange of Old Notes for New Notes should
not be a taxable event for United States Federal income tax
purposes.

Holders of Old Notes do not have any appraisal or dissenters'
rights in connection with the exchange offer.  Old Notes not
exchanged in the exchange offer will remain outstanding and be
entitled to the benefits of the applicable Indenture, but, except
under certain circumstances, will have no further exchange or
registration rights under the Registration Rights Agreement.
Affiliates of Station Casinos, Inc., may not participate in the
exchange offer.

Las Vegas, Nevada-based Station Casinos, is the largest owner of
off-Strip casino properties.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Moody's Investors Service placed the long-term debt ratings of
Station Casinos, Inc.'s on review for possible upgrade and
affirmed the company's SGL-2 speculative grade liquidity rating.

These ratings were placed on review for possible upgrade:

   -- Senior implied rating -- Ba2;

   -- Long-term issuer rating -- Ba3;

   -- $450 mil. 6% senior notes due 2012 -- Ba3;

   -- $450 mil. 6 ½% senior subordinated notes due
      2014 -- B1;

   -- $350 mil. 6 7/8% senior subordinated notes due 2016 -- B1;
      and

   -- $17.3 mil. 9 7/8% senior subordinated notes due 2010 -- B1.

This rating was affirmed:

   -- Speculative grade liquidity rating -- SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


SUMMIT GENERAL: U.S. Trustee Picks 3-Member Creditors' Committee
----------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 18,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors in Summit General Contractors, Inc., NW's
chapter 11 case:

       1. Associated Petroleum Products, Inc.
          Attn: Carrie Bratlie, Credit Manager
          P.O. Box 1397
          Tacoma, WA 98401
          253-627-6179
          253-627-3637 (fax)
          
       2. Clyde West, Inc.
          Attn: Gary Labelle, Seattle Branch Manager
          9615 W. Marginal Way South
          Seattle, WA 98108
          206-762-5933, or 800-935-5933
          206-763-3117 (fax)

       3. Machinery Power & Equipment
          Attn: Roger Benford, Corporate Credit Manager
          P.O. Box 3562
          Seattle, WA 98124
          425-251-9810
          425-251-6287 (fax)
          
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 Issaquah, Washington, Summit General Contractors,
Inc. N.W., d/b/a Summit, Inc., operated as a general contractor.  
The Company filed for chapter 11 protection on June 16, 2005
(Bankr. W.D. Wash. Case No. 05-17771).  Larry B. Feinstein, Esq.,
at Vortman & Feinstein, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of less than $50,000 and debts of $1 million
to $10 million.


SUN HEALTHCARE: Wants Until Oct. 26 to Object to Proofs of Claim
----------------------------------------------------------------          
Sun Healthcare Group, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to further extend, until Oct. 26, 2005, its
deadline object to proofs of claims filed against its estate.

The Court confirmed the Debtor's Amended Joint Plan of
Reorganization on Feb. 6, 2002, and the Plan took effect on
Feb. 28, 2002.

The Debtor gives the Court three reasons that militate in favor of
the extension:

   1) the requested extension will give it more time and
      opportunity to complete its evaluation and objections to all
      outstanding claims;

   2) the claims administration process recently slowed down to
      some degree by the limitations on claims which may be
      objected to pursuant to Local Rule 3007-1; and

   3) the requested extension is not being sought for purposes of
      delay and it will not prejudice the claimants and other
      parties-in-interest.

Headquartered in Albuquerque, New Mexico, Sun Healthcare Group,
Inc., with executive offices located in Irvine, California, owns
SunBridge Healthcare Corporation and other affiliated companies
that operate long-term and post-acute care facilities in many
states.  In addition, the Sun Healthcare Group family of companies
provides therapy through SunDance Rehabilitation Corporation,
medical staffing through CareerStaff Unlimited, Inc., home care
through SunPlus Home Health Services, Inc., and medical laboratory
and mobile radiology services through SunAlliance Healthcare
Services, Inc.  The Company filed for chapter 11 protection on
Oct. 14, 1999 (Bankr. D. Del. Case No. 99-03657).  Mark D.
Collins, Esq., and Christina M. Houston, Esq., at Richards, Layton
& Finger, P.A., represent the Debtor.  The Court confirmed the
Debtor's chapter 11 Plan on Feb. 6, 2002, and the Plan took effect
on Feb. 28, 2002.  At June 30, 2005, Sun Healthcare's balance
sheet showed a $117,463,000 stockholders' deficit, compared to a
$123,380,000 deficit at Dec. 31, 2004.


TELECOM ARGENTINA: Closing Debt Restructuring by Aug. 31
--------------------------------------------------------
Telecom Argentina S.A. (BASE: TECO2, NYSE: TEO) intends to close
its debt restructuring process by issuing the Notes and paying the
cash consideration on Aug. 31, 2005, in exchange for the
Outstanding Debt, in accordance with the terms of the Acuerdo
Preventivo Extrajudicial entered into by Telecom Argentina and its
financial creditors.  

The APE was homologated by the Argentine Court on May 26, 2005,
the decision that became final on June 10, 2005.  Moreover, the
period for non-consenting creditors to elect any of the options
offered by the APE expired on July 4, 2005, the date as of which
the APE can be implemented.

On the Issuance Date, Telecom Argentina will comply with the terms
of the APE, by paying:

  (1) Cash payment to Holders of Outstanding Debt that have
      elected Option C (as defined in the APE), equivalent to 85%
      of the Principal Face Amount of their Outstanding Debt,
      payable in US Dollars, or its equivalent in Pesos for
      Argentine Residents, at the prevailing foreign exchange rate
      at the Issuance Date.

  (2) Cash Payment to Holders of Outstanding Debt that have
      elected Option B (as defined in the APE), and that in
      accordance to the APE will receive in cash 31.875% of the
      Principal Face Amount of their Outstanding Debt (equivalent
      to 85% of 37.5% allocated from Option B to Option C, as
      defined in the APE), payable in US Dollars, or its
      equivalent in Pesos for Argentine Residents, at the
      prevailing foreign exchange rate at the Issuance Date.

  (3) Delivery of the Notes, in accordance to the Option elected
      in the APE by each Holder of Outstanding Debt, or Option A
      for non-consenting creditors, as contemplated in the APE.

  (4) Interest Payments for the period commencing on January 1,
      2004 and ending August 31, 2005, based on the nominal amount
      of Notes to be received in accordance to point 3 above, and
      in accordance to these interest rates:


     Notes to be received in      Annual Interest      Equivalent Rate
     accordance to the option         Rate              for the period
     elected by each holder                             January 1,2004
     of Outstanding Debt                                       through
                                                        August 31,2005

      Option A in Pesos              3.23%                 5.3715%
      Option A in US Dollars         5.53%                 9.2167%
      Option A in Euros              4.83%                 8.0324%
      Option A in Yen                1.93%                 3.2096%
      Option B in US Dollars         9.00%                15.0000%


  (5) Interest Payments for the period commencing on January 1,
      2004 and ending August 31, 2005, on the cash received as
      described in points 1 and 2 in accordance to these
      interest rates:

    Cash to be received in           Annual           Equivalent Rate for
    accordance to the option      Interest Rate        the period Jan. 1,
    elected by each holder                                   2004 through
    of Outstanding Debt                                    August 31,2005


    Option C in US Dollars            2.28%                 3.7938%


Interest described in points 4 and 5, will be calculated as
described in the APE, and in accordance to the option elected by
each holder of Outstanding Debt, or Option A for those non-
consenting creditors (as stated in the APE).

Furthermore, Telecom Argentina announces that on Issuance Date, it
will make these payments under the Notes:

     (i) The principal amortization payments with scheduled
         payment dates of Oct. 15, 2004, and April 15, 2005 (as
         described in the APE), in accordance to following
         percentages of original principal amount of the Notes:


         Series    Scheduled Payment Dates         Percentage of
                                                original principal
                                                      amount

           A          October 15, 2004                3.20%
                      April 15, 2005                  2.80%
                           TOTAL                      6.00%
           B          October 15, 2004                4.00%
                      April 15, 2005                  5.00%
                           TOTAL                      9.00%

         The principal amortization payments will be made in cash,
         in the currency in which each Series is denominated
         (Pesos, Euros, US Dollars, and Yen).  Holders of Notes
         denominated in foreign currency that are residents in
         Argentina, will receive payments in pesos at the
         prevailing foreign exchange rate as of the Issuance Date.

    (ii) the cash amounts reserved but not applied pursuant to
         Option C (as defined in the APE), which will be applied
         as a Note Payment (as defined in the Notes).

   (iii) A Note Payment (as defined in the Notes).

Payments described in clauses (ii) and (iii) will result in the
payment in whole of the principal amortization payments scheduled
for October 15, 2005, April 15, 2006, October 15, 2006, April 15,
2007, and October 15, 2007.  The principal amortization payments
denominated as a percentage of the original principal amount of
the Notes are as follows:

         Series    Scheduled Payment Dates         Percentage of
                                                original principal
                                                      amount


           A            October 15, 2005               2.80%
                        April 15, 2006                 2.40%
                        October 15, 2006               2.40%
                        April 15, 2007                 0.80%
                        October 15, 2007               0.80%
                             TOTAL                     9.20%


         Series    Scheduled Payment Dates         Percentage of
                                                original principal
                                                      amount


           B            October 15, 2005              5.00%
                        April 15, 2006                6.00%
                        October 15, 2006              6.00%
                        April 15, 2007                7.00%
                        October 15, 2007              7.00%
                             TOTAL                   31.00%

The principal amortization payments will be made in cash, in the
currency in which each Series is denominated (Pesos, Euros, US
Dollars, and Yen).  Holders of Notes denominated in foreign
currency that are residents in Argentina, will receive payments in
pesos at the prevailing foreign exchange rate as of the Issuance
Date.

The Note Payments indicated in clauses (ii) and (iii) will result
in a reduction of Excess Cash amounts payable under the Notes on
the next Mandatory Prepayment Date (as defined in the Notes).

Payment shall be made to the holders of the Notes held in global
form through the settlement systems of DTC, Euroclear and
Clearstream, as applicable.  If you are an Argentine resident and
you have questions regarding your payments, please contact Banco
Rio de la Plata S.A. domiciled at Bartolome Mitre 480, Ciudad de
Buenos Aires (Tel: 54-11-4341-1000), who has been appointed as
paying agent in Argentina.  Payments to holders of Notes in
certificated form will be made by wire transfer to the accounts of
the respective holders.

Telecom Argentina is a company incorporated under the laws of
Argentina with its registered office at Alicia Moreau de Justo 50,
Piso 10, C1107AAB, Buenos Aires, Argentina.  Telecom Argentina is
one of Argentina's largest telecommunications operators.  It
provides local and long-distance telephony, mobile communications
(through its subsidiary Telecom Personal), data and Internet
access services in Argentina.  It also operates a mobile license
in Paraguay through one of its subsidiaries. Telecom Argentina
common stock is listed on the Buenos Aires Stock Exchange under
the ticker "TECO2" and Telecom Argentina ADSs are listed on the
New York Stock Exchange under the ticker "TEO".

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 16, 2005, Fitch Ratings has assigned preliminary
international scale foreign currency ratings of 'B-' and a
national scale rating of 'BBB-(arg)' to Telecom Argentina S.A.'s
(Telecom).  Fitch has also assigned preliminary international
foreign currency ratings to two new notes to be issued as part of
Telecom's debt restructuring process. Fitch will maintain the
international scale unsecured debt ratings of 'DD' and the
national scale debt ratings of 'D(arg)' until the restructuring
process is completed.  Fitch said the Rating Outlook is expected
to be Stable.


TELESYSTEM INT'L: Distributing $4.2 Billion to Shareholders
-----------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(Nasdaq:TIWI) asks
the Superior Court for the District of Montreal, Province of
Quebec to authorize a First Distribution to its shareholders of
approximately $4.19 billion, equal to $18.80 per fully diluted
common share of TIW.  Presentation of the request is scheduled to
take place on Friday, Aug. 26, 2005.

Pursuant to the Company's Plan of Arrangement, the Court must
authorize the amount of the First Distribution.  Accordingly, TIW
will only be able to confirm the amount and timing of the First
Distribution when the Court has issued its order.  If the Court
authorizes the First Distribution for the amount proposed by the
Company, the First Distribution will be made through a reduction
of the stated capital of the common shares of $17.01 per fully
diluted common share and a dividend of $1.79 per fully diluted
common share.  There are currently 223,096,714 common shares
outstanding, on a fully diluted basis.

In fixing the amount of the First Distribution, the Company and
the Court-appointed Monitor have determined that cash reserves of
approximately $318 million be currently set aside to satisfy:

   (1) potential obligations owing to taxation authorities
       (specific reserves totaling $255 million),

   (2) all remaining costs to dissolution, and

   (3) potential creditor claims and other items including
       contingencies and unforeseen obligations.

Although the Company, the taxation authorities and the Monitor
have together established the specific reserves for potential tax
liability, the taxation authorities have not yet determined the
specific amount of their claims and tax assessments may not be
completed for several months.  The Company believes that there are
no material past, present or future amounts owing to taxation
authorities.  However, there can be no certainty that the
authorities will not propose adjustments, which, if not
successfully opposed by the Company, may result in tax
liabilities.

Aside from a general reserve to be established, the various
components of the cash reserves are planned to be held separately
for the specific parties whose claims they are designed to
satisfy.  In addition, the amount of reserves for potential tax
obligations will be secured in favor of the taxation authorities,
although the Company will retain the benefit of investment income
realized on the reserved funds.  When claims and other items
relating to specific reserves are fully settled, any excess
specific reserve will be transferred to the general reserve.  Any
unused portion of the general reserve will be distributed to the
shareholders of TIW up to the Target Return of $19.9614 per fully
diluted common share plus Investment Income as defined in the Plan
of Arrangement.  Pursuant to the agreements entered with Vodafone
International Holdings B.V., any residual cash will be paid to
Vodafone as a reduction of the purchase price of the Company's
indirect interests in ClearWave N.V. sold on May 31, 2005.

There can be no certainty that the Company will be able to make
further distributions or that distributions will equal to the
Target Return plus Investment Income.

The timing and amount of future distributions by the Company is
dependant on its ability to free up reserves as it settles or
otherwise makes final determination of its liabilities.

Separate record dates will be set for the reduction of capital and
dividend comprised in the First Distribution and these will be
announced after the Court order has been made.  TIW confirms,
however, that it is targeting full payment of the First
Distribution before the end of September.  There can be no
assurance that TIW will be Nasdaq listed at the time of payment,
as Nasdaq has confirmed that it will delist TIW's common shares on
Sept. 19, 2005, in all events.  Upon payment of the First
Distribution, TIW will also voluntarily delist from the TSX.  The
TSX Venture Exchange has conditionally approved the concurrent
listing of the common shares, subject to TIW fulfilling applicable
customary requirements.  There can be no certainty that the
Company will maintain the listing of its shares on an exchange
until future distributions are made.

Telesystem International Wireless Inc. operates under a court
supervised Plan of Arrangement to complete the transaction with
Vodafone announced on March 15, 2005, proceed with its
liquidation, including the implementation of a claims process and
the distribution of net cash to shareholders, cancel its common
shares and proceed with its final distribution and be dissolved.
TIW's shares are listed on NASDAQ ("TIWI") and on the Toronto
Stock Exchange ("TIW").  


THERMOVIEW INDUSTRIES: June 30 Balance Sheet Upside-Down by $13MM
-----------------------------------------------------------------
ThermoView Industries, Inc. (Amex: THV) reported financial results
for the second quarter ending June 30, 2005.

Revenues for the second quarter in 2005 were approximately $18.4
million, compared to revenues in the same quarter of 2004 of
approximately $19.1 million, a decrease of approximately $629,000
or 3.3%.  Revenues for the six months ended June 30, 2005 were
approximately $32.7 million, a decrease of approximately $1.2
million or 3.6% from revenues of approximately $33.9 million from
the same period in 2004.  Gross profit fell approximately $587,000
or 6.3% to approximately $8.8 million for the second quarter of
2005 from approximately $9.4 million in the second quarter of
2004.  Gross profit in the six months ended June 30, 2005 was
approximately $15.1 million, compared to a gross profit of
approximately $16.3 million in the same period in 2004, a decrease
of approximately $1.2 million or 7.3%.

The company incurred an $8 million non-cash charge for impairment
of goodwill in the second quarter.  Management and the company's
auditor's determined that public accounting rules required a
reevaluation of the company's recorded goodwill in light of recent
results of operations.  As a result of that reevaluation, the
company incurred the non-cash charge of $8 million to reflect a
more accurate valuation. This charge negatively impacted the
company's income/loss from operations for the quarter.  The
company will revisit the goodwill valuation on September 30, 2005
as part of its annual evaluation.  Historically, the company has
employed Mercer Capital in connection with this valuation but did
not choose to use them in this instance.

Including the non-cash charge for impairment of goodwill, the
company reported a loss of $8,146,075 attributable to common
shareholders in the second quarter of 2005, compared to a gain of
$619,195 in the same period in 2004.  For the six months ended
June 30, 2005, the company reported a loss of $9,479,651
attributable to common shareholders, compared to a loss of
$884,745 for the same period in 2004.

"Our decrease in revenue is primarily due to interruptions in our
ability to complete installations, which is how we recognize
revenue," said Charles L. Smith, CEO and President of ThermoView.
"We are satisfied with the continued demand for our products and
services, as our backlog is up 15% from the same time last year.
We believe we will be able to recover a portion of this lost
revenue in the next six months as we continue to install this
increased backlog which resulted from installation interruptions
over the first six months of the year."  Mr. Smith further stated
that the company's senior lenders had granted a waiver of the
minimum EBITDA covenant violation.

Mr. Smith also addressed the charge for impairment of goodwill,
indicating that "current results from operations dictated this
unscheduled review of goodwill, but the non-cash charge in no way
impacts our liquidity.  The charge for impairment of goodwill,
however, further reduces our shareholder capital deficiency,
impacting our plan with the American Stock Exchange to regain
compliance with continued listing standards."

Lastly, Company officials reported that its financial consultant,
Crutchfield Capital Corporation, has located several interested
parties for financing solutions to the company's long-term
liquidity concerns.  Among the possible solutions are:

    * financial restructuring through an infusion of capital;

    * a buyout of the senior lenders' positions by an investment
      group;

    * sale of part or all of the company's assets to a strategic
      buyer, either with or without judicial approval; or

    * an internal voluntary restructuring by all stakeholders.

Negotiations with interested parties remain ongoing, and the
company expects to have a more definitive view of its direction in
the next sixty to ninety days.

ThermoView Industries Inc., -- http:www.thv.com/ -- is a national
company that designs, manufactures, markets and installs high-
quality replacement windows and doors as part of a full-service
array of home improvements for residential homeowners.
ThermoView's common stock is listed on the American Stock Exchange
under the ticker symbol "THV."

At June 30, 2005, ThermoView Industries Inc.'s balance sheet
showed a $13,108,879 stockholders' deficit, compared to a
$3,629,228 deficit at Dec. 31, 2004.

                      *     *     *

                    Going Concern Doubt

Crowe Chizek and Company, LLC, expressed substantial doubt about
ThermoView Industries, 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 points to the
Company's significant losses that could bring about defaults in
its debt agreements.


TRANSMETA CORP: Regains Compliance with Nasdaq Listing Requirement
------------------------------------------------------------------
Transmeta Corporation (NASDAQ:TMTA) said that it received written
notification from the Nasdaq Listing Qualifications staff that the
Company has regained compliance with Nasdaq Marketplace Rule
4450(a)(5).  The Nasdaq notification letter stated that the
Company regained compliance with the Minimum Bid Price Rule
because the closing bid price of the Company's common stock has
been greater than $1.00 per share for at least 10 consecutive
business days.

Transmeta Corporation -- http://www.transmeta.com/-- develops and  
licenses innovative computing, microprocessor and semiconductor
technologies and related intellectual property.  Founded in 1995,
Transmeta first became known for designing, developing and selling
its highly efficient x86-compatible software-based
microprocessors, which deliver a balance of low power consumption,
high performance, low cost and small size suited for diverse
computing platforms.  The Company also develops advanced power
management technologies for controlling leakage and increasing
power efficiency in semiconductor and computing devices.  

                          *     *     *

                      Going Concern Doubt

"[T]he Company's recurring losses from operations raise
substantial doubt about its ability to continue as a going
concern," ERNST & YOUNG LLP says in its audit report dated
March 25, 2005, addressed to the company's Board of Directors and
Stockholders.

At Dec. 31, 2004, the Company had $53.7 million in cash, cash
equivalents and short-term investments compared to $120.8 million
and $129.5 million at December 31, 2003 and December 31, 2002,
respectively.

The Company believes that its existing cash and cash equivalents
and short-term investment balances and cash from operations would
not be sufficient to fund its operations.


TULLY'S COFFEE: Equity Deficit Widens to $11.38 Million at July 3
-----------------------------------------------------------------
Tully's Coffee Corporation reported its first quarter financial
results.  Net sales for the first quarter of its 2006 fiscal year,
which ended Sunday, July 3, 2005, were $13,746,000, an increase of
$708,000 (5.4 percent) compared to the same quarter of fiscal
2005.  For first quarter 2006, earnings before interest, taxes,
depreciation and amortization were $261,000 as compared to
$208,000 in the prior year quarter.  Net loss decreased to
$885,000 for first quarter 2006 as compared to $997,000 for the
prior year quarter.

"We are thrilled to announce the evolution of our partnership with
FOODX," said Tom T. O'Keefe, Chairman and founder of Tully's.  "I
am confident that FOODX will continue to honor and protect the
Tully's brand.  Also, the proceeds from this transaction will
immediately generate operating and growth capital without diluting
shareholder value or adding interest costs.  This allows Tully's
to strengthen our wholesale and specialty segments, and to enhance
retail - all key management objectives for sustaining the
company's recent sales growth."

"We were greatly pleased with the growth in company sales and the
improvements in our bottom line," said John Dresel, president of
Tully's. "Our wholesale division is leading the way for our other
divisions."

                Wholesale Division Leads Increase

The wholesale division, which sells Tully's branded coffees to
approximately 3,000 supermarkets, as well as major food service
and office coffee outlets in 19 states, increased net sales by
$918,000 (47.1 percent) to $2,865,000 for first quarter 2006.  
This figure reflects a $784,000 net sales increase in the grocery
channel which, in addition to growth in the number of supermarkets
selling Tully's coffees, can be attributed to a more mature market
positioning and enhanced relationships with existing customers.

"Consumer demand has increased the number of supermarkets carrying
Tully's coffees and expanded distribution in the food service
channel.  This, along with expanded product offerings, has scored
big wins for the wholesale division," said John Dresel, president
of Tully's.  "As we expand our reach through licensed and
franchised stores, we can expect to see those numbers continue to
climb."

                      Retail in Transition

For first quarter 2006, the retail division delivered operating
income of $131,000 on net sales of $9,800,000 as compared to the
prior year quarter operating income of $585,000, on sales of
$9,985,000.  Comparable store sales decreased by 1.3 percent for
first quarter 2006.

"Our retail division is in transition," said Mr. Dresel. "We
implemented several major programs to improve retail store service
levels, including increases in store staffing.  Additionally, we
introduced new summer products to customers through a promotion
that included 'free trial' and discount pricing offers."

A full-text copy of Tully's Coffee Quarterly Report is available
for free at http://ResearchArchives.com/t/s?fe

Founded in 1992, Tully's Coffee Corporation --
http://www.tullys.com/-- is a leading specialty coffee retailer,   
wholesaler and roaster.  Tully's retail division operates
specialty retail stores in Washington, Oregon, California and
Idaho.  The wholesale division distributes Tully's fine coffees
and related products through offices, food service outlets and
leading supermarkets throughout the West.  Tully's specialty
division supports Tully's licensees in the United States and Asia.
Currently, more than 350 company-operated and licensed Tully's
retail locations serve Tully's premium handcrafted coffees, along
with other complementary products.  Tully's corporate headquarters
and roasting plant are located in Seattle at 3100 Airport Way S.

At July 3, 2005, Tully's Coffee reports a $11,377,000
stockholders' deficit, compared to a $10,689,000 deficit at
April 3, 2005.


TULLY'S COFFEE: Selling Japanese Trademarks to FOODX for $17.5MM
----------------------------------------------------------------
Tully's Coffee Corporation agreed to sell the Japanese trademarks
and intellectual property assets for the Tully's business in Japan
to its licensee, FOODX Globe Co., Ltd.  Under the agreement,
Tully's will receive $17.5 million from the transaction.  

FOODX operates 270 Tully's retail stores in Japan.  By changing
the form of its relationship with FOODX, Tully's expects to reduce
its debt and provide capital for growth of its business in the
United States and internationally outside of Japan, while FOODX
continues to grow the Tully's brand in Japan.

Founded in 1992, Tully's Coffee Corporation --
http://www.tullys.com/-- is a leading specialty coffee retailer,   
wholesaler and roaster.  Tully's retail division operates
specialty retail stores in Washington, Oregon, California and
Idaho.  The wholesale division distributes Tully's fine coffees
and related products through offices, food service outlets and
leading supermarkets throughout the West.  Tully's specialty
division supports Tully's licensees in the United States and Asia.
Currently, more than 350 company-operated and licensed Tully's
retail locations serve Tully's premium handcrafted coffees, along
with other complementary products.  Tully's corporate headquarters
and roasting plant are located in Seattle at 3100 Airport Way S.

At July 3, 2005, Tully's Coffee reports a $11,377,000
stockholders' deficit, compared to a $10,689,000 deficit at
April 3, 2005.


UNITED RENTALS: Soliciting Consents to Amend Bond Indentures
------------------------------------------------------------
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 five
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; and
    -- 6 1/2% Convertible Quarterly Income Preferred Securities.
       
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 as described below 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.

The solicitations present certain risks for holders who consent,
as set forth more fully in the consent solicitation statements.
These documents contain important information, and holders should
read them carefully before making any decision.

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.


URANIUM RESOURCES: Registering 67.2% of Outstanding Common Shares
-----------------------------------------------------------------
Uranium Resources Inc. delivered a Registration Statement to the
Securities and Exchange Commission to register 109,283,491 shares
of common stock, representing around 67.2% of the Company's total
outstanding shares, for sale by 126 of its stockholders.

The largest Selling Shareholders include:

     Shareholder                                  Shares Held
     -----------                                  -----------
     William D. Witter                             10,268,950
     Rudolf J. Mueller                              8,022,028
     Mull IRA Howard C. Landis                      4,726,250
     Public Employee Retirement System of Idaho     4,407,000
     Geologic Resource Fund Ltd.                    3,946,666
     City of Milford Pension & Retirement Fund      3,581,000
     Penfield Partners LP                           3,488,600
     Opportunistic Value Fund LP                    3,036,563
     Norwalk Employees Pension Plan                 3,000,000
     WPG Opportunistic Value Fund LP                2,195,500

A complete list of the 126 Selling Shareholders is available for
free at:

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

Mr. Mueller used to be a member of the Company's Board of
Directors.  He resigned in October 2003.  

Uranium Resources' Common Stock is not currently listed on any
national securities exchange or the NASDAQ Stock Market.  Uranium
Resources' Common Stock is quoted on the Over the Counter Bulletin
Board under the symbol URIX.  The Company's share traded around  
$0.50 per share two months ago and increased to as high as $0.70
within the past month.

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

The Company will not receive any proceeds from any sales of these
shares.

Uranium Resources Inc. was formed in 1977 to mine uranium in the
United States using the in situ leach mining process.  Since 1988,
the Company has produced about 6.1 million pounds of uranium from
two South Texas properties, 3.5 million pounds from Kingsville
Dome and 2.6 million pounds from Rosita.  Additional mineralized
uranium materials exist at the Kingsville Dome and Rosita
properties.  In 1999, the Company shut-down its production due to
depressed uranium prices, and from the first quarter of 2000 until
December 2004, it had no source of revenue and had to rely on
equity infusions to remain in business.

At June 30, 2005, Uranium Resources' balance sheet showed a
$25,743,368 stockholders' deficit, compared to a $15,292,696
deficit at Dec. 31, 2004.


VERIDICOM INT'L: Sells $1.22 Mil. Notes & Warrants to 9 Investors
-----------------------------------------------------------------
Veridicom International, Inc., closed on the sale of an additional
$1,220,000 in Notes to nine investors, who received stock purchase
warrants to purchase an aggregate of 2,440,000 shares of the
Company's common stock.

On Feb. 25, 2005, the Company entered into a Securities Purchase
Agreement with:

      * New Millennium Capital Partners II, LLC,
      * AJW Qualified Partners, LLC,
      * AJW Offshore, Ltd.,
      * AJW Partners, LLC,
      * Alpha Capital,
      * Enable Growth Partners L.P.,
      * Whalehaven Capital Fund Limited,
      * Meadowbrook Opportunity Fund LLC; and
      * TCMP3 Partners

for the sale of:

   (1) $5,100,000 in callable secured convertible notes; and

   (2) stock purchase warrants to buy an aggregate of 10,200,000
       shares of our common stock.

                          The Purchases

On Feb. 25, 2005, the Investors purchased $1,700,000 in Notes and
received Warrants to purchase an aggregate of 3,400,000 shares of
the Company's common stock.

Between April 29, 2005, and May 9, 2005, the Investors purchased
an additional $1,700,000 in Notes and received Warrants to
purchase an aggregate of 3,400,000 shares of the Company's common
stock.

Except for the remaining $480,000 to be provided to the Company in
connection with the closing on August 16, 2005, the Investors have
no further obligations to provide the Company with any additional
funds, except in connection with the exercise of any Warrants.

Veridicom used the proceeds to pay legal settlements, general
corporate and operating purposes, including product development
and enhancements, sales and marketing efforts and payment of
consulting and legal fees.

                            The Notes

The Notes bear interest at 10%, mature three years from the date
of issuance, and are convertible into our common stock, at the
Investors' option, at $1.27.  Based on this conversion price, the
$5,100,000 callable secured convertible notes, excluding interest,
were convertible into 4,015,748 shares of our common stock.
However, if an event of default occurs and is continuing, the
conversion price of the Notes will be equal to the lesser of:

   (1) $0.91; or

   (2) 50.0% of the daily volume weighted average price of the
       Company's common stock for the 5 days prior to the date a
       conversion notice is sent to the Company.

The Company may prepay the Notes in the event that no event of
default exists, there are a sufficient number of shares available
for conversion of the callable secured convertible notes.  The
full principal amount of the Notes is due upon default under the
terms of Notes.  In addition, the Company has granted the
Investors a security interest in substantially all of the
Company's assets and intellectual property as well as registration
rights.

                          The Warrants

The Warrants are exercisable until five years from the date of
issuance.  Half of the Warrants are designated as Series A
Warrants and have an exercise price of $3.00 per share and the
other half are designated as Series B Warrants and have an
exercise price of $5.00 per share.  In addition, the exercise
price of the Warrants is adjusted in the event we issue common
stock at a price below market.

The Investors have contractually agreed to restrict their ability
to convert the callable secured convertible notes and exercise the
warrants and receive shares of our common stock such that the
number of shares of our common stock held by them and their
affiliates after the conversion or exercise does not exceed 4.99%
of our then issued and outstanding shares of our common stock.

Veridicom International, Inc., designs, develops and manufactures
computer-based simulation systems for training and decision
support.  These systems included both hardware and software and
are used to train personnel in the use of various military and
commercial equipment.  Much of the Company's simulator business
was in the foreign defense industry.  The tightening of defense
budgets worldwide, combined with the continuing consolidation and
competition in the defense industry, negatively impacted the
growth and profit opportunities for the Company.  As a result, in
July 2000, the Company refocused its business.  In connection with
the refocus, the Company sold its assets related to its computer
based simulation system line of business to a developer and
manufacturer of specialized defense simulation products.  The
Company then commenced development of commercial products in the
area of Internet collaboration.


                        *     *     *

                     Going Concern Doubt

The Company has incurred a net loss of $3,192,568 and has a
working capital deficit of $1,875,182 as of June 30, 2005, which
raises substantial doubt about its ability to continue as a going
concern.  The Company is currently devoting its efforts to raising
additional capital.  


VICORP RESTAURANTS: Earns $1.3 Mil. of Net Income in 3rd Quarter
----------------------------------------------------------------
VICORP Restaurants, Inc. reported financial results for its fiscal
2005 third quarter ended July 14, 2005.

Net revenues for the third quarter of 2005 were $92.5 million, a
2.6% increase from net revenues of $90.1 million reported in the
third quarter of 2004.  The increase in revenues resulted from
sales at the ten new restaurants, net of closures, opened since
the end of the third quarter of fiscal 2004.  Comparable
restaurant sales for the third quarter of 2005 declined 0.8%
versus the previous year's third quarter.  Net income for the
third quarter of 2005 was $1.3 million versus $1.0 million, as
restated, in the comparable period of 2004.

Operating profit was $7.7 million in the third quarter of 2005
versus $7.5 million in the third quarter of 2004 and was flat in
the quarter as a percentage of total revenues.  Decreased food
cost as a percentage of restaurant sales in the third quarter was
offset by higher percentage labor costs and other operating
expenses.  Percentage food cost improved by 1.6 pts in the third
quarter of 2005 versus the previous year's third quarter
principally due to improved percentage costs within the company's
pie manufacturing facilities.

Labor costs were higher by 0.4 pts as a percentage of restaurant
sales due largely to inefficiencies associated with the comparable
restaurant sales decrease discussed above and minimum wage
increases in Illinois and Florida.  Other operating expenses
increased by 1.3 pts as a percentage of restaurant sales due to
higher utility costs, increased marketing expenditures and higher
pre-opening costs during the quarter associated with new
restaurants opened or to be opened this fiscal year.

General and administrative costs increased by $600,000 due
primarily to hiring and training costs associated with the current
year new restaurant growth and legal costs associated with on-
going litigation.

Finally, a $400,000 reduction to the accruals for the California
class action lawsuit settlements, net of related amounts
receivable from the former owners of the Company, was recognized
in the third quarter of fiscal 2005 as the information regarding
the ultimate costs was finalized by the trustee.

Debra Koenig, CEO, commented: "While we are disappointed with the
comparable sales decrease of 2.0% in our Bakers Square concept in
the third quarter, we are, nonetheless, encouraged that the
comparable sales performance is significantly improved over that
of the second quarter and that the concept's performance to date
in the fourth quarter continues to show improvement.  The Village
Inn concept continued its string of positive same store sales with
comparable sales increasing 0.6% in the third quarter, despite the
addition of 15 new Village Inn restaurants into existing Village
Inn markets since the beginning of fiscal 2004.  Additionally, we
are very excited that on August 8 we successfully opened our first
'repositioned' Bakers Square restaurant in Naperville, Illinois.
While the remodeled restaurant has not been open long enough to
draw any conclusions as to its long-term success, we have been
very pleased with the customer response to date. During the third
quarter, we opened five new restaurants.  We have opened 10 new
restaurants in the first three quarters of this year, nine Village
Inn restaurants and one Bakers Square restaurant.  We plan to open
a total of 12 to 15 new restaurants in the fourth quarter, to
bring the full year openings to 22 to 25 new restaurants,
predominantly under the Village Inn brand."

Year-to-date through the third quarter, net revenues were $291.8
million in 2005 reflecting a 2.8% increase over the comparable
period of 2004.  The increase was attributable to incremental
sales from the seven new restaurants opened in fiscal 2004 and the
ten new restaurants opened year-to-date in fiscal 2005, in
addition to the three extra operating days, partially offset by a
year-to-date 1.5% decline in comparable restaurants sales.
Operating profit increased $1.2 million fiscal year-to-date over
the same period last year, principally due to improved performance
in our pie manufacturing facilities and incremental contribution
from the new restaurants opened in fiscal 2004 and 2005 year-to-
date, partially offset by higher overhead costs.

Net income was $4.0 million for the first three quarters of fiscal
2005 compared to a loss of $600,000 last year.  Fiscal 2004's
results included $6.9 million of pre-tax debt extinguishment
costs.

         Restatement of Consolidated Financial Statements

The Company restated its previous year's reported audited
consolidated financial statements principally as a result of a
review of its lease accounting policies and practices prompted by
the views expressed by the Office of the Chief Accountant of the
SEC on February 7, 2005, in a letter to the American Institute of
Certified Public Accountants and other recent interpretations
regarding certain operating lease issues and their application
under GAAP.

From its review, the Company determined that:

    1) a substantial number of restaurant property real estate
       transactions which were consummated between fiscal 1999 and
       fiscal 2004 needed to be accounted for as deemed financing
       transactions as opposed to sale-leaseback transactions,

    2) the Company needed to change its accounting for straight-
       line rent expense with respect to certain leases with
       scheduled rent escalations,

    3) the Company needed to change the useful lives used as a
       basis for depreciating certain leasehold improvements,

    4) the Company needed to change how it accounted for deferred
       income taxes in relation to certain purchase price
       allocations associated with business acquisitions, and

    5) certain other miscellaneous adjustments needed to be
       recorded.

The principal impact of the restatement was to record on the
Company's consolidated balance sheets the assets from real estate
transactions that it previously believed to be sale-leaseback
transactions which were consummated in 1999, 2001 and 2003 related
to 79 existing restaurants and nine new restaurant locations
opened in 2003 and 2004, and to record the proceeds from these
transactions as liabilities under the caption "Deemed landlord
financing liability."

Operating results were restated to recognize depreciation expense
associated with the assets subject to these transactions and re-
characterize the lease payments previously reported as rent
expense as principal repayments and imputed interest expense. In
addition, the Company's reported rent expense was increased to
correct certain errors related to our accounting for rent
escalator accruals, and its reported depreciation expense was
increased to reflect corrected useful lives of certain leasehold
improvements.

The net effect of the adjustments to the Company's consolidated
statement of operations for the third quarter of 2004 (84 days
ended July 8, 2004) was a decrease in net income of $725,000.  
This consisted of a decrease in operating and franchise expenses
by $1,420,000 and $41,000, respectively, an increase in interest
expense of $2,613,000 and a decrease in the provision for income
taxes of $427,000.

The net effect of the adjustments to the Company's consolidated
statement of operations for the first three quarters of 2004 (256
days ended July 8, 2004) was a decrease in net income of
$2,038,000.  This consisted of a decrease in operating and
franchise expenses by $4,422,000 and $123,000, respectively, an
increase in interest expense of $8,167,000 and an increase in the
benefit for income taxes of $1,584,000.

VICORP Restaurants, Inc. operates family-dining restaurants under
two proven and well-recognized brands, Village Inn and Bakers
Square. VICORP, founded in 1958, has 379 restaurants in 25 states,
consisting of 279 company-operated restaurants and 100 franchised
restaurants.  Village Inn is known for serving fresh breakfast
items throughout the day, and we have also successfully leveraged
its strong breakfast heritage to offer traditional American fare
for lunch and dinner.  Bakers Square offers delicious food for
breakfast, lunch and dinner complimented by its signature pies,
including dozens of varieties of multi-layer specialty pies made
from premium ingredients.  The Company's headquarters is located
at 400 West 48th Avenue, Denver, Colorado 80216.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Standard & Poor's Ratings Services revised its outlook on VICORP
Restaurants Inc. to negative from stable.  The 'B+' corporate
credit and 'B' senior unsecured debt ratings on the company are
affirmed.

"The outlook revision is based on declining operating performance
at the company's Bakers Square concept and credit measures that
are below Standard & Poor's expectations," said Standard & Poor's
credit analyst Robert Lichtenstein.  Same-store sales at Bakers
Square dropped 3.7% and 5.5% in the first and second quarters of
fiscal 2005, respectively, after decreasing 1% and 2.5% in all of
2004 and 2003, respectively.  Although management is undertaking a
repositioning of the Bakers Square concept, they are still at the
early stages of the process, and success could be challenging.

The ratings reflect the Denver, Colorado-based company's
participation in the highly competitive restaurant industry, its
small size, weak cash flow protection measures, and a highly
leveraged capital structure.


WACHOVIA BANK: Fitch Retains Low-B Rating on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirms Wachovia Bank Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2003-C3:

     -- $232.3 million class A-1 'AAA';
     -- $477.8 million class A-2 'AAA';
     -- $910.5 million class IO-I 'AAA';
     -- $717.8 million class IO-II 'AAA';
     -- $36.3 million class B 'AA';
     -- $12.9 million class C 'AA-';
     -- $25.8 million class D 'A';
     -- $12.9 million class E 'A-';
     -- $10.5 million class F 'BBB+';
     -- $12.9 million class G 'BBB';
     -- $12.9 million class H 'BBB-';
     -- $22.3 million class J 'BB+';
     -- $9.4 million class K 'BB';
     -- $7 million class L 'BB-';
     -- $2.3 million class M 'B+';
     -- $7 million class N 'B';
     -- $4.7 million class O 'B-'.

Fitch does not rate the $23.4 million class P certificates.

The rating affirmations are the result of the transaction's stable
performance since issuance.  As of the July 2005 distribution
date, the pool's aggregate certificate balance has decreased 2.94%
to $910.5 million from $937.3 million.  To date, there have been
no loan payoffs or losses.

Fitch reviewed the only credit assessed loan in the pool, the
Residence Inn Portfolio (3.56%).  The year-end 2004 Fitch stressed
debt-service coverage ratio is 2.04x, an increase from 1.62x YE
2003 and 1.96x at issuance.  The Fitch stressed DSCR is calculated
by taking the average of the Fitch constant DSCR, to reflect
balloon risk, and the Fitch term DSCR, to reflect term risk.  
Occupancy increased to 77% YE 2004 from 75% YE 2003.  The loan
maintains an investment-grade assessment.

Currently, there are no delinquent loans or loans in special
servicing.


WACHOVIA BANK: Fitch Places Low-B Rating on Six Cert. Classes
-------------------------------------------------------------
Wachovia Bank Commercial Mortgage Trust, series 2005-C20,
commercial mortgage pass-through certificates are rated by Fitch
Ratings:

     -- $85,000,000 class A-1 'AAA';
     -- $148,096,000 class A-2 'AAA';
     -- $366,354,000 class A-3SF 'AAA';
     -- $218,500,000 class A-4 'AAA';
     -- $121,067,000 class A-5 'AAA';
     -- $218,837,000 class A-6A 'AAA';
     -- $50,000,000 class A-6B 'AAA';
     -- $176,137,000 class A-PB 'AAA';
     -- $861,812,000 class A-7 'AAA';
     -- $318,883,000 class A-1A 'AAA';
     -- $100,000,000 class A-MFL 'AAA';
     -- $266,384,000 class A-MFX 'AAA';
     -- $274,788,000 class A-J 'AAA';
     -- $3,531,024,000 class X-P* 'AAA';
     -- $3,663,837,891 class X-C* 'AAA';
     -- $77,856,000 class B 'AA';
     -- $27,479,000 class C 'AA-';
     -- $68,697,000 class D 'A';
     -- $41,218,000 class E 'A-';
     -- $41,218,000 class F 'BBB+';
     -- $32,059,000 class G 'BBB';
     -- $41,218,000 class H 'BBB-';
     -- $22,899,000 class J 'BB+';
     -- $13,739,000 class K 'BB';
     -- $13,739,000 class L 'BB-';
     -- $9,160,000 class M 'B+';
     -- $9,160,000 class N 'B';
     -- $9,160,000 class O 'B-';
     -- $50,377,891 class P 'NR';

     *Notional Amount and Interest-Only.

Class P is not rated by Fitch. Classes A-1, A-2, A-3SF, A-4, A-5,
A-6A, A-6B, A-PB, A-7, A-1A, A-MFL, A-MFX, A-J, B, C and D are
offered publicly while classes E, F, G, H, J, K, L, M, N, O, X-P,
X-C are privately placed pursuant to rule 144A of the Securities
Act of 1933.  The certificates represent beneficial ownership
interest in the trust, primary assets of which are 209 fixed-rate
loans having an aggregate principal balance of approximately
$3,663,837,892, as of the cutoff date.  The ratings on the Class
A-3SF and Class A-MFL certificates only address receipt of the
fixed-rate coupon and do not address whether investors will
receive a floating-rate coupon.  Additionally, the ratings of the
Class A-3SF and Class A-MFL certificates do not address any costs
associated with a floating-rate swap.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Wachovia Bank Commercial Mortgage Trust, series
2005-C20', dated Aug. 2, 2005 and available on the Fitch Ratings
web site at http://www.fitchratings.com/


WARWICK VALLEY: CoBank Waives Reporting Deadline Until Sept. 30
---------------------------------------------------------------
CoBank, the lender under Warwick Valley Telephone Company's
(NASDAQ: WWVYE) major credit facility, has extended the waiver it
had previously given the Company from any default relating to the
Company's delay in filing its 2004 Form 10-K, which contains the
Company's audited financial statements.  The Company now has until
Sept. 30 to file its financial statements.

Although CoBank never delivered a notice of default to the
Company, the Company's failure to deliver its audited financials
would, without the extension of CoBank's waiver, have permitted
CoBank to declare an Event of Default that could accelerate the
maturity of all amounts then outstanding.

                      Nasdaq Delisting

In addition, the Company received a letter, dated Aug. 17, 2005,
from the Listing Qualifications Department of The Nasdaq Stock
Market notifying the Company that its failure to file on time its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2005
constitutes an additional deficiency under Marketplace Rule
4815(b).  This deficiency is an additional basis for delisting the
Company's Common Shares.  

The Company previously reported on Aug. 11, 2005, that it was
unable to file the Second Quarter 10-Q by the prescribed filing
deadline without unreasonable effort or expense as it is still in
the process of finalizing its Annual Report on Form 10-K for the
year ended Dec. 31, 2004.  Neither the Second Quarter 10-Q nor the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, can be filed until the 2004 Form 10-K is filed,
since quarterly reports must refer to audited annual financial
information from the prior year.  

                  Sarbanes-Oxley Compliance

The Company's late filing of the Form 10-K is due to the complex
nature of the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002 and the fact that the Company encountered
unanticipated delays in connection with the evaluation and testing
that are part of preparing its assessment of its internal control
over financial reporting.  The Company is continuing to devote
intense effort to that assessment and all other matters that are
necessary so that the 2004 Form 10-K and both the First Quarter
and Second Quarter 10-Q can be filed.  The delays have not
resulted from the discovery of circumstances which would require
any restatement of its prior financials.

Warwick Valley Telephone Company is based in Warwick, N.Y.  The  
Company's Sept. 30, 2004 balance sheet shows $67 million in  
assets and $26 million in liabilities.


WELLS FARGO: Fitch Assigns BB Rating to $1.4MM Class B Certs.
-------------------------------------------------------------
Fitch rates Wells Fargo Mortgage Securities Corp.'s mortgage pass-
through certificates, series 2005-AR15:

     -- $665,232,100 classes I-A-1 through I-A-10, I-A-R, II-A-1
        and II-A-2 senior certificates, 'AAA';

     -- $16,977,000 class B-1, 'AA';

     -- $4,158,000 class B-2, 'A';

     -- $2,425,000 class B-3, 'BBB';

     -- $1,386,000 class B-4, 'BB'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 2.45% class B-1 certificates, 0.60%
class B-2 certificates, 0.35% class B-3 certificates, 0.20%
privately offered class B-4 certificates, 0.20% privately offered
class B-5 certificates and 0.20% privately offered class B-6
certificates.  Classes B-1, B-2, B-3, and the privately offered
class B-4 certificates are rated 'AA', 'A', 'BBB', and 'BB'
respectively, based on their respective subordination.  The class
B-5 and B-6 certificates are not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by two pools of mortgage loans, which
consist of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately seven years.  Thereafter, the
interest rate will adjust on an annual basis to the sum of the
weekly average yield on US Treasury Securities adjusted to a
constant.  83.90%% of the aggregate mortgage loans are interest
only loans, which require only payments of interest until the
month following the first adjustment date.  The mortgage loan
groups are cross-collateralized and aggregated for statistical
purposes as represented below.

The mortgage loans have an aggregate principal balance of
approximately $692,949,948 as of the cut-off date (Aug. 1, 2005),
an average balance of $465,692, a weighted average remaining term
to maturity of 359 months, a weighted average original loan-to-
value ratio of 72.39% and a weighted average coupon of 5.391%.  

Rate/Term and cashout refinances account for 16.63% and 20.33% of
the loans, respectively.  The weighted average FICO credit score
of the loans is 742. Owner occupied properties and second homes
comprise 99.6% of the loans.  The states that represent the
largest geographic concentration are California (38.47%), and
Virginia (9.10%).  All other states represent less than 5% of the
aggregate pool balance as of the cut-off date.

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

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc.  
WFHM sold the loans to Wells Fargo Asset Securities Corporation, a
special purpose corporation, who deposited the loans into the
trust.  The trust issued the certificates in exchange for the
mortgage loans.  WFB, an affiliate of WFHM, will act as servicer,
master servicer and custodian, and Wachovia Bank, NA, will act as
trustee and paying agent.  For federal income tax purposes,
elections will be made to treat the trust as three separate real
estate mortgage investment conduits.


WINN-DIXIE: Gets Court Nod to Renew Insurance Programs with ACE
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Middle
District of Florida to:

    -- renew insurance programs and related agreements with ACE
       American Insurance Company; and

    -- assume a Workers' Compensation Insurance Program with ACE.

ACE provides the Debtors with a casualty insurance program for
workers' compensation, general liability and automobile
liability.

As previously reported in the Troubled Company Reporter on
Aug. 3, 2005, the Debtors and ACE agreed to renew the Insurance
Programs on June 28, 2005.  ACE's Proposal requires the Debtors to
post $65 million in letters of credit, and contains these premium
modifications:

    a. Workers' Compensation Program: $1,946,028 -- a decrease of
       $212,410;

    b. General Liability Program: $1,032,461 -- a decrease of
       $386,079; and

    c. Auto Liability: $373,855 -- a decrease of $146,477.

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


WINN-DIXIE: Obtains Amendments to DIP Financing
-----------------------------------------------
As previously reported in the Troubled Company Reporter on
Mar. 31, 2005, the U.S. Bankruptcy Court for the Middle District
of Florida approves Winn-Dixie Stores, Inc., and its debtor-
affiliates' DIP Financing Agreement with Wachovia Bank National
Association, as Administrative Agent and Collateral Agent, and
other financial institutions party thereto.

The Debtors are authorized to continue performing under and
comply in all respects with the DIP Agreement and the other Loan
Documents.

The Debtors have obtained an amendment dated July 29, 2005, to
their DIP Credit Agreement, which allows them to move forward
with execution of stipulations with certain trade vendors.

The Stipulations addressed the reconciliation and treatment of
trade vendors' reclamation claims and the establishment of a
postpetition trade lien program.

In addition, the definition of permitted dispositions was amended
to allow the Debtors to move forward with their plans to sell or
liquidate certain retail store locations.

Wachovia Bank, National Association, serves as administrative
agent and collateral monitoring agent for the Lenders.  General
Electric Capital Corporation and The CIT Group/Business Credit,
Inc., act as syndication agents.

Bank of America, NA, Merrill Lynch Capital, a division of Merrill
Lynch Business Financial Services, Inc., GMAC Commercial Finance
LLC and Wells Fargo Foothill, LLC, serve as documentation agents.

A full-text copy of the amendment to the Credit Agreement is
available for free at http://ResearchArchives.com/t/s?fc

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


WINN-DIXIE: Court Okays Stipulation With Trade Creditors
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Middle
District of Florida to enter into a stipulation with trade
vendors.  The Stipulation establishes a trade vendor lien program
and procedures for the calculation and treatment of trade vendors'
reclamation claims.

As previously reported in the Troubled Company Reporter on
July 12, 2005, the reclamation procedures provided the mechanism
pursuant to which reclamation claims would be resolved.  Based on
the Debtors' analysis and conversations with reclamation
vendors, there were several factual and legal issues subject to
dispute.  Rather than litigate these factual and legal issues,
the Debtors and the Vendors sought to resolve the Vendors'
reclamation claims and entered into negotiations to reach a
mutually satisfactory resolution.  The negotiations resulted in a
program whereby a Vendors' reclamation claim would be resolved
and each reclamation vendor may opt to participate in the program
on the same terms as the Vendors.

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


YUKOS OIL: Alleges Selective Treatment Over Renumeration Probe
--------------------------------------------------------------
YUKOS Oil Company reported that the General Prosecutor has begun
an investigation into the remuneration of 1600 individual members
of staff during the years 2001, 2002 and 2003.  The Company
understands that the General Prosecutor's Office is alleging that
the methods used by the Company to pay its staff were unlawful.
The Company's position is that the General Prosecutor's request
for information on the remuneration for staff at Yukos's Moscow
offices is inappropriate and the Company refutes such allegations.  
The investigations suggest that YUKOS and its employees are once
again subject to potentially selective and retrospective legal
claims as part of an on-going campaign to discredit the Company
and damage employee morale.

Yukos Oil Company confirms that during that period staff benefited
from widely marketed life insurance products offered by Russian
insurance companies as part of a standard remuneration package.  
This is a widespread practice in Russia and is made available to
hundreds of thousands of the country's employees.  Yukos strongly
believes that other beneficiaries of such insurance products
included the General Prosecutor's Office, government officials,
the Russian Tax Service, local and regional tax inspectors and a
range of Russian corporations.  Independent investigation will
confirm this and will show that once again Yukos has been singled-
out for special treatment by the Russian authorities.

Commenting on the latest investigations, a Yukos Oil Company
spokesperson said: "There is no doubt that Yukos takes its
employee remuneration very seriously, this was also the case in
2001, 2002, and 2003.  The Company is sure that the life insurance
products offered by insurance companies to its employees met with
the widespread business customs and the exacting standards of the
Russian Tax Service, which along with the General Prosecutor's
Office, used identical remuneration mechanisms for its own staff.  
Once again the Company is suffering from the General Prosecutor's
double standards as it elects to ignore the actions of many other
companies and government ministries and pin-point its
investigations on Yukos.

"We can only speculate on their motives as they apparently seek to
undermine the Company's reputation and create confusion and
concern amongst staff.  The Company will provide support to
present and former employees who may become victims of selective
claims by the General Prosecutor's Office."

                        No Probe Launched

The Russian Prosecutor General did not launch a probe into
salaries and bonuses paid to Yukos Oil Company's 1,600 employees
in 2001 to 2003, unidentified sources told Interfax.

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)

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***