TCR_Public/050829.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, August 29, 2005, Vol. 9, No. 204    

                          Headlines

ACETEX CORP: S&P Withdraws B+ Senior Unsecured Debt Ratings
AFFINIA GROUP: Moody's Affirms Sr. Subordinated Notes' Junk Rating
ALLIED HOLDINGS: Court Grants Final Access to $230 Mil. DIP Loan
ALLIED HOLDINGS: Court Approves Assignment of Timberland Lease
AMERISOURCEBERGEN: Refinancing Debt & Expanding Repurchase Program

AR UTILITY: Co-Owner Asks Court to Withdraw Strojnik Retention
ARMSTRONG WORLD: Bank One Resigns from Creditors Committee
ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Sept. 28
ATA AIRLINES: Chicago Express Creditors Want an Official Committee
ATLANTICA NY YACHT: Voluntary Chapter 11 Case Summary

AUTO BEAUTY: Case Summary & 24 Largest Unsecured Creditors
AVITAR INC: AMEX to Halt Common Stock Trading Today
BALLY TOTAL: Stephen Swid Resigns From Board of Directors
BEVERLY ENTERPRISES: NASC Increases Take-Over Bid to $1.9 Billion
BIOVAIL CORP: S&P Affirms BB+ Long-Term Corporate Credit Rating

BIRCH TELECOM: Wants to Hire Skadden Arps as Bankruptcy Counsel
BIRCH TELECOM: Wants to Continue Engagement of AEG Partners
BRASS CITY: Case Summary & 20 Largest Unsecured Creditors
BROCKWAY PRESSED: Gets Court Nod to Employ Perkins Coie as Counsel
BUEHLER FOODS: Wants Until Oct. 31 to File Chapter 11 Plan

BUEHLER FOODS: Kentucky Unit Taps SSG Capital as Financial Advisor
CARGO CONNECTION: June 30 Balance Sheet Upside-Down by $3.9 Mil.
CATHOLIC CHURCH: Portland Lays Down Treatment of Private Documents
CHARTER COMMS: S&P Places Junk Corporate Credit Rating on Watch
CIRCUS & ELDORADO: S&P Lowers Issuer Credit Rating to B from B+

CITGO PETROLEUM: S&P Affirms BB Corporate Credit Rating
CRESCENT CAPITAL: Case Summary & 5 Largest Unsecured Creditors
CROWN HOLDINGS: Selling Global Plastic Closures Unit to Financiere
EASYLINK SERVICES: Seeks NASDAQ Hearing to Address Non-Compliance
ELDORADO RESORTS: S&P Lowers Corporate Credit Rating to B from B+

ESCHELON TELECOM: Equity Deficit Widens to $22.98 Mil. at June 30
EURAMAX INT'L: Moody's Junks 2nd Lien Sr. Sec. Credit Facility
GE COMMERCIAL: Fitch Rates 3 Certificate Classes at Low-B
GITTO GLOBAL: Chapter 7 Trustee Wants 401(k) Plan Trustee Replaced
GLOBAL IMAGING: Moody's Lifts $57.5 Million Notes' Rating to Ba3

GREGORY TIFT: Case Summary & 14 Largest Unsecured Creditors
GUGGENHEIM STRUCTURED: Fitch Puts BB Rating on $10MM Fixed Notes
HILITE INDUSTRIES: Moody's Junks $30 Million Senior Sub. Notes
HASCO: Fitch Assigns BB Rating to $5.1MM Private Certificates
HOLLINGER INC: Inspection Costs Top $11M as Access Problems Stir

HOLLINGER INC: Has $65.9 Million of Cash on Hand at Aug. 19
HOLLINGER INC: Court OKs Rattee & Drinkwater Appointments to Board
HUNTSMAN INT'L: Moody's Assigns B1 Corporate Family Rating
HUSMANN-PEREZ: Judge Paskay Dismisses Bad Faith Chapter 22 Filing
INFOUSA INC: Looks for Other Options After Rejecting $390-Mil Bid

INFOUSA INC: S&P Revises CreditWatch Implications to Developing
INSEQ CORPORATION: June 30 Balance Sheet Upside-Down by $414,700
INTERACTIVE MOTORSPORTS: Equity Deficit Tops $2 Mil. at June 30
KAISER ALUMINUM: Files First Amended Plan & Disclosure Statement
KMART CORP: Stay Partially Lifted to Allow Donna Norton Action

KMART CORP: Court Approves Critical Vendor Settlement
LAND O'LAKES: S&P Raises Corporate Credit Rating to B+ from B
LB-UBS COMMERCIAL: Fitch Puts Low-B Rating on Three Cert. Classes
LIN TV: S&P Lowers Long-Term Corporate Credit Rating to B+
MARIA PARHAM: Poor Performance Prompts Fitch to Downgrade Rating

MCI INC: Eight Officers Acquire 4,600 Shares of Common Stock
MCKESSON CORP: Moody's Rates Senior Subordinated Shelf at (P)Ba1
MERIDIAN AUTOMOTIVE: Evaluates 95 Reclamation Claims from Vendors
MERIDIAN AUTOMOTIVE: Panel Wants Clarification on Huron's Fee Cap
MERIDIAN AUTOMOTIVE: Union & UST Object to KERP Implementation

METALFORMING TECH: Arranges Private Sale of Lexington Assets
METALFORMING TECH: Wants Lease Decision Period Extended to Nov. 15
METALFORMING TECHNOLOGIES: Hires Fisher Phillips as Labor Counsel
MIKE TEOFILOVICH: Case Summary & 7 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Lowers Rating on Seven Certificate Classes

NBTY INC: Buying Back 8-5/8% Senior Subordinated Notes for Cash
NEW WORLD PASTA: Wants Financial Balloting as Solicitation Agent
PATHMARK STORES: John Standley Replaces Eileen Scott as CEO
PATTEN TOWERS: Case Summary & 20 Largest Unsecured Creditors
PLYMOUTH RUBBER: Releases List of Equity Security Holders

POUNDS & FRANCS: Case Summary & 20 Largest Unsecured Creditors
PROVIDIAN FIN'L: Regulator OKs $6.5-Bil Sale to Washington Mutual
RISK MANAGEMENT: Retains Finley & Buckley as Special Counsel
RITE AID: Kevin Twomey Replaces John Standley as CFO
ROBEWORKS INC: Files for Chapter 11 Protection in C.D. California

ROBEWORKS INC: Case Summary & 20 Largest Unsecured Creditors
RUSSELL-STANLEY: Files Schedules of Assets and Liabilities
S-TRAN HOLDINGS: Wants DIP Loan & Cash Collateral Use Extended
SCIENTIFIC GAMES: Extends 6-1/4% Exchange Offer Until Tomorrow
SEA CONTAINERS: Losses Cue S&P to Place Ratings on Negative Watch

SEQUOIA: Increased Credit Support Cues Fitch's Rating Upgrades
SIX FLAGS: Board Soliciting Bids To Compete with Red Zone Offer
SIX FLAGS: S&P Places B- Corporate Credit Rating on CreditWatch
SOLUTIA INC: Roux Associates Holds $1.5M Allowed Unsecured Claim
STATION CASINOS: Issuing $150MM 6-7/8% Senior Subordinated Notes

TENET HEALTHCARE: Non-Filing of Financials Prompt Default Notice
TFS ELECTRONIC: Section 341 Meeting Slated for Sept. 27
TFS ELECTRONIC: Wants to Access $2.5 Million DIP Financing
TOWER AUTOMOTIVE: Court Okays General Motors' Settlement Pact
TOWER AUTOMOTIVE: Court Okays Steel Supply Pact & Cure Payment

TOWER AUTOMOTIVE: Commercial Agreements with Trim Trends Approved
TRICOM S.A.: Posts $20.8 Million Net Loss in Second Quarter
TRIM TRENDS: Commercial Agreements with Tower Automotive Approved
UNICAL INT'L: Ch. 7 Trustee Gets Court Nod to Hire ASK Financial
UNITED RENTALS: Noteholders Band to Negotiate Consent Offer Terms

UNUMPROVIDENT CORP: S&P Affirms BB+ Counterparty Credit Rating
USG CORP: Joint Discovery Plan Hearing Slated for Sept. 20
VALLEY CITY: Committee Gets Court OK to Hire Thorp Reed as Counsel
VARTEC TELECOM: IR Committee Wants to Modify Scouler's Retention
W.R. GRACE: Wants to Hire Foley Hoag as Environmental Counsel

WELLCARE HEALTH: Moody's Reviews B2 Senior Secured Debt Rating
WESTERN SKIES: Voluntary Chapter 11 Case Summary
WINMAX TRADING: Equity Deficit Nears $2 Million at June 30
WORLDCOM INC: Moves for Summary Judgment on Deutsche Bank's Claim

* BOND PRICING: For the week of Aug. 22 - Aug. 26, 2005

                          *********

ACETEX CORP: S&P Withdraws B+ Senior Unsecured Debt Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and senior unsecured debt ratings on Acetex Corp. following
the redemption of the outstanding 10-7/8% notes on Aug. 19, 2005,
by its new parent, Celanese Corp.
     
Celanese, the parent of BCP Crystal US Holdings Corp.
(B+/Positive/--), acquired Acetex for $492 million on July 20,
2005.
     
Vancouver, British Columbia-based Acetex is the second-largest
producer of acetic acid in Europe.


AFFINIA GROUP: Moody's Affirms Sr. Subordinated Notes' Junk Rating
------------------------------------------------------------------
Moody's Investors Service has lowered the speculative grade
liquidity rating of Affinia Group Inc. to SGL-4 from SGL-3.  At
the same time, the rating agency affirmed the company's long-term
ratings and stable outlook.  The actions reflect:

   * Affinia's weaker-than-planned operating earnings year-to-date
     in 2005;

   * the negative impact to available external liquidity arising
     from financial covenant calculations based on trailing
     EBITDA; and

   * step-downs in the maximum leverage ratio under its bank
     credit agreement that occur over the next 6 months.

However, Affinia has been able to reduce actual levels of
indebtedness from year-end 2004 through improved working capital
management and lower than plan cash restructuring costs.  Going
forward, completed restructuring actions should yield savings and
improved operating performance.  Anticipated seasonal unwinding of
working capital in the second half of 2005 will also facilitate
debt reduction until seasonal working capital requirements arise
in the first half of 2006, when higher levels of free cash flow
are expected.  Consequently, the company faces uncertainty
regarding access to its external committed facilities and
financial covenant compliance, but should develop improved cushion
under those covenants and stronger profitability over the
intermediate term.

Ratings changed:

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

Ratings affirmed:

   * Corporate Family, B2
   * Senior Secured 1st lien bank credit facilities, B2
   * Senior Subordinated Notes, Caa1

In the first half of 2005 Affinia generated adjusted EBITDA of
approximately $57 million and reduced aggregate indebtedness
roughly $30 million during a period that typically experiences an
increase in external financing due to seasonal working capital
requirements.  In addition, during the second quarter it incurred
incremental purchase price and working capital settlements from
the company's leveraged acquisition in late 2004.  The company has
completed a number of restructuring actions in the first half.  
The time lag in recovering higher steel costs through pricing
actions has run most of its course with metal prices having
retreated from earlier highs.  Combined, savings from
restructuring actions, lower raw material costs, the return of
cash from the sale of its Beck-Arnley unit, and the seasonal
unwinding of working capital in the second half of 2005 are
anticipated to lower debt levels and generate stronger
performance.

On a fully adjusted basis (using Moody's standard adjustments for
accounts receivable securitization, the modified present value of
operating leases and a seller PIK note), Affinia's debt/EBITDA
will be in excess of 5 times.  EBIT/Interest coverage in 2005 is
anticipated to be greater than 1.5 times.  Aftermarket replacement
demand for Affinia's core filter, chassis and brake parts remains
fairly stable but continues to be subject to levels of aggregate
miles driven and disposable income, both of which can be affected
by higher fuel prices.  Margins are also exposed to the sales mix
between premium and value parts, pressure from lower cost offshore
competitors and changes in raw material costs.  Consequently, the
existing long term ratings and outlook have been affirmed.

At the end of June, Affinia had approximately $34 million of cash.
The sale of Beck Arnley at the end of the first quarter resulted
in the return of some $17 million of cash to the parent and
eliminated the potential need for further support for that
operating unit.  Quarterly free cash flow will have some variation
due to working capital seasonality, but is expected to be positive
over the next twelve months.  Planned restructuring activities for
2005 have been substantially completed, but will involve some on-
going cash disbursements.  External liquidity is provided by a
$125 million term revolving credit facility (no borrowings at June
3 but $7 million of letters of credit had been issued at March
31), and a $100 million accounts receivable securitization
facility which also has a term commitment ($27 million was
utilized at the end of June).  The ability to develop alternate
liquidity arrangements is constrained due to the extent of the
bank liens over the asset base and asset sale recapture provisions
under the bank credit facilities.

Bank financial covenants include a debt/EBITDA ceiling, maximum
capital expenditures and a minimum interest coverage ratio.
Affinia was in compliance with these covenants at the end of June.
However, the permissible debt/EBITDA ratio reduces at the end of
the 3rd quarter and again at the end of the 4th quarter.  Given
the operating performance of the company and the effect of
calculating the ratio on a last twelve months basis with stronger
historical results being replaced with weaker current quarters,
headroom for compliance with the leverage covenant is anticipated
to reduce and constrict effective available amounts under the
revolving credit.  Should there be a violation of the revolving
credit facility's financial covenants, access to the accounts
receivable securitization facility may also be impacted.

As a result, Affinia's speculative grade liquidity rating has been
reduced to SGL-4 from SGL-3.  The rating reflects:

   * modest cash balances;

   * expectations for internal cash flow and balance sheet
     liquidity to cover working capital and capital expenditures
     over the next twelve months;

   * limited availability under its revolving credit facility due
     to financial covenant constraints;

   * the potential for covenant compliance issues to affect access
     to its accounts receivable securitization facility; and

   * minimal scope to arrange alternative liquidity given the
     secured nature of the bank credit facilities.

Affinia Group Inc. is a leading designer, manufacturer and
distributor of:

   * automotive aftermarket components for passenger cars,
   * SUVs,
   * light and heavy trucks, and
   * off-highway vehicles.

Its principal product range includes brake, filtration and chassis
products and is sold across:

   * North America,
   * Europe, and
   * South America.  

Its annual revenues are approximately $2.1 billion.


ALLIED HOLDINGS: Court Grants Final Access to $230 Mil. DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave its final approval to Allied Holdings, Inc., and its debtor
affiliates' request to borrow up to $230 million from General
Electric Capital Corp., Morgan Stanley Senior Funding, Inc., and
Marathon Structured Finance Fund.

The DIP Credit Facility includes a $130 million revolving credit
line and $100 million in two term loans.

The Official Committee of Unsecured Creditors and all non-debtor
parties-in-interest will have until September 29, 2005, to
investigate the validity, perfection and enforceability of the
Prepetition Liens and the amount and allowability of the
Prepetition Indebtedness, or to assert any other claims or causes
of action against the Prepetition Agents or Prepetition Lenders.

                   Committee Objections

Richard B. Herzog, Jr., Esq., at Nelson, Mullins Riley &
Scarborough, LLP, Atlanta, Georgia, tells the Court that from the
beginning of the Debtors' Chapter 11 cases, the Official
Committee of Unsecured Creditors has worked constructively with
the Debtors and their counsel toward understanding fully the
terms of the DIP Facility Agreement and have provided comments to
both the DIP Facility Agreement and the Proposed Final Order.

Mr. Herzog adds that the Committee has not seen a proposed
amendment to the DIP Facility Agreement and therefore, has not
had the opportunity to confirm that their comments are indeed
accurately reflected in the documentation and that any additional
modifications to the DIP Facility Agreement and the Final Order
are acceptable to the Committee.

The Committee wants to reserve any and all rights to object to
the extent that its comments are not accepted or to the extent
further modifications are made to the DIP Agreement or the Final
Order.

                    United States Trustee

The United States Trustee notes that the Debtors proposed that
financing under the DIP Facility would have priority over all
administrative expenses other than the Carve-Out.  The U.S.
Trustee contends that this provision evidences overreaching by
the lenders and is not in the best interest of the estate.

If approved, the DIP Facility would prevent the administration of
the Debtors' Chapter 11 cases by a trustee, as it would be
impossible to compensate professionals and reimburse expenses of
administration pursuant to the priorities set forth in the
Bankruptcy Code.

A full-text copy of the Final DIP Order is available for free at:

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

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide     
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Court Approves Assignment of Timberland Lease  
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Allied
Holdings, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to reject a non-residential real property lease dated
February 14, 1991, for 12,427 square feet of general office space
located at Troy, Michigan, by and between Timberland Four Limited
Partnership, as lessor, and Complete Auto Transit, Inc., as
lessee.  Complete Auto later assigned its rights under the lease
to Allied Automotive Group, Inc.

In a Consent Order, Judge Drake rules that effective as of July
31, 2005, Allied Automotive Group, Inc., will assume and assign
its interests under these subleases to Timberland Four Limited
Partnership, now known as Timberland Four, LLC, or its designee --
Timberland Four Holdings LLC:

    (a) the sublease agreement dated January 9, 2003, between
        Allied Automotive, as sublessor, and Title Source, Inc.,
        as sublessee for a portion of the Premises;

    (b) the sublease agreement dated March 1, 2005, between Allied
        Automotive, as sublessor, and Kirby Services LLC, as
        sublessee for a portion of the Premises; and

    (c) the sublease agreement dated May 1, 2005, between Allied
        Automotive, as sublessor, and Associated Technologies
        Group, as sublessee for a portion of the Premises.

Furthermore, effective as of July 31, 2005:

    -- the Lease is deemed to be amended to exclude all square
       footage of the Premises not currently subleased pursuant to
       any of the Subleases; and

    -- Allied Automotive does assign its interests under the Lease
       to Timberland Four or its designee.

Timberland Four is deemed released from any and all claims that
Allied Automotive may have pursuant to the Lease.

All security deposits previously paid to Allied Automotive will be
assigned to Timberland Four.  All rents under the Subleases
payable from and after August 1, 2005, will be assigned and paid
to Timberland Four.

Timberland Four will have an administrative expense claim for any
of Allied Automotive's obligations under the Lease, in the maximum
amount of one-month's rent obligations, subject to reductions.

The Debtors are required to promptly pay the Administrative
Expense Claim.

Timberland Four will also be permitted to file a prepetition
general unsecured claim for an amount equal to any unpaid
prepetition amounts due under the Lease, plus damages incurred.
But that claim will be capped and will be reduced by the amount of
any rent received by Timberland Four by any new tenant for
occupancy of any portion of the Excluded Premises from August 1,
2005, to March 31, 2006.

The Subtenants have until September 13, 2005, to object to the
Consent Order.  If no objections are timely filed, the Consent
Order will be deemed final.

The Consent Order was prepared and presented by Harris B.
Winsberg, Esq., at Troutman Sanders LLP, representing the Debtors,
and Howard N. Luckoff, Esq., at Honigman Miller Schwartz and Cohn,
counsel for Timberland Four LLC and Timberland Four Holding LLC.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERISOURCEBERGEN: Refinancing Debt & Expanding Repurchase Program
------------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC) is commencing a cash
tender offer for its $500 million 8.125% senior notes due in 2008
and its $300 million 7.25% senior notes due in 2012, which the
Company intends to finance with the proceeds of a private
placement of debt.  Further, provided the tender is completed, the
Company's Board of Directors has authorized an increase to the
amount available under its current common stock repurchase program
to a total availability of $750 million.

"Successful refinancing of our current senior notes will increase
our financial flexibility by allowing AmerisourceBergen to obtain
long-term, lower interest rates and improved terms," said R. David
Yost, AmerisourceBergen's Chief Executive Officer.  "Repurchasing
our shares reflects AmerisourceBergen's strong cash position."

Michael D. DiCandilo, AmerisourceBergen's Executive Vice President
and Chief Financial Officer said, "With long-term interest rates
at historically low levels, this is an opportune time to refinance
these notes and lower our interest expense for the future.

"Excluding the anticipated refinancing charge of approximately
$70 million after-tax related to the tender offer premium and the
write-off of unamortized deferred financing costs, our diluted
earnings per share expectations for fiscal 2005 remain unchanged.
Those expectations are diluted earnings per share from continuing
operations before the cumulative effect of an accounting change of
between $3.30 and $3.50 on a GAAP basis.

"We continue to estimate that diluted earnings per share in fiscal
2006 will be between $3.60 and $4.40, on a GAAP basis.  We are
currently in the middle of our extensive annual planning process,
and we expect to update our guidance for fiscal year 2006 in early
November, when we announce results for fiscal year 2005."

The cash tender offer is for any and all $500 million of
AmerisourceBergen's outstanding 8.125 percent senior notes due
2008 and any and all $300 million of its outstanding 7.25 percent
senior notes due 2012 and includes a solicitation of consents to
eliminate certain restrictive covenants from the indentures
governing the notes.  The offer is also conditioned on, among
other things, the execution of financing for the cash tender
price.

The offer and consent solicitation are being made pursuant to an
Offer to Purchase and Consent Solicitation Statement dated
Aug. 25, 2005.  The total consideration will be determined by
pricing both notes, using standard market practice, to the
maturity dates at:

    * a fixed spread of 50 basis points over the bid side yield on
      the 4.125% U.S. Treasury Note due Aug. 15, 2008, for the
      8.125% notes, and

    * a fixed spread of 50 basis points over the bid side yield on
      the 4.00% U.S. Treasury Note due Nov. 15, 2012, for the
      7.25% notes,

determined at 2:00 p.m. Eastern Daylight Time on the business day
immediately following the consent date, which the Company expects
to be Sept. 8, 2005, by reference to the Bloomberg Government
Pricing Monitor.  Holders who tender and deliver their consents to
the proposed amendments to the indenture governing the notes by
5:00 p.m. Eastern Daylight Time on Sept. 8, 2005, will be eligible
to receive the total consideration, which includes a consent
payment equal to $30 per $1,000 principal amount of notes
tendered.

Holders who tender and deliver their consents to the proposed
amendments to the indenture governing the notes by 5:00 p.m.
Eastern Daylight Time on Sept. 8, 2005, will be eligible to
receive the total consideration, which includes a consent payment
equal to $30 per $1,000 principal amount of notes tendered.  
Holders who tender after the consent date but by 5:00 p.m. Eastern
Daylight Time on Sept. 23, 2005, will be eligible to receive the
tender offer consideration, which equals the total consideration
less the consent payment.  The offer and consent solicitation are
subject to, and conditioned upon, the satisfaction or, where
applicable, waiver of certain conditions, as described in the
Offer to Purchase and Consent Solicitation Statement.  There can
be no assurance that any of such conditions will be met.

Lehman Brothers Inc. is the Dealer Manager and Solicitation Agent,
and D.F. King & Co., Inc. is the Information Agent, in connection
with the offer and consent solicitation.  Requests for information
should be directed to Lehman Brothers Inc. at (212) 528-7581 (call
collect) or (800) 438-3242 (toll free).  Requests for documents
should be directed to D.F. King & Co., Inc. at (212) 269-5550 or
(800) 859-8508 (toll free).  This news release is not an offer to
purchase, a solicitation of an offer to purchase or a solicitation
of consents with respect to any securities.  The offer and consent
solicitation are being made solely by the Offer to Purchase and
Consent Solicitation Statement.

Subject to completion of the tender offer and the related debt
financing, the AmerisourceBergen Board of Directors has authorized
an increase in the current stock repurchase program begun in May
to a total availability of $750 million.  The Company currently
has used $94 million of the initial $450 million authorization and
would add $394 million to the program.

AmerisourceBergen will repurchase the shares from time to time for
cash in open market transactions in accordance with applicable
federal securities laws and in accordance with any terms of its
debt instruments.  The Company will hold any repurchased shares as
treasury shares, which will be available for general corporate
purposes.

AmerisourceBergen (NYSE:ABC) -- http://www.amerisourcebergen.com/
-- is one of the largest pharmaceutical services companies in the
United States.  Servicing both pharmaceutical manufacturers and
healthcare providers in the pharmaceutical supply channel, the
Company provides drug distribution and related services designed
to reduce costs and improve patient outcomes.  AmerisourceBergen's
service solutions range from pharmacy automation and
pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education.  With more than $54
billion in revenue, AmerisourceBergen is headquartered in Valley
Forge, PA, and employs more than 14,000 people.  AmerisourceBergen
is ranked #23 on the Fortune 500 list.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Moody's Investors Service confirmed AmerisourceBergen
Corporation's Ba2 senior implied rating and upgraded the company's
senior unsecured notes to Ba2 from Ba3.

Moody's withdrew the B1 rating on January 3, 2005, Amerisource
Health Corporation's 5% convertible subordinated notes, following
the conversion of substantially all of these notes to equity.
Moody's also upgraded ABC's speculative grade liquidity rating to
SGL-1 from SGL-2.  The rating outlook is stable.  This concludes
Moody's rating review for possible upgrade that was initiated on
December 10, 2004.

The confirmation of ABC's Ba2 senior implied rating is supported
by:

   (1) ABC's unanticipated and reduced earnings and cash flow
       guidance (excluding one time liquidation benefits) for
       fiscal year 2005;

   (2) the likelihood that excess cash generated from recent
       inventory liquidation will be used for shareholder
       initiatives; and

   (3) uncertainty associated with changes in PharMerica
       reimbursement.

The senior unsecured notes are being upgraded to Ba2 from Ba3
because of the elimination of secured bank debt.  As a result, all
senior creditors are pari-passu with no preferential standing in
the capital structure.


AR UTILITY: Co-Owner Asks Court to Withdraw Strojnik Retention   
--------------------------------------------------------------
Cynthia Reynoso, who owns a 49% equity stake in AR Utility
Specialists, Inc., asks the U.S. Bankruptcy Court for the District
of Arizona to set aside its June 29, 2005, order approving the
Debtor's retention of Peter Strojnik, Esq., as special counsel.  

The Debtor hired Mr. Strojnik to pursue potential claims against
Ms. Reynoso and two former senior-level officers of AR Utility,
Eduardo Alonzo and Ruben Hinojos.  The Debtor has filed a separate
lawsuit in Maricopa County Superior Court in connection with these
claims.  Ms. Reynoso has also lodged a counter suit in the same
court.  

Ms. Reynoso raises two objections to Mr. Strojnik's engagement:

    a) Mr. Strojnik had a direct financial interest in the
       unlawful merger transaction between his company, Binary
       Mass Propulsion Systems, Inc., and the Debtor;

    b) the Debtor has not identified any compelling reason
       for Mr. Strojnik's retention.

                        Unlawful Merger

Ms. Reynoso's counsel, Christopher H. Bayley, Esq., at Snell &
Wilmer LLP, says that Mr. Strojnik and Alejandro Reynoso attempted
a merger between the Debtor and Binary Mass that would have
deprived Ms. Reynoso of her entire ownership interest in AR
Utility.
  
The merger proposal, approved without Ms. Reynoso's knowledge and
consent, purported to give Ms. Reynoso a miniscule non-voting
interest in Binary Mass that would be purchased at an artificially
low price unilaterally selected by Mr. Reynoso.

Mr. Bayley claims that, through the proposed merger:

      a) Binary Mass executed a three-year contract with CSK
         Partnership, in which Mr. Strojnik is a partner, whereby
         Binary Mass agreed to pay CSK Partnership $180,000 per
         year, plus 25% of the company's annual gross profits
         before taxes, for unspecified consulting services.  

         Ms. Reynoso says the Debtor made a $15,000 payment in
         June under this agreement and intends to continue paying
         CSK Partnership the $15,000 monthly fee.  

      b) Binary Mass signed an agreement retaining Mr. Strojnik as  
         as General Counsel following its purported merger with
         the Debtor.  Ms. Reynoso says that Mr. Strojnik has  
         received $39,000 from the Debtor under this agreement.   

           No Compelling Reason for Strojnik Appointment

Ms. Reynoso also argues that the Debtor hired Mr. Strojnik to
perform general corporate counsel services without providing any
detail as to the nature of these services or why the debtor's
bankruptcy counsel, Lewis & Roca, LLP, cannot perform them.

Ms. Reynoso explains that the Debtor should hire an independent
counsel with no proprietary or financial interest in the claims if
it wishes to pursue valid claims against her in the Bankruptcy
Court.

                         Debtor Responds

The Debtor defends Mr. Strojnik's retention, saying that his
knowledge of the issues involved in the state court suit against
Ms. Reynoso and others qualify him as special counsel.  The Debtor
explains that Lewis & Roca would need to expend estate resources
to educate themselves about the facts underpinning the litigation.

Henk Taylor, Esq., at Lewis & Roca, reminds the Court that Ms.
Reynoso is pointing to a merger that was ultimately undone prior
to the petition date.  Mr. Taylor contends that Mr. Strojnik's
involvement in those events has no impact on his employment.

Mr. Taylor further says that the issues presented by Ms. Reynoso
were fully disclosed in the Debtor's retention application and
none of them prevent Mr. Strojnik's employment.

According to Mr. Taylor:
    
    a) Mr. Strojnik, though a member of CSK Partnership, has
       agreed not receive any compensation from that partnership;

    b) Mr. Strojnik resigned as the Debtor's secretary on June 14,
       2005;

    c) the $39,000 prepetition payment refers to pre-petition
       legal services provided by Mr. Strojnik and does not create
       any interest adverse to the estate.

Based on these facts, Mr. Taylor says the Court should reject Ms.
Reynoso's objections and uphold the retention of Peter Strojnik.

Headquartered in Phoenix, Arizona, AR Utility Specialists, Inc. --
http://www.arusi.net/-- is an engineering and design firm for   
utilities serving the metropolitan Phoenix area.  The Debtor filed
for chapter 11 protection on June 10, 2005 (Bankr. D. Ariz. Case
No. 05-10489).  J. Henk Taylor, Esq., at Lewis And Roca LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


ARMSTRONG WORLD: Bank One Resigns from Creditors Committee
----------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
informs the Court that Bank One, N.A., as Successor Indenture
Trustee, has resigned from the Official Committee of Unsecured
Creditors in Armstrong World Industries, Inc., and its debtor-
affiliates' chapter 11 cases effective August 24, 2005.

The Creditors Committee is currently composed of eight members:

    (1) Wachovia Bank, N.A.
        Attention: James S. Barwis
        191 Peachtree Street, 23rd Floor
        Atlanta, GA 30303
        (404) 443-1326

    (2) Deutsche Bank
        Attention: Barbara Eppolito
        130 Liberty Street, MS 2707
        New York, NY 10006
        (212) 250-5446

    (3) Wells Fargo Bank Minnesota, N.A., as Indenture Trustee
        Attention: Craig D. Litsey
        Sixth Street and Marquette Avenue, MAC No. N9303-120
        Minneapolis, MN 55479
        (612) 667-4160

    (4) Law Debenture Trust Company of New York
        Attention: Adarn Berman
        767 Third Avenue, 31st Floor
        New York, NY 10017
        (212) 750-6474

    (5) OCM Opportunities Fund III, L.P.
        c/o Oaktree Capital Management LLC
        Attention: Brian Berman
        1301 Avenue of the Americas, 34th Floor
        New York, NY 10019
        (212) 885-8680

    (6) Third Avenue Value Fund
        Attention: Peter M. Faulkner
        767 Third Avenue, 5th Floor
        New York, NY 10017
        (212) 888-2290

    (7) Oxy Vinyls, LP
        Attention: Timothy J. Joyce
        5005 LBJ Freeway
        Dallas, TX 72544
        (972) 404-3388

    (8) Exxon Mobil Chemical
        Attention: Patricia F. Shenfelt
        13501 Katy Freeway
        Houston, TX 77079
        (281) 584-7662

Frank J. Perch, III, Esq., is the attorney for the Office of the
U.S. Trustee assigned to the Debtors' Chapter 11 cases.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 81; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Sept. 28
------------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and the ATSB Lenders
agree that the Debtors may use the ATSB Lenders' cash collateral
and other collateral through the earliest of:  

   (i) the close of business on September 28, 2005;  

  (ii) the occurrence of any event of default set forth in the  
       December 10, 2004 Cash Collateral Order; or  

(iii) the time the Debtors' settlement agreement with the ATSB  
       Lenders and the Official Committee of Unsecured Creditors,  
       approved by the U.S. Bankruptcy Court for the Southern
       District of Indiana on April 15, 2005, will be materially
       breached or rendered null and avoid.

The parties stipulate that the Debtors will continue paying for
the services of Sage-Popovich, Inc., and Lazard Freres & Co. LLC.

The Debtors covenant with the ATSB Lenders to maintain:

   (i) at least $29,815,904 in Available Cash during the
       Extension Period; and
   
  (ii) at least 90% of the Available Cash amount forecasted at
       each weekend in the Debtors' 13-week cash forecast dated
       August 16, 2005:

        Week Ending     Available Cash   90% of Available Cash
        -----------     --------------   ---------------------
          08/26/05        $82,842,906         $74,558,615
          09/02/05        $62,568,588         $56,311,729
          09/09/05        $65,934,145         $59,340,731
          09/16/05        $51,534,184         $46,380,765
          09/23/05        $55,594,005         $50,034,604
          09/30/05        $43,748,652         $39,373,787

The Bankruptcy Court approved this stipulation in all respects.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Chicago Express Creditors Want an Official Committee
------------------------------------------------------------------
Pursuant to Section 1102(a)(2) of the Bankruptcy Code, an ad hoc
committee of unsecured creditors, which holds $800,000 in claims
against Chicago Express Airlines, Inc., asks the Court to direct
the U.S. Trustee to appoint an official committee of unsecured
creditors of Chicago Express.

The Chicago Express creditors allege that they have been denied
adequate representation in the Debtors' jointly administered
bankruptcy cases.

Aaron L. Hammer, Esq., Esq., at Freeborn & Peters LLP, in
Chicago, Illinois, tells the Court that neither the non-Chicago
Express Debtors nor the present Creditors Committee have taken any
action to avoid the $481 million in guarantee obligations which
Chicago Express was required to provide to certain bondholders on
account of the non-Chicago Express Debtors' various prepetition
financing transactions, although Chicago Express did not benefit
from the Guarantees.

Mr. Hammer points out that, unsurprisingly, the Creditors
Committee -- which has two ATA bondholder members that hold the
Chicago Express Guarantee claims -- has not clamored for avoidance
of the fraudulent Guarantees.

In addition, the non-Chicago Express Debtors siphoned significant
value from Chicago Express in the period immediately prior to the
Petition Date, which resulted in the $15.6 million net
intercompany receivable due from ATA Airlines, Inc., to Chicago
Express.

Jeffrey Zappone, Esq., at Conway MacKenzie & Dunleavy, in Chicago
Illinois, also reports that approximately $2.5 million in
administrative expense claims went unpaid by the non-Chicago
Express Debtors for ticket sales and other revenue collected on
behalf of Chicago Express.  While ATA attempted to "zero out" the
substantial administrative claim due to Chicago Express by
creating a bookkeeping entry reflecting a $4 million tax expense
against Chicago Express, this accounting treatment needs to be
examined.

Mr. Hammer further relates that the non-Chicago Express Debtors
ran Chicago Express into the ground and then liquidated a
functional, profitable company with over 500 employees for the
sole and exclusive benefit of the Non-Chicago Express Parties.  

Mr. Hammer informs the Court the non-Chicago Express Debtors were
reluctant to pursue a going concern sale transaction for Chicago
Express and announced in January 2005 that Chicago Express'
shutdown even prior to its retention of Compass Advisors LLP to
explore Chicago Express sales options.

Notwithstanding this "after thought" sales process, and despite
the conclusion of Kenneth J. Malek, Esq., the examiner appointed
by the U.S. Trustee, that Chicago Express should be sold as a
going concern, the Non-Chicago Express Parties conducted an
auction for Chicago Express after its shutdown.  This flawed
decision cost Chicago Express its valuable FAA Operating
Certificates and caused it to become unsaleable as an operating
airline, Mr. Hammer asserts.

Although the Non-Chicago Express Parties ultimately liquidated
Chicago Express' equipment and other assets for $1.25 million, the
failure to sell the commuter airline as a going concern ultimately
cost its creditors substantial amounts of money and further
magnified claims against Chicago Express' estate through
unnecessary rejection damage claims.

Mr. Hammer points that the creditors of the non-Chicago Express
Debtors stand to materially benefit at the expense of Chicago
Express' creditors upon the extinguishment of the Chicago Express
Intercompany Claims, whether by the non-Chicago Express Debtors'
questionable bookkeeping entries which "zeroed out" the Chicago
Express Administrative Claim, or under a substantive consolidation
plan.  

The creditors of the non-Chicago Express Debtors also stand to
benefit from the non-Chicago Express Debtors either:

  (a) distributing the Liquidation Proceeds to the creditors
      of the non-Chicago Express Debtors under a substantive
      consolidation plan; or

  (b) allowing the non-Chicago Express Debtors' bondholders to
      siphon over 99% of Chicago Express' value upstream under a
      non-substantive consolidation plan, by simply not taking
      any action to avoid the Chicago Express Guarantees.

Mr. Hammer tells Judge Lorch that either of these outcomes would
be catastrophic for the true Chicago Express creditors, which
stand to recover at least 25% on account of their claims from the
Liquidation Proceeds alone, assuming appropriate action is taken
to protect their rights.  The estimated recovery should be further
enhanced from collections on the Chicago Express Intercompany
Claims and possible additional claims against the Non-Chicago
Express Parties.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATLANTICA NY YACHT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Atlantica NY Yacht Cruises, Inc.
             1500 Harbor Boulevard
             Weehawken, New Jersey 07086

Bankruptcy Case No.: 05-17047

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      DMV International Yachts, Inc.             05-17048
      VIP Yacht Cruises, Inc.                    05-17049
      Camelot/DMV, Inc.                          05-17050

Type of Business:

Chapter 11 Petition Date: August 28, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Barton Nachamie, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, New York 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262

                        -- and --

                  Lewis A. Sassoon, Esq.
                  Sassoon & Cymrot LLP
                  84 State Street
                  Boston, Massachusetts 02109
                  Tel: (617) 720-0099

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
Atlantica NY Yacht         Less than $50,000   Less than $50,000
Cruises, Inc.

DMV International          $1 Million to       $50,000 to
Yachts, Inc.               $10 Million         $100,000

VIP Yacht Cruises, Inc.    Less than $50,000   Less than $50,000

Camelot/DMV, Inc.          $1 Million to       Less than $50,000
                           $10 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


AUTO BEAUTY: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Auto Beauty Shops of Alabama, Inc.
        2001 Highway 14 East
        Selma, Alabama 36703

Bankruptcy Case No.: 05-14778

Chapter 11 Petition Date: August 26, 2005

Court: Southern District of Alabama (Selma)

Debtor's Counsel: James L. Day, Esq.
                  Von G. Memory, P.A.
                  P.O. Box 4054
                  Montgomery, Alabama 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001

Estimated Assets: Unknown

Estimated Debts:  $500,000 to $1 Million

Debtor's 24 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Internal Revenue Service                         $87,000
   801 Tom Martin Drive
   Birmingham, AL 35211

   Alabama Department of Revenue                    $45,000
   Business Tax Division
   50 North Ripley
   Montgomery, AL 36132

   American Express Co.                             $26,987
   Dishunch Lacoste & Smith
   P.O. Box 20677
   Tuscaloosa, AL 35402

   Compass Bank                                     $13,693

   Demopolis Auto Parts                              $6,327

   Specialty Products                                $5,759

   EPI Automotive Supply                             $4,203

   Alabama Gas Company                               $3,554

   Bell South Advertising                            $3,321

   Alabama Power                                     $2,644

   Al's Towing                                       $2,182

   MBNA                                              $2,157

   Parnell & Crum, PA                                $1,800

   Drive Train Specialist                            $1,500

   Jays Pontiac Buick                                $1,363

   Rubber Seal                                       $1,256

   Pauls Glass, Co.                                  $1,187

   Performance Products Inc.                           $999

   D.H.L. Express Inc.                                 $825

   Ross Plumbing                                       $765

   Alabama Auto Carriage, Inc.                         $750

   Arrow Disposal Service                              $745

   Davis Glass Shops, Inc.                             $428

   NAPA Auto Parts                                       $1


AVITAR INC: AMEX to Halt Common Stock Trading Today
---------------------------------------------------
Avitar, Inc. (Amex: AVR) received notice from the American Stock
Exchange indicating that the common stock of Avitar will be
delisted from the Exchange effective today, Aug. 29, 2005.  As
previously announced, the delisting was determined by the AMEX
Staff and was based upon the failure of the Company to achieve
compliance with the continued listing standards of AMEX,
particularly due to losses and the resulting deficit of
shareholders' equity.

The Company will continue to file reports in accordance with the
regulations of the Securities and Exchange Commission.  The
Company intends that its common stock will be quoted for trading
on the OTC Bulletin Board.  Until the stock is quoted on the OTC
Bulletin Board, it will be quoted on the Pink Sheets under the
symbol "AVR."

Avitar, Inc. -- http://www.avitarinc.com/-- develops,  
manufactures and markets innovative and proprietary products.
Their field includes the oral fluid diagnostic market, the disease
and clinical testing market, and customized polyurethane
applications used in the wound dressing industry.  Avitar
manufactures ORALscreen(R), the world's first non-invasive, rapid,
onsite oral fluid test for drugs-of-abuse, as well as
HYDRASORB(R), an absorbent topical dressing for moderate to heavy
exudating wounds.  Avitar is also developing diagnostic strategies
for disease and clinical testing in the estimated $25 billion in-
vitro diagnostics market.  Conditions targeted include influenza,
diabetes, and pregnancy.

At June 30, 2005, Avitar Inc.'s balance sheet showed a $1,628,144
stockholders' deficit, compared to a $1,512,001 deficit at
Mar. 31, 2004.


BALLY TOTAL: Stephen Swid Resigns From Board of Directors
---------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) disclosed the
resignation of Stephen C. Swid from the Company's Board of
Directors.

Marc D. Bassewitz, the Company's Senior Vice President, Secretary
and General Counsel, disclosed in a regulatory filing with the
Securities and Exchange Commission that Mr. Swid's resignation was
not due to any disagreement with the Company.

The Company and its Board of Directors express their appreciation
to Mr. Swid for his valuable contribution to the Company during
his service on the Board of Directors.

As reported in the Troubled Company Reporter on Aug. 26, 2005, the
Company reached an agreement with holders of a majority of its
outstanding 9-7/8% Senior Subordinated Notes due 2007 to an
extension through Nov. 30, 2005, of the waiver of the financial
reporting covenant default under the indenture governing the
notes.

The agreement to consent to the waiver of the financial reporting
covenant default under the Subordinated Note indenture is subject
to:

   -- the Company receiving a similar waiver extension from the
      holders of the Company's 10-1/2% Senior Notes due 2011; and

   -- approval by the lenders under the Company's $275 million
      senior secured credit facility.

The agreement with the holders of the Subordinated Notes will
automatically terminate if these conditions are not satisfied by
the close of business on Sept. 2, 2005, and, at the option of a
significant holder, after close of business tomorrow, Aug. 30,
2005, or prior thereto under certain other circumstances.

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

                        *     *     *

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

Moody's affirmed these ratings:

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

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

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

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

   * Corporate family rating, rated Caa1


BEVERLY ENTERPRISES: NASC Increases Take-Over Bid to $1.9 Billion
-----------------------------------------------------------------
Beverly Enterprises, Inc., (NYSE: BEV) amended its merger
agreement with North American Senior Care, Inc., in which NASC
agreed to increase its purchase price for Beverly Enterprises from
$12.80 per share to $13.00 per share, in cash.  On a fully diluted
basis, the transaction is valued at more than $1.9 billion,
including BEI's $339 million of debt.   

                         Bidding War

BEI and NASC first forged a deal on Aug. 17 at a $12.80 per share
transaction.  On Aug. 18, a group of investors led by Formation
Capital amended its $1.24 billion bid, putting in a $12.90 offer
for every share of BEI's stock instead.

Formation, Franklin Mutual Advisers LLC, Appaloosa Management LP
and Northbrook NBV LLC, which together own about 8% of Beverly,
first made an unsolicited take-over offer for $11.50 per share in
January 2005.

BEI rejected the offer and placed itself on the auction block for
other merger propositions.

"This has been a lengthy and very comprehensive process, involving
detailed financial and legal analyses that the Board of Directors
has conducted in close consultation with its independent
advisors," William R. Floyd, BEI Chairman and Chief Executive
Officer, said.  "It is not uncommon in auction situations for
proposals and counter-proposals to be received, but from the
outset the Board has been guided by the paramount goal of
selecting the bidder that offers stockholders the best combination
of price, terms and conditions.  Based on these criteria, the
Board concluded that the increased offer from NASC was in the best
interests of BEI shareholders.  As a result, BEI has entered into
an amendment to the original merger agreement with North American
Senior Care."

                            Financing

The amended agreement contemplates that the financing of the
transaction will consist of approximately $330 million in equity
provided by a private investor group, together with approximately
$1.325 billion in debt financing from Wachovia Bank and
$550 million in operating loans from CapitalSource Financing LLC.

The merger is subject to the approval of BEI's shareholders, as
well as customary legal conditions, including receipt of certain
regulatory, governmental and licensing approvals.

Also under the amended agreement, in certain circumstances NASC
would be entitled to a termination fee of $40 million, which is
subject to increase upon the provision of additional security by
NASC.  

                        Professionals

BEI is advised by:

   * Lehman Brothers Inc., led by Brian McCarthy,
   * J.P. Morgan Chase & Co., led by Douglas Braunstein,
   * CIBC World Markets Corp. led by Peter Crowley, John Capano
     and William Stitt.

BEI tapped Paul Dawes, Esq., John Sorkin, Esq., and Charles
Nathan, Esq., from Latham & Watkins LLP as its counsel.

Bruce Wilson, Esq., and Leonard Chazen, Esq., from Covington &
Burling serve as the legal adviser to BEI's board of directors.

Wachovia Securities LLC is advising NASC on the deal.  Troutman
Sanders LLP serves as NASC' counsel.

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

                         *     *     *

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

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

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

These ratings were affirmed:

   * Senior implied rating, Ba3

   * Senior unsecured issuer rating, B1

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

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

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

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

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

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

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


BIOVAIL CORP: S&P Affirms BB+ Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Mississauga, Ont.-based Biovail Corp. to stable from negative
based on the company's improving operational performance and
strengthening capital structure.  At the same time Standard &
Poor's affirmed its 'BB+' long-term corporate credit rating on
Biovail.  Standard & Poor's also assigned its 'BBB-' bank loan
rating with a recovery rating of '1', indicating a high
expectation of full recovery of principal in the event of a
payment default, to Biovail's US$250 million credit facility.
     
"The stable outlook reflects our expectation that the company's
recently formulated growth strategy yields the anticipated
results, and that the various regulatory inquiries presently
underway will be settled without financial damages so material
that the company's credit protection measures would be affected,"
said Standard & Poor's credit analyst Don Povilaitis.  "Upside to
the ratings would be contingent upon these issues being completely
resolved.  An unfavorable outcome in either case could result in
the outlook being revised to negative," Mr. Povilaitis added.
     
The ratings on Biovail reflect:

   * the risks inherent with its newly formulated strategic
     growth plan;

   * a strong reliance on Wellbutrin XL revenues; and

   * several ongoing accounting inquiries, yet to be resolved.

These factors are partially offset by improving credit protection
measures and the strong cash flow generated from the company's
promoted products.
     
In May 2005, as part of a newly formulated strategic growth plan,
Biovail announced the restructuring of its marketing and sales
force in the U.S. primary-care market and entered into a strategic
alliance with Kos Pharmaceuticals Inc.  The agreement resulted in
the disposal of all rights to the company's Teveten and Teveten
HCT hypertensive product portfolio.  In addition, Biovail will
retain a financial interest in Cardizem LA, a calcium channel
blocker, with Biovail receiving US$104 million up front
for the transaction.
     
Biovail's operating results continue to improve as second-quarter
(ended June 30, 2005) revenues increased 5.4% compared with the
same period last year, reflecting a 4% increase in product
revenues.  This increase was offset by foregone revenues of
Cardizem LA and Teveten, two drugs now controlled by Kos.
Biovail's second-quarter EBITDA of C$88.6 million rose 8.3% versus
the same quarter last year.  S&P expects that Biovail's operating
margins will improve materially, as early as this year-end, as a
result of this restructuring.


BIRCH TELECOM: Wants to Hire Skadden Arps as Bankruptcy Counsel
---------------------------------------------------------------          
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Skadden, Arps, Slate, Meagher & Flom LLP as their general
bankruptcy counsel.

Skadden Arps will:

   1) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their business and properties;

   2) attend meetings, negotiate with representatives of creditors
      and other parties-in-interest and advise and consult the
      Debtors on the conduct of their chapter 11 cases, including
      all of the administrative and legal requirements of
      operating under chapter 11 bankruptcy;

   3) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      their estates, negotiations concerning litigation in which
      the Debtors may be involved and objections to claims filed
      against their estates;

   4) prepare on behalf of the Debtors all motions, answers,
      orders reports and other papers necessary to the
      administration of their estates;

   5) prepare and negotiate on the Debtors' behalf plan or plans
      or reorganization, disclosure statements or statements and
      all related agreements and documents and take necessary
      actions to obtain confirmation of that plan;

   6) advise the Debtors in connections with any sale of assets
      and appear before the Bankruptcy Court, any appellate courts
      and the U.S. Trustee and protect the interests of the
      Debtors before those courts and the U.S. Trustee; and

   7) provide all other necessary legal services to the Debtors in
      connection with their chapter 11 cases.

Mark S. Chehi, Esq., a Member of Skadden Arps, disclosed that his
Firm received a $400,000 evergreen on-account amount for
professional services and expenses to be incurred and charged by
the Firm.

Mr. Chehi reports Skadden Arps's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Partners                $585 - $835
      Associates & Counsel    $295 - $640
      Legal Assistants         $90 - $230

Skadden Arps assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


BIRCH TELECOM: Wants to Continue Engagement of AEG Partners
-----------------------------------------------------------          
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue their engagement of AEG Partners LLC.  

The Debtors and AEG Partners entered into a pre-petition
Engagement Agreement whereby AEG Partners provides certain
temporary employees to assist the Debtors' restructuring efforts,
including persons to fill the positions of Chief Restructuring
Officer, Assistant Restructuring Officer and Chief Financial
Officer.  

The AEG staff who have assumed management positions with the
Debtors are:

      Individual              Designation
      ----------              -----------
      Lawrence M. Adelman     Chief Restructuring Officer
      Michael Goldman         Chief Financial Officer
      Stephen Kunkel          Assistant Restructuring Officer

Mr. Adelman will:

   1) assist in preparing the Debtors' business plans, cash flow
      forecasts and financial projections, challenge the Debtors'
      critical assumptions, identify opportunities for improvement
      and assist management in the implementation of those
      programs;

   2) assist in projecting and managing the Debtors' cash position
      and trade credit, reports, budgets and analyses as maybe
      required by the Debtors' lenders or investors;

   3) assist in assuring suitable productivity of the working
      group of professionals who are assisting the Debtors in
      their reorganization process and in negotiations with
      stakeholders and their representatives;

   4) assist in negotiations with potential acquirers of the
      Debtors' assets, evaluate the Debtors' businesses and
      dispositions of any non-core assets or operations, and in
      developing alternative strategies for improving liquidity;
      and

   5) provide the Debtors with all other services that fall within
      his duties as Chief Restructuring Officer and as mutually
      agreed by the Debtors' Board of Directors and AEG Partners.

Mr. Goldman will:

   1) assist the Debtors' core financial function and existing
      financial organization and competencies, including cash
      management and general accounting and reporting skills; and

   2) provide the Debtors with all services that fall within his
      duties as Chief Financial Officer and as mutually agreed by
      the Debtors' Board of Directors and AEG Partners.

Mr. Kunkel will assist Mr. Adelman in the performance of his
duties and will work collaboratively with the Debtors' counsel and
their other professionals.

Mr. Adelman disclosed that pursuant to the Engagement Agreement,
his Firm received a $250,000 retainer and will be paid with a
Weekly Fee of $50,000.
   
To the best of the Debtors' knowledge, AEG Partners is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

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


BRASS CITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Brass City Printery, Inc.
        329 Thomaston Avenue
        Waterbury, Connecticut 06720

Bankruptcy Case No.: 05-34260

Type of Business: The Debtor offers a full menu of pre-press,
                  printing and fulfillment, tailored to the
                  customer's need and budget.  See
                  http://www.brasscityprintery.com/

Chapter 11 Petition Date: August 26, 2005

Court: District of Connecticut (New Haven)

Judge: Chief Judge Albert S. Dabrowski

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, Connecticut 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206

Total Assets: $1,257,842

Total Debts:  $857,222

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Man Portfolio Services Inc.                             $422,199
17 State Street, 18th Floor
New York, NY 10004

P. DiPietro                   Officer loan               $98,835
329 Thomaston Avenue
Waterbury, CT 06702

M. DiPietro                   Officer note payable       $78,221
329 Thomaston Avenue
Waterbury, CT 06702

Lindenmyer Munroe                                        $46,226

Flash Prepress                                           $20,403

City of Waterbury             MV taxes                   $20,332
Office of the Tax Collector

McKesson Federal Credit Union                            $17,503

Berkshire-Westwood Graphic                               $16,032
Inc.

M. Delgaizo                   Loan payable               $13,000

T. DiPietro                                              $11,000

Connecticut Valley Bindery                               $10,041
Inc.

MBNA America Business Card                                $8,394

Colonial Business Forms                                   $7,551

Francis DiGiovanna CPA        Accounting                  $6,026

M. DiPietro                   Officer loan                $6,000

Conn. Die Cutting Service                                 $5,945
Inc.

Priority Graphics LLC                                     $5,559

Selective Insurance                                       $5,106

Madjic Colour                                             $4,773

Northeast Utilities                                       $3,200
Credit and Collection Center


BROCKWAY PRESSED: Gets Court Nod to Employ Perkins Coie as Counsel
------------------------------------------------------------------
Brockway Pressed Metals, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to employ Perkins Coie LLP as its general bankruptcy counsel.

As previously reported in the Troubled Company Reporter on
June 14, 2005, Daniel A. Zazove, Esq., a Partner at Perkins Coie,
is the lead attorney for the Debtor.  Mr. Zazove disclosed that
the Firm received an $85,000 retainer.  Mr. Zazove charges $555
per hour for his services.  

Mr. Zazove reports Perkins Coie's professionals bill:

    Professional           Designation    Hourly Rate
    ------------           -----------    -----------
    Stacey Ravetta         Associate        $275
    Attila Kovacs-Szabo    Paralegal        $165

Headquartered in Brockway, Pennsylvania, Brockway Pressed Metals,
Inc. -- http://www.brockwaypm.com/-- manufactures a wide range of  
highly engineered metal parts and sub-assemblies.  The Company
specializes in automotive applications, including engine and
transmission components, electronic actuators, steering
components, cruise control devices, assembled camshafts, and gas
springs.  The Company filed for chapter 11 protection on June 8,
2005 (Bankr. W.D. Pa. Case No. 05-11891).  Robert S. Bernstein,
Esq., at Bernstein Law Firm, P.C., and Daniel A. Zazove, Esq., at
Perkins Coie LLP 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.


BUEHLER FOODS: Wants Until Oct. 31 to File Chapter 11 Plan
----------------------------------------------------------
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to extend,
until Oct. 31, 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, until
Dec. 30, 2005.

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

   1) they have made good faith progress towards the
      reorganization process, with their senior secured pre-
      petition and post-petition lenders, and the Unsecured
      Creditors Committee and other parties of interest involved
      in continuing negotiations toward a viable and consensual
      plan of reorganization;

   2) they are paying all their post-petition bills as they become
      due while their chapter 11 cases are pending; and

   3) the requested extension is not being sought to pressure the
      creditors and other parties-in-interest to submit to their
      reorganization demands or accept an unacceptable plan.

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


BUEHLER FOODS: Kentucky Unit Taps SSG Capital as Financial Advisor
------------------------------------------------------------------          
Buehler of Kentucky, LLC, a debtor-affiliate of Buehler Foods,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
Indiana for permission to employ SSG Capital Advisors, L.P., as
its financial advisor and investment banker.

Buehler of Kentucky owns and operates 16 grocery stores located
primarily in Louisville, Kentucky under the name Buehler Markets.

Buehler of Kentucky explains that it employed SSG Capital because
of its experience in providing general financial advice and
investment banking services to middle market companies facing
financial distress and the Firm has extensive experience in
providing those services to retailers, grocery stores and related
types of businesses.

SSG Capital will assist Buehler of Kentucky in evaluating its
assets and forming an exit strategy in its restructuring and
provide all other financial advisory and investment banking
advisory services.

Robert Smith, a Managing Director of SSG Capital, disclosed that
his Firm received an Initial Fee of $20,000.

Mr. Smith reports that SSG Capital will be paid with:

   1) a Monthly Fee of $20,000 beginning on Sept. 1, 2005, and to
      be paid on the first day of each month; and

   2) in the event that SSG Capital's engagement results in a sale
      of some or all of Buehler of Kentucky's assets, a payment
      equal to:
  
      a) 3% of the total consideration of a sale that is less
         than or equal to $12 million,

      b) 4% of the total sale consideration in excess of
         $12 million up to and including $15 million, and

      c) 5% of the total sale consideration in excess of $15
         million.

SSG Capital assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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


CARGO CONNECTION: June 30 Balance Sheet Upside-Down by $3.9 Mil.
----------------------------------------------------------------
Cargo Connection Logistics Holding, Inc., f/k/a Championlyte
Holdings, Inc., reported its financial results for the quarter
ending June 30, 2005, in a Form 10-Q delivered to the Securities
and Exchange Commission last week.

                            Revenues

Revenues from operations for the six months ended June 30, 2005,
were $6,758,987 compared with $8,293,240 for the six months ended
June 30, 2004.  The decrease in revenue was specifically due to
the change in the Company's Container Freight Station operations
run under the Mid-Coast Management division.

In specific, if the Company looks at each operation independently,
revenues generated from the operations of its Cargo Connection
Logistics Corp. division for the six months ended June 30, 2005,
were $5,772,945 compared with $5,649,002 for the six months ended
June 30, 2004, for the trucking operation.  This is an increase of
$123,943 in gross revenue over the same time period.  This 2%
increase in transportation revenue was due to:

   (1) an increase in core service offering and client acceptance
       of those offerings,

   (2) expansion of the Atlanta-Miami (southern route) to include
       Charlotte, Raleigh-Durham and Greensboro service areas, and

   (3) various expansion into related business lines and contract
       based freight relationships.

While 2% is low, the company has managed to replace business
generated from two key customers in 2004 with other business
customers in 2005.

Conversely, revenues generated from the operations in the
Company's Mid-Coast Management, Inc., division for the six months
ended June 30, 2005, were $986,042 compared with $2,644,238 for
the six months ended June 30, 2004 for the Container Freight
Operations.  This reflects a decrease in gross revenue of
$1,658,196 or 62% over the same time period for the previous year.   
The reason for the decrease is due to a change in business
relationship with a major customer.  Under its prior relationship,
Mid-Coast was restricted in obtaining new customers in certain
markets whereas a result of this change caused a loss of revenues.   
Mid-Coast presently approved to look for new customers in those
markets.  Due to seasonality Mid-Coast expects to regain a portion
of the lost revenues.

In comparing the operations for the second quarter (three months
ended June 30, 2005) to the first quarter of 2005 (three months
ended March 31, 2005), the Company showed total revenue of
$3,376,227 versus $3,382,759 for those quarters.  Transportation
revenue, which was stable during both quarters, had higher costs
associated to it in the second quarter.  These higher costs were
in the areas of fuel and purchased transportation.

                           Expenses

Selling, general and administrative expenses decreased to
$3,326,378 for the six months ended June 30, 2005, from $3,358,014
for the six months ended June 30, 2004.  The $31,639 or a .9%
decrease in selling, general and administrative expenses and is
primarily the result of decreased consulting and professional fees
and of a reduction in payroll expenses, especially in our Mid-
Coast division.

The net result of these efforts was an increase in loss from
operations before other income (expense) of $1,343,944 for the six
months ended June 30, 2005, from a loss of $30,078 for the six
months ended June 30, 2004.

Interest and financing expense amounted to $176,530 for the six
months ended June 30, 2005, versus $96,698 for the six months
ended June 30, 2004.  This $79,832 increase is primarily due to an
increase in debt for payback of funds advanced through the
Company's factor for a customer which were determined
uncollectible by the factor upon the customer's bankruptcy filing
in December of 2004.

                            Net Loss

The net effect is a net loss for the six months ended June 30,
2005, of $1,800,348 compared to a net loss of $50,757 for the six
months ended June 30, 2004.  The increase in the net loss of
$1,750,091 is mostly due to an increase in administrative costs of
$374,090 an increase of approximately 400,000 in financing
expenses, and direct operating expenses of $254,646 on Cargo
Connection associated with a decrease in revenue generated in the
Mid-Coast operation due to the change in business.

                 Liquidity and Capital Resources

The Company incurred a net loss in the year ended December 31,
2004, and through June 30, 2005, and has had working capital
deficiency in prior years.  The Company has devoted substantially
all of its efforts to increasing revenues, achieving
profitability, and obtaining long-term financing and raising
equity.

The Company's available cash at June 30, 2005 was $8,220.  In
addition there is an additional $99,406 in escrowed funds being
held by Cargo Connection's factor used to assist in the payment of
transportation costs.

Convertible notes at June 30, 2005, consist of promissory notes to
an investment fund, Advantage Fund I, LLC, and four investment
companies Alpha Capital AG, Gamma Opportunity Capital Partners,
L.P., Cornell Capital Partners, LLP and Highgate House, LLC.  Some
of the owners of the investment fund are also shareholders of the
Company.

                       Going Concern Doubt

The Company's management is seeking various types of additional
funding such as issuance of additional common or preferred stock,
additional lines of credit, or issuance of subordinated debentures
or other forms of debt will be pursued.  The funding should
alleviate the Company's working capital deficiency and increase
profitability.  However, it is not possible to predict the success
of management's efforts to achieve profitability.  Also, there can
be no assurance that additional funding will be available when
needed or, if available, that its terms will be favorable or
acceptable.

If the additional financing or arrangements cannot be obtained,
the Company would be materially and adversely affected and there
would be substantial doubt about the Company's ability to continue
as a going concern.  

These financing uncertainties raise substantial doubt about the
Company's ability to continue as a going concern, the Company
cautions in its quarterly report.  Pointing to the company's
recurring losses from operations, negative cash flows from
operating activities, negative working capital and stockholders'
deficit, MASSELLA & ASSOCIATES, CPA, PLLC, expressed doubt about
the company's ability to continue as a going concern after
reviewing the company's 2004 financial statements.  

A full-text copy of Cargo Connection's Quarterly Report is
available for free at http://ResearchArchives.com/t/s?115

Cargo Connection Logistics Holding, Inc. (f/k/a Championlyte
Holdings, Inc.) is a public entity operating in the transportation
and logistics industry as a third party logistics provider of
transportation and management services, through its subsidiaries,
Cargo Connection Logistics Corp. and Mid-Coast Management, Inc.,
to its target client base, ranging from mid-sized to Fortune
100(TM) companies.  This is accomplished through its network of
terminals and transportation services.

As of June 30, 2005, Cargo Connection's balance sheet reflected a
$3,912,013 stockholders' deficit.


CATHOLIC CHURCH: Portland Lays Down Treatment of Private Documents
------------------------------------------------------------------
The Archdiocese of Portland in Oregon and three insurance carriers
are parties to three separate insurance coverage adversary
proceedings:

   * In Roman Catholic Archbishop of Portland in Oregon, doing
     business as the Archdiocese of Portland in Oregon v. ACE
     USA, Inc., et al., Adv. Pro. No. 04-3373;

   * In Roman Catholic Archbishop of Portland in Oregon, doing
     business as the Archdiocese of Portland in Oregon v. Oregon
     Insurance Guaranty Association, Adv. Pro. No. 04-3375;
     and

   * Certain Underwriters at Lloyd's London, et al., v. The
     Archdiocese of Portland in Oregon, Case No. 0209-09053,
     which was brought in the Circuit Court of Multnomah County
     in the Circuit Court of Multnomah County in Oregon, and
     removed by the Archdiocese to the U.S. Bankruptcy Court for
     the District of Oregon, where it is now pending as an
     adversary proceeding, captioned as Adv. Pro. No. 04-3326.

Portland and the insurance carriers drafted a stipulated
protective order governing the designation and handling of
confidential documents produced by the Archdiocese and any
insurance carrier in the main bankruptcy case or in one of the
insurance Coverage Actions.

Among other things, the Protective Order provides that the
Archdiocese must produce copies of prior settlement agreements
with tort claimants in the underlying actions.  For those
agreements with confidentiality provisions, both parties will take
reasonable measures to avoid disclosure of the tort claimant's
identity, including but not limited to filing the documents under
seal in any public filings or by identifying the tort claimants by
initials.

Furthermore, nothing will foreclose the insurers from cooperating
and sharing documents and information between and among themselves
in the course of conducting their participation in the main
bankruptcy or the insurance coverage adversary proceedings, except
that, for purposes of the protective order, tort claimants'
medical records will only be produced to, and shared with, those
insurers whose policies were allegedly in force at the time of the
alleged abuse.

In May 2005, the Bankruptcy Court approved the Stipulated
Protective Order in its entirety.

                Tort Claimants Want Order Vacated

Tort Claimants Kenneth Nail, Gary Mitts, F.B., S.D., K.L., J.R.,
M.S., J.W., and P.C. ask Judge Perris to vacate the Protective
Order.  The Tort Claimants' attorney, Erin Olson, Esq., argues
that many of the Tort Claimants' records are protected by state or
federal statutes and rules, and are exempt from public record
laws.

The Tort Claimants also do not wish to have their personal
information available to insurers who have no legitimate interest
in their claims, particularly when the personal information is to
be included in a searchable database available to several
insurance companies in the country.

The Tort Claimants believe that the insurers appearing in
Portland's bankruptcy proceeding have created, or intend to create
a searchable database containing all the records produced to any
of them relating to the claims.

For this reason, the Tort Claimants ask the Court to enter an
appropriately tailored protective order permitting Portland to
share the Tort Claimants' documentary discovery only with those
insurers who have coverage over their particular claims, unless
good cause as determined by the Court or stipulated to by the
affected tort claimants are shown for sharing with others.

                     Insurers Clarify Issues

On behalf of the insurers, Joseph A. Field, Esq., at Field &
Associates, in Portland, Oregon, contends that the Tort
Claimants' objection seems to have little to do with the agreed
confidentiality that should be afforded the documents.  The
objection seeks to disadvantage the insurance carriers in the
context of both the Accelerated Claims Resolution Process and the
coverage adversary proceedings.

To the extent the Protective Order does not sufficiently restrict
the subject documents for use exclusively in the present case and
related adversary proceedings, it should be amended by a
supplemental order, Mr. Field suggests.

As for the documents governed by state law, Mr. Field tells Judge
Perris that counsel for ACE, along with Erin K. Olson for the
Tort Claimants; Margaret Hoffman, Esq., at Schwabe, Williamson &
Wyatt, PC, for the Archdiocese; and William C. Tharp of the State
of Oregon Department of Human Services, for the State of Oregon
Defendants, have commenced work on separate protective orders to
address the matter.

              Judge Perris Amends Protective Order

To address the Tort Claimants' concerns, Judge Perris issues an
amended Protective Order, which provides that certain documents
and other records pertaining to tort claimants may only be
distributed pursuant to certain terms.  Specifically:

   (a) All documents and other records may be distributed to the
       insurers who assert in good faith that their policies may
       be or alleged to be at risk on a claim;

   (b) Documents and other records pertaining to tort claimants
       that contain these information will not be distributed
       without certain written consent of the individual tort
       claimant, except:

          -- Protected Health Information as this is defined in
             Health Insurance Portability and Accountability Act
             and its effecting regulations, 45 C.F.R. 160 and
             154;

          -- health records protected by Oregon Revised Statutes
             179.505 and 192.518;

          -- financial information including federal and state
             tax records and returns;

          -- juvenile information afforded confidentiality by
             Oregon Revised Statutes 419A.255; and

          -- documents and other records stamped as subject to
             existing protective orders, which may only be
             distributed by filing addenda to the existing
             protective orders that add insurers as covered
             participants;

   (c) A party or insurer whose policy is alleged to be at risk
       on a particular claim and who has access to records
       covered by this provision who believes, in good faith,
       that a document or documents are relevant to a coverage
       defense of any party in an insurance coverage adversary
       proceeding may, after first requesting and being denied
       written consent from the individual tort claimant who is
       the subject of the document or documents, petition the
       court for permission to share the document with the other
       insurers whose policies may be at risk in claims filed in
       the bankruptcy case; and

   (d) Except as specified, the insurers may share and use
       documents and other records.

Judge Perris rules that the Amended Protective Order is effective
nunc pro tunc to May 13, 2005.

A full text-copy of the Amended Protective Order is available for
free at:

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

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 39; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CHARTER COMMS: S&P Places Junk Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Charter Communications Holdings LLC on
CreditWatch with negative implications.  Charter Holdings is a
subsidiary of St. Louis, Missouri-based cable TV system operator
Charter Communications Inc., which had consolidated debt of about
$19.5 billion as of June 30, 2005 (pro forma for the August 2005
issue of $300 million, 8.75% senior notes).

The CreditWatch listing follows Charter's announcement of an
exchange offer for about $8.4 billion of various notes issued by
Charter Holdings due between 2009 and 2012 for about $6.9 billion
in accreted value of various new notes due in 2014 and 2015.  The
'CCC-' ratings on these issues also were placed on CreditWatch
with negative implications.  The 'B-3' short-term rating on the
parent company and other debt issues not part of the exchange
offer were affirmed.
     
"The exchange transactions will reduce onerous maturity pressure
on Charter," said Standard & Poor's credit analyst Eric Geil.
"However, we will view completion of any of the exchanges as
tantamount to a default on the original debt issue terms because
of the discount to par and the maturity extensions," he continued.
     
Upon completion of any exchange transactions, Standard & Poor's
will lower the corporate credit rating on Charter Holdings to 'SD'
to indicate a selective default, and lower the ratings on the
affected issues to 'D'.  Subsequently, Standard & Poor's expects
to reassign the corporate credit rating at 'CCC+'.  The new notes
would receive a 'CCC-' rating and any remaining Charter Holdings
notes also would be rated 'CCC-'.


CIRCUS & ELDORADO: S&P Lowers Issuer Credit Rating to B from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on casino
owner and operator Circus and Eldorado Joint Venture, including
its issuer credit rating to 'B' from 'B+'.
     
At the same time, Standard & Poor's removed the ratings on the
Reno, Nevada-based company from CreditWatch where they were placed
on May 16, 2005, with negative implications.  The outlook is
stable.  Total debt outstanding at June 30, 2005, was about
$160 million.
     
The CreditWatch resolution and downgrade follow the entity's most
recent earnings announcement where EBITDA declined 36% to
$8 million for the quarter ended June 30, 2005, from $12.5 million
in the same prior-year period.  EBITDA declined due to:

   * the increased competition from northern California;

   * the absence of a major bowling tournament in 2005, which took
     place in 2004; and

   * poor weather conditions in April.

Over the past couple of years, EBITDA has declined meaningfully
due to competitive market conditions to roughly $30 million for
the 12 months ended June 30, 2005, from $53 million at the end of
2000.


CITGO PETROLEUM: S&P Affirms BB Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on refiner and marketer CITGO Petroleum Corp.  The
outlook is stable.  As of June 30, the Houston-based company had
$1.3 billion in debt outstanding.
     
The affirmation follows the upgrade of CITGO's parent, Petroleos
de Venezuela S.A. (PDVSA), and the Bolivarian Republic of
Venezuela.
     
The corporate credit rating on PDVSA was raised to 'B+' from 'B'
and the long-term foreign and local currency sovereign credit
ratings on the Bolivarian Republic of Venezuela were raised to
'B+' from 'B'.  The ratings on PDVSA and Venezuela are equalized
because of their ties of ownership and economic interests.
      
"The ratings on CITGO were not raised in step with those of the
parent in part due to continuing uncertainty regarding PDVSA's
strategic plans for the refiner," said Standard & Poor's credit
analyst Ben Tsocanos.
     
Presently, PDVSA ratings limit CITGO's credit rating, despite a
financial profile that would be commensurate with a higher rating
level, and ratings improvement is unlikely under existing
ownership.


CRESCENT CAPITAL: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Crescent Capital Investments, LLC
        P.O. Box 4112
        Irvine, California 92707

Bankruptcy Case No.: 05-20974

Chapter 11 Petition Date: August 25, 2005

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Darrel B. Carter, Esq.
                  CBG Law Group, PLLC
                  800 Bellevue Way Northeast, Suite #400
                  Bellevue, Washington 98004
                  Tel: (425) 990-5580

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ghazi Abu-Salem                                         $250,000
29 Japonica
Irvine, CA 92618

Jumdia Dababish                                         $100,000
P.O. Box 4112
Irvine, CA 92616

Raven Estates, LLC                                       $40,000
29 Japonica
Irvine, CA 92613

Team 4 Engineering                                       $10,000
5819 NE Minder Road
Poulsbo, WA 98370

Silverdale Water District     Utility Bills                 $150
P.O. Box 90025
Bellevue, WA 98009


CROWN HOLDINGS: Selling Global Plastic Closures Unit to Financiere
------------------------------------------------------------------
Crown Holdings, Inc., entered into a Stock and Asset Purchase
Agreement with Financiere Daunou 1 S.A., a newly formed Luxembourg
societe anonyme, affiliated with funds managed by PAI partners
SAS, a European private equity firm, with respect to the sale of
the Company's Global Plastic Closures business.  

The parties inked the pact on August 18, 2005.

Pursuant to the Purchase Agreement, Financiere will pay:

   (1) EUR451,025,620 cash;

   (2) $182,500,000 cash;

   (3) $20,000,000 by delivery of a non-interest bearing note
       payable in U.S. dollars to be issued by Financiere; and

   (4) the assumption of certain liabilities.

Payments under the Note are contingent upon meeting pre-
established milestones.  The purchase price is subject to
adjustment for, among other items, net debt and working capital
prior to closing.  The Company expects that, after taking into
account various adjustments under the Purchase Agreement, net cash
proceeds from the sale will be approximately $650,000,000, and
that these net proceeds will be used for general corporate
purposes including the repayment of debt.

The closing is subject to the fulfillment of certain conditions,
including:

   (1) receipt of EU Commission approval under the EU Merger
       Regulation and other applicable antitrust approvals;

   (2) subject to certain exceptions, the absence of any order,
       decree or judgment of any court or tribunal of competent
       jurisdiction that makes the consummation of the sale of the
       Business illegal;

   (3) the absence of any Qualified Major Default;

   (4) the absence of a Material Adverse Effect since Dec. 31,
       2004; and

   (5) subject to certain exceptions, the accuracy of the
       representations, warranties and covenants made by each of
       the Company and Buyer.

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

                         *     *     *

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

The ratings for Crown and its subsidiaries are:

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

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

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

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

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

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

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

   -- SGL-1 Speculative Grade Liquidity Rating at Crown

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


EASYLINK SERVICES: Seeks NASDAQ Hearing to Address Non-Compliance
-----------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASYE) received notices of
non-compliance with Nasdaq Stock Market continued listing
requirements.

On Aug. 23, 2005, the Company received notice from The NASDAQ
Stock Market, Inc. Listing Qualifications Staff that the Company
has failed to comply with the filing requirement for continued
listing set forth in Nasdaq Marketplace Rule 4310(c)(14) due to
the Company's failure to file its quarterly report on Form 10-Q
for the three months ended June 30, 2005, on a timely basis and
that its common stock is therefore subject to potential delisting
from The Nasdaq National Market.  

The Company has requested a hearing before a NASDAQ Listing
Qualifications Panel and at the hearing will request a waiver of
the compliance failure until the Company files its Form 10-Q for
the three months ended June 30, 2005.  The Company previously
announced that it would not be able to file its Form 10-Q for the
quarter ended June 30, 2005, until its recently appointed
independent public accounting firm completes its review of the
Company's financial statements for the quarter and potential
adjustments relating to certain prior period expense accruals and
foreign tax liabilities have been resolved.  The Company's appeal
to the Panel will automatically stay the delisting of the
Company's common stock pending the Panel's review and
determination.  The Company's stock will remain listed on The
NASDAQ National Market under the trading symbol "EASYE" during the
pendency of the Panel's review and determination.

On Aug. 23, 2005, the Company also received notice from The NASDAQ
Stock Market, Inc. Listing Qualifications Staff that for 30
consecutive trading days the bid price of its common stock closed
below the minimum $1.00 per share required for continued inclusion
under Nasdaq Marketplace Rule 4450(a)(5).  This notification from
Nasdaq has no effect on the listing of the Company's common stock
on the Nasdaq National Market at this time, and the Company has
not yet determined to take any particular action in response to
this notification.

The letter from Nasdaq indicates that, in accordance with Nasdaq
Marketplace Rule 4450(e)(2), the Company has until Feb. 21, 2006
(180 calendar days from the date of the letter) to regain
compliance with the Minimum Bid Price Rule.  The Company may
regain compliance with the Minimum Bid Price Rule if, at any time
before February 21, 2006, the bid price of its common stock closes
at $1.00 per share or more for a minimum of ten consecutive
trading days.  The Nasdaq staff may, in its discretion, require
the Company to maintain a bid price of at least $1.00 per share
for a period in excess of ten consecutive business days (but
generally no more than 20 consecutive business days) before
determining that the Company has demonstrated the ability to
maintain long-term compliance. The letter states that, if
compliance with the minimum Bid Price Rule cannot be demonstrated
by Feb. 21, 2006, the Nasdaq staff will provide written
notification that the Company's common stock will be delisted, and
at that time the Company may appeal the staff's determination to a
Listing Qualifications Panel.  The letter also indicates that,
alternatively, the Company may apply to transfer its common stock
to The Nasdaq SmallCap Market if the Company satisfies the
requirements for initial inclusion on the Nasdaq SmallCap Market,
other than the Minimum Bid Price Rule, and that if the application
is approved, the Company will be afforded the remainder of the
Nasdaq SmallCap Market's additional 180-day compliance period to
regain compliance with the Minimum Bid Price Rule while on the
Nasdaq SmallCap Market.

EasyLink Services Corporation (NASDAQ: EASY) --  
http://www.EasyLink.com/-- headquartered in Piscataway, New     
Jersey, is a leading global provider of services that power the  
exchange of information between enterprises, their trading  
communities, and their customers.  EasyLink's global network  
handles over 1 million transactions every business day on behalf  
of over 60 of the Fortune 100 and thousands of other companies  
worldwide.  The Company facilitate transactions that are integral  
to the movement of money, materials, products, and people in the  
global economy, such as insurance claims, trade and travel  
confirmations, purchase orders, invoices, shipping notices and  
funds transfers, among many others.  EasyLink helps companies  
become more competitive by providing the most secure, efficient,  
reliable, and flexible means of conducting business  
electronically.  

                     Going Concern Doubt   

KPMG LLP expressed substantial doubt about EasyLink's ability to  
continue as a going concern after it audited the Company's  
financial statements for the fiscal year ended Dec. 31, 2004.
The Company said it again received that going concern  
qualification notwithstanding the significant improvements in its  
financial condition and results of operations over the past three  
years.  The auditors point to the Company's working capital  
deficiency and an accumulated deficit.  The Company also received  
qualified opinions from its auditors in 2000, 2001, 2002 and 2003.

                  Second Quarter 2005 Filing

The Company intends to release its second quarter 2005 results  
after the market closes on Monday, August 15, and hold a  
conference call to discuss those results the following day.  This  
release is slightly delayed from EasyLink's standard schedule in  
order to give Grant Thornton adequate time to initiate its  
engagement with EasyLink and to complete its review of EasyLink's  
second quarter results.  Due to the timing of the engagement of  
Grant Thornton, however, it may be necessary to further delay the  
release for a short period of time after Aug. 15, 2005, to allow  
Grant Thornton to complete their review.


ELDORADO RESORTS: S&P Lowers Corporate Credit Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on casino
owner and operator Eldorado Resorts LLC, including its corporate
credit rating to 'B' from 'B+'.  At the same time, Standard &
Poor's removed the ratings on the Reno, Nevada-based company from
CreditWatch where they were placed on May 19, 2005, with negative
implications.  The outlook is stable.
     
The CreditWatch resolution and downgrade follow disappointing
operating performance for the quarter ended June 30, 2005, due to:

   * the increased competition from northern California;
   * the absence of a major bowling tournament in 2005; and
   * poor weather conditions in April.

Over the past few years, EBITDA has declined meaningfully due to
competitive market conditions.
     
Although the market seemed to have stabilized in 2004, competitive
uncertainty still exists in the Reno market.  In June 2004,
several tribes, including the United Auburn Indian Community,
renegotiated a compact with the state of California, which will
allow an unlimited number of gaming machines to be installed at
these facilities.  During the fourth quarter of 2004, 800
additional machines were installed at the Thunder Valley casino,
bringing the total number of machines to 2,700.  As a result, the
Reno market may continue to feel pressure over time from
additional competitive changes in northern California, given its
high reliance on drive-in visitors.  Also, competition may
increase over time if Station Casinos decides to build a gaming
facility on the 96 acres of gaming-entitled land that it acquired
in February 2005.
     
Reno has one of the largest bowling complexes in North America,
and in 2004, 80,000 bowlers came to Reno between February and
June.  The market hosts multi-month tournaments in Reno two out of
every three years through 2018.  Given the timing of these
tournaments, the market will continue to experience swings in
gaming, as well as non-gaming revenues, depending on the absence
or presence of a bowling tournament in each reporting period.
      
"The stable outlook reflects the expectation that the Eldorado's
performance will stabilize at a level that will allow the company
to maintain adequate credit protection measures for the new rating
over the intermediate term," said Standard & Poor's credit analyst
Peggy Hwan.  

In addition, liquidity for Eldorado remains adequate.  If further
competitive changes cause operating results to weaken
meaningfully, an outlook revision to negative may be considered.


ESCHELON TELECOM: Equity Deficit Widens to $22.98 Mil. at June 30
-----------------------------------------------------------------
Eschelon Telecom, Inc., reported its financial results for the
quarter ending June 30, 2005, in a Form 10-Q filing delivered to
the Securities and Exchange Commission.

Network services revenue was $50.1 million for the three months
ended June 30, 2005, an increase of 53.0% from $32.8 million in
the same period of 2004.  

Business telephone systems revenue was $6.8 million for the three
months ended June 30, 2005, an increase of 6.6% from $6.4 million
in the same period of 2004.  The increase in revenue was primarily
due to an increase in revenue from new systems.  The Company
cannot predict future trends in capital spending by small and
medium-sized business customers which drives our BTS revenue.

The increase in gross profit for the three months ended
June 30, 2005, from the same period of 2004, is primarily
due to the inclusion of ATI, which was offset by approximately
$4.7 million in costs related to the settlement with Global
Crossing in June 2005.

Net loss for the three months ended June 30, 2005, was
$8.6 million compared to a net loss of $3.4 million in the same
period of 2004.  This increase in net loss is primarily due to
recording approximately $4.7 million in costs related to the
settlement with Global Crossing in June 2005 and higher interest
expense as a result of having a higher average outstanding debt
balance for the three months ended June 30, 2005, compared to the
three months ended June 30, 2004.

                 Liquidity and Capital Resources

The Company's principal sources of liquidity are cash from
operations and its cash and cash equivalents and available-for-
sale securities.  The Company's principal liquidity requirements
consist of debt service, capital expenditures and working capital.

Cash provided by operating activities was $5.6 million for the
six months ended June 30, 2005, compared to cash provided by
operating activities of $13.4 million for the same period of 2004.  
The decrease in cash provided by operating activities was
primarily due to the semi-annual interest payment in March 2005 on
our senior second secured notes and due to the increase in cost of
revenue related to the settlement with Global Crossing in June
2005.

Cash used in investing activities was $21.5 million for the
six months ended June 30, 2005, compared to $12.5 million for the
same period of 2004.  The cash used in investing activities was
for the maintenance and expansion of our network and back office
systems and for the investment in available-for-sale securities
with maturity dates of six months or less.

Cash used in financing activities was $1.2 million for the
six months ended June 30, 2005.  The cash used in financing
activities was primarily for payments on capital lease obligation
and for debt issuance costs.  For the six months ended June 30,
2004, net cash provided by financing activities was $14.3 million.  
The net proceeds from the issuance of the senior second secured
notes in March 2004 generated approximately $13.2 million, which
is net of a $1.6 million prepayment penalty.  The Company also
used cash for payments on capital lease obligations.

On Aug. 9, 2005, an initial public offering of 5,357,143 of the
Company's common stock at $14.00 per share was consummated.  The
company estimates that net proceeds from the offering, after
deducting estimated underwriting discounts and commissions, will
be approximately $69.8 million.  Proceeds will be used to redeem
approximately $50.6 million accreted value ($57.8 million
principal amount) of its 8-3/8% senior second secured notes due
March 15, 2010, and to pay a $6.1 million premium due on
redemption for these notes assuming that the redemption will occur
on Sept. 15, 2005; approximately $10.9 million will be used for
general corporate purposes, including the expansion of our
colocation network; and approximately $2.2 million will be used
for the payment of fees and expenses associated with the offering.

                     Capital Requirements

For the six months ended June 30, 2005, the Company spent
$18.4 million on capital expenditures.  The Company expects to
spend approximately $44.5 million on capital expenditures in 2005,
approximately $4.5 million of which will be to integrate ATI into
our operations.

Based on the Company's current level of operations and anticipated
growth, it believes that its existing cash, cash equivalents and
short-term investments will be sufficient to fund its operations
and the Company does not currently anticipate the need to raise
additional financing to fund capital expenditures or operations
for at least the next 12 months.

A full-text copy of Eschelon Telecom's Quarterly Report is
available for free at http://ResearchArchives.com/t/s?11a

Eschelon Telecom, Inc., is a facilities-based competitive  
communications services provider of voice and data services and  
business telephone systems in 19 markets in the western United  
States.  Headquartered in Minneapolis, Minnesota, the company  
offers small and medium-sized businesses a comprehensive line of  
telecommunications and Internet products.   Eschelon currently  
employs approximately 1,130 telecommunications/Internet  
professionals, serves over 50,000 business customers and has  
approximately 380,000 access lines in service throughout its  
markets in Minnesota, Arizona, Utah, Washington, Oregon, Colorado,  
Nevada and California.

As of June 30, 2005, Eschelon Telecom's equity deficit more than
doubled to $22,980,000 from an $8,180,000 deficit at Dec. 31,
2004.

                         *     *     *

As reported in the Troubled Company Reporter on April 28, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the $100 million 8-3/8% senior second secured notes due 2010
issued by Eschelon Operating Co., a wholly owned subsidiary of
Minneapolis, Minnesota-based competitive local exchange carrier
Eschelon Telecom Inc.  Proceeds from these notes, which were
issued under Rule 144A with registration rights, have been used to
refinance bank debt.  Simultaneously, Standard & Poor's affirmed
Eschelon's 'CCC+' corporate credit rating.  S&P said the outlook
is developing.


EURAMAX INT'L: Moody's Junks 2nd Lien Sr. Sec. Credit Facility
--------------------------------------------------------------
Moody's has downgraded Euramax International, Inc.'s first lien
senior secured credit facility to B2 from B1 and its second lien
senior secured credit facility to Caa1 from B3.  This action is
based on the company's plan to seek an amendment to its credit
agreements that would permit the refinancing of the $190 million
second lien term loan and $110 million senior unsecured PIK notes
with senior subordinated notes.

In addition, Moody's has downgraded Euramax International, Inc.'s
corporate family rating to B2 from B1.  The entity Euramax
Holdings, Inc., referred to in Moody's last press release, has
been renamed Euramax International, Inc.  The ratings actions
consider that Moody's essentially viewed the senior unsecured PIK
notes as common equity that will now likely be refinanced with
cash-pay debt.  As a result (assuming the refinancing was
completed), Moody's credit metrics would incorporate a higher pro
forma debt balance of at least $750 million as opposed to the $640
million debt balance (amount excludes the senior unsecured PIK
notes) that was factored into the B1 corporate family rating
assigned in June 2005.  The rating outlook is stable.  This action
completes a review that was initiated on August 17, 2005.  These
summarizes the ratings activity:

Ratings Lowered:

Euramax International, Inc. and co-issuer Euramax International
Holdings B.V.:

   * Guaranteed first lien senior secured tranche B term loan,
     $332 million due 2012 -- to B2 from B1

   * Guaranteed second lien senior secured term loan, $190 million
     due 2012 -- to Caa1 from B3

Euramax Holdings Limited (UK), Euramax Europe B.V., Euramax
Netherlands B.V.:

   * Guaranteed first lien senior secured tranche B term loan,
     $118 million due 2012 -- to B2 from B1

Euramax International, Inc., co-issuer Euramax International
Holdings B.V., Euramax Holdings Limited (UK), Euramax Europe B.V.,
Euramax Netherlands B.V.:

   * Guaranteed first lien senior secured revolving credit
     facility, $80 million due 2011 -- to B2 from B1

Euramax International, Inc.:

   * Corporate Family Rating -- to B2 from B1

Moody's has previously stated that Euramax's ratings would come
under pressure if financial leverage increases beyond 6.0 times.
Moody's believes that any prospective refinancing of the second
lien term loan and senior unsecured PIK notes with senior
subordinated notes would increase leverage beyond this threshold.
Specifically, assuming a minimum pro forma debt balance of $750
million and reported LTM EBITDA of $121 million for the period
ended April 1st, 2005, Euramax's pro forma debt to EBITDA
increases to 6.2 times.

The stable outlook reflects Moody's expectation that any
prospective refinancing would not increase Euramax's leverage to
levels exceeding 7.0 times and that the company will continue to
generate positive free cash flow, despite the potential for higher
cash interest expense.  The company's ratings could come under
pressure should a decline in operating performance or margin
pressure result in leverage increasing beyond 7.0 times and/or
negative free cash flow, or if the company pursues a large debt
financed acquisition.

If the proposed amendment is not approved by lenders, Moody's will
re-evaluate the ratings at that time.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of:

   * value-added aluminum,
   * steel,
   * vinyl, and
   * fiberglass products.  

The company reported revenues of $1.0 billion for the LTM ended
April 1, 2005.


GE COMMERCIAL: Fitch Rates 3 Certificate Classes at Low-B
---------------------------------------------------------
GE Commercial Mortgage Corporation's commercial mortgage pass-
through certificates, series 2005-C3, are rated by Fitch Ratings:

     -- $70,551,000 class A-1 'AAA';
     -- $117,365,000 class A-2 'AAA';
     -- $180,000,000 class A-3FX 'AAA';
     -- $25,000,000 class A-3FL 'AAA';
     -- $145,390,000 class A-4 'AAA';
     -- $118,168,000 class A-5 'AAA';
     -- $75,000,000 class A-6 'AAA';
     -- $74,502,000 class A-AB 'AAA';
     -- $386,682,000 class A-7A 'AAA';
     -- $55,241,000 class A-7B 'AAA';
     -- $444,990,000 class A-1A 'AAA';
     -- $161,353,000 class A-J 'AAA';
     -- $13,226,000 class B 'AA+';
     -- $29,096,000 class C 'AA';
     -- $21,161,000 class D 'AA-';
     -- $34,387,000 class E 'A';
     -- $18,516,000 class F 'A-';
     -- $23,806,000 class G 'BBB+';
     -- $21,161,000 class H 'BBB';
     -- $31,742,000 class J 'BBB-';
     -- $7,936,000 class K 'BB+';
     -- $7,935,000 class L 'BB';
     -- $10,581,000 class M 'BB-';
     -- $2,645,000 class N 'NR';
     -- $7,935,000 class O 'NR';
     -- $7,936,000 class P 'NR';
     -- $23,806,258 class Q 'NR';
     -- $2,116,111,258 class X-C* 'AAA';
     -- $2,070,356,000 class X-P* 'AAA'.

        * Notional amount and interest only.

Classes A-1, A-2, A-3FX, A-3FL, A-4, A-5, A-6, A-AB, A-7A, A-7B,
A-1A, X-P, A-J, B, C, D, and E are offered publicly, while classes
X-C, F, G, H, J, K, L, M, N, O, P, Q 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 151 fixed rate loans having an aggregate
principal balance of approximately $2,116,111,258, as of the
cutoff date.  The rating on the class A-3FL certificates only
addresses the receipt of the fixed-rate coupon and does not
address whether investors will receive a floating-rate coupon.  
Additionally, the rating of the class A-3FL certificates does not
address any costs associated with a floating rate swap.

For a detailed description of Fitch's rating analysis, please see
the report titled 'GE Commercial Mortgage Corporation, Series
2005-C3', dated Aug. 25, 2005 and available on the Fitch Ratings
web site at http://www.fitchratings.com/


GITTO GLOBAL: Chapter 7 Trustee Wants 401(k) Plan Trustee Replaced
------------------------------------------------------------------
Mark G. DeGiacomo, the Chapter 7 Trustee overseeing the
liquidation of Gitto Global Corporation, asks the U.S. Bankruptcy
Court for the District of Massachusetts, Western Division, to
remove Frank Miller as the Debtor's 401(k) Plan Trustee.

The Chapter 7 Trustee tells the Court that, based on the
information obtained from American Funding -- the administrator of
the Debtor's 401(k) Plan -- the plan contains $389,673 in funds
with Mr. Miller as the Plan Trustee.

Mr. DeGiacomo disclosed that LaSalle Busniess Credit, LLC, the
Debtor's primary secured creditor, has filed a complaint in the
U.S. District Court for the District of Massachusetts alleging
that Mr. Miller engaged in fraudulent activity with regard to the
Debtor's banking relationships.

In light of these allegations against Mr. Miller during his tenure
as an officer of the Debtor and his resignation as an officer of
the Debtor on Sept. 17, 2004, Mr. DeGiacomo wants Mr. Miller
removed as the Debtor's 401(k) Plan Trustee.

Mr. DeGiacomo also asks the Court to appoint Craig Jalbert as the
Debtor's new 401(k) Plan Trustee.

Headquartered in Lunenburg, Massachusetts, Gitto Global
Corporation -- http://www.gitto-global.com/-- manufactured  
polyvinyl chloride, polyethylene, polypropylene and thermoplastic
olefinic compounds.  The Company filed for chapter 11 protection
on September 24, 2004 (Bankr. D. Mass. Case No. 04-45386).  Andrew
G. Lizotte, Esq., at Hanify & King P.C., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.  
On March 4, 2005, the Court converted the Debtor's chapter 11 case
to a chapter 7 proceeding.  Mark G. DeGiacomo serves as the
Chapter 7 Trustee.


GLOBAL IMAGING: Moody's Lifts $57.5 Million Notes' Rating to Ba3
----------------------------------------------------------------
Moody's upgraded all of the credit ratings of Global Imaging
Systems, Inc. and changed the ratings outlook to stable from
positive.  The ratings upgrade reflects:

   * strong top line growth and solid operating margins;
   * successful integration of recent acquisitions;
   * consistent free cash flow generation; and
   * a large and diverse middle market customer base.

Moody's upgraded these ratings:

   * $70 million senior secured revolver due 2009, upgraded to Ba2
     from Ba3

   * $207 million senior secured term loan due 2010, upgraded
     to Ba2 from Ba3

   * $57.5 million convertible senior subordinated notes due 2008,
     upgraded to Ba3 from B2

   * Corporate family (formerly senior implied), upgraded to Ba2
     from Ba3

The ratings outlook has been changed to stable from positive.

The Ba2 corporate family rating reflects strong financial
performance and credit metrics that are solid within the ratings
category.  Revenues grew about 10% in the fiscal year ending March
31, 2004 and 23% in fiscal 2005.  Organic revenue growth during
these periods was 6% and 5%, respectively.  Operating margins have
exceeded 10% each of the last 3 years, above most of its industry
competitors.  Free cash flow to debt has been solid, ranging from
15% to 23% over the last 3 years.  The ratio of Debt to EBITDA
(based on Moody's standard analytical adjustments) was 2.7x for
the twelve month period ended June 30, 2005.

Global Imaging is a leading provider of office technology products
to middle market customers, targeting businesses with fewer than
1,000 employees.  The company has grown through a series of more
than 70 acquisitions since its founding in June 1994.  The largest
acquisition, Imagine Technology Group, Inc., was completed in May
2004 for total consideration of $131 million.  Key elements of the
acquisition strategy include:

   * organizing acquired companies into core and satellite
     offices;

   * retaining pre-acquisition names and management teams; and

   * consolidating administrative functions into core companies.

The company has a strong track record of integration success, with
no restructuring charges recorded in the last 3 years and EBITDA
margins in excess of 13%.  The company has a publicly stated goal
of acquiring $60-$100 million of revenues annually over a three
year period.

The ratings also benefit from a significant recurring revenue
stream and a diverse customer base . About 90% of office
automation sales are accompanied by service contracts.  Service
and supplies comprised over 45% of gross profit in the 2005 fiscal
year.  Global Imaging has about 180,000 customers and the top 5
customers account for less than 5% of sales.

The ratings are constrained by the highly competitive nature of
the industry, rapid technology change and the company's reliance
on its key vendors.  Competition includes large independent
dealers, large national competitors, manufacturers' sales and
service divisions and office superstores.  Competition from the
large national competitors such as IKON Office Solutions and Xerox
Corporation may increase as these companies focus more attention
on middle market companies for growth.  Pricing pressure on
equipment sales may increase as competitors pursue after-market
service revenues.  It should be noted, however, that the company
has maintained gross margins in the range of 38%-39% in each of
the last 3 years.

The company's success depends on its ability to acquire the latest
office equipment technology from its vendors at competitive
prices.  Although the company uses multiple vendors, the 3 largest
vendors accounted for about 55% of equipment, parts and supplies
purchased in fiscal 2005.  The ratings reflect the risk that key
vendors may fail to anticipate which products or technologies will
gain market acceptance or may seek to expand their direct sales
business at Global Imaging's expense and capture additional gross
margin on equipment sales.  However, the company's relationship
with multiple vendors and its effective distribution channel for
middle market customers (which may be difficult for the original
equipment manufacturers to replicate) mitigates these risks.

Moody's expects that liquidity will continue to be very good in
the near term, supported by solid cash generation, which should
amply cover ongoing cash requirements.  The company has limited
near term debt maturities and $64 million available under its $70
million revolving credit facility as of June 30, 2005.

The stable ratings outlook anticipates modest organic growth from
the company's middle market customer base, stable operating
margins and a conservative leverage profile.  Although competition
is expected to increase, Moody's expects the company's financial
performance to benefit from increased sales of color equipment,
which generates higher per click service revenues.  Acquisitions
and share repurchases are expected to be funded primarily from
free cash flow from operations.

The ratings outlook could be changed to positive if the company
grows equipment and service revenues in the context of stable
operating margins, effectively integrates acquisitions and
maintains a conservative financial policy so that the ratio of
debt to EBITDA (based on Moody's standard analytical adjustments)
approximates 2.0 times and the ratio of free cash flow to debt
approaches 20%.  The ratings outlook could be changed to negative
if operating margins erode materially or if the ratio of debt to
EBITDA is expected to rise above 3.5 times or the ratio of free
cash flow to debt is expected to fall below 12%.

The Ba2 rating on the credit facility, notched at the corporate
family rating level, reflects the preponderance of senior secured
debt in the capital structure.  The credit facility is secured by
substantially all the assets of the company.

The Ba3 rating on the convertible senior subordinated notes,
notched one level below the corporate family rating, reflects
Moody's practice of compressing the notching of subordinated debt
at corporate family rating levels of Ba2 and above.  The notes are
unsecured obligations and are subordinated to all existing and
future senior indebtedness.

Global Imaging Systems, Inc. based in Tampa, Florida, is a leading
provider of complete office technology solutions to the middle
market businesses.  Revenue for the twelve month period ended
June 30, 2005, was approximately $960 million.


GREGORY TIFT: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gregory Scott Tift
        40 Lake Bellevue #100
        Bellevue, Washington 98005

Bankruptcy Case No.: 05-20916

Chapter 11 Petition Date: August 24, 2005

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Lawrence K. Engel, Esq.
                  Law Office of Lawrence K. Engel
                  P.O. Box 9598
                  106 West Roy Street
                  Seattle, Washington 98109
                  Tel: (206) 352-6000

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Key Bank Law Group                Bank loan           $1,200,000
WA 31-01-0071
1101 Pacific Avenue
Tacoma, WA 98411-5500

The Employee Painters Trust       Trade debt          $1,030,344
Et. Al.
c/o Ekman, Bohrer & Thulin, P.S.
220 West Mercer Street,
Suite 400
Seattle, WA 98119

SeaPac Sales                      Trade debt             $81,000
P.O. Box 24994
Seattle, WA 98124-0094

Key Bank (Personal Line Of        Bank loan              $57,865
Credit)

Banner Bank                       Bank loan              $21,503

King County Credit Union          Bank loan              $16,551

McKay Huffington                  Trade debt              $6,000

Key Privilege                     Bank loan               $5,303

Alaska Cascade Financial          Trade debt              $4,115
Services, Inc.

Nordstrom                         Bank loan               $1,868

Capital One                       Bank loan               $1,488

Roundhill Fence LLC               Bank loan               $1,100

Honda Finance                                               $881

Collectech Systems                Bank loan                 $605


GUGGENHEIM STRUCTURED: Fitch Puts BB Rating on $10MM Fixed Notes
----------------------------------------------------------------
Fitch Ratings assigns these ratings to Guggenheim Structured Real
Estate Funding 2005-2, Ltd., and Guggenheim Structured Real Estate
Funding 2005-2 LLC:

      -- $5,000,000 class S fixed-rate interest-only notes due
         2010 'AAA';

      -- $163,800,000 class A floating-rate notes due 2030 'AAA';

      -- $31,300,000 class B floating-rate notes due 2030 'AA';

      -- $27,300,000 class C deferrable interest floating-rate
         notes due 2030 'A';

      -- $22,543,000 class D deferrable interest floating-rate
         notes due 2030 'BBB';

      -- $10,700,000 class E deferrable interest floating-rate
         notes due 2030 'BBB-';

      -- $10,000,000 Class F deferrable interest fixed-rate notes
         due 2030 'BB'.

The rating of the class S notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents.  The ratings of the classes A and B
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The ratings of the classes C, D, E, and F
notes address the likelihood that investors will receive ultimate
interest and deferred interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.  Periodic payments on the
notes will be paid monthly starting in September 2005.

The ratings are based upon the capital structure of the
transaction, the credit quality of the collateral, and the
overcollateralization and interest coverage tests provided for
within the indenture.  All of the collateral is expected to be
purchased at closing.  Guggenheim Structured Real Estate Advisors,
LLC, will manage the collateral portfolio.  The transaction has a
reinvestment period of five years, beginning on the closing date,
during which time Guggenheim may reinvest principal proceeds
subject to the reinvestment criteria outlined in the governing
documentation.

The proceeds of the notes will be used to purchase a portfolio of
commercial real estate first mortgages, B-notes, Mezzanine loans,
commercial mortgage-backed securities, and a bank term loan.  The
reinvestment collateral is covenanted to a maximum Fitch loan
diversity index test score of 869.6, in addition to other
reinvestment parameters.

The class S interest-only notes are the most senior class of
security within the structure and receive interest payments
according to a fixed schedule before all other classes of notes.
After the scheduled payments to the class S notes, available
proceeds are applied to pay current interest to the notes in
sequential order, beginning with the class A notes.

During the reinvestment period, the collateral manager may opt to
amortize the notes if investment in additional collateral
interests is either infeasible or not beneficial, in which case
the principal proceeds are then allocated to the noteholders on a
pro rata basis.  Furthermore, during the reinvestment period,
Guggenheim will have a one-time option to liquidate the entire
portfolio and apply the net proceeds of that sale to purchase
collateral interests from an entity managed by the collateral
manager, subject to the reinvestment criteria.  After the
reinvestment period, principal proceeds are paid sequentially to
each of the classes A-F in amounts equal to their current class
note balances as defined in the governing documentation.

The issuer and co-issuer are special-purpose companies
incorporated under the laws of the Cayman Islands and Delaware,
respectively.  Guggenheim Structured Real Estate Advisors, LLC is
a wholly owned subsidiary of Guggenheim Capital, LLC, a privately
owned, diversified financial services company.  Guggenheim
Structured Real Estate Funding 2005-2 Ltd./LLC is the second
collateralized debt obligation managed by Guggenheim.

For additional information on structural and others features of
this transaction, see the Fitch presale report, Guggenheim
Structured Real Estate Funding 2005-2,' available on the Fitch web
site, http://www.fitchresearch.com/


HILITE INDUSTRIES: Moody's Junks $30 Million Senior Sub. Notes
--------------------------------------------------------------
Moody's Investors Service has lowered the Corporate Family rating
of Hilite International, Inc. to B2 from B1.  The senior secured
bank credit facilities' ratings of its U.S. subsidiary, Hilite
Industries, Inc. and its European subsidiary, Hilite Germany GmbH
& Co, KG have also been lowered to B2 from B1, and Hilite
Industries' senior subordinated notes' rating has been lowered to
Caa1 from B3.  The outlook is negative.

The downgrade reflects Moody's expectations that Hilite's
operating margins and free cash flow will be lower than the rating
agency's expectations for 2005, and will remain under pressure
through 2006 as a result of the challenging environment in the
automotive supplier space.  These challenges include:

   * lower production volumes at some of Hilite's major OEM
     customers;

   * continued high-levels of contractual and non-contractual
     price give-backs;

   * high commodity prices; and

   * a shift in the company's sales toward lower margin products.

Hilite will also remain challenged by the ongoing cyclicality of
the automotive sector and by its modest scale relative to both
competitors and its major customers.  Moreover, its customer
concentration remains high.  General Motors accounts for over 25%
of Hilite's sales and is expected to remain in excess of 20% going
forward.  These factors will result in weaker credit metrics over
the intermediate term.

Moody's notes that Hilite will benefit from constructive
operational and financial initiatives that have been undertaken.
It has been awarded important long-term business contracts that
will help to better diversify its customer base and car platform
concentration.  In addition, management has made progress in
reducing costs, and the company has a relatively strong backlog of
booked business.  By 2007, approximately half of sales will be
comprised of business booked in 2004 and 2005.

Furthermore, over half of Hilite's net sales are generated outside
North America.  Going forward, the contribution of EBITDA derived
from European operations will likely exceed that of the U.S.
Finally, the April 2005 refinancing extended Hilite's debt
maturities out to 2010.

The negative outlook anticipates that Hilite's operating results
will remain under pressure despite the constructive operating and
financial initiatives that have been undertaken.  The company's
environment will remain highly challenging, and the rating could
come under further pressure.  In addition, Moody's is concerned
that the company has only modest headroom under the financial
convents in its bank agreement.

Ratings downgraded:

  Hilite International:

     * Corporate Family, B2 from B1

  Hilite Industries, Inc.:

     * $60 million senior secured revolving credit and $70 million
       senior secured term loan to B2 from B1

     * $30 million senior subordinated notes to Caa1 from B3

  Hilite Germany GmbH & Co. KG:

     * $50 million senior secured term loan to B2 from B1

Hilite International's $30 million of 11% guaranteed senior
subordinated mezzanine notes due 2012 are not rated.

Since early 2005, Hilite has continued to experience pricing
pressures, higher commodity costs and lower vehicle production.
Although the second half of 2005 could show improved results
compared to the first part of the year, it is unlikely to offset
the weaker results from the first half.  Furthermore, capital
expenditures and higher R&D spending necessary to support the
sales backlog are expected to continue to constrain cash flow
generation.  Operating margins will also be affected by the lower
portion of engineering and development expenses being reimbursed
by customers.

Lower EBITDA generation and higher interest rates will weaken
interest coverage measures for the rest of this year and into
2006.  EBIT/interest coverage over the last twelve months has been
below 1.0x and is expected to remain at this level through the
rest of the year.  Although the refinancing was an overall
positive development for the company, higher interest rates are
associated with the new debt structure.  Hilite's senior secured
debt is based on floating interest rates and the new $60 million
of senior subordinated notes carry an 11% interest rate, replacing
debt that had lower interest rates.  Hilite is required to
synthetically fix 50% if the interest on its total debt.
Debt/EBITDA for full year 2005 is anticipated to be closer to
5.0x.

Hilite was awarded in excess of $100 million of new business since
2004 year end through March 2005.  The majority of Hilite's new
business ramps in 2007 and beyond.  Despite these awards, intense
pricing pressure is likely to constrain margin improvement.  The
company is highly focused on reducing its cost base through lean
manufacturing, plant consolidation and improved manufacturing
efficiencies, as well as through improved raw materials sourcing
procedures.

Additionally, Moody's notes that Hilite has the majority of its
revenues and long-term assets based in Europe.  Going forward,
European operations are expected to contribute more than 50% to
Hilite's EBITDA.  Demand for Hilite's key product lines stands to
benefit from increased regulatory pressures for improved emissions
control, combined with consumers' desire for enhanced fuel economy
and the increased penetration of automatic transmissions in
Europe.

As of June 30, 2005 Hilite Industries' $60 million revolver had
more than $55 million of unused commitments.  Debt maturities have
been extended out to 2010 and the company is in compliance with
its covenants.  However, covenant room is likely to tighten for
the third quarter ended September 30, 2005 due to lower expected
EBITDA levels and higher interest expense.  As the covenant
requirements for the third quarter of 2005 tighten and the
company's EBITDA margins remain under pressure, meeting the third
quarter covenants could prove challenging and affect available
amounts under the revolver.

Developments that could result in lower ratings include a
violation of the covenants in the bank facility, further
production cuts by major OEM customers, or an erosion in financial
metrics beyond these levels:

   * EBITDA margins falling below 8%;

   * EBIT margins falling below 2%;

   * free cash flow /debt falling below 3.0%;

   * leverage increasing to over 6.0x; and

   * insufficient liquidity and weakening cash interest coverage
     falling well below 1.0x.

Factors that could lead to a stabilization of the rating outlook
include Hilite's ability to better contend with its challenging
operating environment as to sustain credit metrics approximating:

   * EBIT margins at a minimum of 7-8%;
   * EBITDA margins reaching approximately 14%;
   * Debt/EBITDA of less than 4.0x;
   * FCF/Debt consistently above 5%;
   * a substantial reduction in net debt; and
   * an improved liquidity profile.

Hilite, headquartered in Cleveland, Ohio, is a designer and
manufacturer of highly-engineered, valve-based components,
assemblies, and systems used principally in powertrain (engine and
transmission) applications for the automotive market.  Products
offered include:

   * camphasers, diesel valves, cylinder deactivation valves, and
     emissions control units for engine applications;

   * solenoid valves and proportioning valves for transmission
     applications; and

   * brake proportioning valves, and wheel cylinders for brake
     applications.

The majority of Hilite's equity is owned by private equity
sponsors and several members of management.  The company's
annualized revenues approximate $400 million.


HASCO: Fitch Assigns BB Rating to $5.1MM Private Certificates
-------------------------------------------------------------
HASCO series 2005-NC1 trust is rated by Fitch:

     -- $520.5 million classes I-A-1, I-A-2, II-A-1, II-A-2,
        II-A-3, and II-A-4 'AAA';

     -- $31.6 million classes M-1 and M-2 certificates 'AA+';

     -- $22.4 million classes M-3 and M-4 certificates 'AA';

     -- $9.5 million class M-5 certificates 'AA-';

     -- $8.2 million class M-6 certificates 'A';

     -- $7.3 million class M-7 certificates 'A-';

     -- $6.9 million classes M-8 and M-9 certificates 'BBB+';

     -- $6.0 million class M-10 certificates 'BBB';

     -- $4.4 million class M-11 certificates 'BBB-';

     -- $5.1 million class M-12 (privately offered) certificates
        'BB+';

     -- $5.1 million class M-13 (privately offered) certificates
        'BB';

     -- $4.7 million privately offered class M-14 is not rated by
        Fitch.

The 'AAA' rating on the senior certificates reflects the 18.10%
total credit enhancement provided by the 2.90% class M-1, the
2.10% class M-2, the 1.90% class M-3, the 1.65% class M-4, the
1.50% class M-5, the 1.30% class M-6, the 1.15% class M-7, the
0.60% class M-8, the 0.50% class M-9, the 0.95% class M-10, the
0.70% class M-11, the 0.80% class M-12, the 0.80% class M-13, the
0.75% class M-14, and a target overcollateralization of 0.50%.  
All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the primary servicing
capabilities of JP Morgan Bank, N.A. (rated 'RPS1' by Fitch).
Deutsche Bank National Trust Company will act as trustee.

As of the cut-off date, Aug. 1, 2005, the mortgage loans have an
aggregate balance of $631,666,891. 100% of the loans have
interest-only periods of 2, 3, and 5 years.  The weighted average
mortgage rate is approximately 6.533%, and the weighted average
remaining term to maturity is 357 months.  The average cut-off
date principal balance of the mortgage loans is approximately
$267,089.59.  The weighted average original loan-to-value ratio is
80.9%, and the weighted average Fair, Isaac & Co. score is 663.  
The properties are primarily located in California (57.84%) and
Florida (6.08%).


HOLLINGER INC: Inspection Costs Top $11M as Access Problems Stir
----------------------------------------------------------------
Hollinger Inc.'s (TSX:HLG.C)(TSX:HLG.PR.B) Inspector, Ernst &
Young Inc., is continuing the inspection of the Company's related
party transactions pursuant to an Order of Mr. Justice Campbell of
the Ontario Superior Court of Justice.  The Inspector has provided
nine interim reports with respect to its inspection of Hollinger.
The Inspector is expected to provide a further report to the Court
by October 31, 2005.

Through August 19, 2005, the cost to Hollinger of the inspection
(including the costs associated with the Inspector and its
legal counsel and Hollinger's legal counsel) is in excess of
C$11.65 million.

Upon learning that certain documentation relevant to the
Inspection might be located at premises in British Columbia owned
by 2821354 Canada Inc., the Company's wholly owned subsidiary,
Hollinger took steps to secure the B.C. Premises on August 18,
2005.  Subsequently, certain persons gained access to the B.C.
Premises and certain items and documents were removed.  On August
19 and 22, counsel to Hollinger and others appeared before Mr.
Justice Campbell for an order relating to this incident and an
Order was issued by the Court on August 25, 2005 requiring, among
other things, the return of the removed items.

Hollinger and its staff continue to give their full and
unrestricted assistance to the Inspector in order that it may
carry out its duties, including access to all files and electronic
data.

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

                         *     *     *

                       Litigation Risks

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

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

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

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

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

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

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

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

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

                    Court-Ordered Inspection

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

                        Litigation Costs

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

                            Default

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


HOLLINGER INC: Has $65.9 Million of Cash on Hand at Aug. 19
-----------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) and its subsidiaries
(other than Hollinger International and its subsidiaries) had
approximately US$65.9 million of cash or cash equivalents on
hand, including restricted cash, as of the close of business on
August 19, 2005.

At that date, Hollinger owned, directly or indirectly, 782,923
shares of Class A Common Stock and 14,990,000 shares of Class B
Common Stock of Hollinger International.  Based on the August 19,
2005 closing price of the shares of Class A Common Stock of
Hollinger International on the New York Stock Exchange of US$10.20
the market value of Hollinger's direct and indirect holdings in
Hollinger International was US$160,883,815.  

All of Hollinger's direct and indirect interest in the shares of
Class A Common Stock of Hollinger International are being held in
escrow in support of future retractions of its Series II
Preference Shares.  All of Hollinger's direct and indirect
interest in the shares of Class B Common Stock of Hollinger
International are pledged as security in connection with the
Notes.

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited:

   (1) approximately C$8.5 million in trust with the law firm of
       Aird & Berlis LLP, as trustee, in support of Hollinger's
       indemnification obligations to six former independent
       directors and two current officers; and

   (2) approximately US$5.6 million in cash with the trustee under
       the Indenture governing the Senior Notes as collateral in
       support of the Senior Notes (which cash collateral is also
       collateral in support of the Second Secured Notes, subject
       to being applied to satisfy future interest payment
       obligations on the outstanding Senior Notes).

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

                         *     *     *

                       Litigation Risks

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

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

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

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

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

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

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

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

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

                    Court-Ordered Inspection

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

                        Litigation Costs

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

                            Default

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


HOLLINGER INC: Court OKs Rattee & Drinkwater Appointments to Board
------------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) obtained an Order from
the Ontario Superior Court of Justice approving the appointment of
David Drinkwater and David Rattee to the Hollinger Board of
Directors.  Messrs. Rattee and Drinkwater will join the recently
appointed board comprised of Randy Benson (the Chief Restructuring
Officer), Stanley Beck, Newton Glassman and Joseph Wright.

Also on August 25, 2005, Hollinger obtained an Order extending the
time for calling the Annual General Meeting of Hollinger
shareholders to December 30, 2005.

The current Board of Directors has obtained directors' and
officers' liability insurance in the total amount of US$50 million
for the period of July 26, 2005 to July 25, 2006.

Hollinger's new Board of Directors is in the process of
establishing an Audit Committee, which Committee will then
deliberate over best alternatives to provide additional financial
information regarding Hollinger to the public.

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

                         *     *     *

                       Litigation Risks

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

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

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

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

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

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

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

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

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

                    Court-Ordered Inspection

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

                        Litigation Costs

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

                            Default

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


HUNTSMAN INT'L: Moody's Assigns B1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Huntsman International LLC.  The B1 rating was related to the
recent merger of two of Huntsman Corporation's subsidiaries
(Huntsman, which also has a B1 corporate family rating).  

Huntsman recently completed an all-stock merger of two of its
wholly owned subsidiaries, Huntsman LLC and Huntsman International
LLC.  HLLC merged with and into HI, with HI being the surviving
entity.  HI now holds the combined assets and liabilities of HI
and HLLC.  HI is the direct obligor of all of HI and HLLC existing
debt securities and the recently executed and rated credit
facilities totaling $2.5 billion.

These rated credit facilities replaced the prior credit facilities
located at HI and HLLC.  Moody's also made a variety of ratings
adjustments as a result of the merger.  The outlook for Huntsman
and HI is positive.

Ratings Withdrawn:

  Huntsman International LLC:

     1) Guaranteed senior secured revolving credit facility,
        $375 million due 2008 -- Ba3*

     2) Guaranteed senior secured multi currency facility,
        $50 million due 2008 -- Ba3*

     3) Guaranteed senior secured term loan B, $1,136 million
        due 2010 -- Ba3

* These two facilities in combination total $375 million

  Huntsman LLC:

     1) Guaranteed senior secured revolving credit facility,
        $350 million due 2009 -- Ba3

     2) Guaranteed senior secured term loan B, $665 million
        due 2010 -- B1

     3) Corporate Family Rating -- B1

  Huntsman International Holdings LLC:

     1) Corporate Family Rating -- B1

Ratings Assigned:

  Huntsman International LLC:

     a) Corporate Family Rating -- B1

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the:

   * adhesives,
   * aerospace,
   * automotive,
   * construction products,
   * durable and non-durable consumer products,
   * electronics,
   * medical,
   * packaging,
   * paints and coatings,
   * power generation,
   * refining, and
   * synthetic fiber industries.

Huntsman had revenues for the year ended December 31, 2004 of
$11.5 billion.


HUSMANN-PEREZ: Judge Paskay Dismisses Bad Faith Chapter 22 Filing
-----------------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida dismissed the second chapter 11
case filed by Husmann-Perez Family Ltd. Partnership, on Friday,
Aug. 26, 2005.  

Judge Paskay says the purpose of the second chapter 11 case is
clear -- to frustrate MJ Squared LLC's pending state court
foreclosure action.  Judge Paskay says that the chapter 22 case
was filed in bad faith and in violation of the court's prior order
dismissing the first case with prejudice to refiling.  

Judge Paskay also ordered that:

    (1) the second chapter 11 case is dismissed with prejudice for
        two years and if there is an attempted new bankruptcy
        filing, the court will asses appropriate sanctions;

    (2) the automatic stay is annulled and MJ Squared may proceed
        with its pending state court foreclosure action pending in
        the Circuit Court in and for manatee County;

    (3) if the Debtor or any affiliate or assignee or creditor of
        the Debtor attempts to file another bankruptcy case
        affecting the Debtor or its assets, the filing shall be
        considered null and void and the filing shall not give
        rise to a bankruptcy automatic stay;

    (4) sanctions are awarded in favor of MJ Squared against the
        Debtor and Greg Richard, the individual that signed the
        second chapter 11 petition, in the amount of $1,000, to be
        paid within ten days on entry of the order; and

    (5) any motion for reconsideration or appeal of the dismissal
        shall not affect the annulment of stay of MJ Squared's
        foreclosure action.

                J.P. Igloo Chapter 22 Petition

On Aug. 26 2005, Judge Paskay also entered an order dismissing the
chapter 22 filing of J.P. Igloo, Inc.  Judge Paskay says that
petition was also filed in bad faith and was in violation of the
court's prior order.

Judge Paskay placed the same restrictions on J.P. Igloo as those
imposed on Husmann-Perez.

                J.P. Igloo Meeting Cancelled

Matt Griswold of the Bradenton Herald reported that J.P. Igloo
owner, Greg Richard, cancelled a meeting on Thursday, Aug. 25,
2005, with J.P. Igloo's two largest creditors.  Mr. Richard was
hoping to settle the issues out of court.  Representatives for MJ
Squared and Jimmy Perez did not attend the meeting, Mr. Griswold
reports.  

Sen. Mike Bennet, one of MJ Squared's owners, didn't want their
attorney to meet with J.P. Igloo officials until a legitimate
settlement offer was actually on the table, reports Mr. Griswold.

Headquartered in Ellenton, Florida, J.P. Igloo, Inc. 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 Company filed for chapter 11 protection on March 14,
2005 (Bankr. M.D. Fla. Case No. 05-04415).  Frederick T. Lowe,
Esq., at Florida Law Group, L.L.C., represented the Debtor in that
proceeding.

                   Foreclosure Hearing Today

Melissa Followell at The Herald reports that foreclosure hearing
scheduled for Monday in Bradenton, Fla., will go forward.  

Buddy Ford, Esq., the Debtors' new counsel, Ms. Followell reports,
says Igloo has a letter of intent from a lender, but declined to
identify the lender.  The property's been appraised at $11 million
and the lender's owed $5.5 million, Mr. Ford relates.

It's a story MJ Squared has heard before, MJ Squared attorney Adam
Mohammadbhoy, of Bradenton-based law firm Harllee & Bald, told Ms.
Followell.  "They told us they needed until July 28.  Now July 28
has turned into October whatever," Mr. Mohammadbhoy said.

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

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


INFOUSA INC: Looks for Other Options After Rejecting $390-Mil Bid
-----------------------------------------------------------------
infoUSA Inc. (Nasdaq: IUSA) is looking for other strategic
alternatives after the Board of Directors' Special Committee
rejected Vin Gupta & Company, LLC's offer to buy all of the
Company's shares for $390 million, or $11.75 per share, in cash.  

Vin Gupta & Company, LLC, is owned and controlled by Vin Gupta,
infoUSA's Chairman of the Board, Chief Executive Officer and
founder.  

Following the Special Committee's advise to Mr. Gupta of its
decision, Mr. Gupta withdrew its offer.  Mr. Gupta said he
wouldn't sell his shares of stock in the Company or vote his
shares in favor of any other change in control transaction.  

Mr. Gupta owns 37.5% of the Company.

The Company employed Lazard in July to review its options.  Fried,
Frank, Harris, Shriver & Jacobson LLP represents the Company's
special committee.

Robert Kirkpatrick, managing director with Cardinal Capital
Management LLC, a Greenwich, Conn., investment firm that owns
3.75% of infoUSA, said the offer undervalues the company.

The Company's shares traded as high as $11.91 in July.  Shares in
infoUSA hover around $10 today.

infoUSA Inc. -- http://www.infoUSA.com/-- founded in 1972, is the    
leading provider of business and consumer information products,  
database marketing services, data processing services and sales  
and marketing solutions.  Content is the essential ingredient in  
every marketing program, and infoUSA has the most comprehensive  
data in the industry, and is the only company to own a proprietary  
database of 250 million consumers and 14 million businesses under  
one roof.  The infoUSA database powers the directory services of  
the top Internet traffic-generating sites.  Nearly 3 million  
customers use infoUSA's products and services to find new  
customers, grow their sales, and for other direct marketing,  
telemarketing, customer analysis and credit reference purposes.  
infoUSA headquarters are located at 5711 S. 86th Circle, Omaha,
Nebr.  

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2005,
Standard & Poor's Ratings Services ratings on infoUSA Inc.,
including the 'BB' corporate credit and senior secured debt
ratings, remain on CreditWatch with negative implications where
they were placed on June 14, 2005, following an offer to take
infoUSA private by Vin Gupta & Co. LLC

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service affirmed all of InfoUSA Inc.'s credit
ratings and changed the outlook to negative following the
announcement that an entity controlled by the company's founder,
chairman and CEO, Vin Gupta, has made an offer to acquire all of
the publicly held common shares of InfoUSA in a debt financed
transaction.

Moody's affirmed these ratings:

   * $50 million senior secured revolving credit facility
     due 2007, rated Ba3

   * $105 million senior secured first lien term loan A due 2009,
     rated Ba3

   * $70 million senior secured term loan B due 2010, rated Ba3


INFOUSA INC: S&P Revises CreditWatch Implications to Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings for
infoUSA Inc. remain on CreditWatch where they were placed on June
14, 2005, but that the CreditWatch implications have been revised
to developing from negative.  This follows the announcement by the
company's board of directors it would not move forward on an offer
to take infoUSA private by Vin Gupta & Co. LLC -- an entity
controlled by the company's chairman and CEO and holder of about
38% of infoUSA's common shares.  The board also stated it would
continue to explore potential strategic alternatives, which could
include a sale of the company.
     
The Omaha, Nebraska-headquartered company is a provider of:

   * business and consumer information;
   * data processing; and
   * database marketing services.

infoUSA had about $215 million in lease-adjusted debt outstanding
as of June 2005.
     
The previous negative implications had reflected the likelihood of
a substantial increase in the company's debt levels, given that
the proposed transaction by Vin Gupta & Co. would have been debt
financed, resulting in incremental debt of about $400 million.  
The CreditWatch listing with developing implications reflects the
possibility ratings could be affected either positively or
negatively, depending on whether a transaction ultimately occurs.
An example of a transaction that might have a positive effect
would be an acquisition by a higher-rated entity.  An example of a
transaction that could have a negative impact might include a
decision to increase debt levels to pursue an acquisition or a
recapitalization.
     
In resolving its CreditWatch listing, Standard & Poor's will
continue to monitor developments associated with the company's
pursuit of strategic alternatives.  Standard & Poor's could decide
to resolve the CreditWatch listing at a later date if it appears a
transaction is not likely to occur.


INSEQ CORPORATION: June 30 Balance Sheet Upside-Down by $414,700
----------------------------------------------------------------
Inseq Corporation reported its financial results for the quarter
ending June 30, 2005, in a Form 10-Q delivered to the Securities
and Exchange Commission.

Total revenues were $313,744 for the quarter ended June 30, 2005,
and $315,074 for the six months ended June 30, 2005.  The majority
of revenues realized during quarter ended June 30, 2005, were due
to the operating activities of our recently acquired subsidiary,
Warnecke Design Services, Inc.  Revenues of $1,384 were recognized
from the Company's former online dating service.  The operations
of the online dating service were suspended effective April 1,
2005.

                        Cost of Revenues

Cost of revenues for the quarter ended June 30, 2005, was $258,262
which amount was primarily attributable to the operating
activities of our recently acquired subsidiary, WDS.  Cost of
revenues for the six months ended June 30, 2005, were $258,492,
and included certain costs associated with the Company's former
online dating service.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter ended
June 30, 2005, were $761,656, of which $18,331 was attributable to
general and administrative expenses associated with the operating
activities of WDS.  $743,325 of this amount was attributable to
the development and management of the Company's emerging business
plan, $532,570 of which are not expected by Management to be
recurring expenses.

Selling, general and administrative expenses for the six months
ended June 30, 2005, were $1,161,476, of which $18,331 was
attributable to general and administrative expenses associated
with the operating activities of WDS.  $1,143,145 of this amount
was attributable to the development and management of the
Company's emerging business plan, a significant portion of which
are not expected by Management to be recurring expenses.

              Interest Expense and Financing Costs

Interest expenses for the quarter ended June 30, 2005 was $25,004,
$4,693 of which was attributable to the operations of WDS incurred
during its first month of operations in June 2005.  The remaining
$20,311 was attributable to our existing financing agreements with
Cornell and Highgate.

The Company incurred $33,000 in financing costs during the six
months ended June 30, 2005.  These expenses represented the costs
incurred in connection with the Highgate Debenture.  During the
six months ended June 30, 2005, the Company paid fees and issued
equity securities to compensate the parties to the transactions,
and the amount of those fees and the fair value of the securities
issued were accounted for as "financing costs."

                            Net Loss

The Company's total net loss for the three and six months ended
June 30, 2005, was $767,870 and $1,346,773, respectively.  The net
loss incurred during both periods was due to the expenses and
other factors.

                 Liquidity and Capital Resources

INSEQ currently owns one significant operating asset - its newly
acquired specialty metal manufacturing group, Warnecke Design
Service, Inc., which was acquired on May 27, 2005. These entities
produced $1,312,360 in revenue during quarter ended June 30, 2005.

The Company's former dating service, whose operations were
suspended effective April 1, 2005, pending the Company's search
for a strategic partner or purchaser of these assets, produced
$1,330 in revenue during the six months ended June 30, 2005.

The Company had $3,613,888 in liabilities at the end of the
quarter ended June 30, 2005, primarily consisting of a $775,635
convertible debenture owed to Highgate, and $421,321 remaining due
on a convertible debenture owed to Cornell.  The Highgate
debenture was restructured in June 2005 and is payable on
June 1, 2008 with interest at 10% per annum.  The 2004 Cornell
Debenture is payable on February 13, 2007 with interest at 5% per
annum.  INSEQ expects most, if not all, of the debentures to be
satisfied by the holders converting the debts into the Company's
common stock that they will then resell to the public.  At the
market price of $0.0011 on June 30, 2005, satisfaction of both
debentures would require the issuance of over 1,088,141,818 shares
of common stock.  Accordingly, unless the market price of our
common stock increases, the Company will be required to issue over
29% of our equity to satisfy the debentures or will be required to
find other investment sources to satisfy the debts.

The Company had $944,370 in accounts payable and accrued expenses
at June 30, 2005.  INSEQ intends to satisfy these amounts
predominantly out of cash flows from its operations.

The Company borrowed $80,285 from various officers, and the
Company borrowed $20,700 from GreenShift Corporation, a major
shareholder in the Company during June of 2005.  These amounts are
payable upon demand.

At the present time the Company does not have commitments from
anyone to provide funds for the operations of INSEQ.  Management
continues to seek funding and any additional funding that is
obtained is likely to involve the issuance of large amounts of
stock, and will further dilute the interests of the existing
shareholders.

                       Going Concern Doubt

The Company's external auditors -- Rosenberg,Rich, Baker,Berman &
Company -- raised going concern doubts after reviewing the
company's 2004 financial statements.  

The Company incurred a loss of $1,346,773 for the six months ended
June 30, 2005.  As of June 30, 2005, the Company had $105,066 in
cash, and current liabilities exceeded current assets by
$455,606.  

A full-text copy of Inseq Corporation's Quarterly Report is
available for free at http://ResearchArchives.com/t/s?116

Inseq Corporation, through its wholly owned subsidiary, Warnecke
Design Service, Inc., designs, builds, and installs manufacturing
equipment used in industry. Project sites are located throughout
the United States, but are concentrated in the states of Kansas
and Ohio.

As of June 30, 2005, Inseq's total liabilities exceed its total
assets by $414,700.


INTERACTIVE MOTORSPORTS: Equity Deficit Tops $2 Mil. at June 30
---------------------------------------------------------------
Interactive Motorsports and Entertainment Corp. reported its
financial results for the quarter ending June 30, 2005, in a Form
10-Q delivered to the Securities and Exchange Commission.

During the six months ended June 30, 2005, the Company had total
revenues of $2,805,132 compared to $3,093,172 for the six months
ended June 30, 2004.  Sales performance resulted in a net loss of
approximately $428,000 for the 6-month period, an improvement of
almost $660,000 over the loss incurred during the same period in
2004.

                             Revenue

Performance for the three months ending June 30, 2005, resulted in
a loss of $389,220 on revenue of approximately $1.13 million, as
compared to the loss of $567,512 on sales of approximately
$1,484,000 for the three-month period ending June 30, 2004.  The
decrease in revenue, for both the quarter and the six month period
ending June 30, 2005, was expected, and is due primarily to the
Company's migration from a business model focusing on Company
owned stores, to one that focuses on revenue sharing Company owned
simulators with store operators, and selling Company owned
simulators to investors or to store operators.  As of June 30,
2004, only three of the stores the Company used to own and operate
had been converted to Checker Flag Lightning, Inc., revenue share
locations, whereas by June 30, 2005, all the stores slated for
conversion have either been converted to Checker Flag Lightning,
Inc., revenue share locations or have been relocated or closed
under arrangements with the respective landlords that management
believes are favorable to the Company. This has resulted in the
Company recognizing just a portion of the revenue generated by the
location as revenue share income, with little related expense,
rather than recognizing all the revenue generated at a location,
but also recognizing the payroll, rent and operating expenses
associated with the location.  The resultant reduction in revenue
from store sites for the six-month period ending June 30, 2005,
was partially offset by the $464,695 increase in sales of
simulator systems to Race Car Simulation Corp., I-Vision
Technology, and to Ft. Gordon, Ga.

During the six months ended June 30, 2005, the Company had total
revenues of $2,805,132 compared to $3,093,172 for the six months
ended June 30, 2004, a 9.3% decrease.  Revenue from company store
sales decreased by 55.25% as the company executed its revised
business plan focusing on revenue share locations versus company
owned locations.  On a per store basis, the Company generated an
average of $320,191 per store on the eight to nine company store
locations in the first six months of 2004, compared with $484,411
per store on the two to three store locations operating in the
comparable period in 2005.  Offsetting the decline in total
company store sales in the first six months ending June 30, 2005,
was a 25.82% increase in revenue share sales, and a $1,225,801
swing in sales of simulators as compared to the first six months
ending June 30, 2004.  The Company recorded all or a portion of
four sales transactions for fourteen simulators, and added a five
simulator revenue share location in Mentor, Ohio, a five simulator
revenue share location in Burlington, Vermont, and leased a 2
simulator trailer during the six months ending June 30, 2005.

The Company again posted significantly improved year over year
financial results during the three months ending June 30, 2005.
Although revenues decreased by $354,128 for the three months
ending June 30, 2005, as compared to the three months ending June
30, 2004, cost of goods sold for the comparable periods increased
by $153,848.  This was the result of the change in the mix of the
Company's revenue sources.  Revenue from company stores and
revenue share locations have a higher gross margin that revenue
derived from simulator sales.

Since over 41% of the Company's revenues came from the sale of
simulator systems in the three months ending June 30, 2005 as
compared to zero sales from this revenue stream in the same period
in 2004, gross profit for the three months ending June 30, 2005
fell by 36.32% as compared to the same period in 2004.

                       Operating Expenses

Offsetting the decrease in gross profit was the decline in year
over year operating expenses by 32.71%, resulting in a $101,590
operating profit improvement for the quarter ending June 30, 2005,
over the quarter ending June 30, 2004.  The decline in operating
expenses is a direct result of the implementation of the company's
revised business model, and is largely due to the closure,
relocation, or conversion to a revenue share site of seven former
company store locations.  Payroll expenses declined 40.9% and
occupancy expenses declined 45.3% when comparing the second
quarter 2005 to the second quarter 2004.  Interest expense for the
three months ending June 30, 2005, was $25,646 as compared to
$102,348 for the comparable quarter in 2004.  The net loss for the
quarter ending June 30, 2005 of ($389,220) was $178,292 less than
the ($567,512) loss for the same quarter one year ago.

For the six months ending June 30, 2005, sales declined 9.3% as
compared to the six months ending June 30, 2004.  Again, operating
expenses declined at an even faster rate, resulting in a 66.1%, or
$616,592, decrease in the operating loss for the six months ending
June 30, 2005 as compared to the same period in 2004.

Payroll expenses declined 40.7% or $708,744, and occupancy expense
declined 47.6%, or $558,501, when comparing the first six months
of 2005 to the first six months of 2004.  As a result of the note
payoffs the Company made early in the first quarter, 2005,
interest expense decreased from $155,321 for the six months ending
June 30, 2004 to $111,969 for the same period in 2005.  

                            Net Loss

The net loss for the first two quarters of 2005 of ($427,946) was
60.7% lower than the ($1,087,889) loss for the same six month
period one year ago.

Since inception on May 31, 2001 and through June 30, 2005, the
Company has accumulated aggregate losses totaling ($6,853,732).

                            Cash Flow

The Company's cash flow from operations deteriorated during the
six-month period ending June 30, 2005, as compared to the
comparable period in 2004.  Cash generated from operations for the
six months ending June 30, 2005, declined by $410,821 to
($781,017) as compared to the ($370,196) during the same six month
period in 2004.  The cash requirements from the increases in
accounts receivable ($204,775) and inventory ($97,346) were
partially offset by the increase in accounts payable ($131,802).   
Additionally, deposits on simulator sales decreased by $383,249
due to the full or partial recording of four simulator sales
transactions in the first half of the year.  Cash flow from all
sources (operations, investing activities and financing
activities) was insufficient to fund the company during the six
months ending June 30, 2005, and resulted in a $985,589 reduction
in the Company's cash position.  This compares with $44 in cash
used by all sources for the period ending June 30, 2004.

The Company has funded its retained losses through the initial
investment of $650,000 in May 2001, $400,000 of capital
contributed in February 2002, approximately $2.6 million received
in August 2002 from the sale of Preferred Stock, $700,000 borrowed
in March 2003, $604,000 in net proceeds borrowed between February
2004 and June 2004, $290,000 in net proceeds borrowed in June
2005, $1.929 million received in the form of deposits for the
placement of race car simulators in revenue share locations, or
for the future purchase by third parties of race car simulators,
and $1,089,654 by delaying payments to its vendors.

                 Liquidity and Capital Resources

The primary source of funds available to the Company are receipts
from customers for simulator and merchandise sales in its two
owned and operated racing centers, percentage of gross revenues
from simulator races and minimum guarantees from revenue share and
lease sites, the sale of simulators, proceeds from equity
offerings including the $2,610,050 received in August 2002,
proceeds from debt offerings including the $700,000 in Secured
Bridge Notes and warrants issued in March 2003, the $604,000 in
net proceeds from Notes and options issued between February and
June, 2004, the additional loan of $300,000 from one of the
existing Bridge Loan note holders, loans from shareholders, credit
extended by vendors, and possible future financings.

The net proceeds of $1,874,708 from the three sales transactions
for the sale of 44 simulators to Race Car Simulation Corp. have
been depleted.  The Company believes that it has generated a
significant interest in its simulators, and that some combination
of revenue share agreements, lease agreements and simulator sales
agreements will be sufficient to fund the daily operations of the
business, although there can be no assurances.  Additionally, the
Company continues to seek manufacturing financing required to
fully implement the desired level of growth management believes
its revised business model is capable of generating.  The
Company's ability to raise the desired financing will depend on
many factors, but the Company intends to leverage the market value
of its assets as collateral.  Management believes the culmination
of the recent negotiations with Checker Flag Lightning into an
agreement allowing for cash flow to again be generated from the
Checker Flag sites, combined with some combination of simulator
sales and the increased revenues that come from additional third
party revenue share and lease agreements will allow the Company to
maintain and increase positive EBITDA and regain profitability,
although there can be no assurances.

The Company's current debt financing includes the extension of
$350,000, plus the addition of $300,000 of the Secured Bridge
Notes and Warrants initiated in March of 2003 until December 31,
2005, and an extension of a Note and Option Agreement of $146,000
until December 31, 2005.

As of June 30, 2005, the Company had cash and cash equivalents
totaling $349,084 compared to $1,334,673 at December 31, 2004.
Current assets totaled $1,347,442 at June 30, 2005, compared to
$2,058,820 on December 31, 2004.  Current liabilities totaled
$4,176,678 on June 30, 2005, compared with $4,618,647 on December
31, 2004.  As such, these amounts represent an overall decrease in
working capital of $269,409 for the six months ending June 30,
2005.

A full-text copy of Interactive Motorsports' Quarterly Report is
available for free at http://ResearchArchives.com/t/s?118

Interactive Motorsports and Entertainment Corp., an Indiana
corporation, through its wholly owned subsidiary, Perfect Line,
Inc., is a world leader in race simulation that owns and operates
racing centers, leases or revenue shares with third party
operators and sells race car simulators.  NASCAR Silicon Motor
Speedway customers experience driving in a NASCAR race car that
simulates the motion, sights and sounds of an actual NASCAR event.
Located in high profile, high traffic locations, the Company's
racing centers range from 2 to 12 race car simulators per location
and many sites offer what the Company believes to be the best
selling NASCAR driver merchandise available to the market.

As of June 30, 2005, Interactive Motorsports' equity deficit
widened to $2,004,875, from a $1,741,431 deficit at Dec. 31, 2004.


KAISER ALUMINUM: Files First Amended Plan & Disclosure Statement
----------------------------------------------------------------
Kaiser Aluminum Corporation, together with Kaiser Aluminum &
Chemical Corporation and 19 of their subsidiaries, filed an
amended Joint Plan of Reorganization and an accompanying
Disclosure Statement explaining the Amended Plan in the U.S.
Bankruptcy Court for the District of Delaware on Aug. 24, 2005.

                $430,000,000 Reorganization Value

Lazard Freres & Co. LLC, the Debtors' financial advisors and
investment bankers, estimates the Reorganized Debtor's
reorganization values to be between $395,000,000 and $470,000,000,
with a midpoint of $430,000,000.

Reorganization Value consists of the theoretical enterprise value
of the Reorganized Debtors, plus excess cash and other non-
operating cash flows and assets.

Lazard has estimated the Reorganization Value as of September 30,
2005, under the assumption that the Reorganization Value will not
change materially through the assumed Effective Date of
December 31, 2005.

Lazard further estimates the imputed reorganization equity value
of the Reorganized Debtors to range from $340,000,000 to
$415,000,000, with a midpoint of approximately $380,000,000.

The imputed reorganization equity value of the Reorganized Debtors
takes into account estimated debt balances and other obligations
as of the assumed Effective Date.

Based on the imputed range of Equity Values and the issuance of
20,000,000 shares of New Common Stock pursuant to the Plan on the
Effective Date, the Equity Value per share of New Common Stock is
estimated to be between $17.00 and $20.75, with a midpoint of
$19.00.

                     Sources and Uses of Cash

The Debtors disclose the principal sources and uses of Cash
expected to be available to the Reorganized Debtors on the  
Effective Date:

   Sources of Cash
      Cash on hand as of the Effective Date         $29,000,000
      Cash borrowed under the term loan component
         of the Exit Financing Facility              50,000,000
      Receipts from KAAC and AJI/KJC pursuant to
         Intercompany Settlement Agreement           26,000,000
                                                  -------------
      Total Sources                                $105,000,000

   Uses of Cash
      Cash distributions on account of:
         Priority Tax Claims                         $3,000,000
         Convenience Class (Class 2)                  1,000,000
         Secured Claims (Class 3)                     5,000,000
         Canadian Debtor PBGC Claims (Class 4)        3,000,000

      Cash to pay Admin Claims, Exit Financing
         costs and other reorganization expenses     56,000,000

      Minimum Cash used by business operations        5,000,000

      Excess Cash                                    32,000,000
                                                  -------------
      Total Uses                                   $105,000,000
                                                  =============

                Distributions of New Common Stock

The 20,000,000 shares of New Common Stock will be issued on the
Effective Date to or for the benefit of the Union VEBA Trust, the
Retired Salaried Employee VEBA Trust and holders of Allowed
Claims in Classes 4 and 9:

   Name of Beneficial Owner     Number of Shares   Percent
   ------------------------     ----------------   -------
   Union VEBA Trust                11,439,900       57.2%
   PBGC                             3,243,442       16.2%
   Retired Salaried
      Employee VEBA Trust           1,940,100        9.7%
   Asbestos PI Trust                1,199,171        6.0%

The Asbestos PI Trust and the Silica PI Trust will together
receive an aggregate of 1,275,714 shares on account of their 75%
of the $1,106,000,000 prepetition claim filed by Kaiser Finance
Corporation.  The Asbestos PI Trust will receive 1,199,171 shares
and the Silica PI Trust will get 76,543 shares.

The Pension Benefit Guaranty Corporation will receive 16.2% of the
New Common Stock on account of its Class 9 Claim, its Class 4
Claims, and its general unsecured claim against KFC.

As holder of the Canadian Debtor PBGC Claims in Class 4, the
PBGC will receive 2,160,000 shares of New Common Stock and $2.5
million in cash, an estimated recovery of 7.1%.

The PBGC is expected to receive:

   (1) 947,366 shares of New Common Stock for its Class 9 Allowed
       General Unsecured Claim; and

   (2) 136,067 shares of New Common Stock pursuant to the Alumina
       Subsidiary Plan for KAAC and KFC, as its proportionate
       share of the New Common Stock to be distributed on account
       of KFC's 25% of the KFC Claim, which is an allowed General
       Unsecured Claim in Class 9.

                     Personal Injury Claims

With respect to the Asbestos Personal Injury Claims, the CTPV PI
Claims, the NIHL PI Claims, and the Silica PI Claims, the
Remaining Debtors explain that a workman's compensation or
occupational disability claim brought directly by a past or
present employee of a debtor will not constitute any of the PI
Claims, provided, however, that claims by the employees under
Louisiana law that include:

   (1) exposure allegations in the Debtors' facilities in
       Louisiana -- some of which occurred before July 16, 1976;
       and

   (2) liability allegations against so-called "executive
       officers" in those Louisiana locations to whom
       responsibility for plant safety issued allegedly had been
       delegated,

will not be deemed to be brought under an applicable workman's
compensation or occupational disability statute.

The CTPV PI Trustee will be the Future Silica and CTPV Claimants'
Representative or the individual who subsequently may be appointed
to serve as the trustee of the CTPV PI Trust pursuant to the CTPV
Trust Agreement between Reorganized KACC and the CTPV PI Trustees.  
The individuals serving from time to time as the Asbestos PI
Trustees and the Silica PI Trustee will serve as the Future
Asbestos Claimants' Representative.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the Remaining Debtors
propose Channeling Injunctions for the PI Claims that will be
established by a Court's order in accordance with Section 105(a)
of the Bankruptcy Code.  The Channeling Injunctions permanently
and forever stays, restrains and enjoins any entity from taking
any of these actions for the purpose of collecting payment of any
PI Claims, all of which will be channeled to a PI Trust:

   (a) commencing any suit in any forum against or affecting any
       protected party or property or interests;

   (b) enforcing, levying, or otherwise recovering any judgment
       or award against any Protected Party;

   (c) creating, perfecting, or otherwise enforcing any
       encumbrance against any Protected Party;

   (d) setting off, seeking reimbursement of, contribution from
       any amount against any liability owed to any Protected
       Party; and

   (e) proceeding in any manner with regard to any matter that is
       subject to resolution pursuant to the NIHL PI Trust.

The Protected Parties are:

   -- the Debtors;

   -- the Reorganized Debtors;

   -- any entity that becomes a direct or indirect transferee of
      the Debtors' assets to the extent that liability is
      asserted to exist as a result of its becoming s transferee
      or successor;

   -- any entity that makes a loan to any of the Debtors, but
      only to the extent that liability is asserted to exist
      because that entity becomes a lender or that any pledge of
      assets made in connection with that loan is sought to be
      upset or impaired;

   -- each entity to the extent that it is alleged to be directly
      or indirectly liable for the conduct of claims against or
      demands on any debtors;

   -- other Kaiser companies; or

   -- each Settling Insurance Company as to Channeled PI Claims.

                        Convenience Claims

A holder of an Allowed Claim in Subclass 2A -- Senior Note and 7-
3/4% SWD Revenue Bond Convenience Claims -- will be entitled to
receive Cash equal to 5.8% of the allowed amount of the Claim.  A
holder of an Allowed Claim in Subclass 2B -- Other Convenience
Class Claims -- will be entitled to receive Cash equal to 2.9% of
the allowed amount of the Claim.

Holders of 6-1/2% RPC Revenue Bond Claims and any holders of
Senior Subordinated Note Claims are not entitled to a treatment in
Class 2.

Mr. DeFranceschi informs Judge Fitzgerald that the Remaining
Debtors replaced JPMorgan Trust Company and assigned the Bank of
New York, N.A., as successor indenture trustee under the 6-1/2%
RPC Revenue Bond Indenture.

                   The KAC Old Stock Interests

The Remaining Debtors declare that on the Plan's Effective Date,
the KAC Old Stock will be cancelled, all equity security holders'
rights will be terminated, and, as a consequence, the KAC Old
Stock will be rendered "worthless" within the meaning of Section
165(g)(1) of the Internal revenue Code.

MAXXAM Inc., and MAXXAM Group Holdings, Inc., will only be
entitled to claim a loss for their tax year in which the
Effective Date occurs, and will be barred from asserting that loss
for any tax year before the beginning of that tax year.  In
addition, MAXXAM will be barred from taking any other action that
would impair or jeopardize in any way the ability of any
Reorganized Debtor or successor to utilize any tax attributes that
exist as of the Effective Date.

Mr. DeFranceschi notes that the new KAC Old Stock provision will
supersede in its entirety the stipulation regarding the Debtors'
motion to prohibit the KAC Stock's disposition without prior
bankruptcy court approval, entered July 23, 2002.  He says that on
the Effective Date, the Stipulation will be deemed vacated and of
no further force or effect.

           Assumption of Obligations by the PI Trusts

Each Reorganized Debtors and other Kaiser company will be entitled
to indemnification from the Asbestos PI Trust, Silica PI Trust,
CTPV PI Trust and NIHL PI Trust or any fees and expenses,
settlements, or liabilities arising from any entity in connection
with any action related to any of the PI Claims.

At the Funding Vehicle Trust's request, the PI Trusts will provide
any authorization or assignment of rights that the Vehicle Trust
may consider necessary to pursue recovery under any included PI
Trust Insurance Policy.  The PI Trusts may also cooperate with the
Funding Vehicle Trust and use commercially reasonable efforts to
take all other actions to effect those recoveries.

           Special Provisions for Public Claimholders

No later than the Effective Date, each Indenture Trustee will
deliver to the Reorganized KAC a copy of the registry book listing
the record holders of the applicable public notes as of the
distribution record date.  Reorganized KAC will request from each
clearing agency the number of beneficial holders  and the
aggregate principal amount of applicable Public Note Claims, held
by each beneficial holder, qualified for treatment in Class 2
Claims.

Furthermore, Mr. DeFranceschi notes that the Debtors and each
third party disbursing agent will be entitled to rely conclusively
on information received by Reorganized KAC as contemplated by the
Plan.  Distributions will be made to those applicable Indenture
Trustee as promptly as practicable 30 days following the Effective
Date.  Prior to that date, those calculations will assume that all
Public Note Claims will be treated as Class 9 Claims.  Each
Indenture Trustee will be entitled to compensation and
reimbursement in its capacity as Third Party Disbursing Agent.

                           NLRB Claims

Mr. DeFranceschi continues that the distributions pursuant to the
Plan on account of any Claim in Class 9 held by the National
Labor Relations Board will be distributed in accordance with the
special provisions and other procedures as may be agreed by the
NLRB, the United Steelworkers, and the Debtors.

          Claims Discharge and Termination of Interests

The Remaining Debtors ascertain that the Confirmation Order will
be a judicial determination of a discharge of all claims and other
liabilities against the Debtors and a termination of all interests
and other rights of equity security holders.  This will not limit
any rights that the United States of America or the individual
states may have under environmental laws to seek to enforce
equitable remedies against the Debtors.

However, the Debtors, the Reorganized Debtors or the successors
may raise any and all available defenses in action by the U.S.  
Under the Plan, all rights and defenses with regard to the
"Reserved Sites" for which the Debtors and the U.S. have not
reached settlement as of the Confirmation date will be preserved.

A black-lined copy of the Remaining Debtors' First Amended Joint
Plan of Reorganization is available for free at:

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

A black-lined copy of the Remaining Debtors' First Amended
Disclosure Statement is available for free at:

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

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


KMART CORP: Stay Partially Lifted to Allow Donna Norton Action
--------------------------------------------------------------
As reported in the Troubled Company Reporter on July 14, 2005,
Donna Norton asked the U.S. Bankruptcy Court for the Northern
District of Illinois to lift the automatic stay and injunction so
she can liquidate and prove her damages against Kmart Corporation
in the Fourth Judicial District Court of Utah County, in Utah.

Ms. Norton asserts an unsecured, disputed, unliquidated claim
against Kmart Corporation.

                         Parties Stipulate

At the behest of Kmart Corporation and Donna Norton, the Court:

    -- declares that Ms. Norton will be deemed to have made a
       timely response to the Debtors' 21st Omnibus Objection;

    -- holds that the dollar amount of Ms. Norton's claim will be
       determined as agreed by the Parties or by final order in
       the litigation related to the Claim; and

    -- partially lifts the automatic stay and the Plan Injunction
       to permit the litigation to proceed and continue to final
       judgment or settlement.

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 Approves Critical Vendor Settlement
-----------------------------------------------------
As previously reported in the Troubled Company Reporter on   
August 3, 2005, pursuant to the U.S. Bankruptcy Court for the
Northern District of Illinois' directive at a status conference on
June 27, 2005, Kmart Corporation devised an alternative procedure
for resolving critical vendor claims.  Kmart proposes that the
procedure be made mandatory for claims less than $250,000, and
optional for claims greater than that amount.

Kmart Corporation sought the U.S. Bankruptcy Court for the
Northern District of Illinois's authority to implement these
resolution procedures:

   (i) Each defendant will be notified by August 10, 2005,
       inviting them to request a settlement offer from Kmart;

  (ii) Within 14 days from receiving a request for a settlement
       offer, Kmart will respond in writing.  Kmart may place
       time limits on the acceptance of any settlement offer;

(iii) At an omnibus hearing on September 20, 2005, Kmart will
       report to the Court those cases for less than $250,000
       that have not been settled pursuant to the Procedure; and

  (iv) At the Omnibus Hearing, Kmart will ask the Court to set a
       whole day for settlement conferences before another judge.  
       The conference will tackle 15 to 20 cases on the same day,
       in the light of the similarity of issues and terms for
       settlement of most cases.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that most claims
for more than $250,000 have been, or about to be, resolved.

*    *    *

At the Debtors' behest, Judge Sonderby approves the motion.

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)


LAND O'LAKES: S&P Raises Corporate Credit Rating to B+ from B
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on agricultural cooperative, Land O'Lakes Inc., to 'B+'
from 'B' and removed the ratings from CreditWatch where they were
placed on Aug. 17, 2005, with positive implications.
     
At the same time, Standard & Poor's raised its rating on Land
O'Lakes' $200 million senior secured credit facility to 'BB+' from
'B+' and its recovery rating to '1+' from '1', indicating Standard
& Poor's highest expectation for full recovery in the event of a
payment default.  Standard & Poor's also raised its rating on Land
O'Lakes' $175 million 9% senior secured (second lien) notes due
2010 to 'BB-' from 'B' and its recovery rating to '1' from '3',
indicating Standard & Poor's high expectation for full recovery in
the event of a payment default.  The outlook is positive.  

At June 30, 2005, Arden Hills, Minnesota-based Land O'Lakes had
total debt (adjusted for operating leases and accounts receivable
securitization) of about $1.1 billion.
     
The bank loan and recovery ratings revisions were based on the
full repayment of all term loans, no further amortization
payments, as well as the application of Standard & Poor's current
interest-rate assumptions.
      
"The upgrade not only reflects the progress the company has made
in repaying some of its sizable debt burden but also the
improvement and stabilization in credit protection measures," said
Standard & Poor's credit analyst Jayne Ross.

With the repayment of the senior secured bank facility's term loan
B in the first quarter of fiscal 2005, the repayment of the CPI
synthetic lease on July 1, 2005, and the expected application of
the $315 million in proceeds from the CF Industries' IPO for
further permanent debt reduction, Standard & Poor's believes that
Land O'Lakes will have the ability to better weather the
seasonality and volatility in its agricultural-based operating
segments.


LB-UBS COMMERCIAL: Fitch Puts Low-B Rating on Three Cert. Classes
-----------------------------------------------------------------
LB-UBS Commercial Mortgage Trust 2005-C5, commercial mortgage
pass-through certificates are rated by Fitch Ratings:

     -- $78,000,000 class A-1 'AAA';
     -- $347,000,000 class A-2 'AAA';
     -- $158,000,000 class A-3 'AAA';
     -- $76,000,000 class A-AB 'AAA';
     -- $809,525,000 class A-4 'AAA';
     -- $172,322,000 class A-1A 'AAA';
     -- $234,407,000 class A-M 'AAA';
     -- $187,526,000 class A-J 'AAA';
     -- $20,510,000 class B 'AA+';
     -- $32,231,000 class C 'AA';
     -- $29,301,000 class D 'AA-';
     -- $23,441,000 class E 'A+';
     -- $29,301,000 class F 'A';
     -- $2,206,083,000 class X-CP* 'AAA';
     -- $2,344,068,538 class X-CL* 'AAA';
     -- $26,371,000 class G 'A-';
     -- $23,440,000 class H 'BBB+';
     -- $14,651,000 class J 'BBB';
     -- $20,510,000 class K 'BBB-';
     -- $8,790,000 class L 'BB+';
     -- $5,861,000 class M 'BB';
     -- $8,790,000 class N 'BB-';
     -- $2,930,000 class P not rated (NR);
     -- $5,860,000 class Q NR;
     -- $5,860,000 class S NR;
     -- $23,441,538 class T NR.

     * Notional amount and interest only.

Classes A-1, A-2, A-3, A-4, A-AB, A-1A, A-M, A-J, X-CP, B, C, D,
E, and F are offered publicly, while classes X-CL, G, H, J, K, L,
M, N, P, Q, S, and T are privately placed pursuant to Rule 144A of
the Securities Act of 1933.  Classes P, Q, S, and T are not rated
by Fitch. The certificates represent beneficial ownership interest
in the trust, primary assets of which are 115 fixed-rate loans
having an aggregate principal balance of approximately
$2,344,068,538, as of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report 'LB-UBS Commercial Mortgage Trust 2005-C5' dated Aug. 10,
2005, available on the Fitch Ratings web site at
http://www.fitchratings.com/


LIN TV: S&P Lowers Long-Term Corporate Credit Rating to B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on LIN TV
Corp., including lowering its long-term corporate credit rating to
'B+' from 'BB-'.  The outlook is stable.  The Providence, Rhode
Island-based TV operator had total debt outstanding of
approximately $718 million at June 30, 2005.
     
The rating action reflects the increase in LIN's debt to EBITDA
ratio by more than one turn, to around 6.6x at June 30, 2005,
resulting from the debt-financed purchase of five TV stations for
$260 million.
     
"Pro forma leverage is more appropriate for the 'B+' rating level,
particularly in light of the company's potential share repurchases
given a recent authorization, which could limit the cash flow
available to repay debt in the near term," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.
     
The rating on LIN reflects financial risk from:

   * debt-financed expansion,
   * ongoing acquisitions, and
   * advertising cyclicality.

These factors are only partially offset by:

   * LIN's competitive positions in midsize TV markets;
   * broadcasting's good margin and free cash flow potential; and
   * resilient station asset values.
     
LIN's portfolio comprises TV stations affiliated with the three
major broadcast networks, offering diversification against the
risks of individual network underperformance and local economic
cycles.  LIN operates a number of duopolies that provide cost
savings, revenue benefits, and a significant portion of broadcast
cash flow.
     
Revenue comparisons in 2005, a nonelection year, will be difficult
because of the absence of sizable political ad dollars that
provide a lift in even-numbered years.  Auto advertising, which
has been regionally spotty, will be a key driver of operating
performance in 2005.


MARIA PARHAM: Poor Performance Prompts Fitch to Downgrade Rating
----------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' the
approximately $50.8 million North Carolina Medical Care Commission
Hospital revenue bonds series 2003.  The Rating Outlook is
Negative.

The rating downgrade is based on Maria Parham Healthcare
Association, Inc.'s  weakened financial profile, poor operating
performance, declining patient volume, and weak service area
characteristics.  Maria Parham's financial profile has weakened
considerably as compared to the feasibility projections included
in the 2003 financing.  Through the nine months ending June 30,
2005, Maria Parham had 56.7 days cash on hand and cash to debt of
17.5%, which have declined from 72.5 days and 21.7%, respectively,
at fiscal year-end 2004.  Maria Parham's debt service coverage
covenant of 1.2 times (x) will become effective in fiscal 2006.  
Maximum annual debt service coverage by earnings before interest,
taxes, depreciation and amortization will need to show
improvement, as it was 0.8x for fiscal 2004 and dropped to 0.6x
through the interim period.

Maria Parham has not generated a positive operating margin since
fiscal 2003.  Through the nine-month period, the borrower reported
a negative operating margin of 2.8% (loss of approximately $1.5
million from operations) versus a negative margin of 1% (loss of
$710,000 from operations) for fiscal 2004.  The loss in fiscal
2004 was mainly attributed to a writedown of accounts receivable
(approximately $3 million) and a recognition of increased bad debt
expense, which is expected to level off going forward.  This loss
was exacerbated by a decrease in patient volume for both 2004 and
the interim period, resulting in lower than expected patient
revenues.  Inpatient volume is down by nearly 8% when compared to
the previous year.

Management has embarked on a number of expense control initiatives
but was unable to quantify for Fitch any savings as they are all
in the early planning stage.  Unemployment rates in Maria Parham's
primary service area, which consists of Vance and Warren counties,
continue to remain high at 10% and 7.6%, respectively, when
compared to the state average of 5.5% for 2004, and the local
population is not growing as strongly as projected.

Credit strengths for Maria Parham include the strong market share
in its primary service area and the ongoing construction project
on its main campus.  Maria Parham continues to have an over 60%
market share within Vance County, which accounts for the majority
of its primary service area.  This has remained relatively
unchanged as long as Fitch has followed the credit.  

In May 2005, Maria Parham opened its new patient tower on time and
on budget, which Fitch views favorably.  Other construction
projects include renovation of inpatient areas and the opening of
a renovated laboratory space for the hospital.  These projects are
all expected to be complete by May 2006, at which time Maria
Parham will have a total of 73 private and 29 semi-private rooms.  
These new facilities should help Maria Parham maintain its strong
market share by attracting patients as well as medical
professionals.  Moreover, capital investment needs for the
hospital should be minimal over the near term due to the
substantial investment in plant.

The Negative Outlook is based on Fitch's expectation that Maria
Parham will continue to experience further operating pressures
within its service area and will end fiscal 2005 with a
significant loss from operations.  If Maria Parham is unable to
stabilize or improve patient volumes, thereby improving overall
operations and liquidity, further negative action may be
warranted.

Maria Parham Healthcare Association serves as the parent
corporation and controls operations at the only other member of
the obligated group, Maria Parham Medical Center.  Maria Parham
Medical Center is a 102-licensed bed acute care hospital located
in Henderson, NC, approximately 45 miles north of Raleigh.  Total
annual revenue for the consolidated organization equaled
approximately $72.3 million in fiscal 2004.

Maria Parham covenants to disclose annual financial information
only to the Nationally Recognized Municipal Securities Information
Repositories, which Fitch views negatively.  However, Maria Parham
does currently disclose annual and quarterly information to the
NRMSIRS through Digital Assurance Certification, LLC.  Disclosure
to date has been thorough and timely and has included balance
sheet, income statement, cash flows, and utilization data, but no
management discussion and analysis.


MCI INC: Eight Officers Acquire 4,600 Shares of Common Stock
------------------------------------------------------------
In separate filings with the Securities and Exchange Commission
dated August 22, 2005, eight officers of MCI, Inc., disclose that
they recently acquired shares of common stock in the Company:

                                    No. of             Amount of
                                    Shares             Securities
   Officer         Designation     Acquired    Price   Now Owned
   --------        -----------     --------    -----   ----------
   Beresford,
   Dennis R.         Director       633.281    $25.66   6,971.739
   
   Grant,
   Gregory W.        Director       572.389    $25.66   5,563.454
   
   Haberkorn,
   Judith R.         Director       572.389    $25.66   5,563.454
   
   Harris,
   Laurence E.       Director       535.853    $25.66   5,235.547
   
   Holder,
   Eric H.           Director       487.140    $25.66   4,872.471
   
   Katzenbach,
   Nicholas Deb      Director       669.817    $25.66   7,355.244
   
   Neporent,
   Mark A.           Director       535.853    $25.66   4,957.555
   
   Rogers,
   Clarence B. Jr.   Director       608.924    $25.66   6,716.070
   
Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

*     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCKESSON CORP: Moody's Rates Senior Subordinated Shelf at (P)Ba1
----------------------------------------------------------------
Moody's Investors Service assigned ratings to McKesson
Corporation's new $1.5 billion universal shelf filing (senior
unsecured (P)Baa3).  Moody's understands that the new shelf
includes $350 million that had remained undrawn under a prior
shelf registration.  Ratings under the prior shelf, which has been
de-registered, have been withdrawn.  At the same time, Moody's
affirmed all of McKesson's long-term ratings and Prime-3 short-
term rating.  The rating outlook remains stable.

McKesson Corporation's Baa3 senior debt rating reflects the
company's position as a leading healthcare supply management
company focusing on pharmaceutical and medical/surgical
distribution as well as information systems services for
providers.  Like other wholesalers, however, McKesson continues to
face margin pressure in its drug distribution business fueled by
changes in manufacturers' inventory practices.  In order to re-
gain profits lost from fewer buy transactions and subsequent
(wholesaler to wholesaler) trading opportunities, McKesson will
need to renegotiate both manufacturer and customer contracts and
reduce costs.  Although recent contract gains (VA and AdvancedPCS)
and multi-year renewals will help top-line growth, Moody's
believes that these contracts may continue to provide challenges
as large customers have been able to negotiate lower rates than in
previous years.

McKesson continues to see improvement in operating cash flow on a
reported basis, resulting in a build-up of cash, which (along with
bank and AR securitization facilities) helps to offset liquidity
concerns related to recently settled shareholder litigation.
Moody's estimates that on a normalized basis - excluding
incremental reductions in working capital - operating and free
cash flow would be considerably lower than what has been reported
for the fiscal year ended March 31, 2005.

The stable outlook considers the company's very strong liquidity
position, which is supported by cash balances that help offset
recently announced shareholder litigation settlements of about
$960 million and moderate-sized strategic acquisitions such as D&K
Healthcare and Medcon, both of which totaled about $600 million.
Assuming management chooses to debt finance the recent shareholder
settlement, the outlook assumes that McKesson will be able to
maintain metrics that are consistent with an investment grade
rating even as its cash flow returns to more sustainable levels.

Any future rating changes would consider the success of the
company's transition to a new fee-for-service business model, the
company's growth strategy and changes to its capital structure.
Continued margin erosion in the pharmaceutical solutions segment
may cause Moody's to revise the rating downward.

If McKesson were able to achieve better margins and reverse
negative trends within its various business lines, the ratings
could be upgraded.

Ratings assigned:

  McKesson Corporation:

     * (P)Baa3 Senior unsecured shelf
     * (P)Ba1 Senior subordinated shelf
     * (P)Ba1 Subordinated shelf
     * (P)Ba1 Junior subordinated shelf
     * (P)Ba1 Preferred shelf

Ratings withdrawn:

  McKesson Corporation:

     * (P) Baa3 Senior unsecured shelf
     * (P) Ba1 Senior subordinated shelf
     * (P) Ba1 Junior subordinated shelf
     * (P) Ba1 Preferred shelf

  McKesson Financing Trust II:

     * (P) Ba1 Preferred shelf

  McKesson Financing Trust III:

     * (P) Ba1 Preferred shelf

  McKesson Financing Trust IV:

     * (P) Ba1 Preferred shelf

Ratings affirmed:

  McKesson Corporation:

     * Baa3 Senior unsecured notes
     * Baa3 Medium term notes
     * Baa3 Industrial revenue bonds
     * Ba1 Junior subordinated notes
     * Prime-3 Short-term rating

  Medis Health & Pharmaceutical Services (Now McKesson Canada):

     * Prime-3 Short-term rating

McKesson Corporation, located San Francisco, California is a
leading distributor of pharmaceutical products.  Its information
systems business provides software and hardware support to a large
portion of hospitals in the US.


MERIDIAN AUTOMOTIVE: Evaluates 95 Reclamation Claims from Vendors
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 20, 2005, the
Hon. Mary Walrath of the U.S. Bankruptcy Court for the District of
Delaware approved the proposed uniform procedures for the
treatment and reconciliation of all Reclamation Claims of Meridian
Automotive Systems, Inc., and its debtor-affiliates.

The Debtors have received reclamation claims from 95 vendors,
covering hundreds of invoices for over 2,249 types of component
parts in connection with deliveries to the Debtors' various
manufacturing and production facilities throughout the United
States.

Given the considerable volume of reclamation claims, the Debtors
established and followed detailed procedures to both reconcile
claims to their records and determine the amount and validity of
the claims.

On July 25, 2005, the Debtors filed a statement concerning their
preliminary evaluation of all reclamation claims filed in their
Chapter 11 cases.  As a result, the Debtors have identified 95
Reclamation Claims that are validly asserted, including:

                      Claim Dispatch    Claimed     Valid Claim
   Claimant                Date          Amount        Amount
   --------          --------------   -----------   -----------
   Arkema              04/26/2005         $71,940       $41,605

   Austin Petroleum,   04/26/2005          15,615             -
   Inc.

   BASF                04/28/2005          43,505        43,505

   Delta Polymer       04/26/2005          62,977        34,103
   Company

   Empire              05/02/2005         271,203       116,966
   Electronics

   Filter and Coating  04/27/2005          24,875        14,209
   Technology, Inc.

   Future Electronics  05/03/2005          56,736        43,525

   GE Advanced         04/27/2005         252,650        72,977
   Materials

   Ispat Inland        04/26/2005         261,307       128,520

   Kentwood Packaging  04/26/2005          64,978         9,344
   Corporation

   Lunt Manufacturing  04/29/2005          37,467             -
   Company

   N.S. Internat'l     05/02/2005          81,829        54,553

   Safety Services,    05/03/2005          21,315         9,664
   Inc.

   Visteon Corp.       04/27/2005          69,105             -

The Debtors reserve their right to object to any Reclamation
Claim on any other grounds under applicable law.

According to Edward J. Kosmowski, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, the Debtors need
to make three critical determinations before allowing any
Reclamation Claim:

   (a) A determination whether the liens of good faith purchasers
       in the goods in which a Reclamation Claim is asserted --
       including, but not limited to, any parties with prior
       perfected security interests in the Debtors' inventory --
       might exceed the value of the goods and thereby extinguish
       the Reclamation Claim;

   (b) A determination regarding the Debtors' solvency as of the
       date the applicable goods were delivered to the Debtors;
       and

   (c) A determination whether the Debtors have preferences or
       other avoidance actions against certain of the parties
       that have asserted reclamation claims that might affect
       the value or allowance of those claims.

However, the Debtors propose to defer any determination until
related issues can be better evaluated and addresses in the
context of a plan of reorganization and claims administration.

The Debtors intend to object to Reclamation Claims that have been
or will be paid prior to the time for payment of reclamation
claims generally in their Chapter 11 cases.

Parties having informal questions or concerns with respect to
their reclamation claims may contact Brian Lohan, Esq., at Sidley
Austin Brown & Wood LLP, at (312) 853-7876.

A schedule of the reclamation claims is available at no extra
charge at:

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

                            Objections

(1) Arkema

Arkema, Inc., objects to the disallowance of any portion of its
reclamation claim until it can fully investigate the grounds on
which the Debtors challenge the Claim.

Jami B. Nimeroff, Esq., at Buchanan Ingersoll PC, in Wilmington,
Delaware, represents Arkema in the Debtors' Chapter 11 cases.

On the Petition Date, Arkema filed a reclamation claim for
$120,556.

Arkema amended its Reclamatin Claim to $71,940, to account for,
among other things, goods that were returned.

(2) Safety Services

Safety Services, Incorporated objects to the Debtors' treatment
of its reclamation claim for three reasons:

     (i) the amount of the Claim is misstated;

    (ii) the Debtors have not provided any support for treating
         $8,393 of the Claim as invalid; and

   (iii) the Debtors made "other adjustments" to the Claim in
         treating a total of $2,868 of the Claim as invalid,
         without providing any support as to the proprietary of
         those adjustments.

(3) Delta Polymers

Delta Polymers Company objects to the extent that the Debtors
seek to reduce its reclamation claim on the basis of "Other
Adjustments" and "Inventory Used," without providing any basis
for these adjustments.

According to Donna L. Harris, Esq., at Cross & Simon, LLC, in
Wilmington, Delaware, the Debtors have provided only a general
explanation of the factors that may or may not have been used,
without providing any information related to Delta Polymers'
Reclamation Claim.  As a result, Delta Polymers has no
information on which to contest the reduction, or to otherwise
agree or disagree with the Debtors' assessment.

The Debtors, Ms. Harris adds, have not provided information to
confirm that the inventory has been used or consumed.  Thus,
Delta Polymers objects to a reduction of its Reclamation Claim on
the basis that the Inventory was consumed unless and until it is
provided with specific verification.

(4) Austin Petroleum

Susan E. Kaufman, Esq., at Heiman, Gouge & Kaufman, LLP, in
Wilmington, Delaware, notes that the numbers used by the Debtors
in their Reclamation Statement do not match the actual
reclamation claim filed by Austin Petroleum, Inc., or the
invoices it provided.

"The [Reclamation] Statement lists the claimed amount as
$15,615.33," Ms. Kaufman specifies.  "The Statement lists the
'Supported Amount' as $14,866.89; 'Untimely Claim' $12,232.44;
and 'Other Adjustments' as $2,634.45.  There is no explanation of
justification for the 'Other Adjustments' that were taken by the
Debtors."

Austin Petroleum acknowledges that its Reclamation Claim included
invoices in a 20-day period, as allowed by Indiana law.  However,
Ms. Kaufman points out that reducing the Reclamation Claim to the
10-day period between April 16, 2004 and April 26, 2004, leaves a
valid Reclamation Claim of $3,384.

Therefore, Austin Petroleum asks the Court to allow its
Reclamation Claim for $3,384.

(5) Empire Electronics

The Debtors deemed Empire Electronics Inc. to have validly
asserted a claim of $116,967, with $30,638 as inventory used and
$123,599 as an untimely reclamation claim.

Empire Electronics asserts that the Debtors have improperly
calculated inventory utilization and the "Untimely Claims"
portion of its reclamation claim, based on these assessment of
inventory usage:

   * As to Invoice No. 18642, the Debtors assert that $607 was
     consumed.  However, the inventory represented by that
     invoice was not delivered to the Debtors until 6:56 p.m., on
     the Petition Date; and

   * As to Invoice No. 18594, the Debtors assert that $12,077 was
     utilized.  However, the parts were delivered on April 21,
     2005, three business days before the Petition Date.

Accordingly, Empire Electronics asks Court to:

   (1) recognize its statutory reclamation right with respect to
       the goods received by the Debtors; or

   (2) alternatively allow it an administrative expense claim or
       a lien for $269,018.

(6) Kentwood

Kentwood Packaging Corporation disputes the Debtors' calculations
of its reclamation claim.

Kentwood asserts that it has submitted sufficient information to
support its Reclamation Claim.

Kentwood objects to the Debtors' Reclamation Statement because:

   (a) the 20-day notice period is insufficient, unfair and
       prejudicial to permit the parties to reconcile their
       disputes regarding the voluminous records of invoices,
       shipping receipts, bills of lading, and the like; and

   (b) the Debtors have received additional materials from
       Kentwood rebutting the findings, but have not had
       sufficient time to review it.

Therefore, Kentwood asks the Court to permit additional time to
allow the parties to reconcile their disputes and determine the
accurate amount of Kentwood's Reclamation Claim.

(7) FACT

Filter & Coating Technology, Inc., supports Kentwood's assertions
in their entirety.

FACT has also submitted additional documentation to support its
reclamation claim.

FACT and the Debtors have reached an agreement as a part of a
critical vendor payment arrangement that FACT could include in
its reclamation claim the amount of $3,822.

(8) Visteon

Visteon Corporation asks the Court to overrule the Debtors'
objections to its reclamation claim.

According to Rebecca S. Beste, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, the Debtors' objection to Visteon's
Reclamation Claim on the basis that it is unsupported should be
denied because Visteon have delivered the Reclaimed Goods to the
Debtors' carriers and provided the Debtors with documentation
indicating the dates on which the Reclaimed Goods were delivered.

Furthermore, the Debtors' objection on the basis that a portion
of the Reclaimed Goods that were delivered on April 25, 2005,
were untimely, should also be denied.  The Debtors have already
received all of the Reclaimed Goods between April 16 and 25,
2005, based on shipping acknowledgments provided by Visteon.

"[T]he Debtors' carriers are agents of the Debtors," Ms. Beste
asserts.  "Thus, receipt of the Reclaimed Goods by Debtors'
carriers constituted receipt of the Reclaimed Goods by the
Debtors."

(9) Lunt Manufacturing

On April 28, 2005, Lunt Manufacturing, Inc., filed a reclamation
claim for $37,467.

Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, relates that on May 3,
2005, Lunt and the Debtors entered into a letter agreement, which
partially resolved their dispute.  Pursuant to the Letter
Agreement, the Debtors (x) acknowledged that Lunt possesses a
valid trade claim for $37,500 and (y) agreed to pay Lunt $35,000
of that amount.  The parties agreed to reserve their rights with
respect to the $2,500 balance.

Lunt objects to the Debtors' Reclamation Statement to the extent
that it attempts to deny or disallow any portions of the
Reclamation Claim.

Pursuant to the Letter Agreement and the Court's April 27, 2005,
order authorizing the Debtors to pay prepetition claims of
shippers and other lien claimants, Ms. McLamb tells Judge Walrath
that there are events which could result in the application in
the application of the $35,000 to postpetition invoices, instead
of satisfying Lunt's Reclamation Claim.  In this event, Lunt's
entire $37,467 reclamation claim would be unsatisfied.

Therefore, Ms. McLamb maintains that unless the Debtors agree to
waive their rights under the Letter Agreement and Trade Order,
disallowing the $35,000 portion of Lunt's Reclamation Claim will
be premature.

"The $2,500 difference between the amount asserted in the
Reclamation Demand and the $35,000 paid to Lunt represents a
valid, outstanding reclamation claim against the Debtors," Ms.
McLamb asserts.  "The [Reclamation] Statement offers no
explanation for the disallowance of this amount."

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies              
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Panel Wants Clarification on Huron's Fee Cap
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 8, 2005, the
U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors appointed in Meridian
Automotive Systems, Inc., and its debtor-affiliates' chapter 11
cases, permission to retain Huron Consulting Services LLC as its
financial advisor, nunc pro tunc, to May 16, 2005.

As previously reported in the Troubled Company Reporter on
June 16, 2005, the Debtors will pay Huron at a rate not to
exceed $125,000 per month, plus expenses incurred by the firm in
connection with its services.

                      Committee's Comments

The Official Committee of Unsecured Creditors believes that
certain confusion regarding the terms of Huron Consulting
Services, LLC's retention may exist, or may arise in the future.

Although Huron's fee for services provided will not exceed
$125,000 per month, the Committee, according to Gregory A.
Taylor, Esq., at Ashby & Geddes, in Wilmington, Delaware, never
intended to preclude the firm from receiving compensation for all
services provided simply because its fees exceed $125,000 in any
single month.

Rather, in the event that Huron incurs Excess Fees, it must defer
application for approval of the Excess Fees until the later time
as the monthly fees fall below the $125,000 "cap."  At that time,
the firm will be permitted to seek approval of the deferred
Excess Fees, or a portion of it, subject to the monthly $125,000
"cap."

"Although this arrangement was not expressly set forth in the
Huron Retention Application or Engagement Letter, the Committee
and Huron understood this to be an integral part of Huron's
retention in these cases, and have so operated since the
effective date of Huron's retention," Mr. Taylor explains.
"Moreover, the Committee believes that this compensation
arrangement is permitted under the Bankruptcy Code."

Accordingly, the Committee asks Judge Walrath to clarify the
terms of the Committee's retention of Huron, as financial
advisor.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies              
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Union & UST Object to KERP Implementation
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 1, 2005, Meridian Automotive Systems, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for authority to implement the Key Employee Retention
Plan.

The KERP has been tailored to ensure that the interests of the Key
Employees are aligned with the Debtors' restructuring goals.

The KERP includes two separate retention funds -- specific
retention incentives for 64 Key Employees and a discretionary
fund available to address unanticipated retention needs
throughout the Debtors' cases.

The maximum aggregate costs of the KERP will be $4.71 million.

                          Responses

(1) UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is the exclusive
collective bargaining representative of approximately 500 active
employees and former employees at Meridian facilities located in
Canandaigua, New York; Shreveport, Louisiana; Canton, Michigan;
Dearborn, Michigan and Centralia, Illinois.  For retirees
currently receiving retiree health benefits pursuant to UAW
collective bargaining agreements, the UAW also serves as the
authorized representative pursuant to Section 1114(c) of the
Bankruptcy Code.

The Union objects to the Debtors' request because:

   -- the Debtors seek approval of bonus and other incentive
      payments to certain select employees, including executives
      of the company, at a time when the hourly employees of the
      Debtors' Shreveport, Louisiana, facility have been unable
      to secure a collective bargaining agreement despite a
      prolonged period of negotiations; and

   -- the Debtors have failed to demonstrate a compelling need
      for the proposed program in any event.

Susan E. Kaufman, Esq., at Heiman, Gouge & Kaufman LLP, in
Wilmington, Delaware, points out that Meridian has repeatedly
refused the Union's "reasonable and modest" proposals on wage
rates for 25 Shreveport hourly employees.  The estimated cost of
the Union's most recent wage proposals is $225,000 per year.

Yet, Ms. Kaufman notes, the Debtors propose to spend up to $5.7
million on retention and incentive payments for some 64 employees
and as much as $8.1 million in additional severance payments.

The timing of the KERP Motion sends the wrong message to the
workforce and to other creditors, Ms. Kaufman says.

Accordingly, the Union asserts, the Debtors' Motion should be
denied until the Debtors have concluded negotiations over a
collective bargaining agreement.

Moreover, Ms. Kaufman continues, the KERP Motion is premised on
employee turnover fears and hypothetical recruitment costs.  It
has not demonstrated real or potential attrition of key
employees, or that the consequences of turnover justify the costs
of the proposed program, she says.

"No evidence has been offered that these key employees are
particularly marketable or have received outside offers.  There
is no suggestion that the Debtors are under siege from
competitors in the automotive industry," Ms. Kaufman adds.

According to Ms. Kaufman, the KERP Motion is premature for other
reasons as well.  Ms. Kaufman points out that the Debtors have
yet to formulate a business plan and they anticipate not filing a
reorganization plan until the end of the year.

Ms. Kaufman asserts that the Debtors cannot provide assurance
that the KERP Programs are money well spent.

"Rather than commit to retention, incentive, and success payments
upon emergence, the Debtors should determine after a period of
time and based upon the likely resolution of the reorganization
case, which individuals are those they wish to retain, and apply
to the Court for an appropriate compensation program at that
time."

(2) U.S. Trustee

Kelly Beaudin Stapleton, United States Trustee for Region 3,
leaves the Debtors to their burden to justify their request.

Trial attorney Joseph J. McMahon, Jr., Esq., notes that the
Debtors claim that they need to implement the retention and
severance bonuses because essential key employees might resign as
a result of other employment opportunities offering greater
financial rewards and the uncertainties inherent in a debtor's
reorganization process.

But Mr. McMahon points out that there isn't any discussion or
evidence as to what those comparatively better employment
opportunities are, and in the event that those opportunities are
available to certain persons, how the Debtors determined the
amount of compensation that should reasonably be paid in light of
the perceived flight risk.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies              
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


METALFORMING TECH: Arranges Private Sale of Lexington Assets
------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
private sale of its Lexington, Kentucky, operations to Elite Metal
Products, LLC.

Elite Metal, a joint venture acquisition vehicle formed by Oliver
Isaac, Kevin Stuban and Metalforming Technologies, Inc., proposes
to acquire the Lexington operations for an aggregate amount of
$6,093,000.  

The purchase price is made up of a $2.3 million cash payment at
the closing of the sale, a $1 million note, $1.6 million in
assumed liabilities, a $1 million profits interest and an
ownership interest value estimated at $193,000.

Pursuant to the joint venture agreement, Mr. Isaac will hold a 51%
interest in the purchased business, Metalforming Technologies will
hold a 44% stake, and Mr. Stuban, the manager of the Lexington
operations, will hold the remaining 5% interest.

                    Why a Private Sale is Best

The Debtors tell the Bankruptcy Court that a private sale of the
Lexington operations is in the best interest of their estates
because the customer primarily served by the Lexington operation
has indicated that it will source work from the Lexington
operations only if the new owner is an entity controlled by or
affiliated with Mr. Isaac.

In addition, the Debtors say that Elite Metal's offer is a fair
and reasonable price for the Lexington operations.  In the past
months, the Debtors have marketed the Lexington operations to over
120 parties but none have shown sufficient interest or offered
purchase terms better than the one offered by Elite Metal.

The Debtors explain that an expedited sale is necessary because
the primary costumer wants the joint venture to assume control of
the Lexington operations by mid-September.  A delay could prompt
this costumer to source work elsewhere.

Because of time constraints, the Debtors say a private sale is
better than an auction since Elite Metal has the capacity and has
given strong assurances that it is motivated to close the sale in
a timely manner.

                       Auction Provisions

If the private sale is disallowed and the Bankruptcy Court insists
on an auction for the Lexington properties, the Debtors ask the
Court to require that any competing bidder offer at least $250,000
more in cash than Elite Metals' proposal.  

The Debtors also ask the Court to allow them to pay Mr. Isaac a
$250,000 break-up fee if the Lexington operations is sold to a
competing bidder.     

The Honorable Peter J. Walsh will convene a hearing at 10:30 a.m.
on Sept. 8, 2005, to consider the proposed private sale.
Objections to the proposed sale must be filed by Sept. 1, 2005.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METALFORMING TECH: Wants Lease Decision Period Extended to Nov. 15
------------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend,
until Nov. 15, 2005, the time within which they can elect to
assume, assume and assign, or reject their unexpired non-
residential property leases.

The Debtors tell the Bankruptcy Court that they have not had
sufficient time to determine what role each of the real property
leases will play in their ongoing operational restructuring
because of the complexity of their bankruptcy cases.  The Debtors
explain that the real property leases include many of the their
primary production facilities and could be the subject of the
operational restructuring.

The Debtors assure the Bankruptcy Court that the proposed
extension of the lease decision period will not prejudice their
lessors as they are current on their post-petition lease
obligations.

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

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

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,  
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &  
Taylor, represent the Debtors in their restructuring efforts.  As  
of May 1, 2005, the Debtors reported $108 million in total assets  
and $111 million in total debts.


METALFORMING TECHNOLOGIES: Hires Fisher Phillips as Labor Counsel
-----------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Fisher & Phillips LLP as special labor, employment and
benefits counsel, nunc pro tunc to June 23, 2005.   

The Debtors chose Fisher & Phillips as their attorneys because of
the Firm's extensive experience and knowledge in the field of
labor, employment and employee benefits law as well as its long-
standing experience with the Debtor's labor issues.

Fisher & Phillips will:

     a) provide legal advice in connection with labor, employment,
        benefits and immigration issues which now exist and will
        arise in the continued operation of the Debtors'
        businesses;

     b) assist in the preparation of applications, motions,
        answers, orders, reports and other legal papers relating
        to labor, employment and benefits matters; and

     c) appear in court to protect the interests of the Debtors
        with respect to labor, employment and benefits related
        matters.

Fisher & Phillips will charge the Debtors on an hourly basis, plus
reimbursement of actual and necessary expenses incurred by the
Firm.  Fisher & Phillips' principal attorneys and paralegal
presently designated to represent the Debtors and their current
rates are:

        Professional                        Hourly Rate
        ------------                        -----------
        Robert C. Christenson, Esq.            $420
        Claud L. McIver III, Esq.               395
        David Whitlock, Esq.                    350
        Tim Turnbow, Paralegal                  125
        Jennifer Duensing, Paralegal            125

The Debtors tell the Court that Fisher & Phillips received a
$50,000 retainer in June 2005 as payment for prepetition services
and expenses and as security for post-petition services and
expenses.  The Debtors add that they owe Fisher & Phillips
approximately $1,315 for pre-petition services.

To the best of the Debtor's knowledge, Fisher & Phillips is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in Atlanta, Georgia, Fisher & Phillips LLP --
http://www.laborlawyers.com/-- is one of the first U.S. law firms  
to concentrate its practice exclusively upon representation of
employers in labor and employment matters.  After more than 60
years, the Firm is now one of the largest national law firms in
the increasingly complex field of labor and employment law.  Its
principal practice areas include Business Immigration Services,
Educational Law, Employee Benefits, Employee Discrimination,
Health and Safety Laws, Labor Relations, Mergers and Acquisitions,
and  Wage and Hour Laws.  

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.   


MIKE TEOFILOVICH: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mike Teofilovich
        aka Milan Teofilovich
        aka Michael Teofilovich
        P.O. Box 334
        Burlington, Illinois 60109

Bankruptcy Case No.: 05-34001

Chapter 11 Petition Date: August 26, 2005

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Stephen J. Costello, Esq.
                  Costello & Costello
                  19 North Western Avenue, Route 31
                  Carpentersville, Illinois 60110
                  Tel: (847) 428-4544

Total Assets: $1,562,200

Total Debts:  $8,341,384

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
EFS Bank                         Personal guarantee   $4,500,000
1695 Larkin Avenue               of business loans
Elgin, IL 60123                  of D&M Plastics

Saul Azar                        Judgment -           $1,672,084
c/o David Axelrod & Associates   joint with
20 South Clark, Suite 2000       Marsha Azar &
Chicago, IL 60603                Enissa Circik

D&M Plastics Corporation         Loans                  $670,000
150 French Road
Burlington, IL 60109

EFS Bank                                                $297,900
1695 Larkin Avenue
Elgin, IL 60123

EFS Bank                                                $266,900
1695 Larkin Avenue
Elgin, IL 60123

Brittain & Ketcham, P.C.         Attorney's fees         $56,000
Law Offices
85 Market Street
Elgin, IL 60123

Tom Shellcross                   Loan                    $50,000
125 Mill Street
Burlington, IL 60109


MORGAN STANLEY: Fitch Lowers Rating on Seven Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
Dean Witter Capital I Inc. issues:

   Series 2001-AM1

     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 downgraded to 'A+' from 'AA';
     -- Class B-1 downgraded to 'BB-' from 'BBB-'.

   Series 2002-AM1

     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 downgraded to 'A' from 'AA';
     -- Class B-1 downgraded to 'BB' from 'BBB-'.

   Series 2002-AM2

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 downgraded to 'BB+' from 'BBB-';
     -- Class B-2 downgraded to 'BB+' from 'BBB-'.

   Series 2002-AM3

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 downgraded to 'BB+' from 'BBB-'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Aames Capital Corporation.  The
mortgage loans consist of fixed-rate and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one- to four-family residential properties.  
As of the July 2005 distribution date, the transactions are
seasoned from a range of 33 to 45 months and the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from approximately 11% (series 2001-AM1)
to 25% (series 2002-AM3).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$240.6 million of outstanding certificates.  In addition, the
affirmation on class A-2 in series 2002-AM3 reflects a financial
guaranty insurance policy provided by MBIA Insurance Corp., whose
insurer financial strength is rated 'AAA' by Fitch.  The negative
rating actions, which affect approximately $78.4 million of
outstanding certificates, reflect deterioration in the
relationship between credit enhancement and future loss
expectations.

As of the July 2005 distribution date, the pool factor for series
2001-AM1 is approximately 11%.  Losses have resulted in the
decline of overcollateralization to $1,565,376, leaving 13.00%
credit enhancement for class M-2 and 4.09% CE for class B-1.  
Ninety plus delinquencies (including bankruptcy, foreclosure, and
real estate owned) currently stand at 33.87%.

The pool factor for series 2002-AM1 is approximately 13%.  Losses
have resulted in the decline of OC to $2,142,863, leaving 21.08%
CE for class M-2, and 3.98% CE for class B-1.  Ninety plus
delinquencies currently stand at 31.98%.

The pool factor for series 2002-AM2 is approximately 14%.  Losses
have resulted in the decline of OC to $1,921,215, leaving 4.00% CE
for class B-1 and 3.22% CE for class B-2.  Ninety plus
delinquencies currently stand at 21.18%.

The pool factor for series 2002-AM3 is approximately 25%. Losses
have resulted in the decline of OC to $10,556,922, leaving 5.76%
CE for class B-2.  Ninety plus delinquencies currently stand at
16.23%.

Headquartered in Los Angeles, CA, Aames Capital Corporation
originates mortgage loans through its retail branch office
division, its retail internet-based lending division, and its
broker/wholesale division.  Series 2001-AM1 and 2002-AM1 are
serviced by Select Portfolio Servicing Inc., rated 'RPS2-' by
Fitch.  Series 2002-AM2 and 2002-AM3 are serviced by Litton Loan
Servicing, rated 'RPS1' by Fitch.

Fitch will continue to closely monitor these transactions. Further
information regarding current delinquency, loss, and credit
enhancement statistics is available on the Fitch web site at
http://www.fitchratings.com/


NBTY INC: Buying Back 8-5/8% Senior Subordinated Notes for Cash
---------------------------------------------------------------
NBTY, Inc. (NYSE: NTY) initiated a cash tender offer for any and
all of its $150 million aggregate principal amount of 8-5/8%
Senior Subordinated Notes due 2007.  The Offer is being made upon
the terms and subject to the conditions set forth in an Offer to
Purchase dated Aug. 25, 2005.

The Offer is scheduled to expire at 11:59 p.m. (EDT) on Sept. 22,
2005, unless extended or terminated earlier.  Holders of Notes who
tender their Notes on or prior to 11:59 a.m. (EDT) on Sept. 15,
2005, unless extended or terminated earlier, will be eligible to
receive total consideration equal to $1,000 per $1,000 principal
amount of the Notes validly tendered.

Holders who tender their Notes after 11:59 a.m. (EDT) on Sept. 15,
2005, but prior to 11:59 p.m. (EDT) on Sept. 22, 2005, unless
extended or earlier terminated, will be eligible to receive $980
per $1,000 principal amount of the Notes validly tendered, which
is equal to the total consideration less an early participation
payment of $20 per $1,000 principal amount of Notes tendered.   
The Early Participation Payment would be paid only to holders who
validly tender and do not revoke the tender of their Notes prior
to the Early Participation Date, and whose Notes are accepted for
payment.  In each case, holders that validly tender their Notes
and whose Notes are accepted for payment will be eligible to
receive accrued and unpaid interest up to, but not including, the
payment date.  The payment date for any Notes tendered and
accepted for payment is expected to be promptly following the
Expiration Date.

In accordance with the terms of the indenture pursuant to which
the Notes were issued, the Company may redeem the Notes at par,
plus accrued and unpaid interest, on or after Sept. 15, 2005.  
NBTY currently intends to redeem after Sept. 15, 2005, the Notes
not tendered in the Offer pursuant to the terms of the indenture.  
This statement of intent shall not constitute a notice of
redemption under the indenture.  There can be no assurance that
such a notice will be given or that the Notes will be redeemed by
the Company.

The Offer is conditioned upon the satisfaction of certain
conditions, including the consummation of the offering
contemplated by the following paragraph and general conditions.  A
more comprehensive description of the Offer and its conditions can
be found in the Offer to Purchase.

NBTY intends to finance the Offer, as well as any optional
redemption of the Notes, primarily with net proceeds from a new
offering of senior subordinated notes.  Such senior subordinated
notes have not been registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

This announcement is neither an offer to purchase or sell nor a
solicitation of an offer to purchase or sell the Notes.  The offer
is being made solely by the Offer to Purchase dated Aug. 25, 2005.

NBTY has retained J.P. Morgan Securities Inc. to serve as the
Dealer Manager and D.F. King  Co., Inc. to serve as the
Information Agent for the Offer.  Requests for documents may be
directed to D.F. King & Co., Inc., by telephone at (800) 628-8532
(toll-free) or (212) 269-5550 or in writing at 48 Wall Street,
22nd Floor, New York, NY 10005.  Questions regarding the tender
offer may be directed to Leonard Carey at J.P. Morgan Securities
Inc., at (212) 270-9769, Attention: High Yield Capital Markets.

NBTY, Inc. -- http://www.NBTY.com/-- is a leading vertically    
integrated manufacturer and distributor of a broad line of high-
quality, value-priced nutritional supplements in the United States  
and throughout the world.  The Company markets approximately 2,000  
products under several brands, including Nature's Bounty(R),  
Vitamin World(R), Puritan's Pride(R), Holland & Barrett(R),  
Rexall(R), Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R),  
American Health(R), GNC (UK)(R), DeTuinen(R) , LeNaturiste(TM) and  
SISU(R).

                         *     *     *

As reported in the Troubled Company Reporter on July 20, 2005,
Standard & Poor's Ratings Services affirmed its ratings on vitamin
manufacturer NBTY Inc., including its 'BB' corporate credit
rating.

Standard & Poor's removed the ratings from CreditWatch, where they  
were placed on June 7, 2005, with negative implications, following  
NBTY's announcement of its plans to acquire nutritional supplement  
manufacturer Solgar Vitamin and Herb, an operating unit of Wyeth  
Consumer Healthcare, a division of Wyeth (A/Negative/A-1) for $115  
Million.

At the same time, Standard & Poor's assigned its 'BB' bank loan  
rating and a recovery rating of '2' to NBTY's proposed $120  
million senior secured term loan A, indicating the expectation of  
substantial (80%-100%) recovery of principal in the event of a  
payment default.  The outlook on the Bohemia, New York-based  
company is negative.  Pro forma total debt outstanding at March  
31, 2005, was about $412 million.

The proposed $120 million, five-year senior secured term loan A is  
due 2010, or March 15, 2007, if the 8.625% senior subordinated  
notes due Sept. 15, 2007, are still outstanding.  Proceeds of the  
new term loan A will finance NBTY's pending acquisition of Solgar,  
as part of a proposed credit facility amendment that will permit  
the acquisition, as well as other modifications to the company's  
existing credit facility.  The ratings are based on preliminary  
terms and are subject to review upon final documentation.

Also, Moody's Investors Service rated NBTY Inc.'s new $120 million  
senior secured term loan A at Ba2.  In addition, Moody's affirmed  
NBTY's existing ratings, including its corporate family rating  
(formerly, "senior implied rating") of Ba2.  Proceeds from the  
term loan (net $115 million) will fund NBTY's pending acquisition  
of Solgar from Wyeth.  Notwithstanding the risks associated with a  
high-priced, debt-financed acquisition, the ratings affirmation  
reflects the strong alignment of Solgar with NBTY's products,  
integration capabilities, and long-term growth strategies, as well  
as the ongoing solid financial profile and market position of NBTY  
in the nutritional supplements industry.  Moody's says the outlook  
remains stable.


NEW WORLD PASTA: Wants Financial Balloting as Solicitation Agent
----------------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
permission to employ Financial Balloting Group LLC as their
solicitation, balloting, and tabulation agent.

Financial Balloting is expected to:

   (a) provide advice to the Debtors and their counsel regarding
       all aspects of the Plan vote, including timing issues,
       voting and tabulation procedures, and documents required
       for solicitation and voting;

   (b) review the Disclosure Statement and ballots, particularly
       as they may relate to beneficial owners of securities held
       is in street name;

   (c) work with the Debtors to request appropriate information
       from The Depository Trust Company and Indenture Trustee
       with respect to the bonds, and from the claims agent with
       respect to other creditors;

   (d) distribute solicitation materials to all creditors,
       including any registered holders of the Debtors' bonds;

   (e) coordinate the distribution of voting documents to street
       name holders of bonds by forwarding the appropriate
       documents to the banks and brokerage firms holding the
       securities or their agent, who in turn will forward it to
       the beneficial owners for voting;

   (f) distribute copies of the master ballots to the appropriate
       nominees so that firms may cast votes on behalf of
       beneficial owners;

   (g) prepare a certificate of service for filing with the Court;

   (h) handle requests for documents from parties-in-interest,
       including brokerage firm and bank back-offices and
       institutional holders;

   (i) respond to telephone inquiries from creditors, including
       bondholders, nominees, and other creditors, regarding the
       Disclosure Statement and the voting procedures;

   (j) make telephone calls to creditors, non-objecting beneficial
       owners, and registered holders of bonds to confirm receipt
       of the solicitation materials and respond to questions
       about the voting procedures, upon the Debtors' request;

   (k) establish a website for the posting of plan documents,
       including interactive features, if needed, upon the
       Debtors' request;

   (l) receive and examine all ballots and master ballots cast by
       bondholders and other creditors, including date- and time
       stamping the originals of all such ballots and master
       ballots upon receipt;

   (m) tabulate all ballots and master ballots received prior to
       the voting deadline in accordance with established
       procedures, and prepare a vote certification for filing
       with the Court; and

   (n) undertake other duties as may be agreed upon by the
       Debtors and Financial Balloting Group LLC.

The Debtors have retained Logan & Company, Inc., as their claims
agent.  Logan will continue to serve as the Debtors' claims and
general noticing agent.  Financial Balloting Group will assist the
Debtors in connection with the solicitation of votes on their
Plan, as well as the issues attendant thereto. The Debtors believe
that this division of labor will eliminate duplication of work.

The Firm discloses that it will receive a $8,500 reduced retainer.  
The Firm will also charge:

   -- $2,000 for 250 telephone calls within a 30-day solicitation
      period;  

   -- $1,000 for setting up the website and an additional $100 to
      $150 monthly hosting charge; and

   -- $1,000 for setting up of each tabulation element and
      additional $100 per hour for the tabulation of ballots.

The current hourly rates of professionals who will work in the
engagement are:

      Designation                     Hourly Rate
      -----------                     -----------
      Executive Director                  $375
      Director                            $325
      Senior Case Manager                 $275
      Case Manager                        $200
      Programmer II                       $195
      Programmer I                        $165

The Debtors believe that Financial Balloting Group LLC is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the    
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


PATHMARK STORES: John Standley Replaces Eileen Scott as CEO
-----------------------------------------------------------
As previously reported, Ron Burkle, owner of The Yucaipa Companies
LLC, bought a 40% stake in Pathmark Stores Inc. for $150 million.
As part of the deal, Yucaipa controls five of the 11 seats on
Pathmark's board of directors.  Pathmark's CEO and President
Eileen Scott and Frank Vitrano also agreed to step down from the
Board.

On Tuesday, Aug. 23, John T. Standley, former Rite-Aid Corp.'s
Chief Financial Officer, signed a three-year employment contract
with Pathmark.  Mr. Standley will replace Ms. Scott as Pathmark's
CEO beginning Aug. 29.  He will receive a $335,000 signing bonus,
a $900,000 annual salary, and a target annual bonus equal to 100%
of his salary.  

In addition, Mr. Standley is granted options to purchase up to 1.5
million of Pathmark's common shares at an exercise price of
$10.39, and an award of 500,000 restricted stock.  

Ron Burkle said in a prepared statement that he is excited to have
found a highly experienced retailer like Mr. Standley to spearhead
Pathmark.  Mr. Burkle is optimistic that the new CEO will improve
Pathmark's operating results and strengthen the management team.     

Pathmark Stores is a regional supermarket currently operating 142
supermarkets primarily in the New York - New Jersey and
Philadelphia metropolitan areas.  The Company filed for chapter 11
protection on July 12, 2000 (Bankr. Case 00-02963).  The Court
confirmed its prepackaged Plan of Reorganization on Sept. 7, 2004.

The company reported a $2.1 million net loss for the quarter
ending April 30, 2005.  For the fiscal year 2004, the company
suffered a $308 million loss.  As of April 30, 2005, the company
listed $1,254,000,000 in assets and $1,190,000,000 in debts.

S&P currently rates Pathmark's $350 million 8-3/4% Senior
Subordinated Notes due 2012 at CCC+.


PATTEN TOWERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patten Towers, L.P. II
        c/o WNC and Associates, Inc.
        17782 Sky Park Circle
        Irvine, California 92614

Bankruptcy Case No.: 05-15270

Type of Business: The Debtor operates an apartment building
                  located in Chattanooga, Tennessee.

Chapter 11 Petition Date: August 25, 2005

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Thomas E. Ray, Esq.
                  Samples, Jennings, & Ray, PLLC
                  130 Jordan Drive
                  Chattanooga, Tennessee 37421
                  Tel: (423) 892-2006
                  Fax: (423) 892-1919

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Yarco Company                                   $107,319
3770 Broadway
Kansas City, MO 64111

WNC & Associates, Inc.                            $5,000
17782 Sky Park Circle
Irvine, CA 926146404

Walden Security                                   $4,431
Metropolitian Security Service
P.O. Box 932578
Atlanta, GA 311932578

Maintenance U.S.A.                                $2,113

Ge Capital                                        $1,926

Thyssen Dover Elevator                            $1,555

Labor Ready Mid Atlantic III, LP                    $845

Aramark Uniform Services                            $756

Fred J. Frady                                       $750

Buyers Access                                       $718

Cornerstone Security                                $652

Roto Rooters                                        $646

Strang, Fletcher, Carriger, Walker                  $599

Kings III of America                                $569

Fellers, Schewe, Scott & Robert, Inc.               $552

American Background Information Services            $544

Kelsan, Inc.                                        $368

Office Depot                                        $333

WLOV-FM                                             $200

Mellon Leasing                                      $162


PLYMOUTH RUBBER: Releases List of Equity Security Holders
---------------------------------------------------------
Plymouth Rubber, Inc., released a list of its Class A and Class B
shareholders.  A copy of that list is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050825032850

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$1 million to $50 million in assets and debts.


POUNDS & FRANCS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pounds & Francs, Inc.
        2201 South Rosedale
        Tulsa, Oklahoma 74107

Bankruptcy Case No.: 05-15550

Type of Business: The Debtor designs, sells, manufactures, and
                  installs custom cabinetry and furniture.
                  See http://www.poundsfrancs.com/

Chapter 11 Petition Date: August 26, 2005

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Mark A. Craige, Esq.
                  Morrel, West, Saffa, Craige, & Hicks, Inc.
                  3501 South Yale Avenue
                  Tulsa, Oklahoma 74135
                  Tel: (918) 664-0800
                  Fax: (918) 663-1383

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
   ------                         ---------------   ------------
Factoring of OK                                         $500,000
Attn: President or Credit Manager
50 Penn Place, Suite 500
OKC, OK 73154

TACNA Services Inc.                                     $110,172
Attn: President or Credit Manager
9850 Via de la Amistad
San Diego, CA 92154

Oklahoma Tax Commission           Taxes                  $91,419
Bankr. Sec/Gen Counsel's Office
P.O. Box 53248
Oklahoma City, OK 73152-3248

Internal Revenue Service          Taxes                  $87,872

Oklahoma Empl Security Comm.      Taxes                  $67,185

Oklahoma Employment Security                             $54,828
Commission

Marcella & David Harp                                    $20,000

All Temp                                                 $18,818

Allison Cotton Wiley                                     $15,000

Charlene & Bill Van Meter                                $15,000

Gary or Ruyanna Fugitt                                   $15,000

Jo Eve                                                   $15,000

Communty Bank & Trust                                    $13,264

Oklahoma Tax Commission                                  $12,392

Landmark Products                                        $11,456

Diana Kolopanas                                          $10,766

Mark C. McMahon                                           $9,950

Kasmar Publications                                       $9,118

Johnyce Alder                                             $7,500

Premium Financing Specialists                             $8,018


PROVIDIAN FIN'L: Regulator OKs $6.5-Bil Sale to Washington Mutual
-----------------------------------------------------------------
The Office of Thrift Supervision has approved Washington Mutual,
Inc.'s (NYSE: WM) acquisition of Providian National Bank (NYSE:
PVN) by Washington Mutual Bank.

The Office of Thrift Supervision is the primary regulator of all
federally chartered and many state-chartered thrift institutions,
which include savings banks and savings and loan associations.  
OTS was established as a bureau of the U.S. Department of the
Treasury on August 9, 1989, and has four regional offices located
in Jersey City, Atlanta, Dallas, and San Francisco.  OTS is funded
by assessments and fees levied on the institutions it regulates.

Washington Mutual offered to buy the bank for $6.45 billion, 89%
of which is to be paid in WM stock.  

Providian Financial is holding a special shareholders' meeting on
Aug. 31 to vote on the transaction.  Assuming Providian receives
shareholder approval at that meeting, the transaction should close
on Oct. 1, 2005.

"This timely regulatory approval moves us another step closer to
completing the Providian acquisition," said Kerry Killinger,
Washington Mutual chairman and chief executive officer.  "The
transaction is expected to be completed in time for Providian
shareholders to be eligible to receive the next Washington Mutual
quarterly cash dividend, as declared by our Board."

Based on Washington Mutual's Board's past practice, this cash
dividend would be expected to have a record date around the end of
October 2005.  Mr. Killinger added: "We continue to be very
pleased with our ongoing integration planning efforts and look
forward to having Providian join the Washington Mutual family."

With a history dating back to 1889, Washington Mutual --
http://www.wamunewsroom.com/-- is a retailer of financial  
services that provides a diversified line of products and services
to consumers and commercial clients.  At June 30, 2005, Washington
Mutual and its subsidiaries had assets of $323.53 billion.  
Washington Mutual currently operates more than 2,400 retail
banking, mortgage lending, commercial banking and financial
services offices throughout the nation.  

San Francisco-based Providian Financial is a leading provider of  
credit cards to mainstream American customers throughout the U.S.  
By combining experience, analysis, technology and outstanding  
customer service, Providian seeks to build long-lasting  
relationships with its customers by providing products and  
services that meet their evolving financial needs.

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2005,
Fitch Ratings affirmed the ratings of Washington Mutual, Inc. at
'A/F1' with a Stable Outlook, and its banking subsidiaries and has
placed Providian Financial Corp., rated 'B+/B' with a Positive
Outlook, and its subsidiaries on Rating Watch Positive.

These ratings are placed on Rating Watch Positive:

   Providian Financial Corp.

     -- Senior debt at 'B+';
     -- Short-term debt at 'B';
     -- Support at '5';
     -- Individual at 'D'.

   Providian National Bank

     -- Long-term deposits at 'BB';
     -- Senior debt at 'BB-';
     -- Subordinated debt at 'B+';
     -- Short-term deposits at 'B';
     -- Short-term debt at 'B';
     -- Individual at 'C/D';
     -- Support at '5'.

   Providian Capital I

     -- Trust-preferred at 'B-'.

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service has put on review for possible upgrade
the parent company ratings of Providian Financial Corporation's
senior unsecured at B2.  The rating agency also affirmed the
ratings and stable outlook for Providian's principal operating
subsidiary, Providian National Bank's Deposits at Ba2.  

The ratings placed on review for possible upgrade:

   -- Providian Financial Corporation

      * the B2 rating for senior unsecured debt

   -- Providian Capital I
   
      * the Caa1 rating for trust preferred securities

   -- Providian Financing I, II, III & IV

      * the (P)Caa1 shelf ratings for trust preferred securities

The ratings affirmed are:

   -- Providian National Bank

      * deposits at Ba2/NP, other senior obligations and issuer
        rating at Ba3, financial strength rating at D, ratings
        outlook at stable.


RISK MANAGEMENT: Retains Finley & Buckley as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, gave Risk Management Alternatives, Inc., and its
debtor-affiliates permission to employ Finley & Buckley, PC, as
their special counsel, nunc pro tunc to July 7, 2005.

Finley & Buckley will serve as the Debtors' primary regulatory
compliance counsel and represent them in Fair Debt Collection
Practices Act matters and related litigation.

The Debtors chose Finley & Buckley because of their long-standing
professional relationship with the Firm.  The Debtors do not want
to lose the knowledge and expertise the Firm has developed over
the past six years regarding their operations.

Finley & Buckley will bill the Debtors at the Firm's customary
hourly rates:

         Designation                     Hourly Rate
         -----------                     -----------
         Partners                            $325
         Associates                          $275
         Legal Assistants                    $155
         Law Clerks                          $155

The Firm's records show that it received approximately $433,050
during the preceding twelve months from the Debtors for legal
services rendered and expenses incurred.  In addition, The Debtors
owe the Firm $91,366 as of July 7, 2005, for unpaid fees and
expenses.

To the best of the Debtors' knowledge, Finley & Buckley holds no
interest adverse to the Debtors or their estates.

Headquartered in Atlanta, Georgia, Finley & Buckley, PC
-- http://www.finbuck.com/-- provides litigation services to its  
clients in both the general litigation and workers' compensation
areas.  The Firm primarily handles claims involving personal
injury and casualty, product liability, consumer fraud and
commercial litigation involving business torts, nursing home
litigation, corporate transactions, collection matters, contract
and business disputes, defamation, and technology.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial   
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


RITE AID: Kevin Twomey Replaces John Standley as CFO
----------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) reported that Kevin Twomey,
Rite Aid Senior Vice President and Chief Accounting Officer, has
been named Acting Chief Financial Officer, effective immediately.   
He takes over CFO responsibilities from John Standley, who has
resigned from Rite Aid to become Chief Executive Officer of
Pathmark Stores, Inc.

Mr. Twomey, 55, joined Rite Aid in 2000 as Senior Vice President
and Chief Accounting Officer.  In this position, his
responsibilities included accounting, financial reporting, all
treasury functions and investor relations.  Prior to Rite Aid, Mr.
Twomey served as senior vice president, finance and control for
Fleming Companies, Inc., a food marketing and distribution
company.  He joined Fleming in 1989 after 17 years with Deloitte &
Touche, where he was a partner.

As Acting CFO, Mr. Twomey will report to Mary Sammons, Rite Aid
President and Chief Executive Officer.  He will oversee
accounting, financial reporting, treasury, tax, investor relations
and other responsibilities to be assigned by the CEO.  He retains
his position as Senior Vice President and Chief Accounting
Officer.

"Kevin has been an important and valuable member of our team from
the day he joined Rite Aid, and his finance skills, strong
relationships with analysts and investors and accounting
experience will serve us well as he takes on this new
responsibility," Mr. Sammons said.  "We wish John all the best as
he pursues his desire to become a CEO and thank him for the
significant contributions he's made to Rite Aid in the last six
years."

Mr. Standley, 42, joined Rite Aid in December 1999 as Chief
Financial Officer.  He served most recently as Rite Aid's Senior
Executive Vice President, Chief Administrative Officer and Chief
Financial Officer.

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the
nation's leading drugstore chains with annual revenues of
$16.8 billion and approximately 3,400 stores in 28 states and the
District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Standard & Poor's Ratings Services revised its outlook on Rite Aid
Corp. to negative from stable.  Ratings on the Harrisburg,
Pennsylvania-based drug retailer, including the 'B+' corporate
credit rating, were affirmed.

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes.  Fitch rates Rite Aid:

   -- $1.7 billion senior unsecured notes 'B-';
   -- $800 million senior secured notes 'B';
   -- $1.4 billion bank facility 'B+.'

Fitch said the rating outlook is stable.


ROBEWORKS INC: Files for Chapter 11 Protection in C.D. California
-----------------------------------------------------------------
Robeworks Inc., a subsidiary of Vencor International, Inc.
(OTC: VNCO), files for chapter 11 protection in the U.S.
Bankruptcy Court in the Central District of California, Los
Angeles Division, on Aug. 24, 2005, in order to reorganize its
business.

The Company has been burdened with financial claim and loss of
valuable time dealing with undisclosed liabilities of employee
sexual harassment and numerous outstanding debts from domestic and
overseas vendors.  These debts, the Debtor said, have been
inherited from the previous owners.

Under its reorganization plan, Robeworks will settle all
outstanding liabilities and debts for a mutually agreed upon
amount.  

Capital not being used for bad debt will be used to expedite the
fulfillment of customer orders.  Thus, Vencor says, its return on
assets will begin to show a profit.  With the settlement of old
debt, the company will be able to progress and focus all its time
on the growth of the business.  

"Management views this as an excellent opportunity for Robeworks
Inc. to start anew and utilize all its efforts and resources to
increase sales and production," the Company said in a press
release last week.  "Our plan is to revamp the company's financial
structure.  Vencor and Robeworks team are committed to achieving
these goals."

David Harkham, CEO, stated, "The road to recovery and
profitability is a reality and has already begun.  We will solve
all the pressing hindering problems, feed on opportunities, and
build on strength.

"Vencor/Robeworks will come out of this and forge an alliance that
will promote brand recognition, success, and profitability.  Our
goal will be achieved by concentrating and prioritizing our
efforts.  Our ultimate objective is to build on and around the
core business and through acquisition of compatible companies.  
Once we move from the defensive position to being totally
efficient and properly capitalized our future is positive and
unlimited."

Headquartered in Los Angeles, California, Robeworks Inc. --
http://www.robeworks.com/-- designs and manufactures luxurious  
bathrobes specifically for the luxury hotel and spa markets.  The
Company filed for chapter 11 protection on Aug. 24, 2005 (Bankr.
C.D. Calif. Case No. 05-29275).  Robert B. Shanner, Esq., at
Shanner & Shanner, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated between $1 million to $10 million in assets and
debts.


ROBEWORKS INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Robeworks Inc.
        aka Turtle Wear Inc.
        1545 Newton Street
        Los Angeles, California 90021

Bankruptcy Case No.: 05-29275

Type of Business: The Debtor designs and manufactures luxurious
                  bathrobes specifically for the luxury hotel
                  and spa markets. See http://www.robeworks.com/

Chapter 11 Petition Date: August 24, 2005

Court: Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Robert B. Shanner, Esq.
                  Shanner & Shanner
                  3200 Fourth Avenue, Suite 203
                  San Diego, California 92103
                  Tel: (619) 232-3057

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Norman Solomon                                        $1,800,000
929 East 2nd St., Ste. 101
Los Angeles, CA 90012

GLJ Holdings LLC              Loan                      $850,000
1611 West Rosecrans Avenue
Gardena, CA 90249

New River Industries Inc.     Trade debt                $192,469
6540 Viscoe Road
Radford, VA 24141

Quick Feat                    Trade debt                $104,000

Milliken & Co.                Trade debt                 $69,970

United Parcel Service         Trade debt                 $40,250

G&G Multilex Inc.             Trade debt                 $38,959

American International Cos.   Insurance                  $18,362

Federal Express Corporation   Trade debt                 $17,697

AIMS                          Professional Services      $12,000

Coast Pad & Trim              Trade debt                  $8,562

Capital One Services          Trade debt                  $5,956

Deloitte & Touche LLP         Professional services       $5,830

Paxar Americas Inc.           Trade debt                  $2,535

Creditors Adjustment Bureau   Professional services       $2,232

Arrington Publishing                                      $1,770

Commercial Waste Services                                 $1,487

N&G Commerce Center                                       $1,407

Evergreen Cleaning System                                 $1,000    
         
Robert Joyce Hill             Sexual harassment          Unknown


RUSSELL-STANLEY: Files Schedules of Assets and Liabilities
----------------------------------------------------------          
Russell-Stanley Holdings, Inc., and its debtor-affiliates
delivered their Schedules of Assets and Liabilities to the U.S.
Bankruptcy Court for the District of Delaware, disclosing:

   1) Russell-Stanley Holdings, Inc.:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property          
   B. Personal Property            $57,941,000
   C. Property Claimed
      As Exempt
   D. Creditor Holding                             $75,975,707
      Secured Claim                
   E. Creditors Holding Unsecured
      Priority Claims
   F. Creditors Holding Unsecured                  $27,938,956
      Nonpriority Claims           
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------    ------------
      Total                        $57,941,000    $103,914,663
   
   2) Russell-Stanley Corp.:
   
      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 $9,831,976
   B. Personal Property            $40,967,073
   C. Property Claimed
      As Exempt
   D. Creditor Holding                             $76,052,748
      Secured Claim                                
   E. Creditors Holding Unsecured                     $116,951
      Priority Claims                                 
   F. Creditors Holding Unsecured                  $33,058,232
      Nonpriority Claims                            
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------    ------------
      Total                        $50,799,049    $109,227,931
   
   3) Container Management Services, Inc.:
   
      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 
   B. Personal Property            
   C. Property Claimed
      As Exempt
   D. Creditor Holding                             $75,975,707
      Secured Claim                                
   E. Creditors Holding Unsecured                     
      Priority Claims                                 
   F. Creditors Holding Unsecured                  $61,146,955
      Nonpriority Claims                            
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------    ------------
      Total                                 $0    $137,122,762  
   
   4) Russell-Stanley, Inc.:
     
      Name of Schedule               Assets       Liabilities
      ----------------               ------       -----------
   A. Real Property                  $1,439,167
   B. Personal Property            $127,387,194
   C. Property Claimed
      As Exempt No
   D. Creditor Holding                            $75,975,707
      Secured Claim                                
   E. Creditors Holding Unsecured                     $51,864
      Priority Claims                                 
   F. Creditors Holding Unsecured                 $30,020,235
      Nonpriority Claims                            
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   ------------   ------------
      Total                        $128,826,361   $106,047,806
   
   5) RSLPCO, Inc.:
    
      Name of Schedule               Assets       Liabilities
      ----------------               ------        -----------
   A. Real Property                  
   B. Personal Property            
   C. Property Claimed
      As Exempt No
   D. Creditor Holding                            $75,975,707
      Secured Claim                                
   E. Creditors Holding Unsecured                    
      Priority Claims                                 
   F. Creditors Holding Unsecured                 $27,967,689
      Nonpriority Claims                            
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------    ------------
      Total                                 $0    $103,943,396
   
   6) Russell-Stanley, L.P.:
   
      Name of Schedule               Assets       Liabilities
      ----------------               ------       -----------
   A. Real Property                   $718,237
   B. Personal Property            $55,103,785
   C. Property Claimed
      As Exempt No
   D. Creditor Holding                            $75,975,707
      Secured Claim                                
   E. Creditors Holding Unsecured                    
      Priority Claims                                 
   F. Creditors Holding Unsecured                 $32,868,030
      Nonpriority Claims                            
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------    ------------
      Total                        $55,822,022    $108,843,737
   
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.  As of
Aug. 24, 2005, the Debtors estimated total assets of $293,388,432
and total debts of $669,100,295.


S-TRAN HOLDINGS: Wants DIP Loan & Cash Collateral Use Extended
--------------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to obtain more funds
from LaSalle Business Credit, LLC, through a secured post-petition
financing facility.  The Debtors also want continued access to
cash collateral securing repayment of debt obligations to LaSalle
and American Capital.

The Debtors' DIP financing and authorization to use cash
collateral expired on Aug. 12, 2005.  S-Tran Holdings wants the
DIP financing and the use of the encumbered fund extended until
Nov. 11.

                        Prepetition Debt

The Debtors owe LaSalle, under a senior secured credit facility:

   a) a term loan of approximately $4,100,000;
   b) a revolver with an outstanding balance of $4,200,000; and
   c) certain letters of credit issued in favor of Protective
      Insurance for $3,500,000.

The Debtors also owe $7.5 million to American Capital Financial
Services, Inc., as agent for American Capital Strategies, Ltd.,
and ACS Funding Trust I.

                     Postpetition Financing

On June 14, 2005, the Court gave the Debtors authority to obtain
approximately $9 million in secured postpetition financing from
LaSalle.  At the same time, the Debtors were also given permission
to use their lenders' cash collateral.

The DIP loan is secured by interests in all of the Debtors'
presently owned and after-acquired personal property and
prepetition collateral.  In addition, LaSalle was granted a
superpriority administrative claim.

To provide the lenders with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of their
collateral, the Debtors grant LaSalle and American Capital  
replacement liens to the same extent, validity and priority as the
prepetition lien.

As previously reported, S-Tran recently concluded the sale of its
personal property.  The Court authorized S-Tran to pay the
$8,780,000 net proceeds from the sale to LaSalle.

                   Additional Financing

The Debtors have reached an agreement with LaSalle and American
Capital for the extension of the postpetition financing and the
use of the cash collateral in accordance with a proposed weekly
budget through Nov. 11:

                                     Week Ending
                                     -----------
                  Sept. 2    Sept. 9    Sept. 16    Sept. 23    Sept. 30
                  -------    -------    --------    --------    --------
  Total Cash                    
  Receipts        $175,000  $150,000    $160,000    $125,000    $120,000
  
  Total
  Payroll        $25,693     $25,693     $35,219     $25,094     $21,983
  
  Total
  Disbursement   $119,443    $98,443    $129,590     $33,094     $51,233
  
  
                 Oct. 7     Oct. 14    Oct. 21    Oct. 28    Nov. 4    Nov.  11
                 ------     -------    -------    -------    ------    --------
  Total Cash    $120,000   $170,000   $115,000   $115,000   $245,000   $100,000
  Receipts
  
  Total
  Payroll       $20,277    $27,862     $36,812    $13,079    $13,079    $70,400        
  
  Total
  Disbursement  $32,027    $38,362     $48,812    $18,079    $23,579    $18,400
  

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SCIENTIFIC GAMES: Extends 6-1/4% Exchange Offer Until Tomorrow
--------------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) extended the
expiration date of its offer to exchange an aggregate principal
amount of up to $200,000,000 of its new 6-1/4% Senior Subordinated
Notes due 2012 for an equal amount of its old 6-1/4% Senior
Subordinated Notes due 2012.  The exchange offer will now expire
at 5:00 p.m., New York City time, tomorrow, Aug. 30, 2005 (unless
further extended), to allow holders of the outstanding Old Notes
to tender in the exchange offer.

Scientific Games was advised by Wells Fargo Bank, N.A., the
exchange agent for the exchange offer, that, as of 5:00 p.m., New
York City Time, on Aug. 25, 2005, a total of $197,500,000
aggregate principal amount of Old Notes were tendered pursuant to
the offer, representing approximately 98.75% of the aggregate
principal amount of Old Notes outstanding.

Except for the extension of the expiration date and as set forth
below, all of the other terms of the exchange offer remain as set
forth in the prospectus dated July 21, 2005, and the related
letter of transmittal.  Holders who have validly tendered Old
Notes prior to 5:00 p.m., New York City time, on Aug. 25, 2005,
and any other holders of Old Notes who tender prior to the
extended expiration date, will not be permitted to withdraw their
Old Notes.  Copies of the prospectus and the related letter of
transmittal may be obtained from Wells Fargo Bank, N.A., which is
serving as exchange agent for the exchange offer, at:

               Wells Fargo Bank, N.A.
               Corporate Trust Operations
               MAC N9303-121
               6th & Marquette Avenue
               Minneapolis, MN 55479
               Tel: (800) 344-5128
               Fax: (612) 667-6282
               
Scientific Games Corporation -- http://www.scientificgames.com/--  
is a leading integrated supplier of instant tickets, systems and
services to lotteries, and a leading supplier of wagering systems
and services to pari-mutuel operators.  It is also a licensed
pari-mutuel gaming operator in Connecticut and the Netherlands and
is a leading supplier of prepaid phone cards to telephone
companies.  Scientific Games' customers are in the United States
and more than 60 other countries.

                        *     *     *

The Company's 6-1/4% senior subordinated notes due 2012 carry
Moody's Investors Service's and Standard & Poor's single-B
ratings.


SEA CONTAINERS: Losses Cue S&P to Place Ratings on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sea
Containers Ltd. (BB-/Watch Neg/--) on CreditWatch with negative
implications following ongoing substantial losses at the company's
ferry operations.  As a result, Sea Containers will take actions,
expected to be announced by early October 2005, which will result
in nonrecurring charges.
      
"This will likely further weaken the company's credit profile,
which has already been negatively affected by a $25 million loss
incurred in the first six months of 2005," said Standard & Poor's
credit analyst Betsy Snyder.
     
Ratings on Bermuda-based Sea Containers reflect a relatively weak
financial profile and financial flexibility.  However, the company
does benefit from fairly strong competitive positions in its major
businesses.  Sea Containers is involved in passenger transport
operations and marine cargo container leasing.  It also has a
stake of approximately 25% in Orient-Express Hotels Ltd. (OEH).
Passenger transport is the largest operation, accounting for
around 90% of total revenues (although a smaller percentage of
earnings and cash flow).  This business includes:

   * passenger and vehicle ferry services in the:
     
     -- English Channel,
     -- the Irish Sea, and
     -- the Northern Baltic Sea; and

   * passenger rail service between London and Scotland, GNER
     (Great North Eastern Railway).
     
While Sea Containers is one of the larger ferry participants on
routes it serves, this is a highly competitive business, with
several participants.  GNER operates under a U.K. government
franchise that was renewed on March 22, 2005, for a 10-year period
effective May 1, 2005.  Marine cargo container leasing primarily
includes Sea Containers' share of its 50/50 joint venture with
General Electric Capital Corp., GE SeaCo SRL, one of the larger
marine cargo container lessors in the world.  Leisure investments
include the company's stake in OEH, which owns and/or manages:

   * deluxe hotels,
   * tourist trains,
   * river cruise ships, and
   * restaurants located around the world.

Sea Containers also owns a variety of smaller businesses.
     
To resolve the CreditWatch, Standard & Poor's will review Sea
Containers' third-quarter earnings and the effect of steps taken
to aid the unprofitable ferry operations on the company's credit
profile.  If either is determined to further weaken the company's
credit profile, ratings would be lowered.


SEQUOIA: Increased Credit Support Cues Fitch's Rating Upgrades  
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Sequoia Mortgage
Trust and Sequoia Mortgage Funding Corporation mortgage pass-
through certificates:

   Sequoia Mortgage Trust, Trust 5

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

   Sequoia Mortgage Trust, Trust 6

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

   Sequoia Mortgage Trust, Trust 7

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

   Sequoia Mortgage Trust, Trust 8

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

   Sequoia Mortgage Trust, Trust 9

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

   Sequoia Mortgage Trust, 2004-4

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

   Sequoia Mortgage Trust, 2004-5

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

   Sequoia Mortgage Funding Corporations, 2003-5

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

   Sequoia Mortgage Funding Corporations, 2003-6

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

   Sequoia Mortgage Funding Corporations, 2003-7

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

   Sequoia Mortgage Funding Corporations, 2004-6

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

  Sequoia Mortgage Funding Corporations, 2004-7

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

  Sequoia Mortgage Funding Corporations, 2004-8

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

The affirmations, affecting approximately $5.6 billion outstanding
certificates, reflect a stable relationship between credit
enhancement and future loss expectations.  The upgrades, affecting
$87.4 million outstanding Sequoia Mortgage Trust certificates, are
being taken as a result of low delinquencies and losses as well as
increased credit support levels.  The pools are seasoned from a
range of 11 to 45 months.  The pool factors (current principal
balance as a percentage of original) range from approximately 42%
to 76% outstanding.

The underlying collateral for both the Sequoia Mortgage Trust and
Sequoia Mortgage Funding Corporation transactions consist of prime
adjustable-rate mortgage loans indexed to One-Month LIBOR and Six-
Month LIBOR.  The mortgage term is typically 25 or 30 years with a
3, 5 or 10-year interest-only period.

The Sequoia mortgage loans have generally prepaid at a slower rate
than the industry average for comparably seasoned prime pools.  
Although this has resulted in CE building at a slower rate than
the industry average, losses and delinquencies on the mortgage
loans have been better than initially expected.

The Sequoia Mortgage Trust loans are acquired from various
originators by a subsidiary of Redwood Trust Inc, a mortgage real
estate investment trust that invests in residential real estate
loans and securities.  The master servicers for the above deals
include Cendant Mortgage Corporation and Wells Fargo Bank
Minnesota, which are currently rated 'RPS1' by Fitch, and Morgan
Stanley Dean Witter Credit Corporation, which is not rated by
Fitch.

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


SIX FLAGS: Board Soliciting Bids To Compete with Red Zone Offer
---------------------------------------------------------------
The Board of Directors for Six Flags, Inc. (NYSE: PKS) unanimously
determined to seek proposals from third parties regarding a
possible sale of the company.  The process initiated by the Board
is designed to result in the receipt of full and fair value by all
Six Flags stockholders for all of their shares.

Six Flags intends to pursue a prompt and orderly auction process,
and will invite Red Zone LLC, the investment vehicle managed and
controlled by Daniel Snyder, to participate in the process, should
Mr. Snyder have a serious interest in pursuing an acquisition of
the entire company.

The Board of Directors has also unanimously determined to oppose
Red Zone's attempt to gain effective control of the company
through its previously announced intention to initiate a consent
solicitation and partial tender offer for Six Flags stock, if and
when that consent solicitation and offer are commenced.  If Red
Zone commences a consent solicitation, the Board urges Six Flags
stockholders not to sign any consent form they may receive from
Red Zone and will request that stockholders revoke any consent
they may give.

"The Board believes that initiating a sale process at this time is
the best way to deliver full and fair value to all Six Flags
stockholders, particularly in light of the recent strong, broad-
based performance of Six Flags' parks and the proposed actions by
Red Zone, which is seeking to acquire effective control of the
Company without providing value to all stockholders," Michael
Gellert, presiding independent director of Six Flags' Board of
Directors, said.  "Whether or not Red Zone participates in our
auction process, we certainly hope it will not take any action
which would impede our ability to maximize value for all
stockholders."

Kieran Burke, chairman and CEO of Six Flags, said, "Our management
team continues to implement a comprehensive strategy for improving
performance based on investment in new attractions, enhanced guest
services, and a well-received marketing campaign.  We have seen
strong evidence of the soundness of this strategy with sharply
improved performance this year, evidenced by our improved revenues
and attendance during the second quarter, and year to date park
revenues pacing ahead of prior year at virtually all of our parks.  
We will remain focused on continuing this momentum as we conduct
the sale process and head into the last part of our peak summer
season."

The Company noted that there can be no assurance that any sale or
other transaction will result from this effort or as to the terms
thereof.

Lehman Brothers and Allen & Company LLC are serving as financial
advisors to Six Flags.  Weil, Gotshal & Manges LLP is serving as
legal advisor to Six Flags, and Skadden, Arps, Slate, Meagher &
Flom LLP is serving as legal advisor to Six Flags' independent
directors.

Six Flags, Inc. is the world's largest regional theme park
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2005,  
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Six Flags Inc.'s privately placed, Rule 144A $195 million add-on
to its 9.625% senior notes due 2014. Proceeds from the offering
will be used to redeem the company's 9.5% senior notes due 2009.
At the same time, Standard & Poor's affirmed its ratings for the
company, including the 'B-' corporate credit rating.  The rating
outlook is stable.  The Oklahoma City, Oklahoma-based operator of
30 regional theme parks had total debt and preferred stock of
$2.4 billion as of Sept. 30, 2004.

"The rating reflects Six Flags' high debt leverage, disappointing
operating performance trends, and slightly negative discretionary
cash flow, despite lower capital spending," said Standard & Poor's
credit analyst Hal F. Diamond.


SIX FLAGS: S&P Places B- Corporate Credit Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Six Flags
Inc., including its 'B-' corporate credit rating, on CreditWatch
with developing implications.  The CreditWatch listing follows the
company's announcement that it is seeking proposals from third
parties regarding a possible sale of the company.  The Oklahoma
City, Oklahoma-based operator of 30 regional theme parks had total
debt and preferred stock of $2.6 billion, including $155 million
of seasonal debt, as of June 30, 2005.
     
Developing implications suggest that ratings could be affected
either positively or negatively, depending on the credit profile
of Six Flags following a potential transaction.
     
"An acquisition of Six Flags by a strategic buyer with a stronger
credit profile could result in an upgrade, while an acquisition by
a private equity company, resulting in higher financial risk,
could result in a downgrade," said Standard & Poor's credit
analyst Hal F. Diamond.
     
The completion and timing of a transaction remain uncertain.  In
resolving its CreditWatch listing, Standard & Poor's will continue
to monitor developments associated with the company's sale
process.


SOLUTIA INC: Roux Associates Holds $1.5M Allowed Unsecured Claim
----------------------------------------------------------------
Prior to December 29, 1998, Solutia, Inc., owned all issued and
outstanding shares of Class A Common Stock of its subsidiary,
Solutia Management Company.  Monchem International, Inc., another
subsidiary of Solutia, owned all of the issued and outstanding
shares of SMC's Class B Preferred Stock.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells the U.S. Bankruptcy Court for the Southern District of New
York that on December 29, 1998, pursuant to a Class B
Preferred Stock Purchase Agreement, Roux Associates, Inc.,
purchased from Monchem all of the issued and outstanding shares
of SMC's Class B Preferred stock.  Concurrently, Solutia, SMC and
Roux entered into a SMC Shareholders Agreement, pursuant to which
Roux has a right to "put" all of its Class B Preferred Stock to
SMC "at any time, and for any reason, after December 1, 2003."
The Shareholder Agreement capped the "put" price at $1,500,000.

Roux has filed three claims against the Debtors:

    Claim No.     Amount      Nature of Claim
    ---------     ------      ---------------
      4565        $7,581      Retainage fees for Nov. & Dec. 2003
      4566        36,979      Accounts receivable
      4567     1,500,000      Liquidation price for Class B
                                Preferred Stock pursuant to the
                                Shareholders Agreement

Mr. Cieri notes that although the documentation supporting Claim
No. 4567 discloses that it is based on a contractual relationship
among Roux, SMC and Solutia, Roux filed that claim only against
SMC.  The Bar Date, Mr. Cieri continues, precludes Roux from
asserting that claim against Solutia unless Roux gets permission
from the Court to do so.

Solutia, SMC, and Roux agree that the proper amount of Claim No.
4567, if allowed, would be $1,500,000.  However, Solutia and SMC
contend that they have good grounds to object to Claim No. 4567.
Furthermore, Solutia and SMC believe that they have grounds to
reject any contracts on which Claim No. 4567 is based.  Roux
disputes these contentions.

To resolve their differences, the parties entered into a
settlement, pursuant to which they agree that:

    a. Roux will withdraw Claim No. 4565 with prejudice;

    b. Claim No. 4566 will be allowed for $36,699 against Solutia
       only;

    c. Claim No. 4567 will be allowed for $1,500,000 against
       Solutia only in exchange for Roux's tendering all of its
       1,000 shares of Class B preferred stock in SMC, and any
       other equity interest Roux may have in SMC, to Solutia.
       Claim No. 4567 will be withdrawn with prejudice against
       SMC;

    d. Roux will in all respects be treated as a creditor of
       Solutia holding general unsecured claims for $1,536,699 and
       will not have any other claims or interests against any
       other direct or indirect subsidiary of Solutia; and

    e. To the extent that the Stock Purchase Agreement, the
       Stockholders Agreement, or any other contract on which Roux
       asserts its filed claims are based are executory contracts
       capable of being rejected pursuant to Section 365 of the
       Bankruptcy Code, they will be deemed rejected.  Solutia,
       SMC and Roux agree that the rejection will not give rise to
       any further claims by Roux against the Debtors.

The Debtors ask the Court to approve the Settlement.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


STATION CASINOS: Issuing $150MM 6-7/8% Senior Subordinated Notes
----------------------------------------------------------------
Station Casinos, Inc. (NYSE: STN) agreed to issue $150 million of
6-7/8% senior subordinated notes due March 1, 2016.  This offering
is an add-on to the $550 million of senior subordinated notes
issued by the Company in February 2004 and June 2005.  The
offering was priced at 102.50 to yield 6.40%.  Proceeds from the
sale of the notes will be used to reduce amounts outstanding on
the Company's revolving credit facility and for general corporate
purposes.

The notes have not been registered under the Securities Act of
1933, as amended and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Act.

Las Vegas, Nevada-based Station Casinos, is the largest owner of
off-Strip casino properties.

                         *     *     *

Moody's Investors Service raised the ratings of Station Casino,
Inc. and affirmed the company's SGL-2 speculative grade
liquidity rating.  Moody's also assigned a Ba3 rating to Station's
$150 million add-on to its existing 6-7/8% senior subordinated
notes due 2016.

These ratings were raised:

   -- Corporate family rating, to Ba1 from Ba2;

   -- $450 million 6% senior notes due 2012, to Ba2 from Ba3;

   -- $450 million 6 1/2% senior subordinated notes due 2014,
      to Ba3 from B1; and

   -- $350 million 6 7/8% senior subordinated notes due 2016,
      to Ba3 from B1.

This new rating was assigned:

   -- $150 million 6 7/8% senior subordinated note add-on
      due 2016 -- Ba3.

This rating was affirmed:

   -- Speculative grade liquidity rating, at 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.


TENET HEALTHCARE: Non-Filing of Financials Prompt Default Notice
----------------------------------------------------------------
Tenet Healthcare Corporation received a notice of default from
holders of $139,850,000 principal amount of Tenet's outstanding
6-7/8% Senior Notes due 2031, representing a total of $450,000,000
principal of the Notes is outstanding, on Aug. 25, 2005.

The notice, delivered pursuant to the terms of the Indenture
governing the Notes, asserts that Tenet's failure to timely file
with the Securities and Exchange Commission its quarterly report
for the quarter ended June 30, 2005, under Form 10-Q, and to
provide a copy of the filed 10-Q to the Trustee under the
Indenture within fifteen days of the filing deadline of Aug. 9,
2005, constitutes a default under Section 704 of the Indenture.  
The effect of the notice is to commence a 90-day cure period,
extending through Nov. 23, 2005, during which time the company
avoids an event of default by filing the Form 10-Q.

The company believes that it will be able to cure the default by
filing the 10-Q within the 90-day cure period.  If the default is
not cured by that time, the Bondholders may declare the principal
amount of the Notes to be due and payable immediately by giving
written notice to the company and the Trustee.  That action could
trigger a cross default under the company's other outstanding bond
issuances.  

As reported in the Troubled Company Reporter on Aug. 4, 2005,
developments arising out of a previously disclosed SEC
investigation will most likely cause a delay in the filing of the
company's Form 10-Q for the second quarter 2005, the Company
disclosed last month.  These developments arise out of allegations
made by a former Tenet employee that inappropriate contractual
allowances for managed care contracts may have been established at
three California hospitals through at least 2001.  The audit
committee of the Company's board of directors has asked its
independent outside counsel to review these allegations and
examine whether similar issues may have affected other Tenet
hospitals.  While the company cannot provide assurances until the
investigation has been completed, it does not believe the ultimate
findings will have a material impact on its financial position or
its 2004 or 2005 results of operations.  

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services. Tenet's hospitals aim to provide
the best possible care to every patient who comes through their
doors, with a clear focus on quality and service.  

At June 30, 2005, Tenet Healthcare's balance sheet showed a  
$1.8 billion stockholders' deficit, compared to a $1.7 billion
deficit at Dec. 31, 2004.


TFS ELECTRONIC: Section 341 Meeting Slated for Sept. 27
-------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of TFS
Electronic Manufacturing Services, Inc.'s creditors at 3:00 p.m.
on Sept. 27, 2005, at the Office of the U.S. Trustee, 230 North
First Avenue, Suite 102, in 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 Redmond, Washington, TFS Electronic Manufacturing
Services, Inc. -- http://www.tfsc.com/--  is an electronics  
manufacturing services facility that specializes in New
Product Introduction services, prototype development and low to
medium-volume manufacturing.  The Company is a subsidiary
of Three-Five Systems.  The Debtor filed for chapter 11 protection
on August 19, 2005 (Bankr. D. Ariz. Case No. 05-15403).  John R.
Clemency, Esq., at Greenberg Traurig LLP represents the Debtor in
its restructuring efforts.  When the Debtors filed for protection
from its creditors, it estimated assets between $1 million to $10
million and debts between $10 million to $50 million.


TFS ELECTRONIC: Wants to Access $2.5 Million DIP Financing
----------------------------------------------------------
TFS Electronic Manufacturing Services, Inc., asks the U.S.
Bankruptcy Court for the District of Arizona for permission to
obtain $2.5 million of unsecured, superpriority post-petition
financing from Three-Five Systems, Inc.  Pending a final order for
the entire DIP loan amount, the Debtor asks the Court to access up
to $1.2 million on an interim basis.

The Debtor tells the Court that its ordinary course business
operations have generated negative cash flow.  Without fresh
capital, it can't sustain operations while in chapter 11, thus
losing the going concern value of its estate.  

TFS says it's really fortunate for the company to have found a
lender which is willing to lend money on an unsecured basis.

The loan will carry a 5% interest rate for six months.  The DIP
loan will have superpriority status, subject to a limited carve-
out of $300,000 for the Debtor's bankruptcy professionals and
$100,000 for the Official Committee of Unsecured Creditors'
bankruptcy experts.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Koriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protections from its creditors, it
estimated assets between $1 million to $10 million and estimated
debts between $10 million to $50 million.


TOWER AUTOMOTIVE: Court Okays General Motors' Settlement Pact
-------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York approved a Global Compromise and
Settlement agreement between Tower Automotive Inc. and General
Motors.  

Albert Togut, Esq., at Togut, Segal & Segal LLP, relates that the
prepetition relationship between Tower and GM is defined by a
series of interrelated documents and industry courses of dealing,
including:

   -- blanket purchase orders that identify parts that the
      Debtors agreed to produce and the price, but is silent on
      quantities and delivery terms;

   -- General Motor's General Terms and Conditions; and

   -- the releases issued by General Motors to periodically
      specify the quantity of parts to be shipped and the terms
      of delivery.

Following months of negotiations to resolve various disputes, the
Debtors and General Motors reached a comprehensive global
settlement of all claims between them relating to the Debtors'
North American operations in connection with the Purchase Orders,
by entering into a series of new agreements that will facilitate
the Debtors' successful reorganization.  The settlement, Mr.
Togut explains, will be implemented through:

   (x) various agreements for the Debtors' postpetition supply of
       component parts to General Motors;

   (y) payment by General Motors of prepetition payables owed to
       the Debtors; and

   (z) the sale of certain of the Debtors' assets to General
       Motors at the conclusion of the Debtors' production run.

The Debtors asked the Court to:

   (a) approve their global compromise and settlement of claims
       with General Motors;

   (b) authorize the sale of assets to General Motors, free and
       clear of liens, claims, and interests of third parties;
       and

   (c) modify the automatic stay.

The Global Compromise and Settlement was filed under seal for the
Court's in camera review.  The documents contain detailed
information about the relationship between the Debtors and
General Motors and specific references to confidential
information from the GM Agreements, including pricing and related
terms negotiated by the parties.

"The automotive industry is highly competitive and many of the
[parties-in-interest] in these cases are direct competitors or
customers of the Debtors and [General Motors]," Mr. Togut
explained.  "If the information contained in the GM Agreements is
disclosed pursuant to a public filing, the Debtors' competitors
and customers would gain access to specific confidential and
commercial information related to the Debtors' business
relationship with [General Motors]."

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Court Okays Steel Supply Pact & Cure Payment
--------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York authorized Tower Automotive Inc.
and its debtor-affiliates to pay National Material L.P. $7,491,000
to fully satisfy all its cure claims.  Judge Gropper also allowed
the Debtors to assume the Steel Supply Agreement with National
Material.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
related that Tower Automotive Inc. and its debtor-affiliates spent
approximately $900 million on steel purchases for their North
American operations in 2004.

Steel is the primary raw material in most of the products
manufactured by the Debtors.  Thus, the ability to insulate
against steel price fluctuations and to ensure a reliable supply
of steel, Mr. Cantor explains, is essential to the Debtors'
business and to their ability to stabilize their cash flows.

In 2003, the Debtors entered into a long-term agreement with
National Material L.P., wherein National Material provides three
different types of processed steel used by the Debtors to
manufacture frames for four different Nissan vehicle models.  The
Steel Supply Agreement allows the Debtors to save approximately
$20 million through the end of 2006.

The Debtors believe that very few steel processing companies have
the capacity or infrastructure to support the steel supply
network required for the Debtors' Nissan production.  The
Debtors, Mr. Cantor says, do not intend to rely on a series of
smaller, regional steel processors to do the work.

According to Mr. Cantor, National Material is one of the Debtors'
best and most reliable steel supplier.  Since the inception of
the Steel Supply Agreement, National Material has consistently
met and exceeded the Debtors' quality and on-time delivery
requirements.

The Debtors and National Material have agreed that the cure cost
related to the assumption of the Steel Supply Agreement is $7.491
million.  Of this amount, National Material will be able to
assert set-off and reclamation claims for approximately $900,000.
Therefore, the true "cost" of paying the $7.491 million Cure
Claim is approximately $6.6 million.

Mr. Cantor informed Judge Gropper that if the Debtors assume the
Steel Supply Agreement, National Material will:

   (a) provide the Debtors with significantly better trade terms;

   (b) restore the 60-day trade terms under the Agreement, which
       will improve the Debtors' liquidity position by more than
       $10 million over the next few months, on a permanent going
       forward basis; and

   (c) pay the Debtors the full amount of approximately
       $2 million in rebates at issue.

The Debtors do not waive any material avoidance actions against
National Material by their decision to assume the Steel Supply
Agreement.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and        
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Commercial Agreements with Trim Trends Approved
-----------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York for
authority to enter into certain agreements relating to Trim
Trends, as necessary for their business operations.

On May 17, 2005, Trim Trends Co., LLC, one of the Debtors' key
suppliers, filed for bankruptcy in the United States Bankruptcy
Court for the Eastern District of Michigan.  To ensure access to
the financing necessary to support ongoing production of component
parts at Trim Trends, the Debtors had to negotiate various
agreements relating to Trim Trends' bankruptcy and the supply of
component parts.

According to Frank A. Oswald, Esq., at Togut, Segal & Segal LLP,
the related documents contain detailed information about the
Debtors' relationship with Trim Trends and specific references to
confidential information from their Agreements, including pricing
and credit terms.

The Debtors have sought and obtained Court authority to file
pertinent documents under seal so that their competitors and
other customers would not gain access to information that might
potentially prejudice the Debtors' commercial relationships and
bargaining power with other suppliers.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  


TRICOM S.A.: Posts $20.8 Million Net Loss in Second Quarter
-----------------------------------------------------------
Tricom, S.A. (OTC: TRICY) reported consolidated unaudited
financial and operational results for the second quarter and first
six months of 2005.

                    Results of Operations

Operating revenues grew 29 percent to $55.4 million for the 2005
second quarter compared to $43.0 for the 2004 second quarter, and
increased by 31 percent to $110.4 million during the first six
months of 2005 compared to $84.3 million for the first six months
of 2004.  These results reflect the continued improvement of the
Company's core domestic businesses coupled with the appreciation
of the value of the Dominican peso. The revenue growth was driven
by the Company's domestic telephony, mobile, cable and data &
Internet services, offset by slightly lower international long
distance revenues.

Operating losses declined by approximately 35 percent to
$5 million during the 2005 second quarter compared to $7.7 million
during the 2004 second quarter, and by 45 percent to $6.9 million
during the first six months of 2005 compared to $12.6 million for
the first six months of 2004.  The improvement in the Company's
operating performance during the 2005 second quarter and first six
months of the year is attributable to improved margins resulting
from higher operating revenues.

Interest expense increased by 18.6 percent to $16.7 million in the
2005 second quarter, and by 12.6 percent to $33.2 million during
the first half of the year primarily due to currency appreciation
impacting peso-denominated interest bearing indebtedness, as well
as cumulative penalties for debt in arrears. The Company is in
default with respect to its outstanding indebtedness,
approximately $446 million principal amount as of June 30, 2005.

Net loss totaled $20.8 million for the 2005 second quarter, and
$40.1 million for the first six months of the year.

                        CEO Resigns

On June 16, 2005, the Company announced that former Chief
Executive Officer (CEO) and President Carl Carlson left the
Company.  The Company's Board of Directors selected Hector Castro
Noboa, Secretary and Vice-Chairman of the Board of Directors, to
succeed Mr. Carlson as CEO. Mr. Carlson continues to work with the
Company in a consulting role.

                      GECC Settlement

On July 27, 2005, the Company reached a settlement with General
Electric Credit Corporation of Tennessee and General Electric
Capital Corporation of Puerto Rico with respect to claims arising
from the Company's alleged breach of a lease agreement due to
early termination in December 2003.  As part of the settlement,
the Company has signed a 7-year $6 million 9% per annum promissory
note payable in monthly installments, with the first year
comprised of interest-only payments and the principal balance
amortized over the remaining 6 years.

                Financial Restructuring Update

The Company understands that certain of its creditors, including
an ad hoc committee of holders of its 11-3/8 percent Senior Notes,
along with GFN Corporation, the Company's majority shareholder,
continue to engage in discussions regarding an agreement on a
consensual financial restructuring of the Company's balance sheet.
The Company's future results and its ability to continue
operations will depend on the successful conclusion of the
restructuring of its indebtedness.

Since these negotiations are ongoing, the value and treatment of
the Company's existing secured and unsecured obligations, as well
as that of the interest of its existing shareholders, is uncertain
at this time.  Even if a restructuring can be completed, the value
of the Company's existing debt securities and instruments is
expected to be substantially less than the current recorded face
amount of such obligations, and investors in the Company's equity
interests, including the American Depository Shares, are expected
to receive little or no value with respect to their investment.

Tricom, S.A. -- http://www.tricom.net/-- is a full service    
communications services provider in the Dominican Republic.  The  
Company offer local, long distance, mobile, cable television and  
broadband data transmission and Internet services.  Through Tricom  
USA, the Company is one of the few Latin American based long  
distance carriers that is licensed by the U.S. Federal  
Communications Commission to own and operate switching facilities  
in the United States.  Through its subsidiary, TCN Dominicana,  
S.A., the Company is the largest cable television operator in the  
Dominican Republic based on its number of subscribers and homes  
passed.  

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 13, 2005,  
Tricom, S.A. reported increases in revenues during the first
quarter of 2005.  The bad news is that recurring losses from  
operations, impacted further by the recognition of impairment  
losses of long-term assets and intangibles and a loss in the  
disposal of the Central America operations, have led the Company  
to default in its long and short-term debt commitments.  These  
situations, among others, the Company says, raise substantial  
doubt about its ability to continue as a going concern.


TRIM TRENDS: Commercial Agreements with Tower Automotive Approved
-----------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York for
authority to enter into certain agreements relating to Trim
Trends, as necessary for their business operations.  

Trim Trends is one of Tower's key suppliers.  To ensure access to
the financing necessary to support ongoing production of component
parts at Trim Trends, Tower had to negotiate various agreements
relating to Trim Trends' bankruptcy and the supply of component
parts.

According to Frank A. Oswald, Esq., at Togut, Segal & Segal LLP,
Tower's counsel, the related documents contain detailed
information about the Debtors' relationship with Trim Trends and
specific references to confidential information from their
Agreements, including pricing and credit terms.  Tower sought and
obtained Court authority to file pertinent documents under seal so
that their competitors and other customers would not gain access
to information that might potentially prejudice the Debtors'
commercial relationships and bargaining power with other
suppliers.

As reported in the Troubled Company Reporter on July 18, 2005,
Trim Trends has obtained post-petition financing from GMAC
Commercial Finance LLC.

Headquartered in Farmington Hills, Michigan, Trim Trends Company,  
LLC -- http://www.trimtrendsco.com/-- manufactures automobile     
and light truck component parts for both original equipment  
manufacturers and Tier 1 suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.  
E.D. Mich. Case No. 05-56108).  Joseph M. Fischer, Esq., at Carson  
Fischer, P.L.C., represents the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed total assets of $65 million and total  
liabilities of $81 million.


UNICAL INT'L: Ch. 7 Trustee Gets Court Nod to Hire ASK Financial
----------------------------------------------------------------
Timothy Yoo, the Chapter 7 Trustee overseeing the liquidation of
Unical International Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the Central District of California, Los
Angeles Division, to retain, employ and compensate ASK Financial
as his special litigation counsel.  The Trustee wants ASK to
handle the analysis and recovery of preference and certain other
avoidance actions.

As previously reported in the Troubled Company Reporter on
May 6, 2005, Gregory S. Abrams, Esq., ASK Financial's President
and sole shareholder, will bill the estate $5,000 in analysis
charges.  The firm will also charge a $175 suit fee for each
adversary complaint filed, which will be paid from initial
proceeds recovered.

Headquartered in Los Angeles, California, UNICAL International
Inc. -- http://www.nationaldist.com/-- is an importer, exporter,  
and distributor of products in such categories as housewares,
stationery, babycare, and more. The Company filed for chapter 11
protection on March 4, 2004 (Bankr. C.D. Calif. Case No. 04-
14948).  Martin J. Brill, Esq., at Levene, Neale, Bender, Rankin &
Brill represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million each.  The
Court converted UNICAL's chapter 11 case to a Chapter 7 proceeding
on Nov. 10, 2004 (Bankr. C.D. Calif. Case No. 04- 14948).


UNITED RENTALS: Noteholders Band to Negotiate Consent Offer Terms
-----------------------------------------------------------------
The Ad Hoc Committee of Noteholders of United Rentals, Inc. (NYSE:
URI), has organized in order to negotiate the terms of the consent
solicitation recently proposed by the Company in an effort to cure
its pending financial reporting defaults under the note
indentures.  The Ad Hoc Committee is composed of financial
institutions that collectively hold an aggregate of more than
$800 million of the three issues of the Company's publicly held
senior and senior subordinated notes.

The three note issuances are:

   -- $1 billion of 6-1/2% Senior Notes;
   -- $525 million of 7-3/4% Senior Subordinated Notes; and
   -- $375 million of 7% Senior Subordinated Notes.

Collectively, the Committee holds substantially more than 25% of
each note issue, which is the amount necessary for noteholders to
give notice of an event of default to the Company under the
indentures.

J. Andrew Rahl, Jr. of Anderson Kill & Olick, P.C., counsel to the
Ad Hoc Committee, said: "The Ad Hoc Committee is interested in
pursuing a constructive dialogue for the benefit of all concerned,
but the terms of the consent solicitation as presently proposed
are inadequate.  In addition to improved financial terms, the
Committee will also insist upon enhanced monthly reporting of
unaudited interim financial information going forward from now
until the Company completes its financial restatement."

As reported in the Troubled Company Reporter on Aug. 25, 2005, the
Company solicited 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 Sept. 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.  

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.


UNUMPROVIDENT CORP: S&P Affirms BB+ Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB+'
counterparty credit and financial strength ratings on the
UnumProvident group of companies.  At the same time, Standard &
Poor's affirmed its 'BB+' counterparty credit and senior debt
ratings on UnumProvident Corp.  The outlook on all of the ratings
is stable.
      
"The rating reflects continued challenges in improving
profitability for the company's largest line of business--U.S.
group income protection--somewhat weakened financial flexibility
due to a weak operating performance track record," explained
Standard & Poor's credit analyst Rodney Clark.  "The company
has restored capital adequacy in its major operating subsidiaries
to strong levels but now has somewhat limited access to further
capital that might be needed to manage further surprises or to
support future growth."
     
Despite measures taken to improve profitability of the U.S. group
disability business, this improvement continues to be slow,
although other lines are generally showing stronger results.  As a
result, 2005 will show modest earnings improvement, with operating
margins remaining about 10%.  As the company continues its turn-
around plan, U.S. group and individual sales are expected to
decline by a single digit percentage in 2005, followed by
modest growth in 2006.   Over the next year, if earnings on group
disability show improvement and no additional significant charges
occur, the outlook or ratings may be revised positively.  The
ratings or outlook could be revised negatively if earnings fall
significantly below current levels or if further significant
reserve charges occur.


USG CORP: Joint Discovery Plan Hearing Slated for Sept. 20
----------------------------------------------------------
As directed by U.S. District Court for the District of Delaware,
USG Corporation and its debtor-affiliates, the official committees
and the Legal Representative for Future Claimants exchanged
initial disclosures regarding an appropriate schedule for
conducting discovery, which the parties believe is necessary.

Paul N. Heath, Esq., at Richards, Layton, & Finger, P.A., in
Wilmington, Delaware, informs the District Court that the parties
have been unable to reach an agreement.  However, two competing
proposals have emerged:

   1.  The first is a joint proposal by the Debtors, the Official
       Committee of Equity Security Holders, and the Official
       Committee of Unsecured Creditors; and

   2.  The second proposal was filed by the Official Committee of
       Asbestos Personal Injury Claimants and the Futures
       Representative.

Mr. Heath says that despite the parties' joint filing of the
Discovery Plan with the District Court, they do not agree with
the positions discussed in each competing proposals.

A full-text copy of the parties' Joint Report on Proposed
Discovery Schedules and Deadlines is available for free at:

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

A copy of the Debtors' proposed discovery schedule is available
for free at:

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

                    Overall Discovery Schedule

With respect to the discovery schedule, Mr. Heath relates that
the Debtors approach the process cognizant of the admonition at
the June 13, 2005, District Court hearing that the whole
discovery process should take no more than six months.

To that end, the Debtors propose that all facts and expert
discovery will be completed on April 28, 2006.

Pursuant to the PI Committee and Futures Representative's
proposal, if no discovery is taken of personal injury claimants,
discovery will be complete on Aug. 22, 2006.  If discovery of
the personal injury claimants is permitted, as the Debtors
intend, then the PI Committee and the Futures Representative have
no proposed schedule by which discovery would be complete.

Mr. Heath tells Judge Conti that the Debtors' Proposal is an
aggressive but realistic schedule designed to accommodate the
needs of all parties.

"The [the PI Committee and Futures Representative's] failure to
offer any date for the close of discovery if claimant discovery
is permitted has effectively foreclosed a reasonable meet and
confer process in advance of the joint filing," Mr. Heath says.

Similarly, the other "conditional" negotiating positions of the
PI Committee -- the Aug. 22, 2006, deadline is only proposed on
the condition that the Debtors concede a waiver of the attorney-
client privilege and work product protection -- made it
impossible to meet the District Court's directive that the
parties agree on a joint schedule.

The most significant differences between the discovery plans
proposed by the Debtors and the PI Committee and Futures
Representative relate to:

   (i) the relevance of discovery directed to individual
       claimants in the form of a claimant questionnaire
       requiring production of substantial documents, including:

       * physical exam results;

       * pathology reports;

       * diagnostic tests or reports;

       * laboratory tests;

       * letters or other written statements from a doctor or
         medical clinic;

       * radiographic evaluations;

       * PFT test reports;

       * depositions of the claimant or co-workers;

       * interrogatories or requests for admissions, and
         documents from other third parties like health care
         providers; and

       * the time necessary to accomplish that task;

  (ii) the fact that the PI Committee and the Futures
       Representative have had no significant discovery of the
       Debtors to date and that the Debtors are in possession of
       most of the relevant documents and witnesses; and

(iii) the excessive number of expert witnesses proffered by the
       Debtors, as well as their plan to conduct multiple
       depositions of the same experts, and their proposal to
       conduct those numerous depositions on multiple tracks,
       none of which is warranted and all of which is unduly
       burdensome, costly and unnecessary.

Mr. Heath tells Judge Conti that the Debtors' proposed discovery
schedule is consistent with the Court's suggestion that discovery
be completed within six months.  However, Mr. Heath points out,
the Court's reference to six months was in the context of the
Owens Corning case, which differs markedly in that the Debtors
have not provided substantial documents and other discovery
relating to their asbestos liability as Owens Corning did for
several years prior to its January 2005 estimation hearing.

According to Mr. Heath, all of the dates in the PI Committee and
the Future Representative's discovery plan assume that the
Debtors:

   -- will not be permitted to submit the Questionnaire to
      claimants;

   -- will substantially complete document production by
      October 10, 2005;

   -- make their documents either available in hard copy in New
      York or provide scanned images of all documents to the
      parties;

   -- concede that they have waived the attorney-client privilege
      and the work product doctrine with respect to issues
      relating to their defense and settlement of asbestos-
      related PI claims; and

   -- will not dispute the relevance of the documents requested
      by the PI Committee and the Futures Representative.

                       Document Production

The Debtors propose Sept. 30, 2005, as the last date for
service of requests for production of documents to parties and
subpoenas to third parties, and Oct. 31, 2005, as the last
date for party and third party production of documents in
response to those requests.

Mr. Heath relates that the Debtors are presently in the process
of scanning for production all documents contained in USG
Corporation's asbestos document repository.  The documents, which
will be complete by Aug. 31, 2005, pertain to the composition,
identification and sales of the Debtors' asbestos-containing
products.

The Debtors believe that the documents to be produced comprise
the vast majority of documents that are potentially relevant.  
The Debtors are also presently reviewing additional documents
regarding their experience in the tort system.

While overbroad in many respects, the Debtors expect that all
"responsive and potentially relevant" documents will be produced
no later than Oct. 31, 2005.  The Debtors will meet and confer
with the Committees regarding claims of privilege and the
Debtors' objections to the breadth of the document demand.

To the extent that the parties are unable to resolve any of the
issues, the Debtors' schedule provides more than five months
between initial production of documents and close of fact
discovery to allow more than ample time for the resolution of any
document discovery dispute.  Mr. Heath says that the Debtors are
amenable to shortened briefing schedules to resolve any discovery
issue.

Moreover, with respect to its overall schedule, the PI Committee
says that it needs "at least 60 days" to review the Debtors'
documents.  Mr. Heath relates that the schedule proposed by the
Debtors accommodates that request.  The period between August and
October will give the PI Committee and the Futures Representative
more than the 60 days they need for document review.  Mr. Heath
adds that even as of the end of October, the PI Committee and the
Futures Representative would still have three and one-half months
before fact discovery closes to further review and evaluate
documentary evidence.

Although the Debtors have not yet produced documents, the PI
Committee and the Futures Representative expect that document
production by the Debtors will be "voluminous."

Mr. Heath recounts that on Aug. 9, 2005, the PI Committee and
the Futures Representative served the Debtors with a set of
document requests relating to each of the numerous issues raised
by the Debtors and the Equity Committee in their Initial
Disclosures including:

   * the composition, usage, and sale of the Debtors'
     asbestos-containing products;

   * the level of asbestos exposures experienced by those working
     with drywall joint compound as well as exposures experienced
     by any bystanders to drywall finishing;

   * whether mesothelioma is caused by exposure to chrysotile
     fibers; and

   * the Debtors' knowledge of the potential dangers associated
     with the asbestos in the Debtors' products and the warnings
     provided with those products.

With respect to issues relating to its defense strategy and the
reasons for their settlement of asbestos-related PI claims, the
PI Committee and the Futures Representative believe that the
Debtors have waived the attorney-client privilege and work
product protection for pre-June 2001 communications by placing at
issue the reasons why they settled asbestos PI claims and by
making the assertion that they settled and paid claims where
there was no potential for liability.

The PI Committee and the Futures Representative propose that the
Debtors substantially complete their document production by
October 10, 2005.  The PI Committee and the Futures
Representative presently anticipate that they will need at least
60 days to review the large volume of documents produced by the
Debtors and identify potential witnesses to depose.  If the
Debtors produce the bulk of their responsive documents by
October 10, 2005, then the PI Committee and the Futures
Representative intend to complete their document review by
Dec. 9, 2005.

Mr. Heath further notes that if the Debtors do not substantially
complete document production by October 10, 2005, or if there is
motion practice concerning issues of attorney-client privilege or
the scope of discovery, then the October 10, 2005, and
December 9, 2005, dates will need extension.

              Sampling Plan & Standard Questionnaire

The Debtors intend to take discovery from less than 1% of the
present PI claimants by way of a standardized questionnaire.    
The Debtors believe that examining the entire claimant population
would be very costly.

Discovery of the key characteristics from a representative sample
of subjects can allow the Court to make reliable predictions,
with known margins of error, about the overall population.  This
information, combined with the parties' expert testimony, will
enable the Court to draw conclusions regarding the proportions of
valid and invalid asbestos personal injury claims at issue and to
account for those conclusions in its estimation of the Debtors'
total liability.

However, the claimants have objected to propounding a
questionnaire on that claimant sample.

Consequently, the Debtors have filed a request with the District
Court seeking approval of the PI claims estimation sampling plan
and the standard questionnaire to the PI Claimants.

                  Debtors' Sampling Plan Motion

Pursuant to the Sampling Plan, the Debtors propose to send a
brief questionnaire and request for supporting documents to a
representative sample of 1,000 present claimants, who will be
chosen from two 500-claimant sub groups:

   (1) Claimants whose primary or secondary occupations were in
       the construction industry; and

   (2) Claimants whose primary and secondary occupations were not
       in construction.

These two 500-claimant sub groups will be further stratified
according to the claimants' alleged injury, with 100 claimants
randomly chosen from each of these categories:

     * mesothelioma,
     * lung cancer,
     * other cancers,
     * non-malignant asbestos disease, and
     * alleged injury unknown.

Thus, the total of 1,000 sample claimants will be broken down as:

     No. of Randomly
     Selected Claimants      Construction   Non-Construction
     ------------------      ------------   ----------------
     Alleged Mesothelioma         100              100
     Alleged Lung Cancer          100              100
     Alleged Other Cancer         100              100
     Alleged Non-Malignant
        Asbestos Disease          100              100
     Alleged Injury Unknown       100              100

When the questionnaires from the sample claimants have been
returned and analyzed, those results will be extrapolated to
enable valid inferences to be drawn about the entire claimant
population.  Accepted mathematical formulas dictate how
extrapolation is done.

The Debtors illustrate, as an example, that if they present
credible evidence to the Court that asbestos exposures falling
below a threshold of 5 fibers/cc-year are medically insignificant
in the causation of non-malignant asbestos disease, that
information would be useless in the Estimation absent further
information about the percentage of the claimants who likely have
exposures above or below that threshold.

That proportion, however, can be accurately estimated by looking
to the Debtors' sample of claimants alleging non-malignant
asbestos disease and calculating what proportion of those
claimants have exposures above 5 fibers/cc-year.

The Debtors note that their expert statistician, Dr. Stephen E.
Fienberg of Carnegie Mellon University, using a sample of 200
claimants alleging non-malignant disease, can estimate, with 95%
confidence, that the proportion of the claimants in the overall
population with exposures under the threshold will be within
approximately +/- 7% of the proportion in the sampled population.  

The "error bounds" of 7% are the maximum error bounds that would
be statistically expected from a sample of 200.  The maximum
margin of error applies only if the sample happens to be
distributed equally below and above the threshold level.

If either relatively low or relatively high numbers of claimants
in the sample have exposures that exceed the threshold, the error
bounds will tighten significantly.  For instance, if the sample
were distributed 90% below and 10% above the threshold or 90%
above and 10% below, the margin of error would be approximately
+/- 4%.

A copy of the Debtors' Summary of the PI Claims Estimation
Sampling Plan is available for free at:

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

A copy of the Debtors' proposed Questionnaire is available for
free at:

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

In view of the claimants' objections, Mr. Heath relates that the
Debtors have asked the claimants to provide a reasonable time by
which they can respond to the motion.  The PI Committee and the
Futures Representative have not responded to the request.  The
Debtors propose September 19, 2005, as the date for any party to
oppose or respond to the motion and October 3, 2005, for any
replies.

Assuming, for scheduling purposes, that the Questionnaire is
approved by the end of October, Mr. Heath informs the Court that
the Debtors will send it to selected claimants no later than
November 4, 2005.  Responses would be due on December 9, 2005.  

The responses to the Questionnaire will be provided to a data
management firm, RUST Consulting, which will in turn distribute
the Questionnaire results in a searchable database by January 6,
2006.  That will leave the bulk of January and February for
analysis of the data and the preparation of expert reports
relying on that data.

The PI Committee and the Futures Representative find that the
Debtors' proposed Questionnaire is improper and will not lead to
relevant evidence.  They believe that the Questionnaire is not
credible, and is not consistent with the District Court's
admonition that the District Court would be inclined to grant
discovery with "any remote relevancy" and that the parties should
work toward agreeing to discovery unless they are "absolutely a
hundred percent certain that there is no value whatsoever."

The PI Committee and the Futures Representative have indicated to
the Debtors that they will need at least 30 days to respond to
the proposed Questionnaire.  They also argue that the proposed
Questionnaire discovery is, in many respects, more burdensome
than permissible discovery in the underlying individual asbestos
cases, and the cost and time needed to complete the Debtors'
proposed discovery far outweigh any probative value that proposal
may have.  The proposed Questionnaire is relevant only to
individualized claim litigation, and, in fact, much of the
information sought would be objectionable even in the context of
litigating individual claims.

The PI Committee and the Futures Representative's argument is, at
best, wild exaggeration, Mr. Heath says.  The Questionnaire asks
the claimant to supply identifying information, claimed injury,
occupational history, and medical history.  Where appropriate,
claimants are also asked to supply back-up documentation that is
fundamental to any PI claim.  Mr. Heath contends that rather than
being unduly burdensome, the Debtors ask for information from
only 1,000 claimants.

Mr. Heath further contends that the PI Committee and the Future
Representative's allegation that they cannot determine the
appropriateness of a sampling method until after the data has
been collected from that sample makes no sense.  The statistical
reliability of a sample is calculable and known before a sample
is taken.  That attempt to "lie in wait" is gamesmanship, Mr.
Heath says.

In any event, if the Debtors' Questionnaire is permitted, Mr.
Heath notes that sufficient time must be built into the fact
discovery portion of the schedule to allow time for:

   (i) the completion of the Questionnaire by the claimants and
       their law firms;

  (ii) review of the information and documents collected by the
       parties and their experts; and

(iii) compilation of the relevant information into one or more
       databases that can be analyzed by other experts.

                       Database Discovery

As a member of the Center for Claims Resolution from 1988 to
early 2001, a database of claims against the Debtors was compiled
and managed by the CCR and its consultants.  In 2002, two
versions of that database were produced to all parties involved
in the case at that time.

Recently, the PI Committee and the Futures Representative have
asked the Debtors to arrange a telephone conference with those
consultants to better understand the data in their possession.  
Subsequently, the PI Committee and the Futures Representative
have asked the CCR's data management consultants to provide
additional versions of the database, which are data of the claims
against the Debtors as of January 2002, and the same data as of
May 2002.

The PI Committee and the Futures Representative state that the
integrity of USG's historic database is still in question
regarding PI claims asserted against the Debtors and the
resolution of those claims.  The parties have "met and conferred"
on a number of occasions and continue to do so to understand why
there are differences in the databases previously provided.  If
agreement cannot be reached concerning the appropriate database
to be used for the hearing, discovery will be needed, at a
minimum, from Navigant Consulting.

             Interrogatories & Requests for Admission

The Debtors propose January 13, 2006, as the last date for
service of written interrogatories and requests for admissions,
and February 15, 2006, as the last date for fact discovery
closure.  Any party would be free to serve written
interrogatories and requests for admission up until the last date
which will allow adequate time for response prior to the date for
close of discovery.

The PI Committee and the Future Representative want the
interrogatories and requests for admission served by March 21,
2006, and completed by April 20, 2006.

                     Fact Witness Depositions

The Debtors also want January 13, 2006, as the last date to
notice depositions of party witnesses.  Third party depositions
may be subpoenaed, subject to all limitations in the Federal
Rules, up until the date allowing for adequate time for
completion of the deposition prior to the close of discovery.

The PI Committee and the Futures Representative plan to take
depositions of:

   (1) current and former U.S. Gypsum employees about the
       company's asbestos-containing products and tort system
       experience; and

   (2) former lawyers involved in the tort system and potentially
       a former joint compound worker.

The Debtors intend to take depositions of certain doctors and
employees involved in mass screenings of workers making claims of
medical conditions "consistent with asbestosis."

Under the Debtors' proposal, the depositions would be completed
by February 16, 2006.  The PI Committee and the Futures
Representative propose to complete discovery by April 20, 2006.

                         Expert Discovery

The Debtors want expert reports regarding case-in-chief filed
by February 24, 2006, and responsive expert reports filed by
April 3, 2006.

The Debtors have identified and disclosed to the Court in July
2005 more than 10 experts whom they anticipate will testify on
their case-in-chief at the Estimation Hearing, including:

   Topic                Expert Witness
   -----                --------------
   Industrial Hygiene   Dr. James Rasmuson
                        Chemistry and Industrial Hygiene, Inc.
                        in Wheat Ridge, Colorado

   Epidemiology         Dr. Hans Weill
                        Professor of Medicine Emeritus
                        Tulane University Medical Center

   Pulmonology          Dr. Gary Epler
                        Associate Clinical Professor of Medicine
                        Harvard Medical School

                        Pulmonary Consultant
                        Brigham & Women's Hospital

   Mineralogy           Dr. Richard Lee
                        R.J. Lee Group, Inc.
                        Monroeville, Pennsylvania

   Radiology            Dr. Peter Barrett
                        Clinical Professor of Radiology
                        Tufts University

   Economics            Dennis W. Carlton
                        Lexecon
                        Chicago, Illinois

   Asbestos Litigation  Prof. Lester Brickman
                        Benjamin N. Cardoza School of Law
                        New York, New York

   Gen. Construction    Joseph Manzi
   & Building           J.E. Manzi & Associates, Inc.
   Practices            Park Ridge, Illinois

   Construction         William Fritz
   Drywall Finishing    Mission Drywall
                        Houston, Texas

   Occupational         William Hughson
   Medicine             University of California
                        at San Diego's Center for Occupational
                        and Environmental Medicine

A full-text copy of the Debtors' initial disclosure of expert
witnesses is available for free at:

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

The PI Committee and the Futures Representative complain that the
timing of the responsive expert reports is inadequate.

The Debtors also propose March 24, 2006, as the last date for
completion of case-in-chief expert depositions, and April 28,
2006, as the last date for completion of responsive expert
depositions.

Because of the number of depositions to be completed in a three-
week time period, the Debtors propose to have the depositions on
three tracks:

   1.  Industrial Hygiene, Mineralogy and Construction Experts;
   2.  Medical/Scientific Experts; and
   3.  Economic Experts.

This type of division is how lawyers typically organize legal
teams in large litigation involving areas of substantive
expertise, Mr. Heath tells Judge Conti.  "The multiple tracking
in light of the large law firms involved in the matter pose no
substantial burden, in Debtors' view."

The PI Committee and the Futures Representative want the number
and subject matter of expert witnesses limited.  The PI Committee
and the Futures Representative will ask the Court to consider
whether the Debtors should be permitted to elicit expert
testimony on certain issues.

The PI Committee and the Futures Representative expect the
Debtors to call on at least 25 testifying experts.  The PI
Committee and the Futures Representative's proposed schedule
assumes that the Court will not permit the Questionnaire.  

Accordingly, the PI Committee and the Futures Representative
propose that all parties will file on April 21, 2006, expert
witness reports for any expert witness who will offer testimony
at the hearing.  Rebuttal expert witness reports will be filed by
May 22.  In the case of claims estimation experts and other
experts who are required to test another expert's mathematical or
epidemiological models or perform scientific testing of another
expert's conclusions, the rebuttal reports will be due June 19.  

The PI Committee and the Futures Representative want expert
witness depositions to start May 23, 2006, and be completed by
August 22.

             Parties' Stipulation on Expert Discovery

The parties agree that simultaneous with the service of all
expert reports, the parties will produce documents, data and
written information that the expert relied upon or considered in
forming his or her expert opinions.

These categories of data, information or documents need to be
disclosed by any party and are outside the scope of permissible
discovery:

   1.  any notes or other writings taken or prepared by or for an
       expert witness, including correspondence or memos to or
       from, and notes of conversations with, the expert's
       assistances or clerical or support staff, one or more
       other expert witnesses or non-testifying expert
       consultants, or one or more attorneys for the party
       offering the testimony of the expert witness, unless the
       expert witness is relying on the communication in
       connection with the expert witness' opinions.

   2.  draft reports, draft studies or draft work papers,
       preliminary or intermediate calculations, computations or
       data runs, or the other preliminary, intermediate or draft
       materials prepared by, or at the direction of the expert
       witness; and

   3.  any oral or written communication between an expert
       witness and the expert's assistant or clerical or support
       staff, one or more other expert witnesses or non-
       testifying expert consultants, or one or more attorneys
       for the party offering the testimony of the expert
       witness, unless the expert witness is relying on the
       communication in connection with the expert witness'
       opinions.

                          *     *     *

Judge Conti will convene a hearing to consider the Joint
Discovery Plan on September 20, 2005, at 3:30 p.m. at Courtroom
5A, Fifth Floor, U.S. Post Office and Courthouse Building, in
Pittsburgh, Pennsylvania.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading       
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VALLEY CITY: Committee Gets Court OK to Hire Thorp Reed as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Valley
City Steel, LLC's chapter 11 case, sought and obtained authority
from the U.S. Bankruptcy Court for the Northern District of Ohio
to retain Thorp Reed & Armstrong, LLP, as its bankruptcy counsel,
nunc pro tunc to April 25, 2005.

The Thorpe Reed professionals and paraprofessionals who will
represent the Committee, and their hourly billing rates, are:

     Individual                    Hourly Rate
     ----------                    -----------
     Kimberly Luff Wakim, Esq.          $315
     Michael Kaminski, Esq.             $305
     Paula A. Schmeck, Esq.             $290
     Elene Mountis Moran, Esq.          $210
     Patrick W. Carothers, Esq.         $185
     Bart Dingfelder                    $120

Headquartered in Valley City, Ohio, Valley City Steel, LLC, is a
subsidiary of Viking Steel LLC.  The Company filed for chapter 11
protection on November 27, 2002 (Bankr. N.D. Ohio Case No.
02-55516).  Howard E. Mentzer, Esq., at Mentzer, Vuillemin and
Mygrant Ltd., represents the Debtor.  When it filed for
bankruptcy, the Company reported assets and debts between
$10 million and $50 million.


VARTEC TELECOM: IR Committee Wants to Modify Scouler's Retention
----------------------------------------------------------------
The Official Committee of Excel Independent Representatives
appointed in VarTec Telecom Inc. and its debtor-affiliates'
chapter 11 cases asks the Honorable Steven A. Felsenthal of the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to modify Scouler Andrews LLC's terms of retention.  
The IR Committee wants Scouler's compensation limitation increased
to $150,000 from $100,000.

The U.S. Trustee for Region 6 appointed the Official Committee of
Excel Independent Representatives on Dec. 8, 2004.  The IR
Committee is directed to address the issues related to the Excel
IRs and attempt to negotiate a global and comprehensive settlement
of all Excel IR claims.

On March 4, 2005, the Court approved the IR Committee's request to
hire Scouler Andrews LLC as its claims consultant to assist the IR
Committee in better understanding the scope and magnitude of the
claims against the Debtors by Excel Independent Representatives,
nunc pro tunc to Jan. 31, 2005.

In that order, the Court set $75,000 as the limit on Scouler's
compensation.

On April 13, 2005, the IR Committee asked the Court to increase
Scouler's compensation limitation to $100,000 and on May 11, 2005,
the Court granted the IR Committee's request.  The Court entered
the order because Scouler has a critical role in assessing and
quantifying the IR claims in connection with the IR Committee's
negotiations with the Debtors, Rural Telephone Finance
Cooperative, and the Official Committee of Unsecured Creditors to
reach a potential global settlement of the IR claims.

Craig H. Averch, Esq., at Bickel & Brewer in Dallas, Texas, tells
the Court that Scouler has continued to have an instrumental role
in the analysis of the IR Claims and the IR Committee's
negotiations to reach a potential global settlement of the IR
Claims with the Negotiating Parties.  To date, the Firm already
rendered $125,000.

John K. Cunningham, Esq., and Craig H. Averch, Esq., at Bickel &
Brewer, and White & Case LLP represent the Official Committee of
Excel Independent Representatives.

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance      
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins LLP, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


W.R. GRACE: Wants to Hire Foley Hoag as Environmental Counsel
-------------------------------------------------------------
W. R. Grace & Co. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ Foley Hoag LLP as their special environmental counsel.  The
Debtors want Foley to perform certain services related to
environmental law and litigation, compliance counseling, and
brownfields redevelopment that the Debtors require during the
course of their Chapter 11 cases.

Specifically, Foley will:

    (a) advise the Debtors, their counsel, and their Board of
        Directors with respect to environmental issues involved in
        the cleanup and potential redevelopment of the Debtors'
        facilities in Acton and Woburn, Massachusetts;

    (b) advise the Debtors, their counsel, and their Board of
        Directors with respect to existing environmental claims or
        potential environmental claims that may be brought against
        them with respect to wastes generated, cleanup or
        redevelopment at their facilities or former facilities in
        New England; and

    (c) act as counsel for the Debtors and any related party in
        environmental litigation or administrative proceedings
        relating to any of the New England facilities.

The Debtors inform the Court that since 1980, Foley and certain
of its partners and associates have rendered legal services to
them in connection with various environmental law matters.
Foley's representation of the Debtors with respect to both their
Acton and Woburn facilities originated more than 20 years ago.
Foley has also served as one of the Debtors' ordinary course
professionals for four years.

The Debtors explain that as a result of its long-standing
representation, Foley has intimate knowledge of the historical
operations of their facilities, and the potential claims and
defenses associated with those facilities.  Foley is familiar
with the complex legal issues that have arisen and are likely to
arise in connection with the cleanup -- and potential lease, sale
and redevelopment -- of the Acton and Woburn facilities.

Moreover, in the course of responding to the United States
Environmental Protection Agency's request for information related
to the Debtors' facilities throughout Massachusetts, New
Hampshire, Maine, Rhode Island, Foley has acquired an
unparalleled understanding of the Debtors' operations in these
four states.  Foley also has reviewed and is currently in
possession of extensive historical documentation concerning those
facilities.

The Debtors anticipate that the amounts at issue with respect to
the environmental matters for which Foley will be employed will
exceed $10 million in the aggregate.  The Debtors believe that
both the business interruption and the duplicative costs
associated with obtaining substitute counsel to replace Foley's
unique role at this juncture would be extremely harmful to them
and to their estates.  Were the Debtors required to retain
counsel other than Foley in connection with the specific and
limited matters on which the firm's advice is sought, the Debtors
contend that their estates and all parties-in-interest would be
unduly prejudiced by the time and expense necessary to replicate
the firm's ready familiarity with the intricacies of their
business operations, use of corporate life insurance and audit
strategies.

Furthermore, the Debtors tell Judge Fitzgerald that Foley has a
national reputation and extensive experience and expertise in
environmental law, and the other related areas of practice as to
which the firm's continued representation is sought.  Thus, the
Debtors maintain that Foley is well qualified and uniquely able
to provide the specialized legal advice they need during their
Chapter 11 cases.

Seth D. Jaffe, Esq., a member of Foley, assures the Court that
the firm does not represent or hold any interest adverse to the
Debtors or their estates with respect to the matters for which it
is to be employed.  Moreover, Foley does not have any connection
with any creditors or other parties-in-interest, or the United
States Trustee.

Foley will be compensated on an hourly basis at its customary
rates for services rendered.  The firm will also be reimbursed
for necessary out-of-pocket expenses incurred.

The primary members of the firm who will be handling the
environmental matters concerning the Debtors and their current
hourly rates are:

          Attorney                          Hourly Rate
          --------                          -----------
          Seth Jaffe, Esq.                     $445
          Adam Kahn, Esq.                      $430

Other Foley attorneys or paralegals may from time to time serve
the Debtors.  They will be paid in accordance with these standard
rates:

          Professional                      Hourly Rate
          ------------                      -----------
          Paralegals                         $95 to $200
          Associates                        $205 to $425
          Partners                          $350 to $610

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,        
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 93; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WELLCARE HEALTH: Moody's Reviews B2 Senior Secured Debt Rating
--------------------------------------------------------------
Moody's Investors Service has placed the B2 senior secured debt
rating of WellCare Health Plans, Inc., as well as the Ba3
insurance financial strength rating of its Florida subsidiary,
WellCare of Florida, Inc., under review for possible upgrade.

Moody's stated that the review will focus on:

   * the company's improving capital position following its
     $125 million IPO in 2004;

   * the expansion of its Medicaid and Medicare businesses outside
     of Florida;

   * its progress in integrating a recent acquisition
     (i.e., Harmony); and

   * its emerging earnings and membership results for the current
     year in each of its markets.

The review will also focus on the company's capital adequacy,
financial leverage, and interest coverage.  In addition, the
company is currently awaiting the outcome of its Medicare
prescription drug bid.  Moody's will review the plans and
potential costs involved in this initiative, as well as the
potential impact of winning the Georgia Medicaid award on its
membership, earnings and diversification outside of its primary
market in Florida.

WellCare Health Plans, Inc. is headquartered in Tampa, Florida.
For the first six months of 2005, the company reported
approximately $870 million in total revenue.  As of June 30, 2005,
shareholder's equity was $335 million and total membership was
808,000.


WESTERN SKIES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Western Skies Dialysis, Inc.
        1041 North Arizola Road
        Casa Grande, Arizona 85222

Bankruptcy Case No.: 05-04828

Chapter 11 Petition Date: August 26, 2005

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, #103
                  Phoenix, Arizona 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


WINMAX TRADING: Equity Deficit Nears $2 Million at June 30
----------------------------------------------------------
Winmax Trading Group Inc. reported its financial results for the
quarter ending June 30, 2005, in a Form 10-Q delivered to the
Securities and Exchange Commission.

                            Revenues

Revenues for the 6 months ended June 30, 2005 decreased to
$187,621 from $247,697 for the same period in 2004.  Revenues for
the 3 months period ended March 31, 2005 decreased to $127,810
from $210,903 for the same period in 2004.

                          Cost of Sales

Cost of sales decreased to $12,131 for the six months ended
June 30, 2005, from $13,831 for the same period in 2004.  The cost
of sales decreased to $2,311 for the 3 months period ended
March 31, 2005, from $9,580 for the same period in 2004. The
decrease in cost of sales is attributed to the decrease in
revenue.

                    Total Operating Expenses

Total operating expenses decreased to $1,611,049 for the six
months ended June 30, 2005, from $2,044,434 for the same period in
2004.  The decrease is attributed to the Company ceasing
operations from its Kiosk locations.  Total operating expenses
decreased to $1,069,773 for the 3 months period ended March 31,
2005, from $1,532,258 for the same period in 2004.

                       Net Operating Loss

Net operating loss was $1,435,559 for the six months ended
June 30, 2005, compared to a net operating loss of $1,812,568 for
the same period in 2004.  The decrease in net operating loss is
attributed to the Company ceasing its test phase operations in
Kiosk retail.

                 Liquidity and Capital Resources

Net cash provided by all activities (operational, investing and
financing cashflow) for the six months ending June 30, 2005, was
$652 compared to $16,752 in all activities for the same period in
2004.  Cash flow from operations decreased to ($574,881) in the
first six months of 2005 from $(1,350,474) in the first six months
of 2004.

The Company experienced significant losses from its operations.
For the six months ended June 30, 2005, the Company incurred a
comprehensive net loss of $881,960.  This results in an
accumulated deficit at June 30 of $17,441,492.  

The Company says its ability to continue operations is contingent
upon its ability to expand its Winmax Media and WinamxIS revenues,
increase sales from its retail divisions, and securing financing.

A full-text copy of Winmax Trading's Quarterly Report is available
for free at http://ResearchArchives.com/t/s?117

Winmax Trading Group Inc. is a dynamic and diversified
international company.  The company specializes in retailing gem
and precious gem jewelry using their multimedia and technology
operating divisions to help brand and grow operations.

Winmax Trading's liabilities are 24-times greater than its asset
base, resulting in a $1,989,261 stockholders' deficit at June 30,
2005.  


WORLDCOM INC: Moves for Summary Judgment on Deutsche Bank's Claim
-----------------------------------------------------------------
WorldCom, Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to grant them summary
judgment and disallow Deutsche Bank AG, London Branch's claims:

   (1) The Dividend Claim -- Claim No. 25985 for $7,906,920,
       asserted on account of unpaid dividends on MCI Group
       common stock; and

   (2) The Conversion Claim -- Claim No. 25986 for $256,160,
       alleging damages attributable to the Debtors' decision not
       to effect the conversion of MCI Group common stock to
       WorldCom Group common stock.

On June 24, 2004, the Debtors filed a motion for summary judgment
with respect to certain claims, including Deutsche Bank's claims.
The Debtors argued that the claims were subject to subordination
under Section 510(b) of the Bankruptcy Code and therefore, were
not entitled to any distributions under the Plan.

Deutsche Bank owned 13,178,200 shares of MCI Group stock, Adam P.
Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington,
D.C., relates.

In June 2001, WorldCom, Inc., amended its articles of
incorporation to create two new series of common stock -- the
WorldCom Group Stock and the MCI Group Stock.  WorldCom's board of
directors voted to eliminate the two tracking stocks in May 2002,
and return to a single common stock for the entire enterprise, by
converting each share of MCI Group common stock into 1.3594 shares
of WorldCom Group stock.

WorldCom further authorized a final dividend of 60 cents per share
to holders of record of MCI Group stock as of June 30, 2002,
payable on July 15, 2002.  However, on July 21, 2002, WorldCom
determined that it would not pay the previously announced
dividend.

In May 2005, the Court directed the Debtors and Deutsche Bank to
determine if their claims dispute could be resolved.  In a Court-
directed status conference, Deutsche Bank's counsel conceded that
the Conversion Claim was properly treated as a Class 7
Subordinated Claim and was not entitled to any distribution.

Mr. Strochak notes that it is a fundamental principle of corporate
law that a corporation cannot pay a dividend and a shareholder has
no basis to compel that payment, when the corporation is
insolvent.  The prohibition against making payments to
shareholders by an insolvent corporation is well established under
Georgia Law.

Mr. Strochak points out that the Plan recoveries demonstrate that
WorldCom was unable to pay its debts as they came due and owing at
all times pertinent to the Dividend Claim.

The policy underlying the Georgia statute is consistent with the
Bankruptcy Code's absolute priority rule, which states that
shareholders seeking to recover their investments cannot be paid
before creditor claims have been satisfied in full, Mr. Strochak
adds.

The WorldCom board of directors did exactly the right thing in
deciding that the company should not distribute millions of
dollars in dividends to common shareholders at a time when it was
deeply insolvent and on the brink of Chapter 11, Mr. Strochak
insists.  "Thus, there is no valid cause of action to recover from
a company a dividend that lawfully could not have been paid."

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* BOND PRICING: For the week of Aug. 22 - Aug. 26, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  01/15/04     0
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     5
AHI-DFLT 07/05                         8.625%  10/01/07    58
Allegiance Tel.                       11.750%  02/15/08    24
Allegiance Tel.                       12.875%  05/15/08    28
Amer Comm LLC                         11.250%  01/01/08    24
Amer West Air                          7.840   07/02/10    71
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.379%  05/23/16    72
American Airline                       8.390%  01/02/17    72
American Airline                      10.180%  01/02/13    72
American Airline                      10.680%  03/04/13    65
American Airline                      11.000%  05/06/15    69
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              9.750%  08/15/21    71
AMR Corp.                              9.800%  10/01/21    69
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    63
AMR Corp.                             10.000%  04/15/21    71
AMR Corp.                             10.200%  03/15/20    72
AMR Corp.                             10.450%  03/10/11    62
AMR Corp.                             10.550%  03/12/21    73
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    65
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    55
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06     5
Asarco Inc.                            7.875%  04/15/13    52
Asarco Inc.                            8.500%  05/01/25    52
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    20
Atlantic Coast                         6.000%  02/15/34     8
Atlas Air Inc.                         8.770%  01/02/11    57
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    71
B&G Foods Hldg.                       12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    62
Calpine Corp.                          4.750%  11/15/23    64
Calpine Corp.                          7.750%  04/15/09    64
Calpine Corp.                          7.875%  04/01/08    69
Calpine Corp.                          8.500%  07/15/10    74
Calpine Corp.                          8.500%  02/15/11    63
Calpine Corp.                          8.625%  08/15/10    64
Calpine Corp.                          8.750%  07/15/13    73
Cell Therapeutic                       5.750%  06/15/08    71
Cell Therapeutic                       5.750%  06/15/08    63
Cellstar Corp.                        12.000%  01/15/07    72
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Hld                      10.000%  05/15/11    74
CHS Electronics                        9.875%  04/15/05     1
Coeur D'Alene                          1.250%  01/15/24    74
Collins & Aikman                      10.750%  12/31/11    34
Comcast Corp.                          2.000%  10/15/29    43
Comprehens Care                        7.500%  04/15/10    23
Conseco Inc.                           9.000%  10/15/06     0
Covad Communication                    3.000%  03/15/24    69
Cray Inc.                              3.000%  12/01/24    57
Cray Research                          6.125%  02/01/11    41
Delco Remy Intl                        9.375%  04/15/12    61
Delco Remy Intl                       11.000%  05/01/09    70
Delta Air Lines                        2.875%  02/18/24    16
Delta Air Lines                        7.299%  09/18/06    58
Delta Air Lines                        7.700%  12/15/05    24
Delta Air Lines                        7.711%  09/18/11    59
Delta Air Lines                        7.779%  11/18/05    35
Delta Air Lines                        7.779%  01/02/12    42
Delta Air Lines                        7.900%  12/15/09    17
Delta Air Lines                        7.920%  11/18/10    59
Delta Air Lines                        8.000%  06/03/23    17
Delta Air Lines                        8.270%  09/23/07    49
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.540%  01/02/07    63
Delta Air Lines                        8.540%  01/02/07    37
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        9.000%  05/15/16    19
Delta Air Lines                        9.200%  09/23/14    29
Delta Air Lines                        9.250%  03/15/22    15
Delta Air Lines                        9.320%  01/02/09    50
Delta Air Lines                        9.375%  09/11/07    57
Delta Air Lines                        9.750%  05/15/21    15
Delta Air Lines                        9.875%  04/30/08    69
Delta Air Lines                       10.000%  08/15/08    20
Delta Air Lines                       10.000%  05/17/09    26
Delta Air Lines                       10.000%  06/01/10    46
Delta Air Lines                       10.000%  06/01/11    37
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    17
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    17
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    16
Delta Air Lines                       10.375%  12/15/22    16
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    41
Delta Air Lines                       10.790%  03/26/14    17
Delphi Trust II                        6.197%  11/15/33    56
Edison Brothers                       11.000%  09/26/07     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     3
Epix Medical Inc.                      3.000%  06/15/24    68
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North Am.                      9.875%  03/01/14    72
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    29
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    27
Fibermark Inc.                        10.750%  04/15/11    74
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    42
Foamex L.P.                            9.875%  06/15/07    21
Foamex L.P.                           13.500%  08/15/05    21
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    74
Gateway Inc.                           2.000%  12/31/11    72
GMAC                                   5.900%  01/15/19    74
GMAC                                   5.900%  10/15/19    75
GMAC                                   6.000%  03/15/19    75
GMAC                                   6.000%  03/15/19    75
GMAC                                   6.050%  10/15/19    74
GMAC                                   6.100%  09/15/19    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    70
Graftech Int'l                         1.625%  01/15/24    72
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth                         9.625   03/15/06    37
Holt Group                             9.750%  01/15/06     0
Huntsman Packag                       13.000%  06/01/10    72          
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    42
Intermet Corp.                         9.750%  06/15/09    40
Iridium LLC/CAP                       10.875%  07/15/05    19
Iridium LLC/CAP                       11.250%  07/15/05    19
Iridium LLC/CAP                       13.000%  07/15/05    18
Iridium LLC/CAP                       14.000%  07/15/05    19
Isolagen Inc.                          3.500%  01/11/24    58
Kaiser Aluminum & Chem.               12.750%  02/01/03     6
Kellstorm Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    72
Kmart Corp.                            9.780%  01/05/20    67
Kmart Funding                          8.800%  07/01/10    35
Kmart Funding                          9.440%  07/01/18    68
Lehman Bros. Hldg                      7.500%  09/03/05    53
Level 3 Comm. Inc.                     2.875%  07/15/10    54
Level 3 Comm. Inc.                     5.250%  12/15/11    68
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    62
Macsaver Financl                       7.875%  08/01/03     2
Mississippi Chem                       7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    50
MSX Intl. Inc.                        11.375%  01/15/08    68
Natl Steel Corp.                       8.375%  08/01/06     2
Natl Steel Corp.                       9.875%  03/01/09     1
New World Pasta                        9.250%  02/15/09     8
Nexprise Inc.                          6.000%  04/01/07     0
North Atl Trading                      9.250%  03/01/12    74
Northern Pacific RY                    3.000%  01/01/47    62
Northern Pacific RY                    3.000%  01/01/47    61
Northwest Airlines                     7.068%  01/02/16    68
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    65
Northwest Airlines                     7.626%  04/01/10    54
Northwest Airlines                     7.691%  04/01/17    67
Northwest Airlines                     7.875%  03/15/08    40
Northwest Airlines                     7.950%  03/01/15    64
Northwest Airlines                     8.070%  01/02/15    47
Northwest Airlines                     8.130%  02/01/14    55
Northwest Airlines                     8.700%  03/15/07    53
Northwest Airlines                     8.875%  06/01/06    64
Northwest Airlines                     9.875%  03/15/07    56
Northwest Airlines                    10.000%  02/01/09    47
Northwest Airlines                    10.500%  04/01/09    49
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    58
NWA Trust                             10.230%  12/21/12    54
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    28
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       10.630%  10/01/08    69
O'Sullivan Ind.                       13.375%  10/15/09     8
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                     12.375%  08/01/06    37
Pegasus Satellite                     12.500%  08/01/07    37
Pen Holdings Inc.                      9.875%  06/15/08    62
Pixelworks Inc.                        1.750%  05/15/24    71
Pliant Corp.                          13.000%  06/01/10    72
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    27
Primus Telecom                         5.750%  02/15/07    53
Primus Telecom                         8.000%  01/15/14    62
Primus Telecom                        12.750%  10/15/09    51
Radnor Holdings                       11.000%  03/15/10    66
Raintree Resorts                      13.000%  12/01/04    13
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    47
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    23
Reliance Group Holdings                9.750%  11/15/03     2
Salton Inc.                           10.750%  12/15/05    65
Salton Inc.                           12.250%  04/15/08    54
Solectron Corp.                        0.500%  02/15/34    71
Specialty Paperb.                      9.375%  10/15/06    74
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    73
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    58
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08    40
United Air Lines                       6.831%  09/01/08    67
United Air Lines                       7.371%  09/01/06    25
United Air Lines                       7.762%  10/01/05    51
United Air Lines                       8.030%  07/01/11    65
United Air Lines                       9.000%  12/15/03    15
United Air Lines                       9.020%  04/19/12    38
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.250%  07/15/21    15
United Air Lines                      10.670%  05/01/04    14
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    62
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08    15
US Air Inc.                           10.610%  06/27/07     5
US Air Inc.                           10.610%  06/27/07     2
US Airways Pass-                       6.820%  01/30/14    60
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    60
Werner Holdings                       10.000%  11/15/07    72
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    70
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***