TCR_Public/050901.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, September 1, 2005, Vol. 9, No. 207

                          Headlines

ACCLAIM ENTERTAINMENT: Has Until Oct. 31 to Decide on Leases
ACCLAIM ENTERTAINMENT: Trustee Hires David Maltz as Auctioneer
ADELPHIA COMMS: 14 Parties Outline Positions in Arahova Litigation
ADELPHIA COMMS: Arahova Panel Appeals Intercompany Claims Order
ADELPHIA COMMS: Arahova Panel Appeals Order Denying Depositions

AIR CARGO: Has Until Oct. 3 to File Plan & Disclosure Statement
AIR CARGO: Hires Ogletree Deakins as Special Litigation Counsel
AMERIQUEST MORTGAGE: Fitch Assigns BB+ Rating to $5.2 Mil. Certs.
ANCHOR GLASS: Details New $125 Million DIP Deal with Noteholders
ANCHOR GLASS: Wants to Reject Cadbury Schweppes Contract

ARLINGTON HOSPITALITY: Files for Chapter 11 Protection in Illinois
ARLINGTON HOSPITALITY: Voluntary Chapter 11 Case Summary
ARMSTRONG WORLD: Asks Court to Okay Incentive Compensation Plans
ARTIFICIAL LIFE: June 30 Balance Sheet Upside-Down by $1.8 Million
ASARCO LLC: Gets Court Nod to Maintain Insurance Agreements

ASARCO LLC: Court Modifies Stay to Allow Owens-Illinois Action
ASARCO LLC: Chapter 11 Petition Cues Moody's to Withdraw Ratings
ATA AIRLINES: ALPA Int'l, et al., Balk at Mikelsons Severance Pact
BALLY TOTAL: Bondholders Waive Covenant Default Until Nov. 30
BALLY TOTAL: Lenders Amend Credit Pact to Allow Bondholder Payment

BANC OF AMERICA: Fitch Puts BB Rating on $1.3 Mil. Class B Certs.
BANC OF AMERICA: Fitch Places Low-B Rating on Two Cert. Classes
BANC OF AMERICA: Fitch Rates Two Certificate Classes at Low-B
BEAR STEARNS: Fitch Puts BB Rating on $7.54MM Private Certificates
BROOKFIELD PROPERTIES: Buying O&Y Shares for CDN$2 Billion

BUILDING MATERIALS: S&P Raises Corporate Credit Rating to BB
CARR PHARMACEUTICAL: Court Confirms Chapter 11 Liquidation Plan
CATHOLIC CHURCH: Motion to Clarify Portland's Tax Payments Denied
CATHOLIC CHURCH: Court Resets Spokane's Sept. 2 Bar Date Hearing
CLAYTON WILLIAMS: Closes $21 Million Leasehold Interest Sale

CRYSTALIX GROUP: June 30 Balance Sheet Upside-Down by $7.26 Mil.
CWALT INC: Fitch Places Low-B Rating on Two Certificate Classes
CWMBS INC: Fitch Assigns Low-B Rating to Two Certificate Classes
CWMBS INC: Fitch Puts BB Rating on $832,000 Class B Certificates
CWMBS INC: Fitch Puts B Rating on $624,000 Class B Certificates

DAVID MILLER: Case Summary & 3 Largest Unsecured Creditors
DT INDUSTRIES: Confirmation Hearing Set for September 29
DYKESWILL LTD: Selling Hawaii Property to Golden Bay for $1.2MM
DYNEX POWER: Stockholders' Deficit Tops $2 Million at June 30
ENER1 INC: June 30 Balance Sheet Upside-Down by $13.73 Million

ENRON: Agrees to Reclassify Long-Term Revolver Claims as Unsecured
ENRON CORP: AT&T Holds $2.6 Million Allowed Unsecured Claim
ENRON CORP: Court Okays Palo Alto Settlement Agreement
EXCO RESOURCES: Moody's Reviews B2 Debt Ratings for Downgrade
FARMLAND IND: Liquidating Trustee & Safeco Ask Court to Bless Pact

FOOTMAXX HOLDINGS: June 30 Balance Sheet Upside-Down by $16.5 Mil.
GARDENBURGER INC: Beset with $79.2M Deficit & Credit Pact Defaults
GATEWAY EIGHT: Court OKs Amended Disclosure Statement Filed by ERS
GATEWAY EIGHT: Court Approves Bidding Procedures for Property
INTELSAT LTD: Moody's Affirms $1.7 Billion Notes' Junk Rating

INTELSAT LTD: Placed on Fitch's Watch Negative After PanAmSat Deal
INTERSTATE BAKERIES: Gets Court Nod to Buy Trucks from First Union
IWO HOLDINGS: Moody's Reviews Junk Corporate Family Rating
IWO HOLDINGS: S&P Places Junk Corporate Credit Rating on Watch
JERNBERG IND: UST Picks 3-Member Non-Union Retirees Committee

JP MORGAN: Fitch Assigns BB Rating to $4.8MM Private Certificates
KAIRE HOLDINGS: June 30 Balance Sheet Upside-Down by $1.79 Million
KAISER ALUMINUM: Wants Monument-Kaiser Settlement Pact Approved
KMART CORP: Court Approves Restated Kmart Master Agreement
KMART CORP: Asks Court to Enter Final Decree Closing Ch. 11 Cases

KNOBIAS: Defaults on Sec. Notes Due to Non-Registration of Shares
LEVI STRAUSS: Moody's Upgrades $1.85 Billion Debt Rating to Caa2
LEVITZ HOME: Moody's Withdraws $130 Million Notes' Junk Ratings
LONG BEACH: Fitch Places BB Rating on $28.9 Million Private Certs.
MAIDENFORM BRANDS: July 2 Balance Sheet Upside-Down by $8 Million

MAULDIN-DORFMEIER: Panel Says Disclosure is Insufficient
MAULDIN-DORFMEIER: Disclosure Hearing Continued to September 7
MB JOMA: Case Summary & 20 Largest Unsecured Creditors
METROPOLITAN ASSET: Moody's Reviews Class M-2 Cert.'s B3 Rating
MOHAMMAD HAQ: Case Summary & 21 Largest Unsecured Creditors

NAPIER ENVIRONMENTAL: Common Shares Resume Trading on TSX
NAPIER ENVIRONMENTAL: Warrants Permit Lenders to Buy 30% Stake
NATIONAL ENERGY: Ira Block Holds $780,562 Allowed Unsecured Claim
NDCHEALTH CORP: Moody's Reviews $200 Million Notes' B3 Rating
NOBLE DREW: Wants to Hire N. Cheng as Accountants

ORGANIZED LIVING: 363 Group & IP Recovery to Liquidate IP Assets
PACIFIC GAS: Wants Court to Nix Lexington's Discovery Request
PANAMSAT HOLDING: Moody's Affirms $416 Million Notes' B3 Rating
PENINSULA HOLDING: Wants Court to Dismiss Bankruptcy Case
PER SE: Planned NDCHealth Purchase Spurs Moody's Ratings' Review

PHARMACEUTICAL FORMULATIONS: Panel Taps Winston Strawn as Counsel
PHARMACEUTICAL FORMULATIONS: Panel Taps FTI as Financial Advisors
POSITRON CORP: Needs Access to Financing to Avert Bankruptcy
POSITRON CORP: Forms Neusoft-Positron Joint Venture in China
POWERCOLD CORP: June 30 Balance Sheet Upside-Down by $686,541

PREMIER ENTERTAINMENT: Moody's Reviews $160 Mil. Notes' B3 Rating
PROXIM CORP: Wants Johnson Associates as Compensation Advisor
Q COMM: Posts $3.3 Million Net Loss in Second Quarter
QUEPASA CORP: Releases Second Quarter Financials
RADIANT COMMS: Issuing 30.5 Million Shares via Private Placement

REGIONAL DIAGNOSTICS: Merrill Lynch Objects to Olshan Retention
RESIDENTIAL ACCREDIT: Fitch Puts Low-B Rating on Subordinate Certs
RESIDENTIAL FUNDING: Fitch Rates Two Certificate Classes at Low-B
RICHARD LOMMEL: Case Summary & Largest Unsecured Creditor
RITE AID: Moody's Affirms $1.28 Billion Senior Notes' Junk Rating

ROGERS COMMS: Rogers Telecom to Buy Back 10.625% Notes for Cash
RURAL/METRO CORP: Board Adopts Shareholder Rights Plan
SECOND CHANCE: Class Plaintiffs Want Case Converted to Chap. 7
SEDONA CORP: Equity Deficit Widens to $5.61 Million at June 30
STRUCTURED ASSET: Fitch Places BB+ Rating on $21.3 Mil Certs.

STRUCTURED ASSET: Fitch Puts Low-B Rating on Four Cert. Classes
TECHNEGLAS INC: Judge Hoffman Approves Disclosure Statement
TENET HEALTHCARE: Moody's Reviews Sr. Unsecured Notes' B3 Rating
TENFOLD CORP: Eats Up $2.9-Mil Stockholders' Equity in Six Months
THERMA-WAVE: Earns $2.4 Million of Net Income in First Quarter

THOMAS & BETTS: Moody's Upgrades Debt Ratings to Baa3 from Ba1
TOYS 'R' US: Vornado Acquires $150 Million Chunk of Bridge Loan
UAL CORP: Gets Court Nod on DIP Facility Amendment to Control EETC
UNISYS CORP: S&P Lowers Corp. Credit & Sr. Debt Ratings to BB-
UNITED HOSPITAL: Excl. Plan Filing Period Extended Until Dec. 13

UNITED HOSPITAL: Creditors Must File Proofs of Claim by Tomorrow
UNITED HOSPITAL: Has Until Nov. 14 to File Notices of Removal
VARIG S.A.: Arranges $38 Million Financing From Volo Logistics
VARIG S.A.: Wants to Sell VarigLog Stake to Matlin Patterson
VARIG S.A.: Broadens Flight Schedules For Coming Peak Season

WELLS FARGO: Fitch Rates $801,000 Class B Certificates at B
WELLSFORD REAL: Sells Three Residential Assets for $176 Million
WISTON XIV: Court Dismisses Chapter 11 Case
WORLDCOM: Beepwear Wants Partial Summary Judgment Against SkyTel

* Hurricane Katrina Disrupts Courts, Cases, Law Firms & Mail

                          *********

ACCLAIM ENTERTAINMENT: Has Until Oct. 31 to Decide on Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
in Central Islip extended, until Oct. 31, 2005, the period within
which Allan B. Mendelsohn, Esq., the Chapter 7 Trustee overseeing
the liquidation of Acclaim Entertainment Inc., can elect to
assume, assume and assign, or reject executory contracts,
licenses, license agreements, and unexpired leases.

Mr. Mendelsohn tells the Bankruptcy Court that his efforts to
evaluate the importance of these leases and contracts have been
delayed because of the sheer volume of agreements and because he
has just recently completed indexing the License Agreements and
other documents formerly held by the Law Offices of Fischbach,
Perlstein & Lieberman, LLP.

With an index in hand, Mr. Mendelsohn is now able to provide
interested parties with the due diligence they require in order to
bid on the estate's rights in the Debtor's game catalog.

The Trustee's sales efforts have resulted in contracts for the
sale of Dave Mirra, BMX Games and ATV Quad Games titles.  The
Trustee intends to hold a single public auction to sell the
balance of the Debtor's video games.  David R. Maltz & Co. will
assist the Trustee in auctioning the remaining catalog of games.

Mr. Mendelsohn says that the extension will give him enough time
to complete his review of the unexpired leases and contracts.
Many of these contracts, especially the license agreements
governing the use of the name, image and likeness of famous
persons, are vital assets of the estate because the games are
rendered valueless without the licenses.

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  Salvatore
LaMonica, Esq., at La Monica Herbst & Maniscalo, LLP, represents
the chapter 7 trustee.  When Acclaim filed for bankruptcy, it
listed $47,338,000 in total assets and $145,321,000 in total
debts.  In its bankruptcy petition, Acclaim listed GMAC Commercial
Finance as its primary creditor, owed $18 million.


ACCLAIM ENTERTAINMENT: Trustee Hires David Maltz as Auctioneer
--------------------------------------------------------------
New York-based David R. Maltz & Co, Inc., has been appointed as
auctioneer to catalog and sell approximately 225 video and
computer games, and related license agreements and contracts,
owned by Acclaim Entertainment, Inc.

The Hon. Melanie L. Cyganowski of the U.S. Bankruptcy Court for
the Eastern District of New York in Central Islip signed an order
on Aug. 9, 2005, allowing Allan B. Mendelsohn, Esq., the chapter 7
trustee overseeing the Debtor's liquidation, to retain David
Maltz.

David Maltz will review, sort, and catalogue the licenses and
documents related to the right to reproduce and sell the Debtor's
video and computer games.  The Firm will also market the games in
video game trade publications and place advertisements on its Web
site.

The Trustee asked to hire an auctioneer to handle the review and
sales process because of the large number of games and vast number
of contracts that need to be sorted prior to the sale.

For each of the 225 video game titles up for auction, the estate
is selling not only the Gold Master Disk used to make additional
copies of the game for retail sales, but also a myriad of
contracts and license agreements used to develop each game.

David Maltz will ensure that the games and their accompanying
contracts are liquidated in an orderly efficient manner.

The Trustee agrees to pay David Maltz a 10% commission on the
gross proceeds of the sale.  The Firm is also entitled to
reimbursement for reasonable expenses incurred in connection with
the sale.

The Trustee assures the Bankruptcy Court that David Maltz does not
hold any interest adverse to the Debtor or its estate.

David R. Maltz & Co. Inc. -- http://www.maltzauctions.com/-- is a
diversified services company, which provides auctioneering,
inventory, and appraisal services to corporations, financial
institutions, and legal entities throughout the New York Tri-State
area, as well as New England.  The Firm employs approximately
twenty-five full time individuals whose capacities range from
general management and administrative functions, to unique
technical activities that include auctioneering, estimation of
value for machinery, furniture, and real estate, as well as
ancillary services related to bankruptcy procedures.

Headquartered in Glen Cove, New York, Acclaim Entertainment, Inc.,
was a worldwide developer, publisher and mass marketer of software
for use with interactive entertainment game consoles including
those manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  Salvatore
LaMonica, Esq., at La Monica Herbst & Maniscalo, LLP, represents
the chapter 7 trustee.  When Acclaim filed for bankruptcy, it
listed $47,338,000 in total assets and $145,321,000 in total
debts.  In its bankruptcy petition, Acclaim listed GMAC Commercial
Finance as its primary creditor, owed $18 million.


ADELPHIA COMMS: 14 Parties Outline Positions in Arahova Litigation
------------------------------------------------------------------
Pursuant to the resolution process between noteholders of Arahova
Communications Corporation and the noteholders of Adelphia
Communications Corporation, approved by the U.S. Bankruptcy Court
for the Southern District of New York, 14 parties-in-interest
submit, or joins other parties in, their preliminary issues
statement:

    1. Wilmington Trust Company;

    2. W.R. Huff Asset Management Co., LLC;

    3. The Bank of Nova Scotia, in its capacity as lender and
       administrative agent under the Parnassos Credit Facility;

    4. JPMorgan Chase Bank, N.A., in its capacity as
       administrative agent for Frontiervision Prepetition Secured
       Lenders;

    5. Wachovia Bank, National Association, for itself and as
       administrative agent under the UCA Credit Facility;

    6. Bank of America, N.A., in its individual capacity and in
       its capacity as administrative agent of the Century Cable
       Holdings Credit Facility;

    7. Bank of Montreal in its capacity as administrative agent
       for the Olympus Lenders;

    8. The Official Committee of Equity Security Holders of ACOM;

    9. The Ad Hoc Committee of Senior Shareholders of ACOM
       Preferred Stock;

   10. The putative class plaintiffs in a suit pending before the
       U.S. District Court for the Southern District of New York
       captioned In re Adelphia Communication Corp. Securities &
       Deriv. Litigation;

   11. The Ad Hoc Committee of ACC Senior Noteholders as holders
       of over $1.7 billion in Senior Notes issued by ACOM;

   12. Law Debenture Trust Company of New York, as Indenture
       Trustee;

   13. The Ad Hoc Committee of Arahova Noteholders; and

   14. Citibank, N.A., as administrative agent for the Century-
       TCI Lenders.

Generally, the parties-in-interest seek a legal determination
from the Court that recoveries are not, and will not be, impacted
in any manner whatsoever by any of the Dispute Issues.

                              W.R. Huff

W.R. Huff specifically wants the Court to determine that the
claims against the Subsidiary Debtors are structurally senior to
the claims against ACOM as set forth in the prospectus for each
series of ACC Senior Notes.  In addition, W.R. Huff seeks a
determination that the "inter-creditor claims" are not valid
claims against any of the ACOM Debtors and, even if they are
claims, they cannot be treated pari passu with third party
claims.

                           JPMorgan Chase

Among others, JPMorgan wants the Court to determine that:

    a. The determination of certain Dispute Issues must account
       for and reflect the unique facts and circumstances
       surrounding the execution of the FrontierVision Credit
       Agreement and the distinct position of the FrontierVision
       Lenders versus the other creditor constituencies in the
       ACOM Debtors' cases;

    b. To the extent any portion of the Sale Transaction Value
       is attributable to the sale of any assets encumbered by the
       FrontierVision Liens, then the Sale Transaction Value must
       first be used to satisfy the FrontierVision Lenders'
       claims;

    c. Sale Transaction Value must be (i) traced to the respective
       Debtor Group, (ii) "trapped" in that silo, and (iii) used
       solely to satisfy claims against the Debtor entities in
       that Debtor Group;

    d. The costs of the Government Settlement, the Tax Costs of
       the Sale and the Economic Costs of the Plan Reserves should
       not be allocated disproportionately, if at all; and

    e. The substantive consolidation is an equitable remedy that
       is employed sparingly and that cannot reorder or eliminate
       the rights and priorities of secured creditors.

                          Bank of Montreal

Bank of Montreal wants the Court to declare that substantive
consolidation is not appropriate in the ACOM Debtors' cases, or
permissible as proposed by the Debtors in the Plan, and would
impermissibly disenfranchise the Olympus Lenders.

                          Equity Committee

The Equity Committee wants a judicial determination that:

    a. the characterization of the Century Intercompany Payables
       in the May 2005 Amended Schedules is presumptively valid;

    b. the May 2005 Amended Schedules properly reflect the amount
       of, and parties to, each of the Century Intercompany
       Payables;

    c. the Century Intercompany Payables should be characterized
       as debt; and

    d. the benefits and burdens of the Government Settlement
       should reside solely with the Holding Company Debtor Group.

Preliminarily, the Equity Committee asserts that:

    -- valuations and allocations among the Debtor Groups should
       be based on a relative operating cash flow approach; and

    -- enhancements or deductions to the total Asset Sale
       consideration should be allocated to the Debtor Group
       responsible for the enhancement or deduction.

                      Class Action Plaintiffs

The Class Action Plaintiffs want the Court to determine if the
Plan improperly:

    -- provides for a $25 million reserve to reimburse post-
       Effective Date fees, costs or expenses of the ACOM Debtors'
       prepetition bank lenders, in their capacity as defendants
       in the Securities Class Action;

    -- permits the Litigation Prosecution Fund to be used to pay
       indemnification claims of defendants in the Continuing Bank
       Actions; and

    -- provides for payment of postpetition interest on unsecured
       claims.

                            ACC Committee

Among others, the ACC Committee, subject to the certain
reservations of rights and exceptions, wants the Court to
determine that:

    a. the amount identified for each individual Debtor entity in
       the column of the Debtors' "May 2005 Amendments To
       Schedules Of Liabilities" entitled "Gross (Payables)" is a
       valid and enforceable monetary obligation of the individual
       Debtor entity to Debtor Adelphia Cablevision LLC -- the
       Adelphia Bank; and

    b. the amount identified for each individual Debtor entity in
       the column of the Intercompany Schedules entitled "Gross
       Receivables" is a valid and enforceable monetary obligation
       of the Adelphia Bank to the individual Debtor entity.

    c. each Intercompany Claim should be allowed as a general
       unsecured claim and treated ratably with the other general
       unsecured claims asserted against the particular Debtor
       entity against which the Intercompany Claim exists;

    d. Intercompany Claims should not be subordinated,
       recharacterized as equity, or disregarded;

    e. the various transactions between and among the Debtors that
       gave rise to the Intercompany Claims are not avoidable per
       se under any of the provisions of Chapter 5 of the
       Bankruptcy Code or otherwise merely because they gave rise
       to liability by one Debtor in favor of another;

    f. the Intercompany Claims should not be aggregated on a
       "Debtor Group" basis but should be setoff against each
       other only on a Debtor-by-Debtor basis as in the
       Intercompany Schedules;

    g. the consideration from the pending sale of the ACOM Debtors
       to Time Warner NY Cable LLC and Comcast Corporation should
       be allocated among individual Debtors pursuant to a
       consistent methodology that is based on information of
       value generated by the sale process, in which the Debtors
       learned what actual, willing buyers were prepared to pay
       for the Debtors' assets;

    h. the costs and benefits of the Government Settlement should
       be allocated consistently, so that each Debtor who benefits
       from the Government Settlement, and particularly each
       Debtor that is deemed to own any of the Forfeited Managed
       Entities, is allocated a ratable portion of the costs
       attributable to the compromise, including the $715 million
       to be paid into the Victim Restitution Fund; and

    i. substantive consolidation of the ACOM Debtors is not
       appropriate.

The ACC Committee intends to conduct discovery and investigation
as to its submitted issues.  The ACC Committee reserves all
rights to amend its Preliminary Issues Statement as more facts
become known.

                          Arahova Committee

The Arahova Noteholders Committee contends that:

    a. Each and every claim asserted against any Arahova Debtor by
       Adelphia Cablevision, LLC, or any other Debtor (other than
       the Arahova Debtors), should be either:

          -- avoided as a constructive or intentional fraudulent
             transfer;

          -- recharacterized as an equity investment in the
             Arahova Debtor and limited to the amount of value
             actually transferred to that Arahova Debtor; or

          -- equitably subordinated to all other allowed claims
             against the Arahova Debtor;

    b. Each and every transfer from any Arahova Debtors to or for
       the benefit of any other Debtor (or insider of that
       Debtor), within one year prior to the ACOM Debtors'
       Petition Date, on account of alleged intercompany claims or
       otherwise should be avoided as preferential transfers;

    c. Any Debtor in the possession, custody or control of
       property of any of the Arahova Debtors' estates should be
       directed to account for, and turnover, the property to that
       Arahova Debtor pursuant to Sections 542, 550 and 551 of the
       Bankruptcy Code;

    d. Each and every claim of a Rigas Managed Entity against any
       Arahova Debtor should be disallowed under applicable law;

    e. The substantive consolidation according to the "silo
       structure" is impermissible under applicable law; and

    f. The consideration to be paid under the proposed sale of the
       Debtors' assets to Time Warner and Comcast should be
       allocated fairly among each Debtor based on the evidence
       presented on the record.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 104; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Arahova Panel Appeals Intercompany Claims Order
---------------------------------------------------------------
The ad hoc committee of holders of over $500 million in senior
notes issued by Arahova Communications, Inc., Adelphia
Communications Corporation's debtor-affiliate, is appealing Judge
Gerber's order denying its request to pursue intercompany claims
to the U.S. District Court for the Southern District of New York.

The Arahova Noteholders Committee wants the District Court to
review whether the Bankruptcy Court erred in failing to grant it
standing to pursue legal actions on Arahova's behalf when Arahova
has no disinterested fiduciary or counsel to initiate or
prosecute the actions on its behalf.

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Court denied the Arahova Noteholders Committee's request for
leave, standing and authority to prosecute intercompany claims and
causes of actions, on behalf of Arahova and its debtor
subsidiaries in the ACOM Debtors' Chapter 11 cases.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Arahova Panel Appeals Order Denying Depositions
---------------------------------------------------------------
The ad hoc committee of holders of over $500 million in senior
notes issued by Arahova Communications, Inc., Adelphia
Communications Corporation's debtor-affiliate, is appealing Judge
Gerber's order denying its request to compel or, in the
alternative, strike the factual assertions contained in Adelphia's
reply in opposition to the Arahova Committee's request to pursue
intercompany claims to the U.S. District Court for the Southern
District of New York.

The Arahova Noteholders Committee wants the District Court to
review whether the Bankruptcy Court erred in failing to order
that the ACOM Debtors either produce information requested in
properly noticed discovery concerning the allegations they made
in contested matters or that all the factual matters would be
stricken from consideration.

As reported in the Troubled Company Reporter on Aug. 17, 2005,
Judge Gerber's denied Arahova Committee's request to:

    a. compel:

          * the deposition of ACOM's Senior Vice President and
            Chief Accounting Officer, Scott Macdonald and a
            company representative with respect to the Arahova
            Committee's notice of deposition;

          * the production of all documents responsive to all
            pending requests for production; and

          * provision of formal responses by the ACOM Debtors to
            all pending discovery requests; or in the alternative

    b. strike the Debtors' factual allegations in their opposition
       to the Arahova Committee Motions and precluding the offer
       of any evidence in opposition to the pending motions.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CARGO: Has Until Oct. 3 to File Plan & Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland in
Baltimore extended, until Oct. 3, 2005, the time within which
Air Cargo, Inc., has the exclusive right to file a plan of
reorganization and its accompanying disclosure statement.
The Debtor's exclusive period to solicit plan acceptances is
extended through Dec. 5, 2005.

The Debtor asked the Bankruptcy Court to extend its exclusive
plan-filing period to allow more time to resolve issues raised in
the Air France Adversary Proceeding.

As previously reported in the Troubled Company Reporter, the
Debtor filed a lawsuit against Air France, Silicon Valley Bank,
and 82 trucking companies seeking:

   -- an injunction prohibiting the truckers from pursuing claims
      against Air France;

   -- a declaratory judgment that the truckers have no rights to
      these monies; and

   -- a judgment in favor of Air Cargo against Air France for
      monies owed to Air Cargo.

The Debtor's counsel, Alan M. Grochal, Esq., at Tydings &
Rosenberg LLP, tells the Bankruptcy Court that the negotiations
with Air France and the truckers have been delayed.  Mr. Gorchal
reminds the Court that a mediator was appointed in late July.  Mr.
Grochal assures the Bankruptcy Court that the parties have
voluntarily engaged in informal discovery and have scheduled a
series of conference calls to move the case forward.

Mr. Grochal says the extension will avoid the possibility of
delay, increased cost, and reduced value of the estate in the
event a non-consensual plan were filed by another party-in-
interest.  Mr. Grochal adds that the extension will allow the
Debtor to attempt to harmonize competing interests in a reasoned
and balanced manner.

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provided
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal, Esq., at
Tydings & Rosenberg, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,300,000 and total debts of $17,900,000.


AIR CARGO: Hires Ogletree Deakins as Special Litigation Counsel
---------------------------------------------------------------
The U.S Bankruptcy Court for the District of Maryland in Baltimore
gave Air Cargo, Inc., permission to employ Randolph E. Ruff, Esq.,
and Matthew J. Straub, Esq., at Ogletree, Deakins, Nash, Smoak &
Stewart, PC, as its special litigation counsel.

As previously reported in the Troubled Company Reporter, the
Debtor filed a lawsuit against Air France, Silicon Valley Bank,
and 82 trucking companies seeking:

   -- an injunction prohibiting the truckers from pursuing claims
      against Air France;

   -- a declaratory judgment that the truckers have no rights to
      these monies; and

   -- a judgment in favor of Air Cargo against Air France for
      monies owed to Air Cargo.

The truckers filed separate suits to collect monies from Delta
Airlines, Inc., Northwest Airlines, Inc., Scandinavian Airlines of
North America, Inc., and United Airlines, Inc.  All of these
cases, except for the United Airlines suit, have been transferred
to the Maryland Bankruptcy Court.

The lawsuit against United Airlines was transferred to the
Northern District of Illinois pursuant to a stipulation between
United Airlines and the truckers.  Ogletree Deakins will assist
the Debtor in moving to transfer that suit to the District of
Maryland.

The Debtor selected Ogletree Deakins because of the Firm's
considerable experience in matters arising in the United States
Bankruptcy Court for the Northern District of Illinois.

Mr. Ruff bills $295 per hour for services while Mr. Straub charges
$210 per hour.

To the best of the Debtor's knowledge, Ogletree Deakins does not
represent any interest adverse to its estate or its creditors.

Ogletree Deakins -- http://www.ogletreedeakins.com/-- is one of
America's leading labor and employment law firms.  Ogletree
Deakins' labor and employment practice is complemented and
supported by related practice groups in the areas of business
immigration, litigation, employee benefits, environmental law,
occupational safety and health, and construction law.

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provided
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal, Esq., at
Tydings & Rosenberg, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,300,000 and total debts of $17,900,000.


AMERIQUEST MORTGAGE: Fitch Assigns BB+ Rating to $5.2 Mil. Certs.
-----------------------------------------------------------------
Ameriquest Mortgage Securities Inc. asset-backed pass-through
certificates are rated by Fitch Ratings:

     --$1.029 billion privately offered classes A-1A, A-1B, A-1C,
       A-1D 'AAA'

     --$208.3 million publicly offered classes A-2A, A-2B, A-2C,
       A-2D 'AAA';

     --$48.00 million class M-1 certificates 'AA+';

     --$43.50 million class M-2 certificates 'AA+';

     --$30.75 million class M-3 certificates 'AA';

     --$23.25 million class M-4 certificates 'AA-';

     --$23.25 million class M-5 certificates 'A+';

     --$16.50 million class M-6 certificates 'A;

     --$13.50 million class M-7 certificates 'A-';

     --$14.25 million class M-8 certificates 'BBB+';

     --$13.50 million class M-9 certificates 'BBB';

     --$11.25 million class M-10 certificates 'BBB';

     --$6.60 million class M-11 certificates 'BBB-';

     --$5.25 million class M-12 certificates 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.45% credit enhancement provided by classes M-1
through M-12 certificates, monthly excess interest and initial
over collateralization of 0.70%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 14.25% credit enhancement provided by classes M-2
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 11.35% credit enhancement provided by classes M-3
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 9.30% credit enhancement provided by classes M-4
through M-12 certificates monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-4 certificates
reflects the 7.75% credit enhancement provided by classes M-5
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-5 certificates
reflects the 6.20% credit enhancement provided by classes M-6
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-6 certificates
reflects 5.10% credit enhancement provided by classes M-7 through
M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-7 certificates
reflects the 4.20% credit enhancement provided by classes M-8
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-8 certificates
reflects the 3.25% credit enhancement provided by classes M-9
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-9 certificates
reflects the 2.35% credit enhancement provided by classes M-10
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-10 certificates
reflects the 1.60% credit enhancement provided by class M-11 and
class M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' rated class M-11 certificates
reflects the 1.05% credit enhancement provided by class M-12
certificates, monthly excess interest and initial OC.

Credit enhancement for the non-offered 'BB+' class M-12
certificates reflects the monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as master servicer.  Deutsche Bank
National Trust Company will act as trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate principal balance of $1,247,652,821, and the average
balance of the mortgage loans is approximately $155,490.  The
weighted average loan rate is approximately 7.938%.  The weighted
average remaining term to maturity is 351 months.  The weighted
average original loan-to-value ratio is 76.98%.  The properties
are primarily located in Florida (13.05%), California (11.72%),
New York (7.33%), New Jersey (6.68%), Maryland (5.54%),
Massachusetts (5.27%), and Pennsylvania (5.03%).  All other states
represent less than 5% of the Group I pool balance as of the cut-
off date.

As of the cut-off date, the Group II mortgage loans have an
aggregate principal balance of $252,347,283, and the average
balance is approximately $426,984.  The weighted average loan rate
is approximately 7.406%.  The WAM is 355 months.  The weighted
average OLTV ratio is 79.87%.  The properties are primarily
located in California (40.30%), New York (15.58%), Florida
(6.56%), New Jersey (6.00%), Massachusetts (5.68%), and Maryland
(5.24%).  All other states represent less than 5% of the Group II
pool balance as of the cut-off date.

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale sub prime mortgage loans.


ANCHOR GLASS: Details New $125 Million DIP Deal with Noteholders
----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to secure
additional financing of up to $125,000,000 with certain holders of
the Debtor's $350 million 11% Senior Secured Notes due 2013.

Both Wachovia's $115,000,000 financing and the $15,000,000
financing provided by the Note Purchasers were interim solutions
to the Debtor's financing needs, Robert A. Soriano, Esq., at
Carlton Fields, P.A., in Tampa, Florida, explains.  The Debtor
will use the $125 million loan to repay the prepetition financing
facilities with Wachovia and Madeleine, LLC, and the Wachovia and
the $15,000,000 DIP loans.

As of the Petition Date, the aggregate amount of all Loans, Letter
of Credit Accommodations and other prepetition obligations owed by
the Debtor to Wachovia in connection with the Wachovia Facility
was approximately $63,500,000, plus interest.  The Debtor owes
approximately $15,370,000 under the Madeleine Facility.

According to Mr. Soriano, the Debtor does not have sufficient
available sources of working capital to operate its businesses in
the ordinary course without the $125,000,000 financing.  To
permit the orderly continuation of the operation of its
businesses, minimize the disruption of its business operations,
and manage and preserve the assets of its estate, the Debtor has
an immediate need to obtain additional postpetition financing,
Mr. Soriano maintains.

The Debtor, however, is unable to procure financing in the form
of unsecured credit and the necessary financing on terms more
favorable than the financing offered by the Note Purchasers and
Wells Fargo Bank, N.A., acting as the administrative agent.

Mr. Soriano tells the Court that Wells Fargo and the Note
Purchases are willing to extend, certain loans, advances and
other financial accommodations pursuant to the terms and
conditions set forth in a Term Sheet entered into by the parties.

The salient terms of the Term Sheet are:

The Facility:           Advances made available to the Debtor by
                        the Note Purchasers on the Closing Date
                        in an aggregate principal amount of
                        $125,000,000.

Use of Proceeds:        Proceeds of the Notes issued under the
                        Facility will be used to:

                        (a) retire in full:

                               (i) the Wachovia Facility,

                              (ii) the Madeline Facility, and

                             (iii) the DIP loans with Wachovia
                                   and with certain Noteholders;
                                   and

                        (b) pay for the reasonable postpetition
                            operating expenses and capital
                            expenditures of the Debtor in general
                            accordance with a budget, which will
                            be agreed upon by the Debtor and the
                            Note Purchasers.

                        The Debtor will deposit all of the
                        proceeds remaining after repayment of the
                        Existing Debt into a segregated bank
                        account.  The funds in that segregated
                        account, over and above a threshold
                        amount to be agreed, will only be used
                        for items set forth in the Budget or as
                        otherwise consented to by the Note
                        Purchasers.

                        In no event will any proceeds be used to
                        pay:

                        (a) any prepetition obligations of the
                            Debtor; or

                        (b) any obligations to equity holders or
                            affiliates thereof, without the prior
                            written consent of the Note
                            Purchasers.

Closing Date:           September 15, 2005.

Maturity Date:          The earlier of (x) September 15, 2006;
                        (y) the effective date of a Plan of
                        Reorganization approved by the Note
                        Purchasers; and (z) the date on which an
                        Event of Default occurs and the requisite
                        Note Purchasers declare the Notes due and
                        payable.  All amounts outstanding and any
                        other obligations of the Debtor under the
                        Facility will be due and payable in full
                        in cash on the Maturity Date.

Prepayment Fee:         A fee equal to 100 bps if the Facility is
                        refinanced with a replacement DIP
                        financing before maturity.

Interest Rate:          The Notes will bear cash interest at a
                        rate equal to the rate applicable to a
                        LIBOR interest period of three month on
                        the Closing Date plus 700 bps, payable
                        monthly.

Default Interest Rate:  During the continuance of an Event of
                        Default, the Notes will bear cash
                        interest at an additional 200 bps per
                        annum.

Commitment Fees:        A commitment fee to the Note Purchasers
                        equal to 87.5 bps of the principal amount
                        of the Facility will be earned and due
                        and payable to the Note Purchasers upon
                        the Court's final order approving the
                        Facility.

Agent's Agreement:      All fees, terms and conditions applicable
                        to appointment and duties of Wells Fargo
                        with respect to the Facility will be
                        reasonably acceptable to the Note
                        Purchasers.

Expenses:               The Debtor will pay in the ordinary
                        course, without further Court order, all:

                        (a) reasonable fees, and out of pocket
                            costs and expenses of Wells Fargo and
                            the Note Purchasers in connection
                            with the preparation, execution and
                            delivery of the note purchase
                            documentation and the funding of the
                            Facility, the administration of the
                            Facility and any amendment or waiver
                            of any provision of the note purchase
                            documentation;

                        (b) reasonable out of pocket costs and
                            expenses of the Note Purchasers in
                            connection with the enforcement or
                            protection of any of their rights and
                            remedies under the note purchase
                            documentation; and

                        (c) all reasonable fees and expenses of
                            the Note Purchasers' professionals in
                            connection with the Debtor's Chapter
                            11 case.

                        The Note Purchasers will provide a
                        summary of those fees and expenses to the
                        Debtor, any duly appointed Official
                        Committee and the office of the U.S.
                        Trustee and, in the event of an objection
                        within five days of receipt, the
                        objection will be heard by the Court.

Priority:               All amounts owing by the Debtor under the
                        Facility will constitute allowed super-
                        priority administrative expense claims in
                        Anchor's Chapter 11 case, having priority
                        over all administrative expenses of the
                        kind specified in Sections 503(b) and
                        507(b) of the Bankruptcy Code, subject
                        only to the Carve-Out.

Collateral:             All amounts owing by the Debtor under the
                        Facility will be secured by a first
                        priority perfected priming security
                        interest in, and lien on, all of the
                        assets of the Debtor, subject only to:

                        (a) valid and enforceable liens of record
                            as of the date of the commencement of
                            the Debtor's Chapter 11 case as are
                            acceptable to Wells Fargo and the
                            Note Purchasers;

                        (b) a basket for additional capital
                            leases to be reasonably agreed to by
                            the Debtor and the Note Purchasers;
                            and

                        (c) the Carve-Out for professional fees.

                        For the avoidance of doubt, the
                        Collateral will include a security
                        interest in, and lien on, the segregated
                        bank account.

Carve Out:              $2,000,000

Adequate Protection:    The Bank of New York, as collateral agent
                        and trustee for the Senior Secured Notes,
                        for the benefit of all holders of the
                        Senior Secured Notes, will be granted as
                        adequate protection:

                        (a) a replacement security interest in,
                            and lien on all of the Debtor's
                            property that currently serves as
                            collateral for the Senior Secured
                            Notes; and

                        (b) a security interest in, and a lien
                            on, all other assets of the Debtor of
                            any kind or nature whatsoever of the
                            Debtor, subject to:

                               (i) the liens and security
                                   interests granted to the Note
                                   Purchasers in connection with
                                   the $125,000,000 Facility;

                              (ii) the valid and enforceable
                                   liens of record as of the
                                   Petition Date;

                             (iii) a basket for additional
                                   capital leases; and

                              (iv) the Carve-Out for professional
                                   fees.

Covenant:               Among others, the Debtor agrees not seek
                        any other DIP financing.

The Debtor and the Note Purchasers agree to customary events of
default provisions.

The Note Purchasers also require the Debtor to retain a Chief
Restructuring Officer.  Moreover, the Debtor covenant with the
Note Purchasers not to seek any other DIP financing.

Mr. Soriano assures the Court that the terms and conditions of
the Term Sheet have been negotiated in good faith and at arm's-
length among the parties, with all parties represented by
counsel.

The Court will convene a hearing to consider the Debtor's request
on September 8, 2005, at 10:30 a.m.

A full-text copy of the Term Sheet is available for free at:

     http://bankrupt.com/misc/125MFinancing_TermSheet.pdf

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Wants to Reject Cadbury Schweppes Contract
--------------------------------------------------------
Anchor Glass Container Corporation seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to reject an
Agreement for the Supply of Goods dated April 17, 2004, between
the Debtor, as supplier, and Mott's, Inc., Snapple Beverage Group,
Inc. and other affiliates of Cadbury Schweppes, PLC, as
purchasers.

Under the terms of the Cadbury Contract, Anchor Glass is to
supply certain bottle and glass container requirements of Cadbury
with products manufactured at several of Anchor's plants, for a
term commencing on January 1, 2004, and continuing through
December 31, 2008.

Anchor Glass' management has determined that the Cadbury Contract
has become and will remain unprofitable due to costs of
production, and current increased costs for raw materials and
energy, Robert M. Quinn, Esq., at Carlton Fields, PA, in Tampa,
Florida, relates.  Anchor, Mr. Quinn continues, is unable to pass
through those costs to the Cadbury Entities under the terms of
the Cadbury Contract.

Under the Contract's pricing terms, Anchor Glass has sustained
substantial losses, and expects to continue to sustain
substantial losses for the remaining term of the Cadbury
Contract.

Mr. Quinn notes that rejection of the Cadbury Contract may,
however, affect the collection of a $1,200,000 prepetition account
due from the Cadbury Entities.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of
flint (clear), amber, green and other colored glass containers for
the beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARLINGTON HOSPITALITY: Files for Chapter 11 Protection in Illinois
------------------------------------------------------------------
Arlington Hospitality, Inc., and 14 affiliates filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
Northern District of Illinois in Chicago yesterday, Aug. 31, 2005.

The Company's wholly owned subsidiary, Arlington Inns. Inc.,
previously filed for chapter 11 protection on June 22, 2005,

Arlington Inns, a tenant of PMC Commercial Trust, disclosed that
PMC filed a lawsuit against the Debtor and Arlington Hospitality
seeking payment of past due rent and real estate taxes for 18
leased hotels.

Of the 18 properties under lease agreements at the time of
Arlington Hospitality's event of default under the PMC lease on
May 13, 2005, two properties -- located in Storm Lake, Iowa, and
Jackson, Tennessee -- have been sold.  PMC is currently in
possession of a property located in McKinney, Texas.

PMC has filed various eviction proceedings seeking to obtain
possession of the remaining 15 leased hotels.  Arlington Inns'
chapter 11 filing will stay the eviction and litigation
proceedings filed against the Debtor.

In a regulatory filing with the Securities and Exchange Commission
last month, Arlington Hospitality said it wasn't able to make a
$500,000 principal payment to LaSalle Bank NA pursuant to its
reduced line of credit, which was decreased from $3.5 million to
$3 million.

Last month, the Company has engaged Chanin Capital L.L.C., an
affiliate of Chanin Capital Partners to serve as the Company's
exclusive financial advisor.  Chanin as been engaged to review the
Company's assets and liabilities, business and financial
projections and to determine its strategic and financial
alternatives including determining the best avenues for
negotiating with the Company's creditors and other stakeholders.

The Nasdaq SmallCap Market is scheduled to delist the Company's
securities at the open of business today, Sept. 1, as a result of
the Company's failure to file its quarterly report on Form 10-Q
for the quarter ended June 30, 2005.

PMC Commercial Trust is a REIT that originates loans to small
businesses secured by real estate and owns various hospitality
properties.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 24749), with the Honorable A. Benjamin
Goldgar presiding.

Arlington Hospitality and its debtor-affiliates filed for chapter
11 protection on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-
34885). Catherine L. Steege, Esq., at Jenner & Block LLP,
represents the Debtors in their restructuring efforts.  As of
March 31, 2005, Arlington Hospitality posted $99 million in total
assets and $94 million in total debts.


ARLINGTON HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Arlington Hospitality, Inc.
             dba Amerihost Properties, Inc.
             2355 South Arlington Heights Road
             Arlington Heights, Illinois 60005

Bankruptcy Case No.: 05-34885

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Arlington Hospitality Development, Inc.    05-34886
      Arlington Hospitality Management, Inc.     05-34887
      Arlington Hospitality Staffing, Inc.       05-34888
      Arlington Inns of America, Inc.            05-34890
      Arlington Inns of Ohio, Inc.               05-34891
      Arlington Lodging Group, Inc.              05-34892
      Arlington Office Group, Inc.               05-34893
      AP Hotels of Illinois, Inc.                05-34894
      AP Properties of Ohio, Inc.                05-34895
      AP Hotels of Georgia, Inc.                 05-34896
      AP Hotels of Wisconsin, Inc.               05-34897
      AP Hotels of Pennsylvania, Inc.            05-34898
      AP Hotels/Parkersburg, WV, Inc.            05-34899
      AP Hotels of Mississippi, Inc.             05-34900

Type of Business: The Debtors develop and construct limited
                  service hotels and own, operate, manage and sell
                  those hotels.  The Debtors operate 15 AmeriHost
                  Inn Hotels under leases from PMC Commercial
                  Trust.  Arlington Hospitality, Inc., serves as a
                  guarantor under these leases.  Arlington Inns
                  Inc., an affiliate, filed for bankruptcy
                  protection on June 22, 2005 (Bankr. N.D. Ill.
                  Case No. 24749), with the Honorable A. Benjamin
                  Goldgar presiding.

Chapter 11 Petition Date: August 31, 2005

Court: Northern District of Illinois (Chicago)

Debtors' Counsel: Catherine L. Steege, Esq.
                  Jenner & Block LLP
                  One IBM Plaza
                  Chicago, Illinois 60611
                  Tel: (312) 222-9350
                  Fax: (312) 527-0484

Financial Condition as of March 31, 2005:

      Total Assets: $99,068,208

      Total Debts:  $94,045,427

The Debtors' lists of 20 Largest Unsecured Creditors are still not
available at press time.


ARMSTRONG WORLD: Asks Court to Okay Incentive Compensation Plans
----------------------------------------------------------------
In April 2001, the U.S. Bankruptcy Court for the District of
Delaware allowed Armstrong World, Inc., and its debtor-affiliates
to implement an employee retention program for senior level
executives and managers that was developed by Armstrong World
Industries, Inc.'s senior management.  Human Capital Division of
Arthur Andersen and Lazard Freres & Co. LLC, as the financial
advisors, assisted the Debtors.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Employee Retention Program
was designed to provide financial security incentives to minimize
Key Employee turnover, to encourage Key Employees to remain with
AWI, and to attract highly competent new executives.

The Employee Retention Program was implemented comprising these
components:

    (a) annual cash retention payments for certain Key Employees;

    (b) a severance benefit plan; and

    (c) the assumption of certain change in control agreements
        and an employment agreement.

AWI also maintains customary incentive compensation plans in which
the
Key Employees participate, consisting of:

    (i) an annual incentive plan for key managers and senior
        level executives; and

   (ii) a long-term cash incentive plan.

                The Original Incentive Compensation Plans

According to Mr. Collins, AWI planned to continue the Original
Incentive Compensation Plans through the effective date of the
Plan.  Mr. Collins states that the Plan, once effective, provides
for the implementation of the "New Long Term Incentive Plan,"
pursuant to which Key Employees are eligible for awards in the
form of grants of shares of stock, restricted stock, stock
options, performance shares and stock appreciation rights, or cash
incentives in lieu of equity-based awards.

It is difficult for AWI to determine with any certainty the timing
of its emergence from Chapter 11.

"Because AWI will not be implementing the New Long Term Incentive
Plan at this time, it is important that AWI continue to offer Key
Employees the necessary financial incentives to remain with AWI
and motivate those Key Employees to continue to work towards the
goals of maximizing AWI's enterprise value and emerging from
chapter 11," Mr. Collins says.

In addition, AWI's delayed emergence also has a significant impact
on certain tax deductions that AWI has been entitled to take in
connection with payments made under the Original Incentive
Compensation Plans.

Specifically, Section 162(m)(4)(C) of the Internal Revenue Code of
1986, allows corporations to take deduction for a tax performance-
based compensation.  This provision requires that the material
terms under which the remuneration is to be paid, including the
performance goals, are disclosed to shareholders and approved by a
majority vote of shareholders before the payment of that
remuneration, Mr. Collins explains.

Mr. Collins states that the Original Incentive Plan and the
Original Achievement Plan were disclosed to and approved by AWI's
shareholders in April 1999 and May 2000.  The Plan contemplates
that AWI would emerge from Chapter 11 and, following its initial
distribution of new equity to the "Asbestos PI Trust," AWI would
obtain express and specific approval from its new, sole
shareholder at that time so that the New Long-Term Incentive Plan
could continue to qualify, without interruption, for the
performance-based compensation exclusion under Section 162(m).

Originally, Mr. Collins says, AWI expected to emerge from Chapter
11 no later than 2004.

In August 2005, as part of an effort to motivate Key Employees,
AWI's board of directors amended the Original Incentive
Compensation Plans and updated the criteria used to measure
performance under those plans.  Because amendment of the
performance criteria constitutes a change to the material terms of
the Original Compensation Plans, and in light of the denial of
AWI's Plan Confirmation, Mr. Collins points out that it is
necessary for AWI to obtain approval for the performance-based
compensation to qualify for favorable tax treatment going forward.

                     The Management Achievement Plan

Mr. Collins presents to the Court a Management Achievement Plan
which is AWI's primary annual bonus plan designed to promote its
financial success by recognizing the significant contributions
individual employees can make to the achievement of AWI's goals.

The Management Achievement Plan covers certain Key Employees,
selected by the Management Development and Compensation Committee
of the Board of Directors of Armstrong Holdings, whose duties and
responsibilities affect the achievement of AWI's performance goals
and specific targets for its Key Employees.  AWI's Chairman and
Chief Executive Officer annually selects the non-officer
participants and makes recommendations to the Compensation
Committee regarding officer participants.

The Management Achievement Plan establishes an annual target
incentive award expressed as a percentage of the Key Executive's
base salary.  A participant can earn cash awards in relation to
the attainment of corporate and business unit goals.  A specific
weighting is assigned to those achievement segments where
applicable.

Mr. Collins illustrates that the amount of an annual incentive
award paid to participants under the Management Achievement Plan
in relation to the attainment of corporate or business unit goals
is based on these Performance Criteria:

    -- cash flow,
    -- earnings,
    -- operating income, and
    -- sales.

The Compensation Committee also determines the amount to be paid
to each participant based on the attainment of corporation and
business unit results.  The formula for measuring 2005 performance
is based on operating income.  Within parameters established by
the Compensation Committee, the CEO may increase or decrease the
award payments for non-executive officer participants based on
AWI's evaluation of their individual performance.  The award
payments for executive officer participants are based on the
achievement of corporate goals and must be approved by the
Compensation Committee.

Target Awards vary with the Key Employee's level of responsibility
and are set with an awareness of competitive practice for
comparable positions in similar companies.  Under the Management
Achievement Plan, Target Awards range from 15% to 125% of base
salary depending on the position of the participating Key
Employees.  All payments are subject to downward adjustment by the
Compensation Committee in its discretion.

Moreover, Management Achievement Plan participants who terminate
employment before payment of the award for a prior plan year for
certain reasons are not eligible to receive awards under the
Management Achievement Plan, unless those awards are otherwise
approved by the Compensation Committee.  On the other hand, those
participants who retire, become disabled, die or are involuntarily
terminated for reasons other than cause on or after the last
workday of March may be eligible for a pro-rated award based on
AWI's evaluation of their individual performance.

Mr. Collins ascertains that if AWI's business units achieve their
financial goals for 2005, AWI estimates that the aggregate amount
payable under the Management Achievement Plan for 2005 will be
approximately $12.7 million.  The Management Achievement Plan
establishes $3 million as the maximum amount that may be paid to
any participant in any one year.

                  The Long-Term Incentive Plan

The Long-Term Incentive Plan is an equity and cash performance
incentive plan used by AWI to provide equity and cash long-term
incentives to employees.  The Incentive Plan was originally
designed primarily to encourage stock ownership by participants to
promote their interest in increasing AWI's value and to assist in
the attraction and retention of Key Employees vital to AWI's
success.

Following the Debtors' bankruptcy petition date, however, Mr.
Collins notes that the equity incentives were no longer feasible.
Effective in 2001, AWI began to provide long-term incentive
compensation in the form of annual long-term cash incentive
grants, as opposed to equity-based incentive compensation.

Mr. Collins explains that each long-term cash incentive award is
conditioned on AWI's achievement of one or more of these
Performance Criteria covering the applicable performance period in
the award agreement evidencing the long-term incentive award:

    (i) earnings before interest, taxes, depreciation and
        amortization;

   (ii) return on capital;

  (iii) earnings per share;

   (iv) sales;

    (v) earnings;

   (vi) cash flow; and

  (vii) operating income.

In making a long-term cash incentive award, the Compensation
Committee establishes a performance level below which no award
will be payable.  The Compensation Committee may also establish
additional performance conditions that must be satisfied by AWI, a
business unit, or the participant as a condition precedent to the
payment of all or a portion of any long-term incentive awards.

The Incentive Plan for the 2005-2006 performance cycle has awards
to approximately 250 selected Key Employees.  Participants, who
include officers and other Key Employees of AWI and its
subsidiaries that are selected by the Compensation Committee,
generally receive payments based on two-year operating income
performance, measured against a pre-established performance
objective.  For 2005, however, the award to AWI's CEO is based on
2006 EBITDA results compared to 2004 EBITDA performance.  Actual
cash payments under the Incentive Plan are made in the year
following the completion of the performance cycle.

Mr. Collins informs the Court that target awards under the
Incentive Plan range from 12% to 337.5% of base salary, depending
on the position level of the participating Key Employees.  As with
the Management Achievement Plan, all payments made under the
Incentive Plan are subject to downward adjustment by the
Compensation Committee.  Moreover, Incentive Plan participants who
terminate employment prior to the payment date of an award for
reasons other than death or disability are not eligible to receive
a payout under the Incentive Plan.

AWI estimates that the aggregate amount payable in 2007 for the
2005-2006 performance cycle with respect to the Incentive Plan
will be approximately $16.4 million at the established performance
goal.  The Incentive Plan establishes $3 million as the maximum
amount that may be paid to any participant in any one year.

Furthermore, Mr. Collins notes that in the event of a "change in
Control" following AWI's emergence from Chapter 11 and before the
completion of the performance cycle, all participants eligible to
receive an award payment will receive a cash payment equal to the
full Incentive Plan award grant amount, with that payment to be
made at the time of the Change in Control.

Mr. Collins explains that a "Change in Control" is limited to a
non-consensual transaction where:

    -- any person acquires beneficial ownership of 28% or more
       than of the then outstanding voting stock and within five
       years after disinterested directors no longer constitute
       at least majority of the Board; or

    -- a business combination with an interested shareholder
       occurs which has not been approved by a majority of
       disinterested directors.

       Incentive Compensation Plans Maximize AWI's Value

Mr. Collins asserts that the Incentive Compensation Plans have
been designed to motivate Key Employees to continue to provide
essential management and other necessary services, and to
encourage Key Employees to remain with AWI and work productively
to maximize enterprise value and achieve a successful emergence
from Chapter 11.

Accordingly, AWI asks Judge Fitzgerald to approve the IRS-
specified material terms of the Incentive Compensation Plans.

Mr. Collins contends that it would be impractical and
inappropriate to seek an approval from Armstrong Holdings'
shareholders because it suspended shareholder meetings when it
became clear that the Plan would cancel AWI's common stock and
sever the interest of Armstrong Holdings and its shareholders with
AWI.  Mr. Collins believes that seeking shareholder approval of
the Incentive Compensation Plans would not only be impractical,
but also would not serve the intent of the applicable regulation.

In chapter 11 cases, the IRS has accepted Court approval of the
material terms of incentive compensation plans in lieu of
shareholder approval for those plans to continue to qualify for
favorable tax treatment under an IRC provision that is similar to
Section 162(m).  Although AWI believes that maintenance of the
Incentive Compensation Plans is in the ordinary course of
business, court approval of the material terms of the Incentive
Compensation Plans is necessary for AWI's tax deduction to
continue.

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)


ARTIFICIAL LIFE: June 30 Balance Sheet Upside-Down by $1.8 Million
------------------------------------------------------------------
Artifical Life, Inc., delivered its quarterly report on Form
10-QSB for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on August 15, 2005.

For the quarter ended June 30, 2005, the Company reported a
$328,915 net loss.  At June 30, the Company's balance sheet shows
$645,565 in total assets and liabilities totaling $2,443,357,
resulting in a $1,797,792 stockholders' deficit.  Liquidity is
strained, with $531,598 of current assets available to pay current
liabilities of $2,443,357 coming due within the next year.

Horwath Gelfond Hochstadt Pangburn, P.C., the Company's
independent registered public accountants, has expressed doubt
about the Company's ability to continue as a going concern.  The
company has posted losses totaling $32,284,721 since 1998.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?12c

Artifical Life, Inc. -- http://artificial-life.com/-- develops
and sells a wide range of products and custom applications for the
Internet and mobile devices.


ASARCO LLC: Gets Court Nod to Maintain Insurance Agreements
-----------------------------------------------------------
In the normal course of operating its business and maintaining its
properties, ASARCO LLC maintains various liability insurance
policies through multiple insurance carriers.  The Insurance
Policies include coverage for automobile claims, fiduciary
liability claims, crime claims, professional liability
claims, pollution claims, cargo and railcar claims, certain
general liability claims, and various property-related
liabilities.  The third-party claims that are covered by the
Insurance Policies are not unusual either in amount or in number
in relation to the Debtor's business operations.

To maximize savings from economies of scale, three of the
Insurance Policies -- excess umbrella, property, and cargo -- are
purchased by the Debtor's ultimate parent company, Grupo Mexico,
S.A. de C.V.  These policies provide coverage to the Debtor, as
well as to its affiliated companies.

The premium for each policy is allocated to each affiliate,
including ASARCO, based on these criteria:

   (i) property policy -- allocation based on relative size of
       insured assets;

  (ii) cargo policy -- allocation based on estimated yearly
       sales; and

(iii) excess umbrella policy -- allocation based on historical
       risk of litigation.

The premiums associated with the Insurance Policies were paid or
financed by the Debtor in various manners.  With respect to those
Insurance Policies providing coverage related to crime, breach of
fiduciary duties, special accidents, and professional liability,
the Debtor historically has paid the entire premium before the
Petition Date in the ordinary course of business.  The Debtor has
financed the premiums relating to the remaining Insurance
Policies -- excess umbrella, cargo and rail cars, property, auto,
and the pollution liability policy.

Most of the Financed Policies were financed directly with the
insurance carrier.  Other Financed Policies were financed through
an unrelated third party, AICCO, Inc.

A schedule of the amount and timing of the various installments
for the Financed Policies is available at no charge at:

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

Each of the Insurance Policies is essential to the ongoing
operation of the Debtor's business.

By this motion, the Debtor seeks the Court's authority to
continue making all payments necessary to maintain the Financed
Policies and enter into additional agreements to finance the
premiums of Insurance Policies in the ordinary course of
business.

If the Debtor fails to make timely payments on account of its
Financed Policies, the lender likely will move immediately for
relief from the stay to terminate the policy, Karen C. Paul,
Senior Assistant General Counsel of ASARCO, explains.  Under the
agreements, each lender has the right to terminate the policy and
apply any surrendered cash value to the outstanding amount due to
the lender.

Because it is undisputed that the Debtor needs to maintain the
insurance coverage at all times, the Debtor will then be forced
to locate replacement coverage.  This result is not beneficial to
the Debtor, its estate, or any party-in-interest.

Ms. Paul notes that the policies cannot be allowed to lapse or
the Debtor would be exposed to substantial liability for
resulting damages.  Moreover, the guidelines of the Office of the
United States Trustee require the Debtor to maintain its
insurance program.

Ms. Paul informs Judge Schmidt that ASARCO would otherwise be
authorized to enter into future financing agreements for
Insurance Policies without Court approval under Section 364(a) of
the Bankruptcy Code, but for the fact that financing agreements
are typically secured by the cash value of the policy that is
being financed.  In the event that the Debtor fails to make its
financing payments, the financing agreements permit the lender to
cancel the policy, Ms. Paul explains.

Because the policy has been paid in full -- from the insurer's
point of view -- Ms. Paul says early cancellation of the policy
results in the return of unearned premiums.  Under the typical
financing agreement, the lender then applies the unearned
premiums towards the outstanding amount due to it.  Any excess is
returned to the Debtor.

Additionally, the Debtor seeks to continue the practice of
jointly participating in certain insurance policies with its
parent company.  Grupo Mexico is able to obtain policies for
excess umbrella, property, and cargo coverage much more
efficiently than ASARCO could do on its own, according to
Ms. Paul.

                         Court's Ruling

The Court grants ASARCO's request.  Judge Schmidt authorizes the
Debtor to make all payments necessary to maintain its insurance
policies.

In the event the Debtor identifies additional Financed Policies
that it seeks to finance, the Debtor will notify in writing the
counsel for any official committees appointed in the case and the
U.S. Trustee.  Unless the Committee or the U.S. Trustee files an
objection with the Court, the Debtor is authorized to execute and
enter into the insurance financing agreement without the need for
further Court order.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining, smelting
and refining company.  Grupo Mexico S.A. de C.V. is ASARCO's
ultimate parent.  The Company filed for chapter 11 protection on
Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  James R.
Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq.,
at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden,
Womble & Culbreth, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $600 million in total assets and $1 billion in total
debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.
(ASARCO Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASARCO LLC: Court Modifies Stay to Allow Owens-Illinois Action
--------------------------------------------------------------
Owens-Illinois asks the U.S. Bankruptcy Court for the Southern
District of Texas to lift the automatic stay so it may assert a
third-party claim against Lac d'Amiante Du Quebec Ltee, a debtor-
subsidiary of ASARCO LLC.

Owens-Illinois wants to include Lac d'Amiante Du Quebec on the
jury verdict form in a state court action for purposes of
apportioning fault.

On June 16, 2004, Arletta Pippen, Executrix of the Estate of the
deceased Verna Watts, along with Charles Watts, Jr., Executor of
the Estate of the deceased Charles Watts, Sr., filed a suit
against Owens-Illinois in the Superior Court of the State of
Delaware, New Castle County, C.A. No. 02C-03-220, alleging injury
caused by asbestos exposure.  Owens-Illinois denied exposure and
negligence.

Lac d'Amiante Du Quebec has settled with the Plaintiffs.  In the
event Owens-Illinois is found liable to the Plaintiffs, then it
seeks contribution and apportionment of fault pursuant to
10 Del. C. Section 6302, et. seq.

Pursuant to Section 6304 of Title 10 of the Delaware Code, a
release by the injured person of one joint tort-feasor reduces
the claim against the other tort-feasors in the amount of the
consideration paid for the release.  In other words, once the
plaintiff settles with a defendant, and executes a general
release, the remaining defendants are entitled to a reduction of
any claim by the amount of consideration paid.

Furthermore, pursuant to 10 Del. C. Section 6304(6), the release
provides for a reduction, to the extent of the pro rata share of
the released tort-feasor, of the injured person's damages
recoverable against all of the other tort-feasors or the pro-rata
share of fault assigned by the jury, whichever is greater.

Owens-Illinois points out that since the Plaintiffs executed a
Covenant Not to Sue Release and Indemnification Agreement, Lac
d'Amiante Du Quebec has no liability to the plaintiffs and will
not be held liable to the co-defendants for any contribution or
indemnification claims as a matter of contract and law.

If Owens-Illinois is precluded from pursuing a third-party claim
against Lac d'Amiante Du Quebec, judgment may be rendered against
Owens-Illinois.  It may be required to pay a disproportionate
share for any potential liability.  This result is in direct
contravention of the purpose behind Delaware's statute.  The
prejudice suffered by Owens-Illinois greatly outweighs any
potential harm to Lac d'Amiante Du Quebec's estate.

Owens-Illinois assures Judge Schmidt that Lac d'Amiante Du Quebec
will require no significant time commitment from its bankruptcy
counsel or any employees who might be centrally involved in the
bankruptcy case.  Therefore, there would be no prejudice to Lac
d'Amiante Du Quebec if the third-party claim for contribution was
permitted.

                         Court's Ruling

Judge Schmidt modifies the automatic stay to permit Owens-
Illinois to include Lac d'Amiante Du Quebec on the jury verdict
form for purposes of apportioning fault under 10 Del. C. Section
6302.  Neither Owens-Illinois nor any other party may assert any
claims for affirmative relief in the suit against Lac d'Amiante
Du Quebec or any other party benefiting from the injunction,
including all the protected parties.

Owens-Illinois will indemnify and hold harmless Lac d'Amiante Du
Quebec and all protected parties against any claim that arises
out of the events in the State Court Suit.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining, smelting
and refining company.  Grupo Mexico S.A. de C.V. is ASARCO's
ultimate parent.  The Company filed for chapter 11 protection on
Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  James R.
Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq.,
at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden,
Womble & Culbreth, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $600 million in total assets and $1 billion in total
debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.
(ASARCO Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASARCO LLC: Chapter 11 Petition Cues Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew Asarco LLC's debt ratings.
This action follows Asarco's August 10, 2005 voluntary petition
for Chapter 11 reorganization in the United States Bankruptcy
Court in Corpus Christi, Texas.

Ratings withdrawn are:

  Asarco LLC:

     * Ca rated debentures, Ca rated Industrial Revenue Bonds


ATA AIRLINES: ALPA Int'l, et al., Balk at Mikelsons Severance Pact
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 22, 2005, ATA
Airlines, Inc., its debtor-affiliates and J. George Mikelsons,
along with the input of the Official Committee of Unsecured
Creditors and Southwest Airlines, Inc., agreed that, as the
Debtors are formulating their reorganization plan for their
emergence from Chapter 11, the time is opportune for Mr. Mikelsons
to retire from his post as ATA Holdings Corp.'s Chief Executive
Officer.

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

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

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

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

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

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

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

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

                            Objections

(A) ALPA and IAMAW

The Air Line Pilots Association, International, strongly agrees
that J. George Mikelsons' retirement as chief executive officer of
ATA Holdings Corp. is a necessary component for a successful
reorganization.

However, in the light of the current position of the Debtors'
Chapter 11 cases, ALPA believes that the severance agreement would
be counter-productive to a consensual resolution of the cases.

Frederick W. Dennerline III, Esq., at Fillenwarth, Dennerline,
Groth & Towe, in Indianapolis, Indiana, asserts that the Motion
should be denied because:

  (1) implementation of the severance agreement would be
      detrimental to the morale of the hourly employees; and

  (2) the Debtors have failed to demonstrate that the Agreement
      is necessary.

Mr. Dennerline points out that before seeking approval of the
severance agreement, the Debtors sought permission from the U.S.
Bankruptcy Court for the Southern District of Indiana to reject
their collective bargaining agreement with ALPA under Section 1113
of the Bankruptcy Code.  "It is thus impossible for any crew
member or other employee to not be demoralized by the incongruity
between reducing crew members' compensation in 2006 by $43.2
million while at the same time awarding Mr. Mikelsons over $1
million."

The Severance Agreement should not be approved in any form, Mr.
Dennerline argues.  The Motion is based on generalities of
"business judgment" which are inconsistent with the Debtors'
emphasized assurances in the Section 1113 Motion that they have
undertaken to "reduce costs in every area it can."

The International Association of Machinists and Aerospace Workers,
AFL-CIO, supports ALPA's arguments.

(B) AFA

Richard J. Swanson, Esq., at Macey Swanson and Allman, in
Indianapolis, Indiana, notes that, as acknowledged by the Debtors
in the Motion, there is no contract or contractual provision
requiring any payment to Mr. Mikelsons.

In addition, the Court's approval of the terms of the severance
agreement is not essential to the Debtors' reorganization.

All of the Unions representing employees of the Debtors have been
called on to make sacrifices as part of this reorganization.

Accordingly, the Association of Flight Attendants asks the Court
to deny the Motion in its entirety.

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)


BALLY TOTAL: Bondholders Waive Covenant Default Until Nov. 30
-------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) received
consents from holders of a majority of its outstanding 10-1/2%
Senior Notes due 2011 and 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 indentures
governing the notes.

Bally received consents from holders of approximately 97.39% of
its outstanding Senior Notes, who will receive a one-time consent
fee of $15.00 in cash per $1,000 principal amount of Senior Notes
as to which consent was delivered.

As reported last week, Bally has entered into a consent agreement
with holders of approximately 52.2% of its outstanding
Subordinated Notes and will commence promptly a new consent
solicitation in order to permit all holders of Subordinated Notes
to receive the consideration payable under the agreement.

Pursuant to the consent agreements, Bally agreed to pay to the
holders of Senior Subordinated Notes who are "accredited
investors" under applicable securities laws and who consent to the
waiver, at the holder's election, either:

   -- 9.2308 shares of the Company's common stock, which will not
      be registered under federal or state securities laws; or

   -- $20.00 in cash for each $1,000 principal amount of Senior
      Subordinated Notes as to which consent is delivered.

Holders of at least 43% of the Senior Subordinated Notes have
agreed under the terms of the Consent Agreement to receive shares
of common stock as their consent payment.  In addition, Bally has
the option to sell additional shares of common stock for cash to
one of the holders of the Senior Subordinated Notes to fund all or
part of payments to other holders of Senior Subordinated Notes who
receive their consent payment in cash.

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


BALLY TOTAL: Lenders Amend Credit Pact to Allow Bondholder Payment
------------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) entered into
an amendment and waiver to its existing senior secured credit
agreement with a consortium of lenders led by JPMorgan Chase Bank
as agent.  The amendment and waiver, among other things:

     (i) permits payment of the consent fees to the holders of the
         10-1/2% Senior Notes due 2011 and the 9-7/8% Senior
         Subordinated Notes due 2007;

    (ii) permits certain expenses to be added back to the
         Company's EBITDA in connection with financial covenant
         calculations under the Credit Agreement;

   (iii) excludes certain consent fees from interest expense in
         calculating the EBITDA to interest expense ratio under
         the Credit Agreement;

    (iv) reduces the EBITDA to interest expense ratio to 1.65x
         from 1.70x for the quarter ending March 31, 2006; and

     (v) limits revolver borrowings and requires repayment of
         revolver borrowings under the Credit Agreement if Bally's
         unrestricted cash exceeds certain levels.

As reported last week, Bally has entered into a consent agreement
with holders of approximately 52.2% of its outstanding
Subordinated Notes and will commence promptly a new consent
solicitation in order to permit all holders of Subordinated Notes
to receive the consideration payable under the agreement.

Pursuant to the consent agreements, Bally agreed to pay to the
holders of Senior Subordinated Notes who are "accredited
investors" under applicable securities laws and who consent to the
waiver, at the holder's election, either:

   -- 9.2308 shares of the Company's common stock, which will not
      be registered under federal or state securities laws; or

   -- $20.00 in cash for each $1,000 principal amount of Senior
      Subordinated Notes as to which consent is delivered.

Holders of at least 43% of the Senior Subordinated Notes have
agreed under the terms of the Consent Agreement to receive shares
of common stock as their consent payment.  In addition, Bally has
the option to sell additional shares of common stock for cash to
one of the holders of the Senior Subordinated Notes to fund all or
part of payments to other holders of Senior Subordinated Notes who
receive their consent payment in cash.

BALLY TOTAL FITNESS HOLDING CORPORATION is a borrower under a
credit agreement dated as of Nov. 18, 1997 (as amended), arranged
by JPMORGAN CHASE BANK, N.A., as agent, DEUTSCHE BANK SECURITIES,
INC., as Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION,
as Documentation Agent for a consortium of lenders who are
signatories to the Second Amendment, a copy of which is available
at http://ResearchArchives.com/t/s?13aat no charge.

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


BANC OF AMERICA: Fitch Puts BB Rating on $1.3 Mil. Class B Certs.
-----------------------------------------------------------------
Banc of America Alternative Loan Trust 2005-8 mortgage pass-
through certificates are rated by Fitch Ratings:

     -- $378,498,615 classes 1-CB-1 through 1-CB-6, 1-CB-R, 2-CB-
        1, 3-CB-1, CB-IO, 4-A-1, 5-A-1 15-IO and A-PO, 'AAA';
        ('senior certificates');

     -- $5,686,000 class B-1, 'AA';

     -- $2,548,000 class B-2, 'A';

     -- $1,960,000 class B-3, 'BBB';

     -- $1,373,000 class B-4, 'BB';

     -- $980,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.45%
subordination provided by the 1.45% class B-1, 0.65% class B-2,
0.50% class B-3, 0.35% privately offered class B-4, 0.25%
privately offered class B-5 and 0.25% privately offered class B-6.
Classes B-1, B-2, B-3, and the privately offered classes B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively, based
on their respective subordination. Fitch does not rate Class B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1-' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

Five pools of mortgage loans secure the transaction.  Loan groups
1, 2, 3, 4, and 5 are cross-collateralized and supported by the B-
1 through B-6 subordinate certificates.

Approximately 20.15%, 15.02%, 36.40%, 33.38%, and 19.26% of the
mortgage loans in groups 1, 2, 3, 4, and 5 respectively, were
underwritten using Bank of America's 'Alternative A' guidelines.
These guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2, 3, 4, and 5 in the aggregate consist of 2,734
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 120 to 360 months.

The aggregate outstanding balance of the pool as of Aug. 1, 2005
(the cut-off date) is $392,025,814, with an average balance of
$143,389 and a weighted average coupon of 5.961%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 71.45%.  The weighted average FICO credit
score is 739.  Second homes and investor-occupied properties
comprise 3.98% and 51.59% of the loans in the group, respectively.

Rate/Term and cash-out refinances account for 12.99% and 26.37% of
the loans in the group, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are
California (19.58%), Florida (14.52%), and Texas (7.98%).  All
other states represent less than 5% of the aggregate pool balance
as of the cut-off date.

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

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Places Low-B Rating on Two Cert. Classes
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2005-H, mortgage
pass-through certificates, are rated by Fitch Ratings:

     -- $682,054,100 classes 1-A-1, 1-A-2, 1-A-R, 2-A-1 through 2-
        A-5, 3-A-1, 3-A-2, and 4-A-1 through 4-A-3 (senior
        certificates) 'AAA';

     -- $13,782,000 class B-1 'AA';

     -- $4,594,000 class B-2 'A';

     -- $2,474,000 class B-3 'BBB';

     -- $1,413,000 class B-4 'BB';

     -- $1,061,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 1.95% class B-1, the 0.65% class B-
2, the 0.35% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.20% privately offered
class B-6.  The ratings on class B-1, B-2, B-3, B-4, and B-5
certificates reflect each certificate's respective level of
subordination. Fitch does not rate Class B-6.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc.,  (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,315 loans and an
aggregate principal balance of $706,791,838 as of Aug. 1, 2005
(the cut-off date).  The four loan groups are cross-
collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage loans.  After the initial fixed interest rate period of
three years, the interest rate will adjust annually based on the
sum of one-year LIBOR index and a gross margin specified in the
applicable mortgage note.

Approximately 72.70% of group 1 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $67,149,367 and an average balance of $541,527.

The weighted average original loan-to-value ratio for the mortgage
loans is approximately 70.98%.  The weighted average remaining
term to maturity is 360 months, and the weighted average FICO
credit score for the group is 742.  Second homes and investor-
occupied properties constitute 9.93% and 3.41% of the loans in
group 1, respectively.  Rate/term and cashout refinances account
for 32.03% and 11.93% of the loans in group 1, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are California (44.75%) and Florida (14.48%).
All other states represent less than 5% of the outstanding balance
of the group.

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 68.24% of group 2 loans require
interest-only payments until the month following the first
adjustment date.

As of the cut-off date, the group has an aggregate principal
balance of approximately $434,832,788 and an average balance of
$533,537.  The weighted average OLTV for the mortgage loans is
approximately 71.34%.  The WAM is 359 months, and the weighted
average FICO credit score for the group is 745.  Second homes and
investor-occupied properties constitute 7.89% and 0.41% of the
loans in group 2, respectively.  Rate/term and cashout refinances
account for 22.18% and 13.03% of the loans in group 2,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (51.64%),
Florida (8.29%), Virginia (6.60%), and Illinois (5.77%).  All
other states represent less than 5% of the outstanding balance of
the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.

Approximately 56.95% of group 3 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $123,664,847 and an average balance of $533,038.

The weighted average OLTV for the mortgage loans is approximately
71.46%.  The WAM is 360 months, and the weighted average FICO
credit score for the group is 747.  Second homes and investor-
occupied properties constitute 9.51% and 0.39% of the loans in
group 3, respectively.  Rate/term and cashout refinances account
for 23.14% and 17.21% of the loans in group 3, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are California (51.47%), Florida (7.49%),
South Carolina (5.40%), and Virginia (5.23%).  All other states
represent less than 5% of the outstanding balance of the pool.

The group 4 collateral consists of 10/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of 10 years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 78.78% of group 4 loans require
interest-only payments until the month following the first
adjustment date.

As of the cut-off date, the group has an aggregate principal
balance of approximately $81,144,836 and an average balance of
$563,506.  The weighted average OLTV for the mortgage loans is
approximately 66.17%.  The WAM is 360 months, and the weighted
average FICO credit score for the group is 759.  Second homes and
investor-occupied properties constitute 6.95% and 0.59% of the
loans in group 3, respectively.  Rate/term and cashout refinances
account for 30.67% and 15.31% of the loans in group 4,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (60.97%),
Virginia (6.08%), and Florida (5.05%).  All other states represent
less than 5% of the outstanding balance of the pool.

Approximately 66.10% of the Group 1 Mortgage Loans, approximately
64.00% of the Group 2 Mortgage Loans, approximately 69.72% of the
Group 3 Mortgage Loans, approximately 76.58% of the Group 4
Mortgage Loans and approximately 66.65% of all of the Mortgage
Loans were originated under the Accelerated Processing Programs.
None of the Group 1 Mortgage Loans, approximately 0.10% of the
Group 2 Mortgage Loans, none of the Group 3 Mortgage Loans, none
of the Group 4 Mortgage Loans and approximately 0.06% of all of
the Mortgage Loans were originated under the Accelerated
Processing Programs of All-Ready Home and Rate Reduction
Refinance.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Rates Two Certificate Classes at Low-B
-------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s, mortgage pass-through
certificates, series 2005-8, are rated by Fitch Ratings:

     -- $228,001,498 classes A-1 through A-14, 1-A-R, 30-IO, and
        30-PO senior certificates 'AAA';

     -- $1,142,000 class B-1, 'AA';

     -- $571,000 class B-2, 'A';

     -- $456,000 class B-3, 'BBB';

     -- $229,000 class B-4, 'BB';

     -- $342,857 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflects the 3.00%
subordination provided by the 1.80% class B-1, 0.50% class B-2,
0.25% class B-3, 0.20% privately offered class B-4, 0.10%
privately offered class B-5 and 0.15% privately offered class B-6.
Classes B-1, B-2, B-3, B-4, and B-5, are rated 'AA', 'A',
'BBB','BB' and 'B' respectively, based on their respective
subordination. Fitch Does not rate Class B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by a pool of 30-year mortgage loans and
supported by the B-1 through B-6 subordinate certificates.

The mortgage pool consists of 462 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months.

The aggregate outstanding balance of the pool as of Aug. 1, 2005
(the cut-off date) is $228,344,355.93, with an average balance of
$494,251 and a weighted average coupon of 5.786%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 67.06%.  The weighted average FICO credit
score is 757.  Second homes comprise 5.83% and there are no
investor occupied properties.  Rate/Term and cash-out refinances
account for 27.85% and 24.90% of the loans in the groups,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (46.56%),
Florida (11.16%), Virginia (7.71%), and Maryland (5.75%). All
other states represent less than 5% of the aggregate pool balance
as of the cut-off date.

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

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two real
estate mortgage investment conduits.  Wells Fargo Bank, National
Association will act as trustee.


BEAR STEARNS: Fitch Puts BB Rating on $7.54MM Private Certificates
------------------------------------------------------------------
SACO I Trust issues mortgage-backed certificates, series 2005-6,
are rated by Fitch Ratings:

     --$290.54 million class A 'AAA';
     --$27.84 million class M-1 'AA';
     --$9.47 million class M-2 'AA-';
     --$7.15 million class M-3 'A+';
     --$6.96 million class M-4 'A';
     --$5.80 million class M-5 'A-';
     --$6.19 million class B-1 'BBB+';
     --$5.03 million class B-2 'BBB';
     --$4.64 million class B-3 'BBB-';
     --$7.54 million privately offered class B-4 'BB'.

The mortgage loans consist of fixed-rate, conventional, closed-end
subprime mortgage loans that are secured by second liens on one-
to four-family residential properties.

The 'AAA' rating on the senior certificates reflects the 24.85%
credit enhancement provided by the 7.20% class M-1, 2.45% class M-
2, 1.85% class M-3, 1.80% class M-4, 1.50% class M-5, 1.60% class
B-1, 1.30% class B-2, 1.20% class B-3, and 1.95% privately held
class B-4, as well as 4.00% overcollateralization (OC).

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal and financial
structures, and EMC Mortgage Corporation's servicing capabilities
as master servicer.

As of the cut-off date, the mortgage loans have an aggregate
balance of $386,606,147.  The weighted average mortgage rate is
approximately 10.659%, and the weighted average remaining term to
maturity is 216 months.  The average cut-off date principal
balance of the mortgage loans is $50,150.  The weighted average
original loan-to-value is 97.62%.  The properties are primarily
located in California (28.97%), Florida (10.26%), Georgia (7.85%),
Arizona (6.80%), and Virginia (6.22%).

The principal originators of the mortgage loans are: Impac Funding
Corporation, with respect to 26.87% of the loans and SouthStar
Funding, LLC, with respect to 16.69% of the loans.  Various
originators originated the remainder of the loans.


BROOKFIELD PROPERTIES: Buying O&Y Shares for CDN$2 Billion
----------------------------------------------------------
Brookfield Properties Corporation (BPO:NYSE,TSX) and its
Canadian-based subsidiary, BPO Properties Ltd. (BPP:TSX), reported
that its bidding consortium, which includes Canada Pension Plan
Investment Board and Arca Investments, Inc., has:

   * revised its agreement to acquire the shares of O&Y Properties
     Corporation (OYP: TSX); and

   * entered into a new agreement to acquire the limited voting
     units of O&Y Real Estate Investment Trust (OYR.UN: TSX)

for a combined total value of approximately C$2 billion.

The portfolio of the two O&Y companies totals 9.3 million square
feet of office properties in five Canadian markets.

                         Agreement Terms

Under the terms of the agreements, the Consortium has agreed to
acquire for cash:

   * the outstanding common shares of O&Y Properties at
     C$12.72 per share; and

   * the outstanding units of O&Y REIT for C$16.25 per unit.

As per the original transaction, the acquisition of O&Y Properties
remains structured as a Plan of Arrangement under the Ontario
Business Corporation Act and is conditional on approval of the
transaction by 66-2/3% of O&Y Properties' shareholders voting at a
special meeting of shareholders to be held in October 2005.
The transaction relating to O&Y REIT will now proceed by way of a
take-over bid rather than an acquisition of assets and a
redemption of units.

The offer for O&Y REIT units will be conditional on the acceptance
by unitholders that hold at least 50% of the outstanding units of
O&Y REIT, excluding the units held by O&Y Properties.
Institutional unitholders holding, in aggregate, 12.6 million
units of O&Y REIT, representing 36.4% of the outstanding units of
the REIT (exclusive of units held by O&Y Properties), have entered
into lock-up agreements in support of the transaction.

As previously announced, BPO Properties will provide 25% of the
equity and serve as property and asset manager for the portfolio.
It is expected that BPO Properties' equity investment will total
approximately C$200 million.  The CPP Investment Board will
provide 50% of the equity for the portfolio.

"We are very pleased to have reached an agreement that is
supported by O&Y REIT's largest institutional unitholders,"
commented Ric Clark, President and CEO of Brookfield Properties.
"The acquisition of this unique portfolio of commercial properties
provides our Consortium with the opportunity to further
participate in the positive dynamics of the Canadian real estate
market, in particular, in Toronto and Calgary."

           Support and Approvals for the Transactions

The Board of Directors of O&Y Properties and the Board of Trustees
of O&Y REIT and the special committee of Trustees of O&Y REIT have
unanimously agreed to support the revised transactions and are
recommending acceptance of the offers to their respective
shareholders and unitholders.

As noted, the Consortium has entered into lock-up agreements with
institutional unitholders of O&Y REIT who collectively hold an
aggregate of 12.6 million units, which represent 74.0% of the
units required to satisfy the minimum condition.  The lock-up
agreements provide that these unitholders will irrevocably tender
their units to the offer.  These agreements cannot be terminated
unless:

     i) the offer is not made prior to September 15, 2005;

    ii) the units have not been taken up under the offer by
        November 15, 2005; or

   iii) an all cash take-over bid for 100% of the units is made at
        a price of at least C$17.87 per unit and is not matched by
        the Consortium.

RHHI Limited Partnership, which owns approximately 36% of the
outstanding shares of O&Y Properties, has irrevocably agreed to
vote its shares in favour of the arrangement.  In addition,
directors and senior management of O&Y Properties, who
collectively own 8.5% of the outstanding shares of O&Y Properties,
intend to vote their shares in favour of the arrangement.
In addition to being interconditional, the transactions are
subject to the usual conditions, including court approval for the
O&Y Properties transaction and other normal third party consents,
and are expected to close in October 2005, but in any event, no
later than November 15, 2005.

Brascan Financial Real Estate Group advised the Brookfield
consortium with respect to the transactions with O&Y Properties
and O&Y REIT.

                   About CPP Investment Board

CPP Investment Board -- http://www.cppib.ca/-- invests the funds
not needed by the Canada Pension Plan to pay current pensions.  By
increasing the long-term value of funds, the CPP Investment Board
will help the Canada Pension Plan to keep its pension promise to
16 million Canadians.   Based in Toronto, the CPP Investment Board
is governed and managed independently of the Canada Pension Plan
and at arm's length from governments.  The CPP reserve fund has
assets of C$87 billion.

                      About O&Y Properties

O&Y Properties Corporation is a Canadian commercial real estate
company that is focused on the ownership, management and
development of high-quality office buildings. Directly, and
indirectly through its significant interest in O&Y REIT, O&Y
Properties owns a portfolio of 24 multi-tenant and government
office properties totaling approximately 9.3 million square feet
in five Canadian markets, including the 2.7 million square foot
Class AAA 72-storey First Canadian Place office complex in
downtown Toronto. In addition, through O&Y REIT's subsidiary, O&Y
Enterprise, the company is a leading third-party real estate
services provider, specializing in property management and leasing
services.

             About O&Y Real Estate Investment Trust

O&Y Real Estate Investment Trust is a closed-end real estate
investment trust created to invest in quality office buildings in
major markets across Canada.  O&Y REIT is a focused office REIT.
It owns a national portfolio of 23 high-quality Class A and Class
B multi-tenant and government office buildings across Canada
totaling 6.7 million square feet and an indirect interest in First
Canadian Place, a 2.7 million square foot Class AAA, 72-storey
office complex in downtown Toronto.  In addition, it owns O&Y
Enterprise, one of Canada's leading third party real estate
services providers, specializing in property management and
leasing services.  O&Y REIT has one class of trust units
outstanding, which are designated as "Limited Voting Units."

                      About BPO Properties

BPO Properties, Ltd., -- http://www.bpoproperties.com/-- 89%
owned by Brookfield Properties, is a Canadian company that invests
in real estate, focusing on the ownership and value enhancement of
premier office properties.  The current property portfolio is
comprised of interests in 17 commercial properties and development
sites totaling 14 million square feet, including landmark
properties such as the Exchange Tower, home of the Toronto Stock
Exchange and Bankers Hall in Calgary.  BPO Properties' common
shares trade on the TSX under the symbol BPP.

                   About Brookfield Properties

Brookfield Properties Corporation --
http://www.brookfieldproperties.com/-- owns, develops and manages
premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.  Brookfield is inter-listed on the New York and
Toronto Stock Exchanges under the symbol BPO.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating. The outlook is stable.


BUILDING MATERIALS: S&P Raises Corporate Credit Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on San Francisco, California-based Building Materials
Holding Corp. to 'BB' from 'BB-'.  The outlook is stable.

As of June 30, 2005, BMHC had $202 million of debt outstanding.

"The upgrade reflects our view that the company has improved its
business and financial profile and that the company is better
positioned to generate credit metrics indicative of its new rating
category through the course of the housing cycle," said Standard &
Poor's credit analyst Lisa Wright.  "Improvements to the business
profile include broader geographic and product diversity, the
successful integration of several acquisitions, and increased
market-share penetration with the rapidly growing national
homebuilders.  In addition, the company's focus on construction
services as opposed to distribution has resulted in a higher
margin and lower volatility product mix.  Improvements to the
financial profile include increased earnings and cash flows,
stronger credit protection measures, better liquidity, and the
adoption of a more conservative financial policy."

Good regional market positions, satisfactory credit protection
measures, and favorable long-term housing fundamentals and
demographics provide support for the rating.  Nevertheless, BMHC
will continue to be exposed to the cyclical U.S. housing market,
volatile lumber prices, rising interest rates, and intense
competition.  Ratings could be raised or the outlook revised to
positive if the company can continue to meaningfully strengthen
its business position while maintaining adequate credit protection
measures for a higher rating category throughout the housing
cycle.

Ratings could be lowered or the outlook revised to negative if
rising interest rates or other economic factors substantially
weaken housing markets, resulting in a material decline in the
company's credit metrics or an increase in debt leverage greater
than 3x.

BMHC is a leading construction services and building materials
supply company primarily focused in western and southern states.


CARR PHARMACEUTICAL: Court Confirms Chapter 11 Liquidation Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
approved Carr Pharmaceuticals, Inc.'s Third Amended Plan of
Liquidation.   The Court approved the Debtor's Disclosure
Statement on April 1, 2005.

The Honorable Judith H. Wizmur determined that the Plan satisfies
the 13 standards for confirmation stated in Section 1129(a) of the
Bankruptcy Code.

The Liquidation Plan proposes to liquidate the Debtor's assets
through the sale of:

   * loan documents and stock to Medira Investments LLC for
     $2 million; and

   * substantially all of the Debtor's assets to Jonah
     Manufacturing Company, Inc., for $1 million.

                 Treatment of Impaired Claims

Carr's secured creditor, UPS Capital Business Credit f/k/a First
International Bank, will be paid $2 million from the proceeds of
the Medira Investments Transaction and 98% of the $1 million Asset
Sale Proceeds in full satisfaction of its $4,752,821 claim.

Holders of unsecured claims, totaling $2.5 million, will receive
their pro rata share of 2% of the Asset Sale Proceeds, for a 0.8%
recovery.

Holders of equity interests will not receive anything under the
Plan.

Carr Pharmaceuticals, Inc., an affiliate of Miza
Pharmaceuticals, Inc., a pharmaceutical contract manufacturing
company, filed for chapter 11 protection on May 23, 2003 (Bankr.
N.J. Case No. 03-27366).  Michael G. Menkowitz, Esq., and
Magdalena Schardt, Esq., at Fox Rothschild LLP represent the
Debtor in their restructuring efforts.


CATHOLIC CHURCH: Motion to Clarify Portland's Tax Payments Denied
-----------------------------------------------------------------
Paul E. DuFresne has asked the U.S. Bankruptcy Court for the
District of Oregon to compel the Archdiocese of Portland in
Oregon to produce substantial records relating to payment of real
property taxes on property for which Portland held legal title
during the four years preceding the Petition Date.

Mr. DuFresne wanted to clarify Portland's tax payment history,
with the hope of recovering additional assets for both the
Archdiocese and the creditors.

The Court, however, finds his request premature.

"There is currently a pending adversary proceeding, Tort
Claimants Committee v. Roman Catholic Archbishop of Portland in
Oregon, which will determine what property, if any, [Portland]
holds as trustee for others," Judge Perris points out.  "Until
such time as the nature of the Archdiocese's interest in real
property is determined, it is unclear who would benefit if it
were determined that Portland overpaid real property taxes."

Legal fees are accruing at an extraordinary rate in the case,
Judge Perris explains.  It is important that Portland's
accounting staff and resources be devoted first to the major
issues presented in the pending litigation and development of a
plan of reorganization.

The Court denies Mr. DuFresne's request, without prejudice to
Mr. DuFresne renewing the request after judgment is entered or a
settlement is approved in the pending Property Litigation.

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


CATHOLIC CHURCH: Court Resets Spokane's Sept. 2 Bar Date Hearing
----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 3, 2005, the
Diocese of Spokane asked Judge Williams of the U.S. Bankruptcy
Court for the Eastern District of Washington to set the bar date
for filing non-governmental proofs of claim at 90 days after the
Court approves the request or at another date that the Court
determines to be appropriate under the circumstances.

                        *     *     *

Counsel for the Diocese of Spokane, Michael J Paukert, Esq., at
Paine Hamblen Coffin Brooke & Miller LLP, in Spokane, Washington,
and counsel for the Tort Committee, John W. Campbell, Esq., at
Esposito, George & Campbell, PLLC, in Spokane, advised the U.S.
Bankruptcy Court for the Eastern District of Washington that their
witnesses will not be available for tomorrow's hearing.

Both counsel asked the courtroom deputy to strike the hearing so
that they could set it for a date when their witnesses are
available.

Accordingly, the matter is taken off the Court's calendar.  The
hearing will be reset at a future time.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CLAYTON WILLIAMS: Closes $21 Million Leasehold Interest Sale
------------------------------------------------------------
Clayton Williams Energy, Inc. (NASDAQ:CWEI) closed the sale of
leasehold interests in two leases in the Breton Sound area in the
Gulf of Mexico (offshore Louisiana) to an undisclosed buyer on
Aug. 24, 2005.  The Company received net proceeds of approximately
$21 million, after post-effective closing adjustments.  The assets
sold include a 10% non-operated working interest in four wells and
a production platform.  The Company's net daily production from
these wells for the six months ended June 30, 2005 averaged
approximately 72 barrels of oil and 2.8 MMcf of gas.  The Company
will record a gain on this sale of approximately $16 million
during the third quarter of 2005.

The Company also reported that about 95% of its Louisiana
production has been suspended due to the area evacuation brought
on by Hurricane Katrina.  Daily production, net to the Company's
interest, of approximately 10,000 Mcf of gas and 1,100 barrels of
oil is being affected by this shut-in.  Louisiana production
accounts for approximately 25% of the Company's oil and gas
production.

"We are very concerned about the potential disruption to our
business due to Hurricane Katrina," said Clayton W. Williams,
President and CEO of Clayton Williams Energy, Inc.  "Many of our
production facilities in this region were in the path of Katrina
and may have sustained damage.  A storm of this magnitude can
cause a lot of damage to production platforms and pipeline
infrastructures.  And as we learned with Hurricane Ivan last year,
the availability of field services and equipment will very likely
be limited.  Any significant delays in restoring production could
adversely affect our results of operations."  Mr. Williams added
that the Company will report on the extent of damage and the
impact on the Company's production and drilling activities as soon
as a comprehensive assessment can be made.

Clayton Williams Energy, Inc. is an independent energy company
located in Midland, Texas.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent exploration and production company
Clayton Williams Energy Inc.  At the same time, Standard & Poor's
assigned its 'B-' senior unsecured debt rating to Clayton
Williams' proposed $200 million senior unsecured notes due 2013.
The outlook is stable.

Moody's Investors Service assigned first time ratings to Clayton
Williams Energy, Inc., an exploration and production company
focused primarily in Texas, New Mexico, and Louisiana.  With a
stable outlook, Moody's assigned a B3 rating to the company's
proposed $200 million senior unsecured guaranteed notes.  Moody's
also assigned a B2 Corporate Family Rating (formerly the senior
implied rating), and a SGL-2 speculative grade liquidity rating.


CRYSTALIX GROUP: June 30 Balance Sheet Upside-Down by $7.26 Mil.
----------------------------------------------------------------
Crystalix Group International, Inc., delivered its quarterly
report on Form 10-QSB for the quarter ending June 30, 2005, to the
Securities and Exchange Commission on August 15, 2005.

The Company reported a $1,197,944 net loss on $906,005 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $5,257,987 in total assets and a
$7,258,259 stockholders deficit.  The Company had an accumulated
deficit of $18,029,551 and a working capital deficit of
$7,008,583.  These conditions raise substantial doubt as to its
ability to continue as a going concern, the Company said.
Auditors at DeJoya & Company said the same thing after looking at
Crystalix 2004 financials, echoing similar doubts expressed by
Stonefield Josephson, Inc., after looking at the 2003 financials.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?134

Crystalix Group International, Inc., has been the leading
manufacturer, distributor, and marketer of laser subsurface
engraved optical-quality glass products since 1995.


CWALT INC: Fitch Places Low-B Rating on Two Certificate Classes
---------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2005-46CB:

     -- $1.11 billion classes A-1 through A-22, PO, and A-R
        certificates (senior certificates) 'AAA';

     -- $17.9 million class M certificates 'AA';

     -- $8.7 million class B-1 certificates 'A';

     -- $6.9 million class B-2 certificates 'BBB';

     -- $4.0 million class B-3 certificates 'BB';

     -- $4.0 million class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.85%
subordination provided by the 1.55% class M, the 0.75% class B-1,
the 0.60% class B-2, the 0.35% privately offered class B-3, the
0.35% privately offered class B-4, and the 0.25% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$1,104,698,122, as of the cut-off date, Aug. 1, 2005, secured by
first liens on one- to four-family residential properties.

The mortgage pool, as of the cut-off date, demonstrates an
approximate weighted-average original loan-to-value ratio of
71.79%.  The weighted average FICO credit score is approximately
722.  Cash-out refinance loans represent 30.95% of the mortgage
pool and second homes 4.18%.  The average loan balance is
$183,292.  The three states that represent the largest portion of
mortgage loans are California (17.12%), Florida (7.57%), and
Arizona (5.61%).  Subsequent to the cut-off date, additional loans
were purchased prior to the closing date, Aug. 30, 2005.  The
aggregate stated principal balance of the mortgage loans
transferred to the trust fund on the closing date is
$1,156,999,934.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available at
http://www.fitchratings.com/

Approximately 70.65% and 29.35% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Assigns Low-B Rating to Two Certificate Classes
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-21:

     -- $946.5 million classes A-1 through A-40, 2-A-1 through 2-
        A-4, PO and A-R certificates (senior certificates) 'AAA';

     -- $27.2 million class M certificates 'AA';

     -- $6.4 million class B-1 certificates 'A';

     -- $3.0 million class B-2 certificates 'BBB';

     -- $2.0 million class B-3 certificates 'BB';

     -- $1.5 million class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.20%
subordination provided by the 2.75% class M, the 0.65% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3 and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in two groups of
conventional mortgage loans.  Loan group 1 consists of 30-year
fixed-rate mortgage loans totaling $767,740,416, as of the cut-off
date, Aug. 1, 2005, secured by first liens on one- to four-family
residential properties.  The mortgage pool demonstrates an
approximate weighted-average original loan-to-value ratio of
72.75%.  Approximately 58.29% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 740.  Cash-out refinance loans represent
29.41% of the mortgage pool and second homes 5.40%.  The average
loan balance is $554,325.  The three states that represent the
largest portion of mortgage loans are California (41.80%),
Virginia (5.59%) and New Jersey (4.96%).

Loan group 2 consists of 30-year fixed-rate interest only mortgage
loans totaling $147,476,858, as of the cut-off date, secured by
first liens on one- to four-family residential properties.  The
mortgage pool demonstrates an approximate weighted-average OLTV of
72.54%.  Approximately 47.39% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 737.  Cash-out refinance loans represent
47.65% of the mortgage pool and second homes 3.79%.  The average
loan balance is $513,857.  The three states that represent the
largest portion of mortgage loans are California (40.69%), New
York (6.58%) and New Jersey (5.12%).

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

Approximately 99.53% and 0.47% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Puts BB Rating on $832,000 Class B Certificates
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-18:

    -- $400.4 million classes A-1 through A-8, PO and A-R
       certificates (senior certificates) 'AAA';

    -- $9.6 million class M certificates 'AA';

    -- $2.7 million class B-1 certificates 'A';

    -- $1.2 million class B-2 certificates 'BBB';

    -- $832,000 class B-3 certificates 'BB';

    -- $624,00 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.30% class M, the 0.65% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3 and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year fixed rate, conventional, fully amortizing mortgage loans.
The pool consists of 30-year fixed-rate mortgage loans totaling
$402,380,801 as of the cut-off date, Aug. 1, 2005, secured by
first liens on one- to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 72.47%.  The
weighted average FICO credit score is approximately 740.  Cash-out
refinance loans represent 29.84% of the mortgage pool and second
homes 5.74%.  The average loan balance is $537,224.  The three
states that represent the largest portion of mortgage loans are
California (40.96%), New York (6.88%) and New Jersey (5.57%).

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

Approximately 99.01% and 0.99% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Puts B Rating on $624,000 Class B Certificates
---------------------------------------------------------------
Fitch rates CWMBS, Inc.'s, mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-20:

     -- $400.4 million classes A-1 through A-13, PO and A-R
        certificates (senior certificates) 'AAA';

     -- $9.6 million class M certificates 'AA';

     -- $2.7 million class B-1 certificates 'A';

     -- $1.2 million class B-2 certificates 'BBB';

     -- $832,000 class B-3 certificates 'BB';

     -- $624,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.30% class M, the 0.65% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3 and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$409,048,839 as of the cut-off date, Aug. 1, 2005, secured by
first liens on one- to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 72.23%.  The
weighted average FICO credit score is approximately 739.  Cash-out
refinance loans represent 28.22% of the mortgage pool and second
homes 5.84%.  The average loan balance is $526,446.

The three states that represent the largest portion of mortgage
loans are California (40.59%), New Jersey (6.20%) and New York
(5.21%).  Subsequent to the cut-off date, additional loans were
purchased prior to the closing date, Aug. 30, 2005.  The aggregate
stated principal balance of the mortgage loans transferred to the
trust fund on the closing date is $415,999,834.

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

Approximately 99.73% and 0.27% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DAVID MILLER: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David L. Miller
        dba Miller-Nelson Properties LLC
        13708 Irving Avenue South
        Burnsville, Minnesota 55337

Bankruptcy Case No.: 05-36054

Type of Business: The Debtor owns and manages residential
                  real estate.  The Debtor's business partner,
                  Richard Lommel, also filed for bankruptcy on
                  August 31, 2005 (Bankr. D. Minn. Case No.
                  05-36056).

Chapter 11 Petition Date: August 31, 2005

Court: District of Minnesota (St. Paul)

Judge: Chief Judge Gregory F. Kishel

Debtor's Counsel: William I. Kampf
                  Henson & Efron, P.A.
                  220 South 6th Street, Suite 1800
                  Minneapolis, Minnesota 55402
                  Tel: (612) 339-2500

Total Assets: $1,659,741

Total Debts:  $1,331,150

Debtor's 3 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   MBNA America                          $15,596
   P.O. Box 15102
   Wilmington, DE 19886

   HSBC Card Services                    $10,248
   P.O. Box 17332
   Baltimore, MD 21297

   Beaver Lake Association                  $654
   c/o Reinsch, Slattery & Bear
   545 Main Street
   P.O. Box 489
   Plattsmouth, NE 68048


DT INDUSTRIES: Confirmation Hearing Set for September 29
--------------------------------------------------------
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division, approved the
Amended Disclosure Statement explaining the Amended Joint Plan of
Liquidation filed by DT Industries, Inc., and its debtor-
affiliates on August 10, 2005.

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

With a Court-approved Disclosure Statement in hand, the Debtors
are now authorized to solicit Plan acceptances from their
creditors.

The Court set September 19 as the deadline for all parties-in-
interest to submit their ballots to:

           Katten Muchin Rosenman LLP
           Attn: Matthew A. Olins, Esq.
           525 West Monroe Street
           Chicago, IL 60661

The Court will convene a hearing on Sept. 29, 2005, at 10:00 a.m.
to discuss the merits of the Plan.

                       About the Plan

The Plan does not contemplate the financial rehabilitation of the
Debtors or the continuation of their businesses.  Instead, the
Debtors' assets will be sold and the sale proceeds will be
distributed to creditors.

                     Treatment of Claims

Under the Plan, $80,000 of unclassified allowed priority tax
claims and allowed miscellaneous secured claims totaling $592,000
will be paid in full.

The company's Prepetition Lenders, owed $32,869,644, are projected
to recover 34% of their claims.  These lenders will be paid after
the Debtors set aside monies for the DT Creditor Trust Assets, the
Liquidating Debtor Distribution Reserve, and the Wind-Down
Reserve.

General unsecured creditors holding claims totaling $11 million
will recover 5% on account of their claims.

The $35 million TIDES Claim holders and the 300 common stock
holders will not get anything under the Plan.

                    Plan Implementation

The Plan will be funded from the proceeds of the sale of the
Debtors' assets, avoidance action recoveries, and other
settlements.  A Creditor Trust will be established to prosecute
and recover preferences and fraudulent conveyances.

John Casper will be appointed as the Responsible Party for the
Liquidating Debtors.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$150,593,000 in assets and $142,913,000 in liabilities.


DYKESWILL LTD: Selling Hawaii Property to Golden Bay for $1.2MM
---------------------------------------------------------------
Ben B. Floyd, the Chapter 11 Trustee for Dykeswill, Ltd., asks the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, to approve the sale of Tract 1 of the Debtor's
400-acre Wiaono Meadows Ranch in Holualoa, Hawaii, free and clear
of all liens, to Golden Bay Corporation for $1.2 million.

In connection with the proposed sale, the Trustee entered into a
Deposit Receipt Offer and Acceptance Contract with Golden Bay on
Aug. 12, 2005.  Dave Lucas at Koa Realty Inc., the real estate
broker hired to market the property, assists the Trustee in his
sales effort.

Pursuant to the contract, Golden Bay has made a $25,000 earnest
money deposit for the Wiaono Meadows property.  The balance of the
purchase price is payable upon the Bankruptcy Court's approval of
the proposed sale.

The Trustee also asks permission from the Bankruptcy Court to
reserve a portion of the sales proceeds to pay Koa Realty's
commission.  Koa Realty's Exclusive Right-to-Sell Agreement with
the Trustee assures the Firm a fixed commission of 6% of the total
consideration from the sale of the Wiaono Meadows property.

A copy of the Deposit Receipt Offer and Acceptance Contract is
available for a fee at http://researcharchives.com/t/s?135

The Hon. Richard S. Schmidt will convene a hearing at 10:00 a.m.
on Sept. 14, 2005, in Corpus Christi to discuss the proposed sale.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


DYNEX POWER: Stockholders' Deficit Tops $2 Million at June 30
-------------------------------------------------------------
Dynex Power Inc. reported results for the second quarter of
2005.

A 33% rise in revenue combined with continued tight control of all
costs resulted in a positive gross margin of $340,000 and a
reduction in the net loss of 58% to $671,000.

Dr. Paul Taylor, President and Chief Executive Officer commented
that "although these results are still far from acceptable, there
has been a number of underlying improvements in our operations
that are contributing to our return to profitability.  Our order
book has grown by 28% over the first six months of the year as our
customers continue to display their confidence in and appreciation
of our products.  This customer support will enable us to grow
revenue again next quarter.  We have also continued to enjoy
strong support from our suppliers through what has been a
difficult period and our workforce has shown its determination to
ensure that goods are shipped as soon as possible and that all
unnecessary costs are identified and eliminated."

Bob Lockwood, Chief Financial Officer, stated that "the results
are in line with the plan we developed at the start of this year
to enable the Company to return to profitability.  We are
confident of further strong growth in revenue over the next six
months that should see us operating at or close to break-even in
the third quarter with a return to profitability in the fourth
quarter.

Dynex is one of the world's leading, independent suppliers of
specialist high power semiconductor products.  Dynex Semiconductor
Ltd is its main operating business and is based in Lincoln,
England in a facility housing the fully integrated silicon
fabrication, assembly and test, sales, design and development
operations.  Dynex primarily designs and manufactures high power
bipolar discrete semiconductors, power modules, including
insulated-gate bipolar transistors (IGBTs), and high power
electronic assemblies.  Dynex products are used world wide in
power electronic applications including electric power generation,
transmission and distribution, marine and rail traction drives,
aircraft, electric vehicles, industrial automation and controls.
The Company continues to produce and sell certain high reliability
integrated circuits (IC's) for use in specialist applications.

As of June 30, 2005, Dynex Power's balance sheet showed a
$2,120,792 stockholders' deficit, compared to a $103,278 deficit
at Dec. 31, 2004.


ENER1 INC: June 30 Balance Sheet Upside-Down by $13.73 Million
--------------------------------------------------------------
Ener1, Inc., delivered its quarterly report on Form 10-QSB for the
quarter ending June 30, 2005, to the Securities and Exchange
Commission on August 15, 2005.

The Company reported a $16,508,000 net loss on $14,000 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $17,690,000 in total assets and
a $13,733,000 stockholders deficit.

The Company has experienced net operating losses since 1997 and
negative cash flows from operations since 1999, and had an
accumulated deficit of $119 million as of June 30, 2005.  The
Company said it is likely that its operations will continue to
incur negative cash flows through June 30, 2006, and additional
financing will be required to fund the Company's planned
operations through June 30, 2006.  If additional financing is not
obtained, the Company said this condition, among others, would
give rise to substantial doubt about its ability to continue as a
going concern for a reasonable period of time.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?132

Ener1, Inc. (OTC Bulletin Board: ENEI), develops and markets new
technologies and products for clean, efficient energy sources.
Ener1 markets lithium batteries and battery packs through EnerDel,
its majority-owned venture with Delphi Corp.  Ener1 also develops
and markets nanotechnology- based materials and manufacturing
processes and components through its NanoEner, Inc. subsidiary.
Ener1 develops selected fuel cell components and provides fuel
cell-related testing services through its EnerFuel, Inc.
subsidiary.  Ener1's products have applications for markets that
include power tools and industrial equipment, medical devices,
hybrid vehicle propulsion and military communications.


ENRON: Agrees to Reclassify Long-Term Revolver Claims as Unsecured
------------------------------------------------------------------
Citibank, N.A., JPMorgan Chase Bank N.A., and Enron Corp. were
parties to a $1.25 billion Long-Term Revolving Credit Agreement,
dated as of May 18, 2000.

Citibank filed Claim No. 14179, asserting the $1.25 billion
principal drawn by Enron, and $3,196,000 in accrued and unpaid
interest on the principal plus unliquidated amounts.

The parties have negotiated various issues with respect to the
claims.

                 Long-Term Revolver Claim Settled

In a Court-approved stipulation, the parties agree that the Long-
Term Revolver Claim will be reclassified as a Class 4 general
unsecured claim.  The Claim will be disallowed to the extent it
asserts claims other than for Principal and Prepetition Interest
and to the extent it asserts claims for:

    (i) costs and expenses for collecting amounts due or enforcing
        or protecting rights and remedies under the Long-Term
        Revolver;

   (ii) contract damages for unspecified breaches of
        representations, warranties and covenants under the Long-
        Term Revolver; and

  (iii) the continuing accrual of interest after the Petition
        Date in respect of the amounts borrowed under the
        Long-Term Revolver.

As agreed by the parties, all Debt Claims are classified as
Class 4 general unsecured claims, but will be disallowed to the
extent they assert claims:

    (i) other than for Principal and Prepetition Interest or

   (ii) in excess of $1,253,196,000.

The Long-Term Revolver Claim will be deemed to supercede any
claim filed by any Lender in any of the Debtors' cases with
respect to the Long Term Revolver other than:

    (I) the Non-Challenged Revolver Debt Claims;

   (II) the Challenged Revolver Debt Claims;

  (III) any Lender Claim; and

   (IV) any claims that have been, are or become deemed filed
        pursuant to the parties' December 16, 2004 stipulation.

To the extent not already disallowed, the Individual Lender
Claims will be disallowed as duplicative of the Debt Claims.

       Non-Challenged Debt Claims Allowed For $955,279,333

At the parties' behest, the Non-Challenged Revolver Debt Claims
are fixed and allowed as Class 4 general unsecured claims in
these amounts:

     Claim No.   Claimant                        Allowed Amount
     ---------   --------                        --------------
       99036     DK Acquisition Partners, LP       $86,554,070
       99038     Kensington International Ltd.     189,780,225
       99039     Rushmore Capital II, L.L.C.        60,153,409
       99045     Springfield Associates, LLC       153,090,038
       99046     Calyon New York Branch            37,596,2478
       20065     Standard Chartered Bank            10,416,667
       99069     BNP Paribas                        10,025,568
       99072     BNP Paribas                        10,025,568
       99073     Quantum Partners LDC                3,007,670
       99074     RCG Carpathia Master Fund, Ltd.     1,002,557
       99075     Quantum Partners LDC                3,007,670
       99076     RCG Carpathia Master Fund, Ltd.     1,002,557

In addition, an additional $389,617,087 general unsecured claim
will be allowed, which represents the portion of the Long-Term
Revolver Claim that consists of claims that were not held by any
of the Mega-Defendants as of the Petition Date and that have not
been assigned separate claim numbers, and all Challenged Revolver
Debt Claims.  The docketing agent will assign a new claim number
with respect to the Remaining Non-Challenged Revolver Debt Claim.

Enron agrees not to object to any portion of the Remaining Non-
Challenged Revolver Debt Claim on any grounds, or attempt to
subordinate the Long-Term Revolver Claim, any claim asserted
under the Long-Term Revolver Claim, or any claim, on the basis
that Citibank and JPMorgan served as co-administrative agents,
and on the basis that Citibank served as Agent, in connection
with the Long-Term Revolver.

            Challenged Debt Claims To Remain in Dispute

The parties agree that the Long-Term Revolver Claim will consist
solely of Challenged Revolver Debt Claims, which will be
reflected in the claims registry as "disputed" general unsecured
claims:

     Claim No.   Claimant                       Asserted Amount
     ---------   --------                       ---------------
       99037     DK Acquisition Partners, LP        $5,012,784
       99040     Rushmore Capital II, L.L.C.        $4,511,506
       99041     Rushmore Capital II, L.L.C.       $27,152,580
       99042     Rushmore Capital II, L.L.C.        $2,757,031
       99043     Rushmore Capital II, L.L.C.       $10,025,568
       99044     Rushmore Capital II, L.L.C.       $22,139,796
       14179     Remaining Challenged Revolver
                   Debt Claim                     $226,317,402
                                                  ------------
                                                  $297,916,667

All Challenged Revolver Debt Claims will remain subject to the
Original Claims Objection, the Mega-Complaint and any other
related adversary proceeding.

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

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


ENRON CORP: AT&T Holds $2.6 Million Allowed Unsecured Claim
-----------------------------------------------------------
On May 6, 2002, AT&T Corp. filed Claim No. 1998 against Enron
Corp. for $5,131,315.  AT&T later transferred and assigned the
Claim in its entirety to Contrarian Capital Trade Claims LP.

The Reorganized Debtors objected to the Claim and asked the Court
to reduce and allow it, and to reclassify it as asserted against
the correct Debtor.

The Reorganized Debtors and AT&T, as assignor of the Claim, want
to resolve the Objection.

In a Court-approved stipulation, the parties agree that:

    a. the Claim will be allowed as General Unsecured Claims or
       Convenience Claims in these amounts and against these
       Debtors:
                                           Plan
       Debtor               Type           Class    Claim Amount
       ------         -----------------    -----    ------------
       Enron          General Unsecured       4         $375,014

       EBSI           General Unsecured       9          398,366

       ENA            Convenience Claim     193           29,917

       Enron Comm.    General Unsecured      43           71,780
       Leasing

       Enron          General Unsecured      19        1,330,920
       Networks

       EESO           General Unsecured      10          234,045

       Enron Global   Convenience Claim     206            2,800
       Markets

       Enron Metals   Convenience Claim     191            5,289
       & Commodity

       Enron Transpo. Convenience Claim     202            6,016
       Services Co.

       NEPCO          General Unsecured      67          219,327

       Enron Wind     Convenience Claim     202            5,943
                                                      ----------
       Total                                          $2,679,415
                                                      ==========

    b. All scheduled liabilities that relate to the Claim are
       disallowed in their entirety.

    c. The Claim Objection is resolved.

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

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


ENRON CORP: Court Okays Palo Alto Settlement Agreement
------------------------------------------------------
Prior to the Petition Date, Debtors Enron Corp., Enron North
America Corp. and Enron Power Marketing, Inc., entered into
various contracts with the City of Palo Alto, California,
pursuant to which certain amounts are owed to the Debtors.  As
credit support for one of the Contracts, Enron issued a guaranty.

On January 31, 2003, EPMI and ENA filed complaints against Palo
Alto.

Palo Alto has intervened in administrative proceedings before the
Federal Energy Regulatory Commission relating to the Debtors.
Palo Alto has also filed petitions for review and related
pleadings in proceedings reviewing certain FERC orders related to
the Debtors that are now consolidated and pending before the
District of Columbia Circuit Court of Appeals.

Following discussions between the Debtors and Palo Alto, the
parties negotiated a settlement agreement under which:

    a. Palo Alto will make a settlement payment to the Debtors in
       two separate installments; and

    b. the Debtors and Palo Alto will exchange a mutual release of
       claims related to the Contracts, Guaranty, Litigation, and
       the FERC-Related Proceedings.

Contemporaneous with the signing of the Settlement Agreement,
Palo Alto will execute and deliver to the Debtors a stipulation
of dismissal with prejudice of the Litigation.  Upon receipt of
the First Installment, the Debtors will execute the Stipulation
of Dismissal, and will file the Stipulation of Dismissal with the
Court.  If Palo Alto fails to pay the Second Installment, the
Debtors will be free to enforce Palo Alto's obligation to pay the
Settlement Payment contemplated in the Settlement, together with
accrued and unpaid interest.

At the Debtors' request, the Court approves the Settlement
Agreement.

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

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


EXCO RESOURCES: Moody's Reviews B2 Debt Ratings for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed EXCO Resources, Inc.'s B1
Corporate Family Rating (formerly the Senior Implied Rating) and
its B2 senior unsecured note ratings under review for downgrade.
EXCO is a private oil and natural gas exploration and production
company.  EXCO has carried a developing rating outlook since first
quarter 2005 due to its ongoing evaluations of several possible
strategic actions.

The move to a formal review for downgrade is due to EXCO's
announcement that the board of directors of its parent, EXCO
Holdings Inc. has approved Holdings' initiation of formal
negotiations with EXCO Holdings II, Inc. to conduct an initially
leveraged buyout of all Holdings' equity shareholders.  Holdings
II is a newly-formed Delaware corporation that will be controlled
by a group of investors led by Douglas H. Miller, the Chairman and
Chief Executive Officer of EXCO.  EXCO's intention is to then
execute an initial public offering by late 2005 or early 2006 in
order to raise funds to repay the bridge debt at Holdings II and
provide additional working capital.  Immediately prior to the IPO,
Holdings II would be merged into EXCO.

Moody's believes that the initial outcome of the review for
downgrade is likely to take one of the following directions before
the likelihood and dimensions of a possible initial public
offering can come clearly into view.  Initially, either:

   1) both the Corporate Family Rating and the note ratings may be
      downgraded;

   2) the Corporate Family Rating could be downgraded but the note
      rating confirmed; or

   3) both the Corporate Family Rating and note rating could be
      confirmed.

The ratings would then be reassessed if EXCO executes a sizable
initial public offering.

Moody's does anticipate that the bridging period prior to an IPO
could include a degree of structural protection for the existing
notes that are located at the subsidiary operating company level.
New debt bridge funding would likely to be held at the holding
company level, being structurally subordinated to the senior
unsecured notes at the EXCO operating level.  The EXCO notes would
also benefit from strong up-cycle cash flow before capital
spending and by pro forma balance sheet cash.  After several
recent acquisitions, Moody's estimates that EXCO's pro forma cash
as of June 30, 2005 would be approximately $250 million in cash.

Moody's estimates that after the transaction, but before a
potential initial public offering, the EXCO Holdings/EXCO
Resources family is likely to carry combined debt at levels
yielding extremely high gross debt leverage on proven developed
reserves.  Adjusting for cash balances, the credit family would
still carry very high combined net leverage on PD reserves.  If
EXCO is subsequently able to execute an initial public offering in
the scale that it anticipates, the leverage profile would improve
very substantially in the absence of leveraging acquisitions.  Any
rating action associated with an eventual initial public offering
would additionally weigh EXCO's operating and cost trends as well
as the sector outlook at the time.

EXCO Resources, Inc. is headquartered in Dallas, Texas.


FARMLAND IND: Liquidating Trustee & Safeco Ask Court to Bless Pact
------------------------------------------------------------------
J.P. Morgan Trust Company, N.A., in its capacity as Liquidating
Trustee of FI Liquidating Trust appointed in Farmland Industries,
Inc., and its debtor-affiliates' chapter 11 cases ask the U.S.
Bankruptcy Court for the Western District of Missouri to approve
its settlement agreement with Safeco Insurance Company.

Safeco Insurance Company filed numerous proofs of claim in the
Debtors' cases.  The Claims primarily relate to workers'
compensation bonds:

             Claim No.          Amount
             ---------        ----------
               #7715              $8,395
               #7716         $23,136,454
               #7718            $160,000
               #9187        Undetermined
               #9199        Undetermined

The Liquidating Trustee and Safeco have worked closely for over a
year to cancel the Bonds.

At the Trustee's behest, the Court approved the Self-Insured
Workers' Compensation Loss Portfolio Transfer to Safety National
Casualty Corporation with respect to five states:

   -- Iowa,
   -- Kansas,
   -- Massachusetts,
   -- Minnesota, and
   -- Nebraska.

Pursuant to the loss portfolio transfer, the Bonds should be
cancelled by the fives states and that will terminate Safeco's
liability on the Bonds.  Upon cancellation of the Bonds, the vast
majority of Claims should be resolved.

The parties agreed that they will focus their efforts on resolving
their differences with respect to the Claims during the time
period that the five states are processing the loss portfolio
transfer and canceling the Bonds.

In the event the parties cannot agree, the parties will bring the
issue before the Court for it to decide the appropriate resolution
of the timing issue.

Tom Pennington, Esq., at Manier & Herod and Bruce E. Strauss,
Esq., at Merrick, Baker & Strauss represent Safeco Insurance
Company.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004 as the Effective Date
of the Plan.


FOOTMAXX HOLDINGS: June 30 Balance Sheet Upside-Down by $16.5 Mil.
------------------------------------------------------------------
Footmaxx Holdings Inc. (TSX VENTURE:FMX) reported its financial
results for the quarter ending June 30, 2005.

The Company continued to experience declining revenues due to a
strengthening Canadian dollar.  Were it not for the unfavorable
foreign exchange impact, revenues would have shown a slight
increase.  Final revenue for the second quarter were $3,389,671,
3.7% below prior year revenues of $3,519,058.  EBITDA for the
second quarter decreased by $25,931, from $576,280 in 2004 to
$550,249 in 2005.  Net income increased from $20,059 for the
Second quarter of 2004 to $43,824 in 2005.

Revenue for the first six months of 2005 decreased $432,516, from
$6,607,362 in 2004 to $6,174,846 in 2005.  EBITDA decreased
$271,149 from $1,007,538 in 2004 to $736,389 in 2005.  Net loss
for the first six months of 2005 was $287,594, an increase of
$181,101 from the $106,593 net loss incurred for the same period
of 2004.

Footmaxx Holdings Inc. -- http://www.footmaxx.com/-- produces and
globally markets high quality, state-of-the-art foot orthotics.
Footmaxx's proprietary software uses advanced computer techniques
to produce individually prescribed and technologically superior
foot orthotics which reduce foot, knee, hip and lower back pain
and enhance both the comfort and performance level of the wearer.

As of June 30, 2005, Footmaxx Holdings' balance sheet shows a
$16,531,334 equity deficit, compared to a $16,243,740 deficit at
Dec. 31, 2004.


GARDENBURGER INC: Beset with $79.2M Deficit & Credit Pact Defaults
------------------------------------------------------------------
Gardenburger, Inc., delivered its quarterly report for the quarter
ending June 30, 2005 on Form 10-Q, to the Securities and Exchange
Commission on August 15, 2005.

The Company reported a $2,809,000 net loss on $12,602,000 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $20,244,000 in total assets and
a $79,173,000 stockholders deficit.

The company was out of compliance with certain debt covenants as
of June 30, 2005, under its credit agreements with:

   * CapitalSource Finance LLC;
   * Annex Holdings I LP.

The Company said it needs to address its debt service
requirements.  The Company's management has been exploring various
potential strategic alternatives, including the possibilities of:

   -- a potential transaction or transactions to take Gardenburger
      private;

   -- a potential transaction or transactions to sell its stock or
      assets to a third party buyer; and

   -- a potential negotiated restructuring of its indebtedness
      with its existing major creditors that could involve a
      prearranged or prepackaged plan of reorganization to be
      implemented through the commencement of a chapter 11 case.

No definitive agreements have been inked yet.  The Company said
there is no assurance that it can enter into any of those
transactions.  These factors raise substantial doubt about its
ability to continue as a going concern, the Company added.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?133

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.,
is an innovator in meatless, low- fat food products. The Company
distributes its flagship Gardenburger(R) veggie patty to more than
30,000 food service outlets throughout the United States and
Canada.  Retail customers include more than 24,000 grocery,
natural food and club stores.  Based in Portland, Ore., the
Company currently employs approximately 175 people.


GATEWAY EIGHT: Court OKs Amended Disclosure Statement Filed by ERS
------------------------------------------------------------------
The Honorable William C. Hillman of the U.S. Bankruptcy Court for
the District of Massachusetts approved the adequacy of the First
Modified Amended Disclosure Statement explaining the Modified Plan
of Reorganization of Gateway Eight Limited Partnership proposed by
the Employees' Retirement System of Rhode Island through the State
Investment Commission.

                        About the Plan

The Plan provides for the preservation of certain rights to sue
creditors who received payments made by the Debtor out of the
ordinary course of business after Sept. 1, 2004, the right to sue
Boston Financial Data Services, and certain other parties.

Under the Plan, General Administrative Claims, Priority Tax
Claims, and Class 2 Allowed Miscellaneous Secured Claims will be
paid in full.

These Classes are impaired under the Plan:

   -- Class 1 Allowed ERS Secured Claims,
   -- Class 3 Allowed Unsecured Claims,
   -- Class 4 Allowed Equity Interests, and
   -- Class 5 Purported Ground Lease.

Though impaired, ERS is willing to accept less than par under the
terms of its Plan.  Confirmation of the Plan will constitute ERS'
foreclosure on its Collateral.  ERS agrees to accept the ERS Cash
Collateral (defined in the Plan), the ERS Lease Collateral
(essentially claims against BFDS) and the ERS Property Collateral
Proceeds in exchange for the cancellation and release of all Liens
securing its loans.

Allowed unsecured claims, including Trade Claims, will receive a
pro rata share of a $30,000 "Trade Claim Gift".  ERS believes that
the Trade Creditors will not receive anything under the Plan,
except from the Trade Claim Gift.

Equity interest holders will receive their pro rata share of any
Plan Trust Proceeds after payment in full of all allowed unsecured
claims.

                     Plan Implementation

The ERS Property Collateral will be transferred pursuant to an
Auction and Bidding Procedures.  Under the Plan, ERS will make an
opening bid of $17,900,000 for the Debtor's Gateway Building
property located at One American Express Plaza, 99 Park Row, in
Providence, Rhode Island.

Developed by CGV, Inc., the four-story building consists of
113,609 rentable square feet and a 2-level subterranean parking
garage with 150 parking spaces.

Any competing Bid must offer at least $18,000,000 for the
Property.  Qualified buyers or lessees of the Property may be
eligible for some tax or employment-related incentives through:

      Mr. Richard Reed
      Rhode Island Economic Development Corporation
      One West Exchange Street
      Providence, RI 02903
      Tel: (401) 222-2601 extension 103
      Fax: (401) 274-1381

                         Plan Trust

On the effective date, the Plan Trust will be formed in a manner
reasonably acceptable to the Successful Bidder.  The Plan Trust
will consist of:

   -- all Causes of Action that are not ERS Collateral;

   -- any other assets of the Debtor, which are ERS Collateral;

   -- any ERS Property Collateral Proceeds remaining after payment
      of Allowed Senior Secured Claims;

   -- the ERS Secured Claim and Miscellaneous Secured Claims
      against Boston Financial Data Services under the Tax
      ordinance;

   -- the ERS Plan Trust Funding Contribution; and

   -- cash portion of the CGV Realty Special Plan Contribution.

William R. Baldiga, Esq., Kevin L. Nulton, Esq., and Meghan E.
Walt, Esq., at Brown Rudnick Berlack Israels LLP represent the
Employees' Retirement System of Rhode Island.

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

   http://www.researcharchives.com/bin/download?id=050831024241

All ballots must be received on or before 4:00 p.m. on
Sept. 20, 2005, by Carol S. Ennis, Esq., at Brown Rudnick Berlack
Israels LLP in Boston, Massachusetts.

Judge Hillman set the Confirmation Hearing at 10:00 a.m. on
Sept. 27, 2005.  Objections to the confirmation of the Plan, if
any, must be filed on or before 4:00 p.m. on Sept. 20, 2005, and
served to:

   Clerk of the Bankruptcy Court
   U.S. Bankruptcy Court for the District of Massachusetts
   1101 Thomas P. O'Neill Jr. Federal Building
   10 Causeway Street
   Boston, MA 02222

Copies must be served to:

   (1) Counsel for ERS:

       Brown Rudnick Berlack Israels LLP
       One Financial Center
       Boston, MA 02111
       Attn: William R. Baldiga, Esq.

   (2) Counsel for the Debtor:

       Goodwin Procter LLP
       Exchange Place
       53 State Street
       Boston, MA 02109
       Attn: Daniel M. Glosband, Esq.

   (3) United States Trustee:

       The Office of the United States Trustee
       10 Causeway Street, Room 1184
       Boston, MA 02222
       Attn: Gary L. Donahue

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/-- is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  Macken Toussaint,
Esq., at Goodwin Procter LLP, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


GATEWAY EIGHT: Court Approves Bidding Procedures for Property
-------------------------------------------------------------
The Honorable William C. Hillman of the U.S. Bankruptcy Court for
the District of Massachusetts approved the bidding procedures of
Gateway Eight Limited Partnership's property proposed by the
Employees' Retirement System of Rhode Island through the State
Investment Commission.

Papers filed with the Court did not specify the date and time of
the auction.  The auction will be held in Courtroom 3, Thomas P.
O'Neill Federal Building, 10 Causeway Street, in Boston,
Massachusetts.

The Debtor owns a Property known as the Gateway Building or
American Express Plaza located at One American Express Plaza, 99
Park Row, in Providence, Rhode Island.

Developed by CGV, Inc., the 4-story building consists of 113,609
rentable square feet and a 2-level subterranean parking garage
with 150 parking spaces.

ERS will retain Irving Shechtman & Company to:

   -- market the Property through advertisements and direct
      correspondence to potentially interested parties on its
      mailing list,

   -- coordinate the dissemination of due diligence information to
      potential bidders of the Property;

   -- receive, investigate and respond to questions raised by
      qualified prospective buyers; and

   -- arrange for physical inspection of the Property by potential
      buyers.

ERS will make an opening bid of $17,900,000 for the Property.  Any
competing Bid must offer as least $18,000,000 for the Property.

A qualified bidder must deposit $100,000 to the Auctioneer and
provide:

   -- written evidence of the approval of the Company's Board of
      Directors of the contemplated transaction;

   -- a detailed narrative description of its qualification;

   -- a letter stating the identity of the Company's contact
      information, full disclosure of any affiliates and insiders
      involved in the auction;

   -- deliver a copy of the Bid  by hand delivery, electronic
      mail, or overnight service to:

      (a) Irving Shechtman & Company
          141 Power Road
          Pawtucket, RI 02860
          Attn: M.C. Ponte, III
          E-mail: auctionsri@excite.com

      (b) Joan Caine, CFA
          Deputy General Treasurer for Finance
          Office of the General Treasurer
          40 Fountain Street, 8th Floor
          Providence, RI 02903
          E-mail: jcaine@treasury.state.ri.us

      (c) Kevin L. Nulton, Esq.
          Brown Rudnick Berlack Israels LLP
          121 South Main Street
          Providence, RI 02903
          E-mail: knulton@brownrudnick.com

      (d) William R. Baldiga, Esq.
          Brown Rudnick Berlack Israels LLP
          121 South Main Street
          Providence, RI 02903
          E-mail: wbaldiga@brownrudnick.com

      (e) Andrew G. LeStage, Vice President
          Great Point Investors LLC
          98 North Washington Street
          Boston, MA 02114
          E-mail: alestage@gpinvestors.com

      (f) Daniel M. Glosband, Esq.
          Goodwin Procter LLP
          Exchange Place
          Boston, MA 02109
          E-mail: dglosband@goodwinprocter.com

The Successful Bidder must consummate the sale not earlier than
Nov. 1, 2005, and not later than Nov. 30, 2005.

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/-- is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  Macken Toussaint,
Esq., at Goodwin Procter LLP, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


INTELSAT LTD: Moody's Affirms $1.7 Billion Notes' Junk Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed Intelsat, Ltd.'s ratings
and changed the outlook for all ratings to developing from
negative following the company's announcement that it is acquiring
PanAmSat for $3.2 billion plus the assumption of PanAmSat's debt
($3.2 billion).  The transaction, which Moody's expects to be
largely, if not entirely, financed with new debt, would
significantly increase Intelsat's pro forma leverage thereby
increasing credit risk for Intelsat debt holders and pressuring
the rating downwards.  Therefore, Moody's anticipates placing all
ratings on review for possible downgrade or lowering the ratings
once the timing and structure of the transaction and resolution of
regulatory review becomes more certain.

Moody's has affirmed these ratings:

  Intelsat:

     * Corporate family rating -- B2
     * $400 Million 5.25% Global notes due in 2008 -- Caa1
     * $600 Million 7.625% Sr. Notes due in 2012 -- Caa1
     * $700 Million 6.5% Global Notes due in 2013 -- Caa1

  Intelsat Subsidiary Holding Company Ltd.:

     * $300 Million Sr. Secured Revolver due in 2011 -- B1
     * $350 Million Sr. Secured T/L B due in 2011 -- B1
     * $1 Billion Sr. Floating Rate Notes due in 2012 -- B2
     * $875 Million Sr. 8.25% Notes due in 2013 -- B2
     * $675 Million Sr. 8.625% Notes due in 2015 -- B2

  Intelsat (Bermuda) Ltd.:

     * $478.7 Million Sr. Unsecured Discount Notes due 2015 -- B3

Moody's has changed the outlook to developing from negative.

The developing outlook reflects the uncertainty surrounding the
timing of the domestic and international regulatory review
processes.  Once Moody's has greater certainty with respect to
such processes, a potential review for possible downgrade would
likely focus on Moody's assessment of:

   1) Intelsat's financing strategy;

   2) the company's strategy for successfully integrating
      PanAmSat's operations and generating meaningful cost
      reductions; and

   3) the company's ability to generate pro forma cash flows and
      its strategy for reducing debt.

The review would also likely focus on Intelsat's pro forma market
position as the world's largest fixed satellite service provider
and whether the elimination of a major FSS competitor and its
effect, if any, on pricing pressures, partially offsets the credit
impact of the aforementioned leverage increase.  As part of a
potential review, Moody's would also assess pricing pressures from
terrestrial-based competition.  Moody's would likely lower
Intelsat's ratings if the company does not delineate a clear debt
reduction strategy subsequent to closing the transaction.

Intelsat, headquartered in Bermuda, is one of the top three fixed
service satellite operators and is owned by funds advised by or
associated with:

   * Apollo Management,
   * Apax Partners,
   * Madison Dearborn, and
   * Permira.

The company owns and operates a global communication satellite
system that provides capacity for:

   * voice,
   * video,
   * networks services, and
   * the Internet in more than 200 countries and territories.


INTELSAT LTD: Placed on Fitch's Watch Negative After PanAmSat Deal
------------------------------------------------------------------
Fitch has placed the ratings of Intelsat, Ltd., wholly owned
subsidiary Intelsat (Bermuda), Ltd., and operating subsidiary
Intelsat Subsidiary Holding Company Ltd. on Rating Watch Negative
following Intelsat's announcement that it has signed a definitive
agreement to acquire PanAmSat Holding Corporation for $3.2
billion, or $25 per share of PanAmSat common stock, plus the
assumption of $3.2 billion of PanAmSat debt.  The acquisition
would create the largest satellite communications company in the
world, with a total of 53 satellites and combined annual revenues
of approximately $1.9 billion.

Fitch currently rates Intelsat's debt:

   Intelsat, Ltd.

     -- Issuer default rating 'B-';
     -- Senior unsecured notes 'CCC'; recovery rating 'R6'.

   Intelsat (Bermuda), Ltd.

     -- Senior unsecured discount notes 'B-'; recovery rating
        'R4'.

   Intelsat Subsidiary Holding Company Ltd.

     -- Senior unsecured notes at 'B+'; recovery rating 'R2';

     -- Senior secured credit facilities at 'BB-'; recovery rating
        'R1'.

The Rating Watch Negative reflects the fact that a significant
portion of the acquisition price will likely be debt financed and
that the acquisition will trigger the Change of Control provisions
in $1.2 billion of PanAmSat's publicly traded debt, requiring this
debt to be refinanced.  In addition, Fitch believes that
Intelsat's financial metrics will be negatively affected as a
result of the acquisition as debt balances could rise to as much
as $11.4 billion on a pro forma basis (from a combined $8.2
billion currently).

A substantial portion of the financing for the transaction is
expected to be raised at Intelsat Bermuda.  Prior to this
financing and the closing of the transaction, Intelsat Bermuda is
expected to transfer substantially all of its assets and
liabilities to a newly formed wholly owned subsidiary.  Upon
completion of the transaction, both PanAmSat and HoldCo will be
direct or indirect wholly owned subsidiaries of Intelsat Bermuda,
and PanAmSat and its subsidiaries will continue as separate
corporate entities.

The Rating Watch Negative also reflects the fact that PanAmSat
will continue to pay dividends on its publicly traded stock until
the acquisition is consummated (the dividend is currently $47.5
million per quarter).  In addition, the acquisition will require
regulatory approvals from numerous U.S. and foreign regulatory
agencies and is expected to take from 12 to 18 months to complete
if successful.  Other concerns include low industry capacity
utilization rates (about 60%) and slow growth in demand for
satellite broadband services.  In addition, both companies self-
insure the majority of their satellites, which could result in
significant costs upon failure.

Fitch notes that the contemplated acquisition would create a
satellite powerhouse with a combined 53 satellites serving
customers in some 220 countries and territories. This compares
favorably to SES Global (29 satellites with a minority stake in 10
other satellites), Eutelsat S.A. (20 satellites), and New Skies
Satellites B.V. (five satellites).  In addition, the combination
would result in a more balanced revenue stream as PanAmSat
revenues are largely from video services (about two-thirds) and
approximately one-half of revenues are generated in the U.S.
Intelsat's revenue stream comes more from telephony, data, and
broadband, among others (about 20% is video), and the majority of
its revenues are international.  Because Intelsat plans to
consolidate the combined entity's headquarters in Washington,
D.C., Fitch believes that certain cost savings could be realized.

Fitch plans to review the proposed transaction in more detail when
additional information is made available.  Specifically, Fitch
will be focusing on the proposed capital structure and its
suitability for a company in this industry.  Fitch will also be
focusing on the new entity's ability to generate free cash flow,
its plans to reduce debt, and proposed capital expenditure levels
to maintain the competitiveness of the combined satellite fleet.

Fitch's rating action affects about $5.4 billion of existing debt
including undrawn bank lines.


INTERSTATE BAKERIES: Gets Court Nod to Buy Trucks from First Union
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
authority to purchase from First Union Commercial Corporation
tractors, trailers and route trucks, pursuant to seven Schedule
III Certificates:

                                    Basic Term
   Certificate No.    Equipment      End Date    Purchase Price
   ---------------   -----------    ----------   --------------
          1          63 Tractors    05/31/2005       $1,026,618

          2          130 Route      06/22/2005        1,035,123
                     Trucks

          3          39 Tractors    06/29/2005          749,719

          4          125 Trailers   08/29/2005          817,180

          5          125 Route      07/30/2005          977,978
                     Trucks

          6          53 Route       07/30/2005          427,210
                     Trucks

          7          124 Route      08/30/2005        1,005,306
                     Trucks
                                                 --------------
                                        Total:       $6,039,134


Specifically, the Schedule III Agreement provides that:

   (a) the Debtors will purchase the equipment set forth in each
       Schedule III Certificate upon the end of each Schedule III
       Certificate's Basic Term, for a total purchase price of
       $6,039,134, which represents a discount of more than 30%
       to the wholesale values for the equipment according to the
       N.A.D.A. Official Commercial Truck Guide May - June 2005;

   (b) until the end of each Schedule III Certificate's Basic
       Term, the Debtors will pay to First Union each Schedule
       III Certificate's Basic Rent;

   (c) the purchase price for each Schedule III Certificate will
       be reduced on a dollar for dollar basis for the amount of
       any payments made by the Debtors to First Union for the
       Certificate following the end of its Basic Term; and

   (d) the Debtors will reimburse First Union for reasonable
       legal fees and expenses related to May 19, 1992 Equipment
       Lease from the Petition Date through the effective date of
       the Schedule III Agreement in an amount to be agreed on
       before the hearing on First Union's request.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


IWO HOLDINGS: Moody's Reviews Junk Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed the ratings of IWO Holdings, Inc.
on review for possible upgrade due to the company's agreement to
be acquired by Sprint Nextel Corporation (Baa2 stable) for
approximately $427 million (including the assumption of IWO's net
debt).

The ratings on review are:

   * Corporate family rating -- Caa1

   * $150 million first priority floating rate notes
     due 2012 -- B3

   * $140 million (face) 10.75% second priority senior discount
     notes due 2015 -- Caa2

In the rating action dated August 10, 2005, Moody's incorporated
the possibility that the combined Sprint Nextel would acquire some
or all of their wireless affiliates.  Consequently, the pending
acquisitions of IWO Holdings and Gulf Coast Wireless (unrated)
have no effect on the Sprint Nextel ratings.

Based in Albany, New York, IWO Holdings is a PCS affiliate of
Sprint with over 237,000 subscribers.


IWO HOLDINGS: S&P Places Junk Corporate Credit Rating on Watch
--------------------------------------------------------------
(NEW YORK/Standard & Poor's/Aug. 30, 2005)
Standard & Poor's Rating Services placed its ratings for Albany,
New York-based wireless provider IWO Holdings Inc., including the
'CCC+' corporate credit rating, on CreditWatch with positive
implications.

"This action follows the announcement that Sprint Nextel Corp.
(A-/Stable/--) has agreed to purchase IWO Holdings, one of its PCS
affiliates, for approximately $427 million, including the
assumption of approximately $208 million of net debt," said
Standard & Poor's credit analyst Susan Madison.

The acquisition is subject to the approval of IWO shareholders and
customary regulatory approvals, and is expected to be completed in
the fourth quarter of 2005.  IWO Holdings is a wireless service
provider in five Northeastern states, with roughly 237,000
wireless subscribers in markets totaling 6.2 million people.


JERNBERG IND: UST Picks 3-Member Non-Union Retirees Committee
-------------------------------------------------------------
Ira Bodenstein, the U.S. Trustee for Region 11, Jernberg
Industries, Inc., and its debtor-affiliates delivered a list of
the proposed members of the Official Committee of Non-Union
Retirees with the Honorable John H. Squires of U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division.

The three individuals willing to serve on the committee are:

   (1) Clarence M. Berblinger
       115 Wilton Drive
       Summerville, SC 29483

   (2) Howard C. Campbell
       18329 Pond View Court
       Tinley Park, IL 60477

   (3) Leonard M. Lipinski
       18405 Marshfield Avenue
       Homewood, IL 60430

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.  CM&D Management Services, LLC' A. Jeffery Zappone
serves as the Debtors' Chief Restructuring Officer.  CM&D Joseph
M. Geraghty sits as Cash and Restructuring Manager and Joshua J.
Siano, Gerald B. Saltarelli and J. David Mathews serve as Cash and
Restructuring Support personnel.


JP MORGAN: Fitch Assigns BB Rating to $4.8MM Private Certificates
-----------------------------------------------------------------
Fitch rates J.P. Morgan Mortgage Trust $1.461 billion mortgage
pass-through certificates, series 2005-A6:

   Aggregate Pool I

     -- Classes 1-A-1, 1-A-2, 1-A-3, 1-A-4, 2-A-1, 2-A-2, 2-A-3,
        2-A-4, 2-A-5, 3-A-1, 3-A-2, 3-A-3, 3-A-4, 4-A-1, 5-A-1, 6-
        A-1, 6-A-2, and A-R, senior classes ($1,168,597,300)
        'AAA';

     -- Class I-B-1 ($21,247,600) 'AA';

     -- Class I-B-2 ($8,498,800) 'A';

     -- Class I-B-3 ($4,856,500) 'BBB';

     -- Privately offered class I-B-4 ($4,856,500) 'BB';

     -- Privately offered class I-B-5 ($3,035,300) 'B'.

     The privately offered class I-B-6 ($3,035,477) is not rated
     by Fitch.

   Pool 7

     -- Senior class 7-A-1 ($241,853,000) 'AAA';
     -- Class II-B-1 ($4,010,00) 'AA';
     -- Class II-B-2 ($1,754,300) 'A';
     -- Class II-B-3 ($877,100) 'BBB';
     -- Privately offered class II-B-4 ($877,100) 'BB';
     -- Privately offered class II-B-5 ($501,200) 'B'.

     The privately offered class II-B-6 ($725,215) is not rated by
     Fitch.

The 'AAA' rating on the Aggregate Pool I senior classes reflects
the 3.75% subordination provided by the 1.75% class I-B-1, the
0.70% class I-B-2, the 0.40% class I-B-3, the 0.40% privately
offered class I-B-4, the 0.25% privately offered class I-B-5, and
the 0.25% privately offered class I-B-6 certificates.

The 'AAA' rating on the Pool 7 senior class reflects the 3.50%
subordination provided by the 1.60% class II-B-1, the 0.70% class
II-B-2, the 0.35% class II-B-3, the 0.35% privately offered class
II-B-4, the 0.20% privately offered class II-B-5, and the 0.30%
privately offered class II-A-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

As of the cut-off date (Aug. 1, 2005), the assets of the trust
consisted of seven mortgage pools.  These pools have further been
aggregated into two groups, Aggregate Pool I, consisting of
mortgage pools 1 through 6; and Pool 7. Aggregate Pool I and Pool
7 have their respective subordination.

Wachovia Bank, N.A. will serve as trustee.  J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust which issued the certificates.  For federal income
tax purposes, the trustee will elect to treat all or portion of
the assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KAIRE HOLDINGS: June 30 Balance Sheet Upside-Down by $1.79 Million
------------------------------------------------------------------
Kaire Holdings, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending June 30, 2005, to the
Securities and Exchange Commission on August 15, 2005.

The Company reported a $339,892 net loss on $273,987 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $355,815 in total assets and
$2,146,631 in total debts.  The Company said it must raise
additional capital to meet its working capital needs.  If the
Company is unable to raise sufficient capital to fund its
operations, it might be required to curtail or discontinue its
pharmacy operations.  The Company said these factors raise
substantial doubt about its ability to continue as a going
concern.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?131

Kaire Holdings, Inc., delivers specialized programs and services
targeted areas within the senior and chronic health care market.

As of June 30, 2005, Kaire Holdings' balance sheet reflected a
$1,790,816 stockholders' deficit compared to a $1,558,716 deficit
at December 31, 2004.


KAISER ALUMINUM: Wants Monument-Kaiser Settlement Pact Approved
---------------------------------------------------------------
Jason Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that on July 5, 1999, an explosion
occurred at Kaiser Chemical & Chemical Corporation's alumina
refining facilities in Gramercy, Louisiana, destroying much of
that facility and causing millions of dollars in damages.

After the explosion, KACC embarked on a project to rebuild the
Gramercy Facility, which project became known as the Gramercy
Rebuild Project.

KACC selected Kaiser Engineers, Inc. -- a subsidiary of Kaiser
Group International, Inc. unrelated to KACC -- as the engineering,
procurement and construction contractor for the Rebuild Project.
KACC and Kaiser Engineers entered into a Time and Materials
Agreement dated December 23, 1999, and subsequently entered into
an EPC Agreement dated April 17, 2000.

Mr. Madron recounts that KACC and Kaiser Engineers specifically
agreed in the Rebuild Contracts that KACC would procure a
builder's risk insurance policy for the Rebuild Project.

In compliance with its contractual obligations, KACC purchased a
builder's risk insurance policy for the Rebuild Project through
AON Risk Services of Texas, Inc.  Unknown to KACC, Kaiser
Engineers, through its agent Willis of Maryland, Inc., also
obtained a builder's insurance policy, policy number DT-660-
124D339A-TIL-00, from Travelers Indemnity Company of Illinois,
which covered the Rebuild Project.

Furthermore, Mr. Madron notes that the $675,650 full cost of the
Policy had been charged to KACC as part of a larger $2.7 million
invoice, and KACC paid that invoice in full not realizing that it
was purchasing a second builder's risk policy.

                    The Reinsurance Agreement

Upon receiving KACC's full payment for the Policy, Travelers
Indemnity entered into a reinsurance agreement for the Policy with
Monument Select Insurance Company, pursuant to which Monument
Select obligated itself to pay all claims under the Policy.

Of the $675,650 in premiums paid, Travelers Indemnity retained
$175,650 -- $75,650 for administrative fees and premium taxes and
$100,000 as collateral -- and forwarded the remaining $500,000 to
Monument Select as payment under the Reinsurance Agreement.

On June 9, 2000, Kaiser Group and certain of its affiliates,
including Kaiser Engineers, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code.

In December 2000, KACC discovered that it had paid the $675,650 in
Policy premiums.  After further investigation, KACC also learned
that the Policy had been canceled in August 2000, 10 months before
the scheduled expiration date.  Mr. Madron points out that
Travelers Indemnity and Monument Select had improperly determined
to retain the $393,000 unearned premium, which should have been
refunded to KACC as a result of the premature policy cancellation.

                         KACC Files Suit

Monument Select, Travelers Indemnity, and Willis refused to
respond to KACC's numerous requests to resolve the dispute and
return the unearned premium.  As a result, KACC filed suit in
December 2001.

The lawsuit is currently pending in the United States District
Court for the Eastern District of Louisiana.  KACC sought return
of the full Policy premium or, alternatively, return of the
unearned premium associated with the Policy plus interest,
penalties and all other additional damages.

Travelers Indemnity subsequently asserted a cross-claim against
Monument Select alleging that the Reinsurance Agreement required
Monument Select to reimburse Travelers Indemnity if it was
required to return any premiums that were passed on to Monument
Select.

                    The Travelers Settlement

Following initial discovery in the Lawsuit, KACC and Travelers
Indemnity agreed to settle their disputes and, on May 5, 2003,
entered into a Settlement Agreement and Assignment of Rights.

Pursuant to the Travelers Settlement, Travelers Indemnity, among
other things:

   -- was required to pay $162,500 to KACC;

   -- assigned to KACC all rights, title and interest to any and
      all claims that Travelers Indemnity had or may have against
      Monument Select for return of the unearned premium; and

   -- authorized KACC to pursue Travelers Indemnity's cross-claim
      filed against Monument Select in the Lawsuit.

KACC, in turn, agreed to defend and indemnify Travelers Indemnity
from any and all claims made by Monument asserting any interest in
the $100,000 collateral retained by Travelers Indemnity associated
with the Policy.  In addition, around the time it reached the
settlement with Travelers Indemnity, KACC also reached an
agreement to settle the Lawsuit with Willis, which settlement
required Willis to pay $62,500 to KACC.

The Bankruptcy Court approved the Travelers Settlement and the
Willis Settlement on June 13, 2003.

Thereafter, KACC filed a motion in the Lawsuit for leave to pursue
Travelers Indemnity's claim against Monument Select, which the
Louisiana Court granted on July 14, 2003.

                   The Kaiser Group Adversary

On July 18, 2003, Kaiser Group filed an adversary proceeding in
its own chapter 11 case against Travelers Indemnity seeking:

   (a) the turnover of the $100,000 that Travelers Indemnity
       retained from the KACC premium payment, which was paid to
       KACC as part of the Travelers Settlement; and

   (b) a declaratory judgment that Travelers Indemnity must pay
       any money it received in the Lawsuit to Kaiser Group.

On September 22, 2003, the Bankruptcy Court approved KACC's motion
to enforce the automatic stay against Kaiser Group and its
affiliated reorganized Kaiser Aluminum Corporation and its debtor-
affiliates, and, therefore, required Kaiser Group to dismiss the
Adversary.

The Louisiana Court subsequently transferred the Lawsuit to the
United States District Court for the District of Delaware, which
then referred the Lawsuit to the Bankruptcy Court.

On November 8, 2004, the Bankruptcy Court held a status conference
on the summary judgment motions that had previously been filed by
the parties in the Louisiana Court and set the summary judgment
motions for hearing on November 22, 2004.

On November 30, 2004, the Bankruptcy Court entered an order
permitting the Kaiser Group Debtors to intervene in the Lawsuit.

Following argument on the pending summary judgment motions, the
Bankruptcy Court concluded that the Lawsuit should be transferred
back to the Louisiana Court because of the Louisiana law issues
involved.  On January 4, 2005, the Bankruptcy Court transferred
the Lawsuit back to the Louisiana Court.

The parties then entered into settlement negotiations and
ultimately reached an agreement that resolves the issues raised in
connection with the Lawsuit.

            The Monument Select Settlement Agreement

KACC, Kaiser Group and Monument Select have agreed to enter into a
Settlement Agreement, pursuant to these terms:

   (1) Kaiser Group will pay $218,000 to KACC within seven days
       after the Court's order approving the Settlement Agreement
       becomes a final, non-appealable order.

   (2) The parties, as well as certain other related parties,
       will release each other from any and all claims related to
       the Lawsuit, the Policy, the Reinsurance Agreement and the
       placement and cancellation of the Policy and the
       Reinsurance Agreement.

   (3) The parties will indemnify and defend each other from
       third-party claims seeking contribution, indemnity or
       damages arising from claims against that third party
       asserted by KACC or certain related parties.

   (4) The Lawsuit will be dismissed, with prejudice.

By this motion, KACC asks the Court to approve the Settlement
Agreement with Kaiser Group and Monument Select.

Mr. Madron contends that the Settlement Agreement is undoubtedly
in the best interest of KACC's creditors because:

   -- it will allow KACC to recover $218,000 from Kaiser Group
      for the benefit of KACC's estate; and

   -- avoid the substantial additional costs that would likely be
      incurred in continuing to litigate the Lawsuit.

Moreover, KACC will have recovered an aggregate of $443,000 in
respect of the Lawsuit.  Considering the aggregate recovery, the
Settlement Agreement certainly falls above the "lowest point in
the range of reasonableness," Mr. Madron says.

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: Court Approves Restated Kmart Master Agreement
----------------------------------------------------------
Judge Adlai S. Hardin, Jr., of the United States Bankruptcy Court
for the Southern District of New York approves in its entirety the
final version of Footstar, Inc.'s Restated Master Agreement dated
August 24, 2005, with Kmart Corporation.

A full-text copy of the Restated Master Agreement is available for
free at http://ResearchArchives.com/t/s?138

Moreover, the Court approves the July 21, 2005 Settlement
Agreement executed by the parties.  Judge Hardin authorizes and
directs Footstar to pay Kmart:

   (a) the $45 million cure amount as promptly as practicable;

   (b) the $14 million good faith estimate for the Fee True-Up
       Amount; and

   (c) the remaining portion of the Fee True-Up Amount, if any,
       by September 6, 2005.

To the extent that, after the final reconciliation of the Fee
True-Up Amount, it is determined that the actual amount is less
than $14 million, Judge Hardin directs Kmart to promptly refund
the difference to Footstar.  The New York Bankruptcy Court will
retain jurisdiction to resolve any disputes with respect to the
Fee True-Up Amount.

                        *     *     *

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

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


KMART CORP: Asks Court to Enter Final Decree Closing Ch. 11 Cases
-----------------------------------------------------------------
Pursuant to Section 350(a) of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, Kmart Corporation asks
the U.S. Bankruptcy Court for the Northern District of Illinois to
issue a final decree closing the Chapter 11 cases of:

        Debtor                                   Case No.
        ------                                   --------
        Big Beaver of Florida Development        02-02468
        The Coolidge Group                       02-02469
        Kmart Michigan Property Services LLC     02-02470
        Big Beaver Development Corp.             02-02473
        Big Beaver of Guaynabo Development       02-02475
        Bluelight Com, Inc.                      02-02477
        Kmart Stores of TNCP, Inc.               02-02482
        Kmart Overseas Corporation               02-02483
        VTA, Inc.                                02-02485
        Kmart International Services             02-02490
        STI Merchandising, Inc.                  02-02493
        KLC, Inc.                                02-02495
        KBL, Inc.                                02-02498
        S.F.P.R., Inc.                           02-02499

According to William J. Barrett, Esq., at Barack Ferrazzano
Kirschbaum Perlman & Nagelberg LLP, in Chicago, Illinois, the
Closing Debtors' cases have been substantially consummated.  The
Closing Debtors have been revested with their assets in accordance
with the First Amended Joint Plan of Reorganization and have
performed all obligations under the Plan.

Mr. Barrett assures the Court that closing the cases will not
prejudice any of the creditors' rights under the Plan.  The Plan
will remain fully operative and enforceable against Kmart, which
has the responsibility of administering the Plan and the claim
allowance process, and also making required distributions.

Nine Chapter 11 cases will remain open:

        Debtor                                   Case No.
        ------                                   --------
        Kmart Corporation                        02-02474
        Kmart Corp. of Illinois                  02-02462
        Kmart Stores of Indiana                  02-02480
        Kmart of Indiana                         02-02463
        Kmart of Pennsylvania                    02-02464
        Kmart of North Carolina LLC              02-02465
        Kmart of Michigan                        02-02484
        Kmart of Texas                           02-02466
        Bluelight.com LLC                        02-02467

Section 350(a) provides that after an estate is fully administered
"the court shall close the case."  Rule 3022 provides that
"[a]fter an estate is fully administered in a chapter 11
reorganization case, the court, on its own motion or on motion of
a party in interest, shall enter a final decree closing the case."

The Bankruptcy Code does not define "fully administered."
However, the Advisory Committee Note to Bankruptcy Rule 3022
provides a non-exclusive list of factors to be considered in
determining whether a case has been fully administered.  These
factors include:

   (1) whether the order confirming the plan has become final;

   (2) whether deposits required by the plan have been
       distributed;

   (3) whether the property proposed by the plan to be
       transferred has been transferred;

   (4) whether the debtor or the successor of the debtor under
       the plan has assumed the business or management of the
       property dealt with by the plan;

   (5) whether payments under the plan have commenced; and

   (6) whether all motions, contested matters, and adversary
       proceedings have been finally resolved.

In the Closing Debtors' cases, each of these factors has been met
and completed.

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)


KNOBIAS: Defaults on Sec. Notes Due to Non-Registration of Shares
-----------------------------------------------------------------
Knobias, Inc., delivered its quarterly report on Form 10-QSB for
the quarter ending June 30, 2005, to the Securities and Exchange
Commission on August 15, 2005.

The Company reported a $667,212 net loss on $525,912 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $551,136 in total assets and a
$1,582,265 stockholders deficit.  The Company said its losses and
deficit may indicate that it will be unable to continue as a going
concern for a reasonable period of time.

The Company is currently in default on its $1,000,000 in secured
convertible notes issued in November 2004 for failure to have an
effective registration statement with the Securities and Exchange
Commission registering the shares underlying the secured
convertible notes.  As a result, the Company is obligated to pay
18% interest and other default penalties.  The note holders have
informed the Company that they do not intend to take any action at
this time due to the default.  The note holders are not legally
bound to that assurance.  The notes are secured substantially by
all of the Company's assets.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?136

Knobias, Inc., is a financial information services provider that
has developed financial databases, information systems, tools and
products following over 14,000 U.S. equities.   Primarily through
its wholly owned subsidiary, Knobias.com, LLC, it markets its
products to individual investors, day-traders, financial oriented
websites, public issuers, brokers, professional traders and
institutional investors.


LEVI STRAUSS: Moody's Upgrades $1.85 Billion Debt Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service upgraded Levi Strauss & Co.'s senior
unsecured debt rating to Caa2 from Caa3.  Moody's also affirmed
the corporate family rating (previously "senior implied rating")
at Caa1 and senior secured term loan rating at B3.  The outlook
has been revised to positive from stable.

The positive actions reflect the continued progress the company
has made in stabilizing sales, improving its profitability, and
resolving its pending tax issues with the IRS.  Moody's
anticipates that Levi's can finance its spending needs at current
operating levels, reducing the likelihood of a draw under its
secured credit facility.  The ratings also recognize the further
diversification of the company's distribution network resulting
from the introduction of the Levi Strauss Signature brand more
broadly into the mass channel internationally, the growth in sales
of that product, and the growth in revenues from Europe and Asia.

Levi's liquidity position has improved considerably as a result of
the longer maturity profile that the refinancing of the 2006 and
2008 debt maturities achieved for the company and the risk of a
default in the near term has eased.  The demonstrated performance
improvement from recent operating results combined with improved
maturity profile diminishes the liquidity concerns and justifies
the narrowing of the notching of the unsecured debt rating
relative to the corporate family rating.

Sales for twelve month period ending May 29, 2005 were down 2.4%
at $4.1 billion.  However, this decline was due largely to
discontinued business and the conversion to a licensing model for
certain products.  LTM EBIT of approximately $545 million (as
reported) improved by 70% over the previous last twelve months.
Operating margin has steadily improved to over 13% as the company
has enjoyed significant growth in its gross margin due to:

   * increased sales in the Asia Pacific region;

   * more full priced sales;

   * a favorable shift in product mix; and

   * improvements in the European operations that have
     intentionally reduced sales while improving profitability.

Gross margins of 46% of sales represented a 700 basis point
improvement over the previous year.  The improvement in the
company's profitability has led adjusted debt (funded debt +
unfunded pension liability + eight times rent) to EBITDAR to fall
from 7.1x on11/30/03 to 4.7x for the most recent LTM.

The ratings continue to reflect intensifying competition in the
denim market and Levi's continuing struggle to carve out its brand
positioning despite owning very strong brand names.  Prior to 2004
the company experienced a multi-year decline in revenues.  Sales
in the United States, the company's largest market, have continued
to decrease through the first half of 2005.  Much of the decline
in the US has been the result of an ongoing contraction in the
core Levi's and Dockers brands while Levi Strauss Signature brand
has grown.  European sales, which have risen for the last twelve
months, fell off in the second quarter due to the weakness in the
overall retail environment and the company's planned reduction in
number of venues as it repositions the brand upwards.

Levi's also has been susceptible to large swings in its working
capital as it attempts to determine the optimal amount of
inventory to keep on hand and has struggled to consistently
fulfill customer orders.  In recent periods, Levi Strauss has
generated sufficient internal cash flow to finance its operating
needs but, due to large tax, post retirement benefit, and working
capital payments, has not had excess cash flow with which to pay
down debt.

The ratings are restrained by the company's low EBIT/ interest
expense and its weak cash flow independent of working capital
changes.  Moody's projects that the 2005 EBIT/interest expense
could rise to nearly 2.0 times from 1.4 times in 2004, and that
gross cash flow (FFO before working capital changes) / balance
sheet debt could be approximately 6.1%.  Moody's also expects that
capital expenditures could increase significantly from the levels
posted in 2004 and which Moody's would expect would be about 1.5%
of sales.

The rating outlook is positive and reflects Moody's belief that
the company will conclude its tax dispute with the IRS and better
manage its working capital.  The outlook also reflects the
potential that sufficient free cash flow could be generated after
fiscal 2005 to allow the company to begin paying down debt.

Ratings could rise if the company demonstrates stability in:

   * revenue levels,
   * profitability, and
   * working capital over the next few quarters.

Moody's would consider these actions to be signs that would lead
to longer term improvements such as deleveraging, increased
consistency in free cash flow generation, or signs of a turnaround
in the Dockers brand.

A ratings upgrade could occur if:

   * the company maintains its operating margin at levels
     above 13%;

   * increases retained cash flow /adjusted debt to levels in
     excess of 10%;

   * raises free cash flow/debt to at least 8.5%; and

   * EBIT/interest remains around 2.0 times, for a
     sustained period.

A negative rating action could ensue if:

   * there are significant sales declines in any of the
     company's brands;

   * the operating margin falls below 10%;

   * retained cash flow/adjusted debt falls below 2.5%; or

   * EBIT/interest expense falls to 1.2 times or lower for a
     sustained period.

These rating was upgraded:

   * Approximately $1.85 billion of senior unsecured notes due
     through 2015 to Caa2 from Caa3

These ratings were affirmed:

   * Corporate Family rating (formerly Senior Implied) of Caa1

   * $500 million guaranteed senior secured term loan facility
     due 2009 at B3.

Levi Strauss & Co., headquartered in San Francisco, California, is
one of the world's largest branded designers, manufacturers and
marketers of apparel.  The company designs and distributes jeans
and jeans-related pants, casual and dress pants, shirts, jackets
and related accessories for men, women and children under the:

   * Levi'sr,
   * Dockersr, and
   * Levi Strauss SignatureT brands.

The company markets its products in more than 110 countries
worldwide.  Revenues were approximately $4.1 billion for the
fiscal year ended November 28, 2004.


LEVITZ HOME: Moody's Withdraws $130 Million Notes' Junk Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Levitz Home
Furnishings because Moody's believes it lacks adequate information
to maintain a rating.  As of June 30 2005, the company had $130
million of rated debt on its balance sheet.

These ratings are withdrawn:

   * Corporate family rating (formerly senior implied rating)
     of Caa1;

   * $100 million senior secured Class A notes of Caa2;

   * $30 million senior secured Class B notes of Caa3

Headquartered in Woodbury, New York, Levitz is a leading furniture
retailer.  The company had revenues of approximately $900 million
for the LTM ended December 31, 2005.


LONG BEACH: Fitch Places BB Rating on $28.9 Million Private Certs.
------------------------------------------------------------------
Long Beach Securities Corporation's asset-backed certificates,
series 2005-WL2, composed of three groups, are rated by Fitch
Ratings:

    -- $2.13 billion classes I-A1, I-A2, II-A1, II-A2, III-A1,
       III-A1A, III-A2, III-A3, and III-A4 'AAA';

    -- $144.68 million class M-1 'AA+';

    -- $139.16 million class M-2, M-3 'AA';

    -- $41.34 million class M-4 'A+';

    -- $78.54 million class M-5, M-6 'A';

    -- $34.45 million class M-7 'A-';

    -- $28.94 million class M-8 'BBB+';

    -- $27.56 million class M-9 'BBB';

    -- $22.05 million class M-10 'BBB-';

    -- $27.56 million privately offered, class B-1 'BB+';

    -- $28.94 million privately offered, class B-2 'BB'.

Group I, II, and III mortgage loans consists of first lien,
adjustable-rate, and fixed-rate residential mortgage loans.  Group
I and II mortgage loans have principal balances that conform to
Fannie Mae and Freddie Mac loan limits.  Group III mortgage loans
have principal balances that may or may not conform to Fannie Mae
and Freddie Mac loan limits. All groups consist of mortgage loans
with original terms to maturity of not more than 40 years.

The group I, II, and III 'AAA' rating on the senior certificates
reflects the 22.55% credit enhancement provided by the 5.25% class
M1, 3.05% class M2, 2.00% class M3, 1.50% class M4, 1.50% class
M5, 1.35% class M6, 1.25% class M7, 1.05% class M8, 1.00% class
M9, 0.80% class M10, 1.00% class B1, 1.05% class B2, and 0.95%
class B3, as well as 0.80% overcollateralization.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal, and financial
structures and Long Beach Mortgage Company's servicing
capabilities as master servicer.

As of the cut-off date, the group I mortgage loans have an
aggregate balance of $452,866,268.  The weighted average mortgage
rate is approximately 7.573%, and the weighted average remaining
term to maturity is 375 months.  The average cut-off date
principal balance of the mortgage loans is $136,652.  The weighted
average original loan-to-value is 80.5%, and the weighted average
Fair, Isaac & Co. score is 615.  The properties are primarily
located in California (17.32%), Texas (11.22%), Florida (11.17%),
and Illinois (8.60%).

As of the cut-off date, the group II mortgage loans have an
aggregate balance of $873,528,670.  The weighted average mortgage
rate is approximately 7.611%, and the weighted average remaining
term to maturity is 373 months.  The average cut-off date
principal balance of the mortgage loans is $142,477.  The weighted
average original loan-to-value is 80.7%, and the weighted average
Fair, Isaac & Co. score is 614.  The properties are primarily
located in California (19.79%), Illinois (8.79%), Florida (8.61%),
and Texas (6.94%).

As of the cut-off date, the group III mortgage loans have an
aggregate balance of $1,429,321,730.  The weighted average
mortgage rate is approximately 7.036%, and the weighted average
remaining term to maturity is 400 months.  The average cut-off
date principal balance of the mortgage loans is $308,709.  The
weighted average original loan-to-value is 81.2%, and the weighted
average Fair, Isaac & Co. score is 645.  The properties are
primarily located in California (50.01%), Florida (7.24%),
Illinois (6.48%), and New York (6.39%).

All of the mortgage loans were originated by Long Beach Mortgage
Company.  Long Beach Securities Corporation, a subsidiary of LBMC,
deposited the loans into the trust, which issued the certificates.
For federal income tax purposes, one or more elections will be
made to treat the trust fund as a real estate mortgage investment
conduit.


MAIDENFORM BRANDS: July 2 Balance Sheet Upside-Down by $8 Million
-----------------------------------------------------------------
In its first quarterly earnings announcement since its shares of
common stock began trading on the New York Stock Exchange on
July 22, Maidenform Brands, Inc. (NYSE: MFB) reported its
financial results for the second-quarter and year-to-date periods
ended July 2, 2005.  Maidenform also reported continued progress
in implementing the Company's diversified growth strategy.

Net income improved to $2.6 million for the second quarter of 2005
compared to net loss of $10 million for the same period in 2004.
The Company also reported a $7.0 million year-to-date net income
from losses $6.6 millionin the comparable prior-year period.

"Our operational and financial performance in the second quarter
reflects the continuing strength of our diversified product
portfolio across our multi-channel distribution platform," said
Thomas J. Ward, Chief Executive Officer of Maidenform.  "Our
growth in the mass merchant channel both during the second quarter
and year-to-date periods is consistent with our strategic business
plan.  With the closing of our last two company-owned
manufacturing facilities in Mexico and Florida, we have now
completed Maidenform's strategic repositioning as a marketer,
rather than a manufacturer, of some of the most recognized brands
in the intimate apparel industry."  Mr. Ward continued: "We are
pleased to begin this new chapter in the Company's long and proud
history by reporting that strategically, operationally and
financially, Maidenform today is a dynamic enterprise well-
positioned for growth and success.  We are particularly excited
about the third-quarter launch of our Dream Collection as we
continue to introduce new products for consumers."

Commenting on the Company's reported financial results, Dorvin D.
Lively, Executive Vice President and Chief Financial Officer,
said: "Our results for the second quarter as reported herein
reflect the financial impact of several events that make year-to-
year comparisons difficult.  Nevertheless, we believe that after
taking all adjustments into account, Maidenform demonstrated
improved operating performance in both the second-quarter and
year-to-date periods versus the comparable year-ago periods as
presented in our non-GAAP discussions."

Total cash and cash equivalents at the end of the second quarter
of 2005 was $7.2 million compared to $23.2 million at fiscal year
end 2004.  This decrease primarily reflects changes in working
capital and the payment of a special dividend to preferred
stockholders, partially offset by a borrowing on the Company's
revolving credit facility.

Total debt outstanding, including the current portion of long-term
debt, at the end of the second quarter of 2005 was $160.4 million,
an increase of $12.7 million from fiscal year end 2004.  The
second quarter 2005 figure includes $10.0 million drawn on the
revolving credit facility in June 2005, which was fully repaid on
August 1, 2005.

                    Credit Facility Amendment

On June 29, 2005, the Company amended its existing senior credit
facility (including its revolving credit facility) by prepaying
the total balance outstanding of $50.0 million on the second-lien
term loan, which had an interest rate of LIBOR plus 7.5%.
Simultaneously, Maidenform increased the borrowings on its first-
lien term loan from $88.9 million to $150.0 million and modified
the interest rate from LIBOR plus 2.75% to LIBOR plus 2.25%.
Under this new facility, the Company's interest rate will be
reduced to LIBOR plus 2.00% on December 29, 2005.  If the ratio of
Maidenform's total debt to EBITDA, as defined in the Company's
amended and restated credit agreement, is less than 3 to 1, then,
after that date, interest rate will be further reduced to LIBOR
plus 1.75%.  In addition, the Company increased its revolving
credit facility to $50.0 million from $30.0 million.  In
connection with this amendment, the Company expensed $4.9 million
of deferred financing costs.  Subsequent to this amendment,
ongoing deferred financing costs included in interest expense are
expected to be approximately $0.8 million annually.

                   Initial Public Offering

On July 22, 2005, the Company priced its initial public offering
of 14.5 million shares at $17.00 per share, including the
underwriter's over-allotment option for 1.7 million shares.  Of
the total offering, Maidenform sold 3.375 million shares, raising
net proceeds of approximately $53.4 million.  These proceeds were
used to redeem all outstanding shares of the Company's preferred
stock and the amount of aggregate unpaid dividends which accrued
at a rate of 15%, fees and expenses of the initial public
offering, including a payment to terminate an advisory agreement,
and to pay a separate advisory fee.  In addition, shares of
preferred stock acquired upon exercise of all outstanding
preferred stock options in connection with the initial public
offering were also redeemed.  The Company did not receive any of
the proceeds from the sale of shares by the selling stockholders.

                    Business Outlook

For full fiscal year 2005, Maidenform currently expects net sales
to be in the range of $382 million to $392 million compared to
$337 million in fiscal 2004.  In addition, Maidenform expects non-
GAAP adjusted operating income to be in the range of $46 million
to $48 million and non-GAAP adjusted pre-tax income is expected to
be in the range of $35 million to $37 million.

Commenting on the Company's business outlook, Mr. Ward said, "We
believe that Maidenform is poised to achieve continued positive
growth and results through the remainder of 2005, creating value
for our stockholders and rewarding them for their confidence in
us."

Maidenform Brands, Inc. is a global intimate apparel company with
a portfolio of established and well-known brands, top-selling
products and an iconic heritage.  Maidenform designs, sources and
markets an extensive range of intimate apparel products, including
bras, panties and shapewear.  During the Company's 83-year
history, Maidenform has built strong equity for its brands and
established a solid growth platform through a combination of
innovative, first-to-market designs and creative advertising
campaigns focused on increasing brand awareness with generations
of women.  Maidenform sells its products under some of the most
recognized brands in the intimate apparel industry, including
Maidenform(R), Flexees(R), Lilyette(R), Self Expressions(R), Sweet
Nothings(R), Bodymates(TM), Rendezvous(R) and Subtract(R).
Maidenform products are currently distributed in 48 foreign
countries and territories.

At July 2, 2005, Maidenform Brands, Inc.'s balance sheet showed an
$8,389,000 stockholders' deficit, compared to a $1,122,000 deficit
at Jan. 1, 2005.


MAULDIN-DORFMEIER: Panel Says Disclosure is Insufficient
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Mauldin-Dorfmeier
Construction Inc. asks the U.S. Bankruptcy Court for the Eastern
District of California, Fresno Division, to reject the Disclosure
Statement explaining the Debtor's chapter 11 Plan.

Thomas H. Armstrong, Esq., tells the Court that the Committee's
main objection to the Disclosure Statement is its failure to
explain how much and when the unsecured creditors will be paid.
The treatment of unsecured claims, as described in the Plan, is
illusory in nature, he says.

The Committee believes that the Debtor must quantify the amount of
money that will be distributed on the Effective Date.

The Committee also wants the Debtor to disclose that one of its
principals, Mr. Mauldin, will no longer be receiving a salary from
the Company.

                         Litigation

In the Disclosure Statement, the Debtor states it will prosecute
litigation pending on the Effective Date of the Plan for the
benefit of creditors.  The Debtor has pending lawsuits against
Fresno Yosemite International Airport, UC Merced, Delano and the
California State University Stanislaus.

The Committee believes it will be useful and helpful to the
estate's creditors to get information asserted by other entities
to those litigation as to their relative positions in the case.
The Debtor asserted that the non-payment of funds due to it was
unrelated to its performance under the construction contracts.

An example, UC Merced contends that the non-payment was the result
of the Debtor's delay in finishing the project.  The Committee
wants to know how this will impact the litigation in order for the
unsecured creditors to evaluate the probability of recovering
anything if they choose to vote to accept the Plan.

                      Professional Fees

The Committee is also concerned that the Disclosure Statement does
not provide a treatment for its counsel's fees.  What the
Disclosure instead provided for is a $70,000 payment to the Walter
Law Group, which is not a professional in the Debtor's case.

                         Foreclosure

Furthermore, the Committee wants the Disclosure Statement to
detail the foreclosure proceeding sought by AV Parking, LLC.

                        *     *     *

                     Summary of the Plan
                 Liquidation and Plan Funding

The Plan contemplates the liquidation of all of the Debtor's
remaining assets.  Payments for creditors and other parties-in-
interest will come from the proceeds of the assets sales,
available cash, collection of accounts and notes receivable,
prosecution of lawsuits, and recovery of insurance and other
claims.

The Debtor will not continue its construction business, other than
coordinating warranty work and assisting sureties in the
resolution of claims after the Plan's confirmation.

Some assets will be abandoned if determined by the Debtor to have
no reasonably expected material value in excess of the expenses
required to liquidate its assets.

                      Creditor Recoveries

All allowed administrative claims, totaling approximately $190,000
will be paid in full on the initial distribution date, with
proceeds coming from money on deposit, collection of outstanding
accounts receivable and sale of personal property.

All allowed general unsecured claims, totaling approximately
$16,035,979, will receive their pro rata distribution of the
remaining available cash on the date of the Initial Distribution.

Subsequent distributions of Available Cash to other claims and
interests will take place every six months after the Initial
Distribution Date, provided, however that the Debtor will not be
obligated to make that distribution until the Available Cash
exceeds $200,000.

The distributions will be made until all of the Debtor's personal
property assets are liquidated or the Debtor determines, upon
notice to creditors, that no further benefit will be derived from
liquidation of the remaining assets.

A full-text copy of the Disclosure Statement is available for a
fee at http://ResearchArchives.com/t/s?137

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president and
vice president, respectively.  The Company filed for chapter 11
protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No. 05-
11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated between
$10 million to $50 million in assets and debts.


MAULDIN-DORFMEIER: Disclosure Hearing Continued to September 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will continue the hearing to approve the adequacy of information
contained in Mauldin-Dorfmeier Construction, Inc.'s Disclosure
Statement on Sept. 7, 2005, at 1:30 p.m.  The disclosure hearing
started on August 10.

The Debtor filed its Disclosure Statement and Liquidation Plan on
June 28, 2005.

                       Summary of the Plan
                  Liquidation and Plan Funding

The Plan contemplates the liquidation of all of the Debtor's
remaining assets.  Payments for creditors and other parties-in-
interest will come from the proceeds of the assets sales,
available cash, collection of accounts and notes receivable,
prosecution of lawsuits, and recovery of insurance and other
claims.

The Debtor will not continue its construction business, other than
coordinating warranty work and assisting sureties in the
resolution of claims after the Plan's confirmation.

Some assets will be abandoned if determined by the Debtor to have
no reasonably expected material value in excess of the expenses
required to liquidate its assets.

                       Creditor Recoveries

All allowed administrative claims, totaling approximately $190,000
will be paid in full on the initial distribution date, with
proceeds coming from money on deposit, collection of outstanding
accounts receivable and sale of personal property.

All allowed general unsecured claims, totaling approximately
$16,035,979, will receive their pro rata distribution of the
remaining available cash on the date of the Initial Distribution.

Subsequent distributions of Available Cash to other claims and
interests will take place every six months after the Initial
Distribution Date, provided, however that the Debtor will not be
obligated to make that distribution until the Available Cash
exceeds $200,000.

The distributions will be made until all of the Debtor's personal
property assets are liquidated or the Debtor determines, upon
notice to creditors, that no further benefit will be derived from
liquidation of the remaining assets.

A full-text copy of the Disclosure Statement is available for a
fee at http://ResearchArchives.com/t/s?137

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president and
vice president, respectively.  The Company filed for chapter 11
protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No.
05-11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated between $10
million to $50 million in assets and debts.


MB JOMA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MB Joma, Inc.
        1504 Martin Travieso
        San Juan, Puerto Rico 00911

Bankruptcy Case No.: 05-08110

Chapter 11 Petition Date: August 30, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. Conde & Assoc.
                  254 Calle de San Jose, Suite 5
                  San Juan, Puerto Rico 00901-1523
                  Tel: (789) 729-2900

Total Assets: $8,552,780

Total Debts:  $6,292,585

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Carmen Sanchez                                  $120,912
Urb. Las Gardenias
Calle Azucenas 11
Manati, PR 00674

Hector Perez Morales                            $115,385
1504 Martin Travieso
San Juan, PR

Miriam Bobadilla Rodriguez                      $115,385
1504 Martin Travieso
San Juan, PR

J.P. McCloskey                                  $100,000

Wilfredo Toyens                                  $80,000

Julie Hurtado                                    $76,101

Carmen Luz Alvarez                               $63,880

Fuentes Concrete Pile Co.                        $54,190

Nilsa Medina Pia                                $35,000

Juan L. Pagan Diaz                               $30,000

Oscar Zavala                                     $28,790

Carlos V. Otero Castro                           $27,000

Alexis Federik Garcia Molinete                   $26,000

Graciela Morales Orchid Shop                     $25,000

Mirza Rivera Lugo Computer                       $23,000

Gabriel Torres                                   $23,000

Zamay Solivan Cartagena                          $22,000

Carmen T. Rubio                                  $20,405

Raul Ibarra, Esq.                                $20,000

Jose E. Gonzalez Diaz                            $19,000


METROPOLITAN ASSET: Moody's Reviews Class M-2 Cert.'s B3 Rating
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade three subordinate tranches from two subprime mortgage
transactions issued by Metropolitan Asset Funding, Inc. in 1999
and 2000.  The pools are backed by first lien fixed-rate subprime
mortgage loans and include a significant amount of seller-
financed loans and loans with small average balances.

The certificates are being placed on review for possible downgrade
based on the weaker than anticipated performance of the mortgage
pools and the resulting erosion of credit support.  Specifically,
the overcollateralization in the 1999-B deal is almost completely
depleted and the Class B-3 certificates are likely to experience
losses in the near future.  In addition, the overcollateralization
in the 2000-A deal has been fully exhausted, the Class B-1
certificates have been fully written down, and the Class M-2
certificates have realized losses.  Furthermore, existing credit
enhancement levels are low given the current projected losses on
the underlying pool.

The complete rating actions are:

Issuer: Metropolitan Asset Funding, Inc.

  Review for Possible Downgrade:

     * Series 1999-B; Class B-2 current rating Ba2, under review
       for downgrade

     * Series 1999-B; Class B-3, current rating B2, under review
       for downgrade

     * Series 2000-A; Class M-2, current rating B3, under review
       for downgrade


MOHAMMAD HAQ: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mohammad I. Haq
        3919 Barnett Road, Apartment 612
        Wichita Falls, Texas 76310

Bankruptcy Case No.: 05-44622

Type of Business: The Debtor owns I.I.M.A. Corporation.
                  I.I.M.A. operates a convenience store,
                  a gas station, and a restaurant located in
                  Wichita Falls, Texas.

Chapter 11 Petition Date: August 30, 2005

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: William L. Manchee, Esq.
                  Manchee & Manchee, L.L.P.
                  12221 Merit Drive, Suite 950
                  Dallas, Texas 75251
                  Tel: (972) 960-2240
                  Fax: (972) 233-0713

Total Assets: $324,757

Total Debts:  $1,774,862

Debtor's 21 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Business Line Express                         $1,157,000
700 North Pearl Street, Suite 1850
Dallas, TX 75201

Bank One                                         $76,185
c/o Richard D. Pullman
Vial Hamilton Koch Knox LLP
1700 Pacific Avenue, Suite 2800
Dallas, TX 75201

Wells Fargo                                      $53,000
P.O. Box 54349
Los Angeles, CA 90054-0349

Compass Bank                                     $50,000

Washington Mutual                                $50,000

American Express Bus Fin Corp.                   $47,000

JP Morgan Chase                                  $35,000

FNF Capital Inc.                                 $20,000

Citi                                             $18,000

Discover Card                                    $13,888

Bank One                                         $12,500

MBNA                                             $11,802

MBNA                                             $11,764

American Express /Optima                         $11,738

Wells Fargo                                      $11,020

Choice Visa                                      $10,179

North Central Distributors                       $10,000

Bank One                                          $6,711

Advanta Bank Corporation                          $5,955

Citi Business Card                                $4,279

Bank One                                          $3,838


NAPIER ENVIRONMENTAL: Common Shares Resume Trading on TSX
---------------------------------------------------------
Napier Environmental Technologies Inc. (TSX:NIR) reported that the
British Columbia and Ontario securities commissions have revoked
their cease trade orders against the Company effective August 26,
2005, and August 29, 2005, respectively, and trading in securities
of Napier has now resumed.  Trading in Napier's common shares on
the Toronto Stock Exchange commenced at the open of markets on
August 30.

Napier is primarily engaged in the development, manufacture and
distribution of environmentally advantaged paint removal products
and wood restoration products for both the industrial/commercial
market and the consumer/retail market.

Napier Environmental Technologies Inc. develops and manufactures
highly effective, safe and environmentally advantaged surface
preparation products for stripping paints and coatings, as well as
a complete line of wood restoration products.  Napier's products
are protected by a portfolio of patents and trademarks, including
'Bio-wash and RemovALL'.

Napier is currently operating under the protection of the
Bankruptcy and Insolvency Act.


NAPIER ENVIRONMENTAL: Warrants Permit Lenders to Buy 30% Stake
--------------------------------------------------------------
Napier Environmental Technologies Inc. (TSX:NIR) issued warrants
to its two lenders entitling them each to purchase, from treasury,
up to 41,076,850 common shares of Napier, representing
approximately 30% of the common shares of Napier, calculated on a
fully diluted basis, upon payment of $0.01 per share at any time
up to August 31, 2010.  As a condition to the issuance of the
warrants, effective immediately, the interest rate on Napier's
loans will be reduced to prime plus 2%, down from prime plus 10%.

6408753 Canada Corporation, a company wholly owned by Anthony
Traub, acquired warrants to purchase up to 41,076,850 common
shares of Napier upon payment of $0.01 per share at any time up to
August 31, 2010.  The warrants represent an option to acquire
approximately 30% of the Napier common shares on a fully diluted
basis.  Mr. Traub is the Secretary and a director of Napier and
currently holds 845,000 Napier common shares, representing less
than 2% of the current issued and outstanding common shares of
Napier.  The warrants were issued in consideration for the loans
provided to Napier by 6408753 and are held for investment
purposes.  It is the intention of 6408753 to evaluate the business
of Napier on a continuing basis.  There can be no assurance that
these warrants will be exercised in the future.

6408788 Canada Corp., a company wholly owned by Steve Balmer, has
acquired warrants to purchase up to 41,076,850 common shares of
Napier upon payment of $0.01 per share at any time up to August
31, 2010.  The warrants represent an option to acquire
approximately 30% of the Napier common shares on a fully diluted
basis.  Mr. Balmer is the President and a director of Napier and
does not currently hold any securities of Napier.  The warrants
were issued in consideration for the loans provided to Napier by
6408788 and are held for investment purposes.  It is the intention
of 6408788 to evaluate the business of Napier on a continuing
basis.  There can be no assurance that these warrants will be
exercised in the future.

Napier Environmental Technologies Inc. develops and manufactures
highly effective, safe and environmentally advantaged surface
preparation products for stripping paints and coatings, as well as
a complete line of wood restoration products.  Napier's products
are protected by a portfolio of patents and trademarks, including
'Bio-wash and RemovALL'.

Napier is currently operating under the protection of the
Bankruptcy and Insolvency Act.


NATIONAL ENERGY: Ira Block Holds $780,562 Allowed Unsecured Claim
-----------------------------------------------------------------
Ira Block was employed and paid by NEGT Energy Trading Holdings
Corporation as an energy trader prior to the Debtors' bankruptcy
filing.  Mr. Block's employment with ET Holdings was terminated on
December 13, 2002.  Mr. Block is currently a member of the
Official Committee of Unsecured Creditors for the ET Debtors.

For 2001, in addition to a base salary, the energy traders were
eligible to participate in a discretionary short-term incentive
plan which had two components -- a base and a supplemental award.
Any trader who was awarded a discretionary supplemental incentive
award for the year 2001 was notified in March 2002 of the amount
of his or her award.  Any discretionary supplemental incentive
award up to $500,000 was paid in March 2002 and any amount over
$500,000 was to be paid in equal installments with accrued
interest in October 2002 and October 2003.

ET Holdings paid the portions of the supplemental incentive
awards that were due in March 2002 and October 2002.  The second
deferred payments that were scheduled to be paid in October 2003
were not made, due to ET Holdings' intervening bankruptcy.

Mr. Block filed Claim No. 105 against ET Holdings for $780,562
based on the 2001 Deferred Compensation.  ET Holdings concedes
that it owes Mr. Block this amount.

Over nine months after the Bar Date for filing proofs of claim,
Mr. Block filed Claim No. 704 to amend Claim No. 105, but the
only change was to assert that the Debtor was ET Gas, rather than
ET Holdings.

Subsequently, Mr. Block filed Claim No. 710 against ET Holdings
to amend Claim No. 105, by adding a contingent breach of contract
claim and changing the total amount claimed to $2,460,562.  Claim
No. 710 alleged that in the event that ET Holdings settles any of
the claims for supplemental incentive awards made in the Employee
Actions, then under Mr. Block's Separation and Release Agreement,
ET Holdings would be obligated to pay him a supplemental
incentive award for 2002.

In this regard, the ET Debtors ask the Court to:

   (a) expunge and disallow Claim Nos. 704 and 710; and

   (b) fix and allow Claim No. 105 for $780,562.

Steven Wilamowsky, Esq., at Willkie Farr & Gallagher, LLP, in New
York, argues that Claim Nos. 704 and 710 are entirely new claims
rather than amendments to the initial claim.  Claim No. 710 is a
contingent claim unrelated to the 2001 Deferred Compensation but
asserts a claim for an award allegedly earned in 2002.  According
to Mr. Wilamowsky, ET Holdings did not award any discretionary
supplemental incentive awards for the years 2002 or 2003.

In addition, Mr. Wilamowsky contends that Claim No. 710 for
$2,460,562 is not reasonably within the amount of the initial
claim.  Moreover, Claim No. 710 was filed over 10 months after
the Bar Date and Claim No. 704 was filed over eight months after
the Bar Date.  Mr. Wilamowsky says the delay is unreasonable
since Mr. Block was served with Bar Date notice and has been an
active member of the ET Committee.

Mr. Wilamowsky relates that over the several months that preceded
the filing of the plan of liquidation for the ET and Quantum
Debtors, Mr. Block was privy to discussions among the ET Debtors,
the ET Committee and the ET Committee's professionals regarding
claims against the ET Debtors, the ET Debtors' plan and creditor
recoveries under the plan.  Mr. Block attended and participated
in meetings with the ET Debtors and the ET Committee in June 2004
and October 2004.  At the October 2004 meeting, Mr. Block was
asked to leave the room prior to the discussion of the employee
claims.  Mr. Block maintained that it was unnecessary for him to
leave the room given that the amount of his claim was not
disputed and chose to remain.  Mr. Block also had the opportunity
to review confidential drafts of the ET Debtors' plan and
accompanying disclosure statement.

"As a result of his attendance at the Meetings and his access to
the draft plan and disclosure statement, Block had the
opportunity to preview the projected recoveries for creditors of
each of the ET Debtors.  Accordingly, Block became aware that,
pursuant to the ET/Quantum Plan, ET Gas Creditors would be paid
in full while ET Holdings creditors are to receive only a
percentage of the amount of their allowed claims.  Upon
information and belief, Block utilized the confidential
information for his own benefit and asserted a claim against ET
Gas, in addition to the claim he had already asserted against ET
Holdings," Mr. Wilamowsky tells Judge Mannes.

Moreover, the ET Debtors disclose that Mr. Block, as a member of
the ET Committee since July 2003, has been kept apprised of the
progress of the Employee Actions throughout the ET Debtors'
Chapter 11 cases.  However, Mr. Block chose to sit idly by while
actions have progressed and proceeded to the discovery phase.  If
the ET Debtors were forced to litigate Mr. Block's Claims at this
late stage, Mr. Wilamowsky says it could complicate the Employee
Actions and result in a wasteful duplication of services and
expenses.

In addition, Mr. Wilamowsky warns that if the Claims are allowed,
it would encourage other employees to file similar unjustified
claims.

           Debtors Want Block Removed from ET Committee

Matthew A. Feldman, Esq., at Willkie Farr & Gallagher LLP, in New
York, tells Judge Mannes that the filing of the ET Debtors'
Objection to Mr. Block's claim unleashed a torrent of unsolicited
unwarranted abuse from Mr. Block.  "Mr. Block's behavior
following his receipt of the Objection was offensive,
inappropriate and at times threatening," Mr. Feldman says.

Mr. Feldman reports that on April 25 and 26, 2005, Mr. Block sent
Mr. Wilamowsky a series of hateful and aggressive e-mails.  Mr.
Block also placed a call to Mr. Wilamowsky, during which he
threatened Mr. Wilamowsky with physical harm.

The ET Debtors believe that Mr. Block's conduct was egregious and
should result in the complete disallowance of his claims.  It is
well established that a bankruptcy court may use its equitable
powers to disallow or subordinate claims on account of improper
conduct, Mr. Feldman reminds the Court.

As the Debtors and their counsel wish to avoid further attacks
and harassment from Mr. Block, the Debtors want Mr. Block removed
from the ET Committee.  The Debtors also want to obtain a
restraining order from the Court against Mr. Block.

                            Responses

(1) ET Committee

Guy S. Neal, Esq., at Sidley Austin Brown & Wood, LLP, in
Washington, D.C., points out that, "Were there merit to the
charges of misuse of confidential ET Committee information, the
ET Committee might well have joined in the [ET] Debtors'
objection."

Mr. Neal asserts that neither the ET Committee nor its counsel is
aware of any instance where Mr. Block has breached his fiduciary
duties to the creditors of the ET Debtors' estates, by using
confidential information for his own benefit or otherwise acting
inconsistent with his obligations as a committee member.

According to Mr. Neal, Mr. Block knew that ET Gas creditors would
receive a substantially higher distribution than ET Holdings
creditors, and thus cannot be said to have benefited from
confidential ET Committee deliberations in deciding to bring a
claim against that entity.

With respect to Mr. Block's amending his claim against ET
Holdings to include a claim for discretionary bonuses, the ET
Committee and its counsel recall that the Debtors' discussion of
the Employee Actions amounted to nothing more than a reiteration
of the Debtors' public position that the employee bonuses were
discretionary and that the claims should be disallowed.  No
confidences were conveyed that could have impacted Mr. Block's
decision to amend his claim against ET Holdings, Mr. Neal says.

The ET Committee does not believe that Mr. Block abused his
position as an ET Committee member.  Rather, Mr. Neal points out
that it might even be said that the Debtors' effort to disallow
Mr. Block's claims because of his earlier participation in
meetings between the Debtors and the ET Committee, when he did
not receive the benefit of confidential information pertinent to
his claims, unfairly penalizes him for participation in the
committee process, and would tend to chill the interest of
creditors in serving on committees in the future.

Sanctions may be appropriate in some circumstances but no
prejudice can be demonstrated in the Debtors' case, Mr. Neal
explains.  Mr. Block' conduct toward the Debtors' counsel, though
highly charged and inappropriate, does not warrant the
disallowance or subordination of his claim.  As to the Debtors'
request for a restraining order, it is unnecessary.  Mr. Neal
relates that at the urging of the ET Committee's counsel on
April 26, 2005, Mr. Block immediately agreed in writing to cease
all further communications with the Debtors and their
professionals.

Mr. Neal argues that the solution to the claims dispute is not
the imposition of sanctions, but to step back and seek to defuse
the situation.  Mr. Block's $780,562 claim, which the Debtors
have repeatedly conceded is legitimate, should remain an allowed
claim.  The Late-Filed Claims should be addressed by the Plan
Administrator based on the standards for those belated claims,
and without regard to the distracting and incorrect assertions of
breach of fiduciary duty.  Apologies are also in order -- but are
a matter of appropriate personal conduct, and not the subject of
judicial process.

In the ET Committee's view, the important cause of civility would
be enhanced by dealing with claims on their merits, and not
giving either party a foothold to gain commercial advantage
through charges and counter-charges of improper behavior.

Mr. Block may be willing to resign from the ET Committee
effective immediately for all purposes.  However, Mr. Neal
relates that he has not had any substantive communications with
Mr. Block on this or any other related issue.

(2) Ira Block

Mr. Block does not in any way believe that his amendment was a
tardily filed claim but merely an amendment to a timely filed
claim.

Mr. Block notes that he has received full support of all ET
Committee members as to his professional ethics.  Mr. Block
asserts that he was the only person in the ET Debtors' bankruptcy
cases that volunteered his time without pay, often dedicating
time while in other countries to make himself available to work
with the Committee at his own expense.  Mr. Block states that he
"does not seek to be rewarded for his participation nor does he
seek any privilege because of it, but [he] does not feel it
appropriate that he be targeted because of it either."  Mr. Block
believes that the ET Debtors have been contentious and hostile to
the Committee and its members since the onset of their bankruptcy
proceedings.

Mr. Block believes that he should not be forced to go through
further unnecessary expense and that he has also been damaged
significantly enough by the ET Debtors' inappropriate actions.

                        *     *     *

The Court disallows Claim No. 704 filed by Ira Block against ET
Gas.  Furthermore, Mr. Block's Claim No. 105 is allowed as a
general unsecured claim against ET Holdings for $780,562.

Mr. Block's remaining claim, Claim No. 710, is unaffected by
Claim No. 704's disallowance.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NDCHEALTH CORP: Moody's Reviews $200 Million Notes' B3 Rating
-------------------------------------------------------------
Moody's Investors Service has placed the ratings of Per Se
Technologies, Inc. and NDCHealth Corporation on review for
possible downgrade, following Per Se's announcement of August 29th
to acquire NDCHealth's physician, hospital, and retail pharmacy
businesses for $665 million.  The transaction is expected to be
funded with a combination of cash and equity and is likely to
increase Per-Se's debt leverage substantially.  The acquisition is
expected to close by early calendar 2006 and is subject to
shareholder and regulatory approvals.

Per-Se's total acquisition consideration of $665 million includes
refinancing NDCHealth's outstanding $270 million debt at closing.
As part of the transaction, Wolters Kluwer will purchase the
pharmaceutical information management business from NDCHealth for
$382 million in cash.  NDCHealth's review will focus on the
refinancing plan for NDCHealth's $270 million outstanding debt.
To the degree all of this debt is refinanced as anticipated by
Per-Se, the outstanding ratings for NDCHealth will likely be
withdrawn.

Per Se's review will focus on:

   1) the prospects for revenue and cost synergies associated with
      the acquisition;

   2) levels of debt and equity financing chosen to consummate the
      transaction;

   3) anticipated integration costs associated with the
      acquisition;

   4) prospects to reduce NDCHealth's costs for accounting
      controls, which have elevated over the past twelve months as
      NDCHealth has restated revenues within its physician
      business;  and

   5) anticipated revenues and costs associated with NDCHealth's
      information management business, anticipated to be sold to
      Wolters Kluwer.

Per Se ratings on review for possible downgrade:

   * Corporate Family rating of B1

   * $75 million secured revolving credit facility maturing
     June 2007 rated B1

NDC ratings on review for possible downgrade:

   * Corporate Family rating of B1

   * $125 million secured term loan due 2008 rated B1

   * $100 million secured revolving credit facility due 2008
     rated B1

   * $200 million senior subordinated notes due 2012 rated B3

Per-Se Technologies, headquartered in Atlanta, Georgia, is a
provider of software and services to physicians and hospitals.

NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information company.


NOBLE DREW: Wants to Hire N. Cheng as Accountants
-------------------------------------------------
Noble Drew Ali Plaza Housing Corp. asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
N. Cheng & Co., P.C. as its accountants.

N. Cheng is expected to:

    (1) prepare the Debtor's financial statements for the periods
        ended Sept. 30, 2002, Sept. 30, 2003, and Sept. 30, 2004;
        and

    (2) prepare the Debtor's tax returns.

German Rodriguez, an accountant at N. Cheng, discloses that the
Firm's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Partner                            $250
      Manager                            $175
      Staff and Senior Accountant     $105 - $135

Mr. Rodriguez assures the court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
total assets of $43,500,000 and total debts of $18,639,981.


ORGANIZED LIVING: 363 Group & IP Recovery to Liquidate IP Assets
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Organized Living, Inc., permission to retain The 363 Group, Inc.,
and IP Recovery, Inc., to sell the entire portfolio of OLI's
intellectual property and intangible assets.

The assets for sale include:

   -- OLI's registered trademarks, domain names (including
      http://www.organizedliving.com/and
      http://www.organized1.com/);

   -- software,

   -- graphic images,

   -- enterprise software licenses from Microsoft, and

   -- detailed sales history and transaction data.

All enterprise-level software licenses are current and maintained.
A detailed list of all intellectual property assets for sale can
be found at http://www.iprecovery.com/

The 363 Group, Inc. -- http://www.363group.com/-- is dedicated to
providing consulting services to distressed companies facing
financial restructuring and bankruptcy.  The founders of the
company have extensive experience consummating M&A transactions
and in valuing, structuring and consummating bankruptcy
transactions and complex financial transactions on behalf of
debtors, financial institutions, law firms, bondholders and
bondholders' committees, creditors and creditors' committees,
equity and equity committees, institutional investors, and others.

Headquartered in Aspen, Colorado, IP Recovery, Inc. --
http://www.iprecovery.com/-- is a leading full-service intangible
asset disposition and advisory services company.  IP Recovery
helps healthy and distressed firms recover cash from surplus
intangible assets and specializes in trademarks, business
intelligence, software licenses and proprietary technologies.  IP
Recovery works with buyers to acquire and negotiate the best
possible deal on new and surplus technologies. The company also
has offices in New York, Chicago, and San Francisco. phone (970)
920-7623, fax (970) 920-7632

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey 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.


PACIFIC GAS: Wants Court to Nix Lexington's Discovery Request
-------------------------------------------------------------
As previously reported, Lexington Insurance Company filed an
action in the Sonoma County Superior Court against Pacific Gas
and Electric Company, on March 23, 2005, seeking declaratory
relief and reimbursement of the payments made to third parties
who sued Pacific Gas for damages from a 1996 fire.

Karen G. Levy, Esq., at Morison-Knox Holden & Prough, LLP, in
Walnut Creek, California, argues that Pacific Gas' liability with
respect to the payments falls within the definition of "Ordinary
Course Liability" in the Debtor's Plan of Reorganization and
"shall be determined, resolved or adjudicated in a manner as if
the Chapter 11 case had not been commenced."

Ms. Levy maintains that Lexington filed a timely proof of claim.
Moreover, Lexington's claim arose postpetition, post claim bar
date and no earlier than June 2002.  Ms. Levy points out that it
was only in June 2002 when Pacific Gas demanded payments to which
it was not entitled under the Lexington Insurance Contract, and
Lexington started paying third-party fire liability claims
against Pacific Gas.

Pacific Gas was also provided with timely proofs of claim filed
by claimants whose claims Lexington paid on Pacific Gas' behalf,
Ms. Levy tells the Court.  Thus, Pacific Gas was fully informed
in a timely manner of the facts pertinent to the claim at issue.

Ms. Levy contends that Lexington's claim has not been disallowed,
impaired or discharged and is not otherwise barred by Pacific
Gas' Plan of Reorganization or Confirmation Order.

Accordingly, Lexington asks the Court to deny the Debtors'
request.

In the alternative, Lexington:

   (a) seeks the Court's authority to amend its proof of claim;
       and

   (b) asks the Court for an evidentiary hearing to show
       excusable neglect, which will entitle it to file a new
       claim.

                    Pacific Gas Talks Back

"Contrary to Lexington's assertion, its claim does not constitute
an 'Ordinary Course Liability' under [Pacific Gas'] Plan because,
pursuant to controlling Ninth Circuit law, it arose prepetition,
at the time of the 1996 Cavedale Fire on which the claim is
expressly based," Gary M. Kaplan, Esq., at Howard Rice Nemerovski
Canady Falk & Rabkin, in San Francisco, California, argues.

Mr. Kaplan notes that it is well settled in the Ninth Circuit
that for bankruptcy purposes, indemnity and similar types of
claims, including reimbursement claims, arise at the time of the
incident, giving rise to the liability, rather than when the
underlying right to payment arises or when the cause accrues
under state law.

On August 6, 2001, Lexington filed Claim No. 3648 against Pacific
Gas.  On August 16, 2001, Lexington filed Claim No. 13511,
amending the initial claim and limiting its claim against Pacific
Gas solely to liability based on a Core Market Pool Performance
Bond issued by affiliate America Home Assurance Company for the
benefit of the California Power Exchange Corporation.  Mr. Kaplan
points out that the Court has expressly ruled that Lexington's
Amended Claim replaced and superseded its Initial Claim, and that
the only remaining claim held by Lexington was that set forth in
the Amended Claim with respect to the CalPX Bond.

Thus, Mr. Kaplan asserts that principles of both judicial and
equitable estoppel should preclude Lexington from now taking the
position that its new claim on the Lawsuit was included in the
Initial Claim.

Proofs of claim filed by third-party claimants based on the 1996
Fire is not just irrelevant to the issue of whether Lexington
should be deemed to have timely filed a claim, Mr. Kaplan
contends, it demonstrates that Lexington could have timely filed
a similar claim but unjustifiably failed to do so.

Pacific Gas asks Judge Montali to reject Lexington's request to
conduct discovery and an evidentiary hearing.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 100; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PANAMSAT HOLDING: Moody's Affirms $416 Million Notes' B3 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the existing debt ratings of
PanAmSat Holding Corporation and its operating subsidiary,
PanAmSat Corporation and changed the outlook to developing from
stable in connection with the joint Aug. 29, 2005, announcement
that Intelsat, Ltd., has agreed to acquire the common stock of PAS
Holdings for a cash purchase price of approximately $3.2 billion.
Moody's anticipates initiating a review for downgrade or
downgrading PAS Holding and PAS ratings once the timing and
structure of the transaction and resolution of regulatory reviews
become more certain.

These ratings are affected:

PanAmSat Corporation:

   * Ba3 rating for $2.25 billion guaranteed senior secured credit
     facility, consisting of:

     -- $250 million revolving credit facility maturing
        August 2009

     -- $355.9 million remaining Term Loan A balance due
        August 2009

     -- $1,647.5 million remaining Term Loan B balance due
        August 2011

   * Ba3 rating for $150 million 6.375% senior secured notes due
     January 2008

   * Ba3 rating for $125 million 6.875% senior secured debentures
     due January 2028

   * B1 rating for $656.5 million 9% senior notes due August 2014

   * Ba3 Corporate Family Rating

PanAmSat Holding Corporation:

   * B3 rating for $416 million principal at maturity 10.375%
     senior discount global notes ($268.4 million current accreted
     value) due November 2014

The developing outlook reflects that the proposed Intelsat-
PanAmSat organization is likely to have significantly higher
leverage than the current PanAmSat consolidated group and that
incremental debt could be raised at PAS Holdings or PAS to
partially fund the equity purchase price.  Debt-to-EBITDA
(incorporating adjustments calculated in accordance with Moody's
Financial Metrics and including satellite incentive obligations,
operating leases, and the accreted value of the PAS Holding note
as debt) for PanAmSat was 5.8x for the twelve months ended June
30, 2005 and significantly higher for Intelsat.  Funding the
equity purchase price with new debt would further increase the
consolidated leverage profile of a combined Intelsat-PanAmSat
entity.

The review for possible downgrade would focus on the issues above
as well as the effect of the proposed transaction on existing PAS
Holdings and PAS debt holders.  Specifically, the review would
evaluate whether existing debt is repaid or assumed as part of the
transaction and the degree of any incremental support provided by
Intelsat to existing PanAmSat debt holders.  Moody's notes that
the indentures governing the January 2008 senior secured notes and
January 2028 senior secured debentures do not contain change of
control provisions.  As a result, there is a greater likelihood
that these two series of notes would survive into a post-
transaction structure and experience a negative rating outcome
than the remaining PAS Holdings and PAS debt, which contain change
of control put provisions.

PanAmSat Corporation, headquartered in Wilton, Connecticut, is one
of the world's top three satellite operators and was purchased in
August 2004 by an equity sponsor group led by Kohlberg, Kravis
Roberts & Co. and including The Carlyle Group, Providence Equity
Partners and management.  With an owned and operated fleet of 24
satellites, PAS is a leading global provider of video,
broadcasting and network distribution and delivery services.


PENINSULA HOLDING: Wants Court to Dismiss Bankruptcy Case
---------------------------------------------------------
Peninsula Holding Company, LLC, asks the U.S. Bankruptcy Court for
the Western District of Washington in Seattle to dismiss its
chapter 11 proceeding.

Charles A. Johnson, Jr., Esq., tells the Court that a dismissal is
warranted because:

   -- the Debtor is unable to effectuate a plan of
      reorganization;

   -- conversion to chapter 7 liquidation is not in the best
      interest of the estate's creditors; and

   -- the Debtor has no funds to pay its fees owed to the U.S.
      Trustee under Chapter 123 of Title 28.

Headquartered in Seattle, Washington, Peninsula Holding Company
LLC, develops raw land projects in Shelton, Washington.  The
Company filed for chapter 11 protection on May 19, 2005 (Bankr.
W.D. Wash. Case No. 05-16571). Charles A. Johnson, Jr., Esq., at
the Law Offices of Charlie Johnson, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $42,900,000 and total
debts of $31,432,554.


PER SE: Planned NDCHealth Purchase Spurs Moody's Ratings' Review
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Per Se
Technologies, Inc. and NDCHealth Corporation on review for
possible downgrade, following Per Se's announcement of August 29th
to acquire NDCHealth's physician, hospital, and retail pharmacy
businesses for $665 million.  The transaction is expected to be
funded with a combination of cash and equity and is likely to
increase Per-Se's debt leverage substantially.  The acquisition is
expected to close by early calendar 2006 and is subject to
shareholder and regulatory approvals.

Per-Se's total acquisition consideration of $665 million includes
refinancing NDCHealth's outstanding $270 million debt at closing.
As part of the transaction, Wolters Kluwer will purchase the
pharmaceutical information management business from NDCHealth for
$382 million in cash.  NDCHealth's review will focus on the
refinancing plan for NDCHealth's $270 million outstanding debt.
To the degree all of this debt is refinanced as anticipated by
Per-Se, the outstanding ratings for NDCHealth will likely be
withdrawn.

Per Se's review will focus on:

   1) the prospects for revenue and cost synergies associated with
      the acquisition;

   2) levels of debt and equity financing chosen to consummate the
      transaction;

   3) anticipated integration costs associated with the
      acquisition;

   4) prospects to reduce NDCHealth's costs for accounting
      controls, which have elevated over the past twelve months as
      NDCHealth has restated revenues within its physician
      business;  and

   5) anticipated revenues and costs associated with NDCHealth's
      information management business, anticipated to be sold to
      Wolters Kluwer.

Per Se ratings on review for possible downgrade:

   * Corporate Family rating of B1

   * $75 million secured revolving credit facility maturing
     June 2007 rated B1

NDC ratings on review for possible downgrade:

   * Corporate Family rating of B1

   * $125 million secured term loan due 2008 rated B1

   * $100 million secured revolving credit facility due 2008
     rated B1

   * $200 million senior subordinated notes due 2012 rated B3

Per-Se Technologies, headquartered in Atlanta, Georgia, is a
provider of software and services to physicians and hospitals.

NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information company.


PHARMACEUTICAL FORMULATIONS: Panel Taps Winston Strawn as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Pharmaceutical
Formulations, Inc., permission to employ Winston & Strawn LLP as
its counsel.

Winston & Strawn will:

   1) advise the Committee of its duties and powers in the
      Debtor's chapter 11 case and consult with the Committee and
      the Debtor concerning the administration of the Debtor's
      chapter 11 case;

   2) assist the Committee in the investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor and its affiliates, operation of the Debtor's
      business and the desirability of continuing or selling the
      Debtor's business and assets;

   3) assist the Committee in evaluating claims against the
      estate, including analysis of and possible objections to the
      validity, priority, amount, subordination or avoidance of
      claims and transfers of property in consideration of those
      claims;

   4) assist the Committee in participating in the formulation of
      a chapter 11 plan, including the Committee's communication
      with unsecured creditors concerning that plan;

   5) assist the Committee with any effort to request the
      appointment of a chapter 11 trustee or examiner, and appear
      before the Bankruptcy Court, any other federal court, state
      court or appellate court;

   6) advise and represent the Committee in connection with
      administrative matters arising in the Debtor's chapter 11
      case, including the obtaining of DIP financing, the sale of
      assets and the rejection or assumption of executory
      contracts and unexpired leases; and

   7) provide all other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

John D. Fredericks, Esq., a Member at Winston & Strawn, is one of
the lead attorneys for the Committee.

Mr. Fredericks reports Winston & Strawn's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $360 - $765
      Associates           $225 - $470
      Legal Assistants     $105 - $230

Winston & Strawn assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations
-- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHARMACEUTICAL FORMULATIONS: Panel Taps FTI as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Pharmaceutical
Formulations, Inc., permission to employ FTI Consulting, Inc. as
its financial advisors.

FTI Consulting will:

   1) assist the Committee in the review of financial disclosures
      required by the Court, including the Debtors' Schedules and
      Statements and Monthly Operating Reports and assist in the
      review of the Debtor's short-term cash management
      procedures;

   2) assist the Committee with information and analyses required
      pursuant to the Debtor's proposed DIP Financing including
      preparation for hearings regarding the use of cash
      collateral and DIP Financing;

   3) assist in the review of the Debtor's proposed key employee
      retention and other critical employee benefit programs and
      assist in the identification of non-core assets and their
      possible disposition;

   4) assist in the review of financial information distributed by
      the Debtors to creditors and other parties-in-interest,
      including cash flow projections and budgets, cash receipts
      and disbursement analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions
      for Court approval is required;

   5) attend meetings and assist in discussions with the Debtors,
      potential investors, banks, other secured lenders, the
      Creditors Committee and other official committees, the U.S.
      Trustee, other parties-in-interest and other professionals
      hired by the Committee;

   6) assist in the review and preparation of information and
      analysis necessary for the confirmation of a proposed
      chapter 11 plan and assist in the evaluation and analysis of
      avoidance actions, including fraudulent conveyances and
      preferential transfers;

   7) render all other business consulting and financial advisory
      services to the Committee that are necessary in the Debtor's
      chapter 11 case

Samuel Star, a Member of FTI Consulting, reports the Firm's
professionals bill:

      Designation                          Hourly Rate
      -----------                          -----------
      Senior Managing Directors            $560 - $625
      Directors & Managing Directors       $395 - $560
      Associates & Consultants             $195 - $385
      Administration & Paraprofessionals    $95 - $168

FTI Consulting assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


POSITRON CORP: Needs Access to Financing to Avert Bankruptcy
------------------------------------------------------------
Positron Corporation delivered its quarterly report on Form 10-QSB
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on August 15, 2005.

The Company reported a $949,000 net loss on $205,000 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $1,534,000 in total assets and a
$1,551,000 stockholders' deficit.

The Company has sustained substantial losses.  It has an
accumulated deficit of $60,019,000 at June 30, 2005.  The Company
said this raises doubt as to its ability to continue as a going
concern.  Auditors at Ham, Langston & Brezina, L.L.P. expressed
similar doubts after looking at the company's 2004 financials.

                      Bankruptcy Warning

If the Company is unable to obtain debt or equity financing to
meet its cash needs, it said it will severely limit or cease its
business activities or may seek protection from its creditors
under the bankruptcy laws.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?12f

Positron Corporation is primarily engaged in designing,
manufacturing, marketing and supporting advanced medical imaging
devices utilizing positron emission tomography (PET) technology
under the trade name POSICAM(TM) systems.  POSICAM(TM) systems
incorporate patented and proprietary technology for the diagnosis
and treatment of patients in the areas of oncology, cardiology and
neurology.  POSICAM(TM) systems are in use at leading medical
facilities, including the Cleveland Clinic Foundation, Yale
University/Veterans Administration, Hermann Hospital, McAllen PET
Imaging Center, Hadassah Hebrew University Hospital in Jerusalem,
Israel, The Coronary Disease Reversal Center in Buffalo, New York,
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta, and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.


POSITRON CORP: Forms Neusoft-Positron Joint Venture in China
------------------------------------------------------------
Positron Corporation (OTCBB:POSC) disclosed the formation of a
joint venture with Neusoft Medical Systems in Shenyang, China.
The joint venture will be called Neusoft-Positron Medical Systems
Co., Ltd. and will specialize in the production of cutting edge
PET and PET/CT systems.

Gary Brooks, President and CEO of Positron said, "We are delighted
to announce the formation of this joint venture with Neusoft
Medical Systems.  We are very impressed with Neusoft's
capabilities in both medical hardware and software and look
forward to a profitable relationship for both parties.  While both
companies have approved the agreement, it is subject to
governmental approval in the People's Republic of China and other
closing conditions.  We expect to receive the necessary approvals
within the next 30 days."

Positron Corporation is primarily engaged in designing,
manufacturing, marketing and supporting advanced medical imaging
devices utilizing positron emission tomography (PET) technology
under the trade name POSICAM(TM) systems. POSICAM(TM) systems
incorporate patented and proprietary technology for the diagnosis
and treatment of patients in the areas of oncology, cardiology and
neurology. POSICAM(TM) systems are in use at leading medical
facilities, including the Cleveland Clinic Foundation, Yale
University/Veterans Administration, Hermann Hospital, McAllen PET
Imaging Center, Hadassah Hebrew University Hospital in Jerusalem,
Israel, The Coronary Disease Reversal Center in Buffalo, New York,
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta, and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.

As of June 30, 2005, Positron's balance sheet reflected a
$1,551,000 stockholders' deficit.


POWERCOLD CORP: June 30 Balance Sheet Upside-Down by $686,541
-------------------------------------------------------------
PowerCold Corp. reported its financial results for the quarter
ending June 30, 2005, in a Form 10-Q delivered to the Securities
and Exchange Commission on August 15, 2005.

PowerCold reports a $920,442 net loss on $3.2 million of revenue
for the second quarter 2005, compared to a $573,694 net loss on
$2.4 million of revenue for the same period in 2004.

A full-text copy of PowerCold's Quarterly Report is available for
free at http://ResearchArchives.com/t/s?12b

PowerCold Corporation (OTCBB: PWCL), designs, develops and markets
energy efficient heating, ventilating and air conditioning systems
(HVAC) and energy related products for commercial use.  Air
conditioning and refrigeration are two of the more energy
intensive operational costs many businesses face.  Increasing
power costs and new clean air regulations have prompted
corporations of all sizes to focus both on energy savings and
indoor air quality.  PowerCold's proprietary energy efficient
products provide a clean comfort air environment and reduce power
costs for air conditioning, refrigeration and on-site building
power through the use of evaporative cooling condenser technology
integrated with other synergistic, energy conserving designs and
equipment when compared to standard air cooled condensing
refrigeration and air conditioning technology.

At June 30, 2005, PowerCold's balance sheet showed a $686,541
stockholders' deficit, compared to $30,191 of positive equity at
Dec. 31, 2004.

                     Going Concern Doubt

Williams and Webster P.S. expressed substantial doubt about
PowerCold's ability to continue as a going concern after it
audited its financial statements for the fiscal year ended
Dec. 31, 2004, due to the Company's history of net losses.
PowerCold has incurred net losses each year since its inception in
1987, and the time required to reach profitability is highly
uncertain.


PREMIER ENTERTAINMENT: Moody's Reviews $160 Mil. Notes' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Premier
Entertainment Biloxi, LLC, on review for possible downgrade in
response to the negative impact that Hurricane Katrina will likely
have on the Hard Rock Hotel & Casino Biloxi, the company's only
casino asset which is scheduled to open in the third quarter of
2005.  As of June 30, 2005, the percentage of construction
contract work completed was about 91% and the project was
currently on budget.

These Premier ratings were placed on review for possible
downgrade:

   -- Corporate Family Rating -- B3; and
   -- $160 million 10.75% first mortgage notes due 2012 -- B3.

The review will focus on the near-term and longer term impact from
the hurricane, particularly the Hard Rock Biloxi's ability to open
and ramp-up to a level sufficient enough to meet debt service
obligations.  The review will also focus on the adequacy of the
company's various insurance coverage policies as well as the
impact this event may have longer term on the overall performance
and asset value of the Hard Rock Biloxi.

Issuers in addition to Premier that have direct exposure to the
New Orleans, Louisiana and the neighboring Mississippi Gulf Coast
region, albeit to varying degrees, include:

   * Harrah's Operating Company, Inc. (Baa3/Stable);
   * MGM MIRAGE (Ba2/Stable);
   * Isle of Capri Casinos, Inc. (Ba3/Stable);
   * Penn National Gaming, Inc. (Ba3/Stable);
   * Boyd Gaming Corporation (Ba2/Stable); and
   * Pinnacle Entertainment, Inc. (B2/Positive).

While ratings of these issuers are not affected at this time,
Moody's will continue to evaluate the near-term and longer term
impact this weather event will have on the casinos that each
issuer operates in the affected areas, as well as the impact the
hurricane will likely have on casinos owned by these operators
that are located in Louisiana and Mississippi inland areas.


PROXIM CORP: Wants Johnson Associates as Compensation Advisor
-------------------------------------------------------------
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ and retain Johnson Associates, Inc., as their compensation
advisor.

Johnson Associates is expected to:

    (a) perform analysis of the Debtors' proposed key employee
        retention and incentive program;

    (b) provide expert testimony, at one or more dispositions and
        hearing related to these chapter 11 cases, regarding the
        Debtors' proposed key employee retention and incentive
        program, any modified program, and any proposed competing
        programs;

    (c) provide written reports or analysis regarding Debtors'
        proposed key employee retention and incentive program, any
        modified programs, and any proposed competing programs;
        and

    (d) such other advisory services as determined necessary by
        the Debtors and Johnson Associates and related to the
        formulation and approval of a retention and approval of a
        retention and incentive program for the executives of the
        Debtors.

The Debtor tells the Court that Mr. Alan Johnson, at Johnson
Associates, will bill $525 per hour for his services.  The Firm's
staff and associates bill $125 to $345 per hour.

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

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


Q COMM: Posts $3.3 Million Net Loss in Second Quarter
-----------------------------------------------------
Q Comm International, Inc. (Amex: QMM; QMM.WS) reported financial
results for the second quarter of 2005.

The Company's net loss in the second quarter of 2005 increased to
$3.3 million, compared to a loss of $883,000 in the second quarter
of 2004.

Revenues for the second quarter 2005 were $13.3 million, an
increase of $10.3 million, compared to $3.0 million in revenues
(as restated) for the second quarter of 2004.  Higher transaction
volume due to increased terminal activations drove revenue
performance for the quarter.  Negative margins, after accounting
for cost of goods sold, commissions, fees paid to brokers and
retailers, depreciation and amortization, and $1.5 million in
second quarter impairment charges for terminals and PIN inventory
write-downs, increased to 11.6% in the second quarter of 2005,
compared to 1.1% for the comparable period in 2004.  Margins,
after accounting for cost of goods sold, commissions, and fees
paid to brokers and retailers, but before depreciation and
amortization, and before $1.5 million in second quarter impairment
charges for terminals and PIN inventory write-downs, decreased to
3.0% in the second quarter of 2005, compared to 12.4% for the
comparable period in 2004, reflecting a shift toward lower margin
wireless products.

"Our second quarter 2005 results reflect the impact of a
litigation settlement, asset impairments, and efforts expended to
restate our financial statements to comply with U.S. generally
accepted accounting principles.  At the same time we continue to
position the Company to take full advantage of the rapidly
expanding prepaid market and focus our efforts on achieving
profitability.  We have made important investments in the business
this year in anticipation of continued revenue growth and bottom
line improvement."  stated Mike Keough, President and Chief
Executive Officer of Q Comm International.

Revenues for the first six months of 2005 were $21.8 million, an
increase of $16.1 million, compared to $5.7 million (as restated)
in the first six months of 2004.  Total expenses increased to
$26.6 million from $7.6 million (as restated) in the first half of
2004. Net loss for the first half of 2005 was $4.9 million
compared to a net loss of $2.2 million for the comparable period
of 2004. Excluding the second quarter costs explained above
(including terminal impairment, inventory write-down, settlement
costs, bad debt expense and professional fees), net loss for the
six months ended June 30, 2005 was approximately $3.0 million.

As of June 30, 2005, the Company had cash of $1.5 million, working
capital of $2.8 million, and stockholder equity of $7.7 million.

"Demand for prepaid products at the point of sale has never been
stronger, and our increasing retailer network drove revenue growth
north of 300% this quarter.  Now we are ideally positioned to
capitalize on numerous opportunities in the prepaid market as we
move forward in 2005, including the addition of several new
products in the money transfer, gift and loyalty and bill pay
arenas," continued Mr. Keough.

Q Comm International is a prepaid transaction processor that
electronically distributes prepaid products from service providers
to the point of sale.  Q Comm offers proprietary prepaid
transaction processing platforms, support of various point-of-sale
(POS) terminals, product management, merchandising, customer
support and engineering.  Q Comm systems replace traditional hard
cards (also known as scratch cards or vouchers) that are costly to
distribute, and provide more comprehensive reporting and inventory
management among other benefits.  Q Comm's solutions are currently
used by wireless carriers or mobile operators, telecom
distributors, and various retailers to sell a wide range of
prepaid products and services including prepaid wireless or
prepaid mobile, prepaid phone cards, prepaid dial tone and prepaid
bank cards, such as prepaid MasterCard.

                         *     *     *

                        Material Weakness

As reported in the Troubled Company Reporter on June 27, 2005,
Q Comm International, Inc., a provider of prepaid transaction
processing and electronic point-of-sale (POS) distribution
solutions, will restate the financial information presented in the
Company's 2004 Annual Report on Form 10-KSB and first quarter 2005
Form 10-Q.  As such, the Company's financial information in the
2004 Form 10-KSB and the first quarter 2005 Form 10-Q should no
longer be relied upon.  Under Public Company Accounting Oversight
Board Auditing Standard No. 2, the restatement of the Company's
financial statements is a strong indicator that a material
weakness in internal control over financial reporting exists.  The
Company's management is reviewing its disclosure and internal
controls over financial reporting to remediate the situation.


QUEPASA CORP: Releases Second Quarter Financials
------------------------------------------------
Quepasa Corp. delivered its quarterly report on Form 10-QSB for
the quarter ending June 30, 2005, with the Securities and Exchange
Commission on Aug. 15, 2005.

The Company posted a $1.6 million net loss on $285,810 of
revenues.  The Company's balance sheet shows $2.3 million in total
assets and $596,939 in total liabilities.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?130

                     Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC expressed substantial doubt
about Quepasa'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 auditors point to the Company's losses
reported in its 2003 and 2004 financial statements.

The Company reported a $3.2 million net loss for the year ended
Dec. 31, 2004, compared to a $2.8 million net loss for the same
period in 2003.

Quepasa Corporation -- http://www.quepasa.com/-- is a
Spanish/English language Internet Portal with a proprietary search
engine targeting the U.S. Hispanic and Latin American markets.
The Company's web site provides users unique search engine
capabilities and pay-per-performance marketing applications and is
operated and managed by the Company's majority owned Mexico-based
subsidiary, Quepasa.com de Mexico.


RADIANT COMMS: Issuing 30.5 Million Shares via Private Placement
----------------------------------------------------------------
Radiant Communications Corp. (TSX VENTURE:RCX) is proceeding with
a private placement of approximately 30,519,229 units at a price
of $0.26 per unit for aggregate gross proceeds of approximately
$7,935,000.  Each unit will consist of one common share and
one-half of one common share purchase warrant, and each full
warrant will be exercisable to acquire one common share for a
period of 36 months at an exercise price of $0.32 per share for
the first 24 months and $0.40 for the final 12 months.

"This investment is a very significant step forward for our
business," said Jim Grey, President and CEO for Radiant
Communications.  "With 30% annual growth in recurring connectivity
revenue, the Company requires increased working capital. This
private placement will enable Radiant to eliminate substantially
all of its debt as well as increase its cash reserves.  A balance
sheet free of debt, the elimination of the related interest cost
and the injection of $1.8 million of new cash, positions the
Company to be far more competitive in a vibrant market.  I would
emphasize that this re-structuring is aimed at eliminating the
overhang of debentures and the cash drain of interest expense.  We
intend to continue to drive quality revenue growth leveraged off
of our existing operating base in what has proven to be a very
scalable and competitive offering. I would like to thank Worthy
Capital, Pender Growth Fund, GrowthWorks(i) managed funds Working
Opportunity Fund and Pacific Venture Fund, and the other investors
for sharing our vision and confidence in Radiant."

"I am pleased to have successfully coordinated what we believe is
a significant contribution to the growth strategy of an exciting
and well run company in a high growth market," said Chris Worthy,
President and CEO of Worthy Capital Ltd. and Chairman of Radiant.
"As investors, we all have great confidence in the Radiant team
and product.  The tremendous opportunity in the national business
IP market and Radiant's positioning required a realignment of the
capital structure and we believe this investment creates a path
forward for growth, profitability and enhanced shareholder value."

The private placement will involve both the issuance of units for
cash and the conversion of outstanding debentures of the Company.
In particular, certain holders of Radiant's $3,000,000 principal
amount of senior secured debentures have agreed to convert
$1,914,000 principal amount of the debentures (together with bonus
payment amount payable on maturity) at the issue price into
7,361,538 units.  In addition, the holders of Radiant's $2,750,000
principal amount of unsecured convertible debentures have agreed
to convert the full $2,750,000 principal amount of the debentures
at the issue price into 10,576,923 units.  The purchase price for
the balance of the units to be issued will be satisfied in cash
for aggregate cash proceeds to the Company of $3,271,000.  The
holders of the senior debentures have also agreed, as part of the
private placement, to surrender for cancellation 4,250,000 common
share purchase warrants of the Company issued to them in
connection with the purchase of their debentures.  Upon completion
of the private placement, $1,386,000 principal amount of the
Company's senior debentures (and related bonus payment amount)
will remain outstanding.  $1,386,000 of the cash proceeds from the
private placement will be used for repayment of the remaining
senior debentures, while the balance of $1,885,000 will be used
for working capital.  Radiant will also issue approximately
346,154 common shares in satisfaction of certain payments required
to be made to the holders of the senior debentures on early
redemption of the debentures.

The private placement and debenture conversion will constitute a
related party transaction.  Working Opportunity Fund (EVCC) Ltd.
and Pender Growth Fund (VCC) Inc. are currently insiders of the
Corporation, hold a significant majority of the senior debentures
and convertible debentures and will be participating in the
private placement, both through the conversion of their debentures
and the purchase of additional units for cash.  The Company does
not intend to obtain a valuation or majority of minority
shareholder approval for the transactions but will instead rely on
the exemption from such requirements available in cases of
financial hardship.  In this regard, since Radiant is currently
unable to pay the senior debentures at maturity on December 23,
2005, which would constitute a default under the terms of the
senior debentures, the Company's board of directors, and its
independent directors, acting in good faith, have determined that
Radiant faces serious financial difficulty and the proposed
transaction has been designed to improve the financial position of
the Company.

The completion of the transaction is subject to the approval of
the TSX Venture Exchange and all other necessary regulatory
approval.  The securities issuable pursuant to the private
placement and debenture conversion will be subject to applicable
regulatory hold periods. Radiant currently has 28,259,724 common
shares issued and outstanding.

                    About Worthy Capital Ltd.

Worthy Capital Ltd. is a private investment firm based in
Vancouver, Canada.

                        About Growthworks

GrowthWorks(i) -- http://www.growthworks.ca/-- is a recognized
leader in venture capital fund management with proven experience
in the raising and managing of capital.  GrowthWorksTM managed
funds have $800 million in combined assets and include the Working
Opportunity Fund, GrowthWorks Canadian Fund, GrowthWorks
Commercialization Fund and GrowthWorks Atlantic Venture Fund.
GrowthWorks has a team of skilled and knowledgeable investment
professionals with a combined 200 years of experience.  The
Investment team has a proven track record of identifying,
analyzing, and structuring investments in emerging sectors.
GrowthWorks is a registered trademark of GrowthWorks Capital Ltd.

GrowthWorks(i) means the affiliates of GrowthWorks Ltd. and
includes:

   * GrowthWorks Capital Ltd., manager of the Working Opportunity
     Fund (EVCC) Ltd.;

   * GrowthWorks WV Management Ltd., the manager of GrowthWorks
     Canadian Fund Ltd. and GrowthWorks Commercialization Fund
     Ltd.;

   * GrowthWorks Atlantic Ltd., manager of GrowthWorks Atlantic
     Venture Fund Ltd.; and

   * GrowthWorks General Partner Ltd, manager of the Pacific
     Venture Fund Limited Partnership.

                 About Pender Growth Fund (VCC)

Pender Growth Fund (VCC) Inc. is an established, diversified
venture capital fund that invests in technology companies within
the province of British Columbia with the objective of long-term
capital appreciation.  Pender Growth Fund is the first fund of its
kind in British Columbia to focus specifically on expansion and
restructuring opportunities within the technology sector that
offer investors the potential for liquidity through either
existing public listings or near term liquidity events.  Pender
Growth Fund has approximately $16 million of assets under
management.

                  About Radiant Communications

Radiant Communications Corp. -- http://www.radiant.net/--  
provides a total, integrated solution for businesses requiring
national IP data communications services including, broadband and
managed network services, Internet access, web hosting, web
development and marketing services.

The Company offers a complete range of coast-to-coast broadband
services including DSL, T1, Fibre, and Cable. Radiant also
provides specialized IP services for the Canadian retail industry,
namely, RetailCONNECTTM IP network services and TurboSwitch IP
payment gateway services.  Radiant has offices in Toronto,
Montreal, Calgary, Edmonton and Vancouver.

As of June 30, 2005, Radiant Communications' equity deficit
widened to $3,241,028 from a $2,186,001 deficit at Dec. 31, 2004.


REGIONAL DIAGNOSTICS: Merrill Lynch Objects to Olshan Retention
---------------------------------------------------------------
Merrill Lynch Capital objects to the Application of the Official
Committee of Unsecured Creditors of Regional Diagnostics, LLC, and
its debtor-affiliates, to employ and retain Olshan Grundman Frome
Rosenzwieg & Wolosky LLP as the committee's substitute co-counsel,
nunc pro tunc to July 18, 2005.

As reported in the Troubled Company Reporter on Aug. 8, 2005, the
Committee asked the Court for permission to employ Olshan Grundman
as substitute co-counsel to replace Traub, Bonacquist & Fox, LLP.

                        Which is which?

Merrill Lynch tells the court that the Committee should not have
two law firms.  Merrill Lynch charges that Hahn Loeser & Parks LLP
and Traub Bonacquist have duplicated services and failed to comply
with the division of labor prescribed in the Hahn Loeser and Traub
Bonacquist orders.

Merill Lynch cites these two instances of duplication:

    (1) Hanh Loeser recently filed an adversary complaint against
        Merril Lynch and its co-lenders (Adversary No. 05-1396)
        alleging Merrill Lynch of lying to and committing fraud in
        connection with the Financing Order.  Merrill Lynch says
        that action falls within Traub Bonacquist's bailiwick.

    (2) Michael S. Fox, Esq., a partner at Traub Bonacquist, has
        recently taken on the task of an extensive investigation
        into the Debtors' interest in the Pineapple Grove
        facility.  The task of that investigation should fall
        within Hahn Loeser's domain, says Merrill Lynch.

Merrill Lynch further tells the Court that Hahn Loeser has
committed a virtual phalanx of attorneys to this matter.  Merrill
Lynch says that upon information and belief, the committee has
incurred and expects to incur the approved $300,000 budget for
legal fees and possibly even more, before the case is over.

Merrill Lynch tells the Court that elimination of the duplicative
representation of Olshan Grundman will benefit either or both of
Merrill Lynch and the Debtor's.  Denial of the application will
end what has proven to be an ill-advised arrangement and save the
Debtors' estates further unnecessary and duplicative attorneys'
fees.  Fees that would be better distributed to those whom the
attorneys claim to represent -- the unsecured creditors.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


RESIDENTIAL ACCREDIT: Fitch Puts Low-B Rating on Subordinate Certs
------------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., mortgage pass-
through certificates, series 2005-QS12:

     -- $501,133,306 classes A-1 through A-14, A-P, A-V, R-I, and
        R-II certificates (senior certificates) 'AAA';

     -- $13,751,900 class M-1 'AA';

     -- $4,760,100 class M-2 'A';

     -- $3,173,400 class M-3 'BBB'.

In addition, these privately offered subordinate certificates are
rated by Fitch:

     -- $2,380,100 class B-1 'BB';
     -- $1,851,100 class B-2 'B';
     -- $1,851,216 class B-3 and is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.25%
subordination provided by the 2.60% class M-1, the 0.90% class M-
2, the 0.60% class M-3, the privately offered 0.45% class B-1, the
0.35% privately offered class B-2, and the 0.35% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud, and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date, Aug. 1, 2005, the mortgage pool consists
of 2,490 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four- family
residential properties with an aggregate principal balance of
$528,901,122.  The mortgage pool has a weighted average original
loan-to-value ratio of 76.01%.  The pool has a weighted average
FICO score of 723, and approximately 51.44% and 5.41% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 33%, and second homes account for 3.52%.  The average loan
balance of the loans in the pool is $212,410.  The three states
that represent the largest portion of the loans in the pool are
California (30.01%), Florida (10.33%), and Virginia (5.05%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 33.9% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., or HomeComings,
a wholly owned subsidiary of the master servicer.  Approximately
14.3% of the mortgage loans were purchased from National City
Mortgage Company, an unaffiliated seller.  Except as described in
the preceding sentence, no unaffiliated seller sold more than 8.3%
of the mortgage loans to Residential Funding.  Approximately 81.4%
of the mortgage loans are being subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans or any other similar designation if
the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points,
and/or fees.  For additional information on Fitch's rating
criteria regarding predatory lending legislation, see the press
release 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation,' dated May 1, 2003, available on the Fitch
Ratings web site at http://www.fitchratings.com/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits.


RESIDENTIAL FUNDING: Fitch Rates Two Certificate Classes at Low-B
-----------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates series 2005-S6:

     -- $400,473,158 classes A-1 through A-8, A-P, A-V and R
        certificates (senior certificates) 'AAA';

     -- $6,812,900 class M-1 'AA';

     -- $2,270,700 class M-2 'A';

     -- $1,238,600 class M-3 'BBB';

     -- $825,700 class B-1 'BB';

     -- $619,300 class B-2 'B'.

Fitch does not rate the $619,361 class B-3.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.65% class M-1, the 0.55% class M-
2, the 0.30% class M-3, the 0.20% privately offered class B-1, the
0.15% privately offered class B-2, and the 0.15% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud, and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s master servicing capabilities (rated 'RMS1' by
Fitch).

As of the cut-off date, Aug. 1, 2005, the mortgage pool consists
of 833 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$412,859,719.  The mortgage pool has a weighted average original
loan-to-value ratio of 69.20%.  The weighted-average FICO score of
the loans in the pool is 748, and approximately 74.34% and 3.45%
of the mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively.

Loans originated under a reduced loan documentation program
account for approximately 20.39% of the pool, equity refinance
loans account for 26.59%, and second homes account for 3.94%.  The
average loan balance of the loans in the pool is approximately
$495,630.  The three states that represent the largest portion of
the loans in the pool are California (24.43%), Virginia (19.84%),
and Maryland (8.85%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points, and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, see the press release 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,
dated May 1, 2003, available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 16.7% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer.  Approximately 27.7% and 22.9%
of the mortgage loans were purchased from First Savings Mortgage
Corporation and Provident Funding Association, respectively, each
an unaffiliated seller.  Except as described in the preceding
sentence, no unaffiliated seller sold more than approximately 6.5%
of the mortgage loans to Residential Funding.  Provident Funding
Association is subservicing approximately 21.3% of the mortgage
loans. Approximately 69.9% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc. (rated 'RPS1'
by Fitch).

U.S. Bank National Association will serve as trustee.  RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as one real
estate mortgage investment conduit.


RICHARD LOMMEL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Richard A. Lommel
        dba Miller-Nelson Properties, Inc.
        8380 Delaney Circle
        Inver Grove Heights, Minnesota 55076

Bankruptcy Case No.: 05-36056

Type of Business: The Debtor owns and manages residential
                  real estate.  The Debtor's business partner,
                  David Miller, also filed for bankruptcy on
                  August 31, 2005 (Bankr. D. Minn. Case No.
                  05-36054).

Chapter 11 Petition Date: August 31, 2005

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: William I. Kampf
                  Henson & Efron, P.A.
                  220 South 6th Street, Suite 1800
                  Minneapolis, Minnesota 55402
                  Tel: (612) 339-2500

Total Assets: $1,659,741

Total Debts:  $1,331,150

Debtor's Largest Unsecured Creditor:

   Entity                           Claim Amount
   ------                           ------------
   Beaver Lake Association                  $654
   c/o Reinsch, Slattery & Bear
   545 Main Street, PO Box 489
   Plattsmouth, NE 68048


RITE AID: Moody's Affirms $1.28 Billion Senior Notes' Junk Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

While liquidity over the next twelve months is adequate, revision
of the outlook to negative on Rite Aid's long-term debt ratings
reflects Moody's concern that operating results have stabilized at
a level insufficient to fully fund fixed charges such as debt
service, cash preferred stock dividends, and capital investment,
as well as the company's weak operating performance relative to
higher rated peers.

This rating is lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Ratings affirmed are:

   -- $860 million 2nd-lien senior secured notes (comprised of 3
      separate issues) at B2;

   -- $1.28 billion of senior notes (comprised of 8 separate
      issues) at Caa1;

   -- $250 million of 4.75% convertible notes (2006) at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.

Moody's does not rate the $1.4 billion 1st-Lien secured bank loan,
the $400 Accounts Receivable Securitization Facility, or the 12.5%
second-lien notes (2006).

The pace of improvement in operating and debt protection measures
has decelerated over the previous year.  As calculated by Moody's
(all ratios in this essay are calculated using Moody's standard
adjustments), leverage of about 6 times is still high and EBIT
coverage of interest of around 1 time is still low.  EBIT margin
of 4.5% for the May 2005 quarter roughly equaled the same period
of the prior year.  Weak comparable store sales in pharmacy has
limited momentum in closing the performance gap (as measured by
average unit volume and store margin) relative to important
competitors.

Moody's anticipates that the company will generate around $675
million of EBITDA for each of the Fiscal Years ending February
2006 and February 2007 plus realize proceeds from the sale and
leaseback of newly developed store locations.  Annual cash
outflows are forecasted at about:

   * $260 million for cash interest expense;

   * preferred cash dividends of $15 million;

   * $5 million for mandatory principal amortization on the
     Term Loan; and

   * about $375 million for gross capital investment.

In a normal year, the company also makes permanent investment in
net working capital of approximately $60 million.  In Moody's
opinion, the long-term health of the business requires capital
investment at least at the level of depreciation.  However,
Moody's believes that the company has sufficient liquidity to meet
its medium-term needs.

The long-term ratings recognize Moody's expectation that:

   * sustainably funding repair and maintenance capital
     expenditures at the level of depreciation will prove
     challenging;

   * the high fixed charge burden relative to operating profit;
     and

   * the weak store performance (namely, average unit volume and
     store-level margin) compared to Rite Aid's higher rated peers
     of Walgreen (senior unsecured Aa3) and CVS (senior unsecured
     A3).

The ongoing declines in retail market share and the continuing
burden for lease payments on closed stores also negatively impact
the ratings.  However, the long-term ratings recognize:

   * the operating progress made over the several previous years;

   * the importance of Rite Aid as the third largest drug store
     chain and retailer of about 6% of the prescription drugs
     dispensed in the U.S.; and

   * potential scale advantages in purchasing, marketing, and
     information technology.

Moody's expectation that the company will support its obligations
over the next four quarters with operating cash flow and
incremental borrowings bolster the adequate liquidity rating of
SGL-3.  Immediate liquidity includes $838 million of Revolving
Credit Facility availability and $250 million in Accounts
Receivable Securitization availability.  Moody's anticipates that
net borrowings will increase over the next four quarters,
particularly if capital investment approaches guidance levels of
$350 to $400 million.  The limited availability of alternate
liquidity also constrains the liquidity rating, given that
virtually all assets already secure the bank loan and that the
best assets (inventory and unencumbered accounts receivable)
provide the borrowing base.  Revolving credit facility
availability will remain well in excess of $300 million at least
through the end of August 2006, so the leverage and fixed charge
coverage ratios in the bank agreement will not become applicable.

The negative rating outlook reflects:

   * Moody's concern that the performance differential between
     Rite Aid and its peers will remain significant;

   * the uncertain ability to finance a normal level of capital
     investment with operating cash flow; and

   * the frequent challenges in rolling over maturing debts.

Ratings would be lowered if:

   * EBIT margin falls below 4.5%;

   * leverage increases to greater than 6 times;

   * EBIT fails to cover interest expense; or

   * liquidity resources are heavily used to fund free cash flow
     deficits and upcoming debt maturities.

Stabilization of ratings at current levels will require
sustainable improvement in operating cash flow such that:

   * EBIT margin approaches 5%;
   * leverage falls below 5.5 times; and
   * EBIT comfortably covers interest expense.

The B2 rating on the senior secured notes (includes the $360
million 8.125% notes (2010), the $300 million 9.5% notes (2011),
and the $200 million 7.5% notes (2015)) acknowledges the second-
lien on virtually all of the company's assets as well as
guarantees from the company's operating subsidiaries.  In the
event of a hypothetical default, the company's assets would first
repay the bank loan.  Regardless, Moody's believes that collateral
value exceeds the total secured debt commitment.

The Caa1 rating on the senior notes (comprised of $1.3 billion of
8 different rated senior note issues plus the $250 million of
4.75% convertible notes) considers their contractual and
structural subordination to the secured debt.  Because these
senior unsecured notes were issued at the holding company level
without guarantees from operating subsidiaries, they are
structurally subordinated to $783 million of vendor accounts
payable.  The company repaid the $170.5 million issue of 7 5/8%
senior notes in April 2005 using proceeds from the 7.5% secured
notes (2015).

Rite Aid Corporation, with headquarters in Camp Hill,
Pennsylvania, is the third largest domestic drug store chain with
3354 stores in 28 states and the District of Columbia.  Revenue
for the twelve months ending May 28, 2005 equaled $16.8 billion.


ROGERS COMMS: Rogers Telecom to Buy Back 10.625% Notes for Cash
---------------------------------------------------------------
Rogers Telecom Holdings Inc., a wholly owned subsidiary of Rogers
Communications Inc. and formerly Call-Net Enterprises Inc. is
commencing a cash tender offer for any and all of its
$222.9 million aggregate principal amount of 10.625% Senior
Secured Notes due 2008 and a consent solicitation to amend the
related indenture.

Rogers Telecom is making the Tender Offer in order to acquire the
outstanding Notes and eliminate the associated interest expense.
The consents are being solicited to eliminate substantially all of
the restrictive covenants, certain events of default and related
provisions contained in the indenture governing the Notes.  Rogers
Telecom intends to finance the Tender Offer and the Solicitation,
together with the fees and expenses incurred in connection
therewith, with proceeds contributed to it by RCI, which proceeds
will be comprised of distributions and/or repayment of
intercompany advances from one or more operating subsidiaries of
RCI.  The subsidiaries will use drawdowns under revolving term
bank credit facilities and cash on hand to fund the distributions
and/or repayment of intercompany advances to RCI.

The Tender Offer and the Solicitation are being made upon the
terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated Aug. 30, 2005, and related
materials, copies of which will be delivered to all record holders
of the Notes.  The Tender Offer will expire at 11:59 p.m., New
York City time, on Sept. 27, 2005, unless extended or earlier
terminated by Rogers Telecom. Holders of Notes must validly tender
their Notes and consents to the proposed amendments at or prior to
5:00 p.m., New York City time, on Sept. 13, 2005, unless extended
or earlier terminated by the Company, in order to receive the
total consideration.

Rogers Telecom has reserved the right to terminate, withdraw,
amend or extend the Tender Offer and the Solicitation in its
discretion.  Holders may not tender their Notes without delivering
consents or deliver consents without tendering their Notes.
Rogers Telecom's obligation to accept and pay for Notes validly
tendered in the Tender Offer is subject to the terms and
conditions set forth in the Statement and related materials.
Holders should consult the Statement and related materials in
their entirety for a full description of the terms and conditions
of the Tender Offer and the Solicitation.

The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered and accepted for payment will be
a price, calculated in accordance with standard market practice as
described in the Statement, intended to result in a yield to the
earliest redemption date for the Notes (January 1, 2006) equal to
the sum of:

     (i) the bid-side yield to maturity on the 1.875% U.S.
         Treasury Note due December 31, 2005, as calculated by the
         dealer manager and solicitation agent in accordance with
         standard market practice as of 2:00 p.m., New York City
         time, on Sept. 13, 2005, unless such date is extended, as
         reported on the Bloomberg Government Pricing Monitor on
         Page PX3; and

    (ii) a fixed spread of 50 basis points, which consideration
         includes a consent payment of $30 for each $1,000
         principal amount of Notes validly tendered.

Holders also will be paid accrued and unpaid interest to, but not
including, the settlement date.  Holders that tender Notes after
the Consent Payment Deadline will not be eligible to receive the
consent payment.  Promptly following the final calculation of the
consideration for the Notes, Rogers Telecom will publicly
announce, by press release, the pricing information.  The initial
settlement date is expected to be Sept. 14, 2005.

Citigroup Global Markets Inc. is acting as the dealer manager and
solicitation agent for the Tender Offer and the Solicitation.
Questions regarding the tender offer and consent solicitation or
requests for documents may be directed to Citigroup Global Markets
Inc., Liability Management Group, at (800) 558-3745 (U.S. toll
free) and (212) 723-6106 (collect) or Global Bondholder Services
Corporation, the Information Agent, at (866) 470-3800 (U.S. toll-
free) and (212) 430-3774 (collect).

None of Rogers Telecom, RCI, the dealer manager and solicitation
agent or the information agent make any recommendations as to
whether or not holders should tender their Notes pursuant to the
Offer or consent to the proposed amendments, and no one has been
authorized by any of them to make such recommendations.

This announcement is not an offer to purchase, a solicitation of
an offer to sell, or a solicitation of consents with respect to
the Notes nor is this announcement an offer to sell or
solicitation of an offer to buy new securities of Rogers Telecom
or RCI.

Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)
-- http://www.sprint.ca/-- was acquired by Rogers Communications
Inc. on July 1, 2005, and through its wholly owned subsidiary
Rogers Telecom Inc. (formerly Sprint Canada Inc.) is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Rogers Telecom owns and
operates an extensive national fibre network, has over 150 co-
locations in major urban areas across Canada including 33
municipalities and maintains network facilities in the U.S. and
the U.K.

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On July
1, 2005, Rogers completed the acquisition of Call-Net Enterprises
Inc. (now Rogers Telecom Holdings Inc.), a national provider of
voice and data communications services.

                       *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Call-Net Enterprises Inc.
and assigned a 'B-' rating to its senior secured notes.  Fitch
also places the ratings of Call-Net on Rating Watch Positive due
to the CDN$330 million all-stock acquisition of Call-Net by Rogers
Communications Inc. (rated 'BB-' by Fitch).  Approximately
US$223 million of debt securities are affected by these actions.

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  S&P said the outlook is stable.


RURAL/METRO CORP: Board Adopts Shareholder Rights Plan
------------------------------------------------------
The Board of Directors of Rural/Metro Corporation elected to
continue to maintain a Shareholder Rights Plan that is
substantially similar to the Company's current Shareholder Rights
Plan that expired on Aug. 23, 2005, except certain updates,
including the purchase price and the term.

As a result, the Board adopted a Shareholder Rights Plan,
providing that one Right will be attached to each share of Common
Stock of the Company.  Each Right entitles the registered holder
to purchase from the Company a unit consisting of one one-
thousandth of a share of Series A Junior Participating Preferred
Stock, par value $0.01 per share, at a purchase price of $45 per
Unit, subject to adjustment.

A full-text copy of the Shareholders' Rights Agreement is
available for free at http://ResearchArchives.com/t/s?129

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Moody's Investors Service upgraded Rural/Metro Corp.'s senior
implied rating to B2 from B3 reflecting improved operations and
its return to profitability over the past few years.  The change
in the ratings outlook to stable, from negative, reflects the
expectation of continued enhancement of the ratio of free cash
flow relative to total debt to the middle - upper single digits.

At the same time, Standard & Poor's Ratings Services assigned its
'B' corporate credit rating to Rural/Metro Corp.  Standard &
Poor's has also assigned its 'B' senior secured debt rating and
'2' recovery rating to Rural/Metro LLC's $20 million senior
secured revolving credit facility maturing in 2010 and a $120
million senior secured term loan B maturing in 2011.

Standard & Poor's also assigned its 'CCC+' subordinated debt
rating to Rural/Metro LLC's proposed $140 million senior
subordinated notes due 2015 and to Rural/Metro Corporation's
proposed $50 million paid-in-kind notes maturing in 2016.

S&P's outlook on Rural/Metro is stable.


SECOND CHANCE: Class Plaintiffs Want Case Converted to Chap. 7
--------------------------------------------------------------
Class Plaintiffs in the action entitled "Steven W. Lemmings and
City of Pryor Creek v. Second Chance Body Armor, Inc., et al.",
pending in the District Court (Case No. CJ-2004-62) in and for
Mayes County, Oklahoma, asks the U.S. Bankruptcy Court for the
Western District of Michigan to convert Second Chance Body Armor,
Inc.'s chapter 11 case to a chapter 7 liquidation proceeding.

The plaintiffs tell the court that with the sale of substantially
all of the Debtor's operating assets to Armor Holdings, Inc., the
only material assets that remain are:

    * accounts receivables

    * one or more collection actions;

    * a cause of action against Toyobo America, Inc. and Toyobo
      Company; and

    * any available Chapter 5 causes of action.

The plaintiffs contend that:

    (1) the Debtor is no longer operating as a business so there
        is nothing more to reorganize;

    (2) the Debtor is no longer generating any income;

    (3) if the case remains in chapter 11, it will be both
        inefficient and overly expensive.  Preparation and
        confirmation of a plan is an expensive process but is not
        necessary in a chapter 7 case since the priorities are
        already set in the Bankruptcy Code;

    (4) it would be more cost effective for the estate.  If the
        case is converted to a chapter 7 proceeding, there would
        be no need to file monthly reports and pay quarterly fees
        to the Office of the U.S. Trustee;

    (4) they are concerned that the net proceeds generated from
        the sale of the Debtor's assets will be dissipated.  The
        Debtor has hired more professionals and intends to employ
        more consultants, expenses unnecessary in a chapter 7
        case;

    (5) if the case remains in Chapter 11, the court will need to
        estimate the claims of the Class Plaintiffs for purposes
        of voting on any plan, and determine other issues relating
        to the voting rights of the Class Plaintiffs.  The
        determination of these issues is both costly and time-
        consuming; and

    (6) conversion of the case may allow for the subordination of
        various claims for punitive damages, fines and penalties.

The plaintiffs disclose that converting the case to a chapter 7
proceeding will not have a negative impact on the sale of the
Debtor's assets to Armor Holdings since the order approving the
sale specifically provides that conversion of the case will not
affect the purchaser's rights or the terms approving the sale.

The plaintiffs say that there is ample cause and ask the court to
convert the chapter 11 case to a chapter 7 case.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SEDONA CORP: Equity Deficit Widens to $5.61 Million at June 30
--------------------------------------------------------------
SEDONA(R) Corporation delivered its quarterly report on Form 10-Q
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on August 15, 2005.

The Company reported a $641,000 net loss for the quarter ending
June 30, 2005.  At June 30, 2005, the Company's balance sheet
shows $132,000 in total assets and $5,742,000 in total debts.

For the six months ending June 30, 2005, the Company incurred a
$1,458,000 net loss.  In addition to that, the Company incurred
substantial losses from operations of approximately $2,922,000 and
$4,212,000 during the years ended December 31, 2004 and 2003.  The
Company said these factors raise substantial doubt about its
ability to continue as a going concern.  Auditors at McGladrey &
Pullen, LLP, expressed similar doubts after looking at the
company's 2003 and 2004 financial statements.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?12e

SEDONA(R) Corporation (OTCBB: SDNA) is the leading technology and
services provider that delivers verticalized Customer Relationship
Management solutions specifically tailored for the small to mid-
sized business market.  Utilizing SEDONA's CRM solutions,
community and regional banks, and insurance companies can
effectively identify, acquire, foster, and retain loyal,
profitable customers.

As of June 30, 2005, Sedona's equity deficit widened to $5,610,000
from a $4,258,000 deficit at December 31, 2004.


STRUCTURED ASSET: Fitch Places BB+ Rating on $21.3 Mil Certs.
-------------------------------------------------------------
Structured Asset Investment Loan Trust's $2.4B million mortgage
pass-through certificates, series 2005-HE3, are rated by Fitch
Ratings:

     --$1.9 billion classes A1-A5 'AAA';
     --$100.7 million class M1 'AA+';
     --$64.0 million class M2 'AA';
     --$52.1 million class M3 'AA-';
     --$28.4 million class M4 'A+';
     --$24.9 million class M5 'A';
     --$22.5 million class M6 'A-';
     --$20.1 million class M7 'A-';
     --$20.1 million class M8 'BBB+';
     --$19.0 million class M9 'BBB';
     --$14.2 million class M10 'BBB';
     --$21.3 million class M11 'BB+'.

The 'AAA' rating on the class A1 through A3 certificates reflects
the 18.20% total credit enhancement provided by the 4.25% class
M1, 2.70% class M2, 2.20% class M3, 1.20% class M4, 1.05% class
M5, 0.95% class M6, 0.85% class M7, 0.85% class M8, 0.80% class
M9, 0.60% non-offered class M10, 0.90% non-offered unrated class
M11, 0.60% non-offered unrated class B1, and 0.75% non-offered
unrated class B2, as well as the 0.50% initial and target
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.  The ratings also
reflect the quality of the loans, the soundness of the legal and
financial structures, and the capabilities of Aurora Loan Services
as master servicer. U.S. Bank, N.A. (rated 'AA-' by Fitch) will
act as trustee.

On the closing date, the trust fund will consist of a mortgage
pool of conventional, first and second lien, adjustable- and
fixed-rate, fully amortizing and balloon, residential mortgage
loans with a total principal balance as of the cut-off date of
approximately $2,370,277,346.  The mortgage loans will be divided
into two mortgage pools: 'pool 1' and 'pool 2'.  Approximately
19.63% of the pool 1 mortgage loans are fixed-rate mortgage loans,
and 80.37% are adjustable-rate mortgage loans.  The weighted
average loan rate is approximately 7.251%.  The weighted average
remaining term to maturity is 349 months.  The average principal
balance of the loans is approximately $182,042.  The weighted
average combined loan-to-value ratio is 86.20%.

Approximately 19.46% of the pool 2 mortgage loans are fixed-rate
mortgage loans, and 80.54% are adjustable-rate mortgage loans.
The weighted average loan rate is approximately 7.270%.  The
weighted average remaining term to maturity is 351 months.  The
average principal balance of the loans is approximately $203,653.
The weighted average combined loan-to-value ratio is 85.37%.

Approximately 50.75% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from BNC Mortgage, Inc., and 34.76% from
Ameriquest.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


STRUCTURED ASSET: Fitch Puts Low-B Rating on Four Cert. Classes
---------------------------------------------------------------
Structured Asset Securities Corp. $620 million mortgage pass-
through certificates, series 2005-S5, are rated by Fitch Ratings:

     --$429.2 million classes A-1 and A-2 'AAA';
     --$37.5 million class M1 'AA+';
     --$32.5 million class M2 'AA';
     --$14.3 million class M3 'AA-';
     --$30.4 million class M4 'A';
     --$10.5 million class M5 'A-';
     --$11.2 million class M6 'BBB+';
     --$9.9 million class M7 'BBB';
     --$9.9 million class M8 'BBB-';
     --$9.9 million class B1 'BB+';
     --$6.2 million class B2 'BB+';
     --$12.1 million class B3 'BB';
     --$6.2 million class B4 'BB-'.

The 'AAA' rating on the classes A-1 and A-2 certificates reflects
the 32.75% total credit enhancement provided by the 6.05% class
M1, the 5.25% class M2, the 2.30% class M3, the 4.90% class M4,
the 1.70% class M5, the 1.80% class M6, the 1.60% class M7, the
1.60% class M8, the 1.60% non-offered class B1, the 1.00% non-
offered class B2, the 1.95% non-offered class B3, the 1.00% non-
offered class B4, as well as the 2.00% target
overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services LLC as master servicer. U.S.
Bank, N.A, rated 'AA-' by Fitch, will act as trustee.

On the closing date, the trust fund will consist of a pool of
conventional, second lien, fixed-rate, fully amortizing and
balloon, residential mortgage loans with a total principal balance
as of the cut-off date of approximately $619,738,784.  All of the
mortgage loans are fixed-rate mortgage loans.  The weighted
average loan rate is approximately 9.875%.  The weighted average
remaining term to maturity is 315 months.  The average principal
balance of the loans is approximately $46,191.  The weighted
average combined loan-to-value ratio is 97.86%.  The properties
are primarily located in California (25.44%), Florida (10.43%),
and Arizona (5.56%). Approximately 97.08% of the mortgage loans
are 80-plus LTV Loans.

Approximately 38.87% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from Aurora Loan Services LLC and 35.00%
from Option One Mortgage Corporation.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


TECHNEGLAS INC: Judge Hoffman Approves Disclosure Statement
-----------------------------------------------------------
The Honorable John E. Hoffman Jr. of the U.S. Bankruptcy Court for
the Southern District of Ohio approved the adequacy of the First
Amended Disclosure explaining the First Amended Joint Plan of
Reorganization filed by Techneglas, Inc., and its debtor-
affiliates.  Judge Hoffman put his stamp of approval on the
Amended Disclosure Statement on Aug. 25, 2005.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Joint Plan to creditors and
solicit their votes in favor of the Plan.

The Amended Joint Plan consists of five components.

The first component provides Techneglas with the option of:

   a) creating a single Post Confirmation Entity for liquidating
      through prosecution, settlement or other disposition,
      Claims, Causes of Action, receivables, rights to payment of
      Techneglas, and other non-real estate assets; or

   b) liquidating its non-real estate assets directly through
      Reorganized Techneglas.  The Post Confirmation Entity or
      Reorganized Techneglas will fund distributions to all
      Techneglas Non-NEG Creditors.

The second component provides for the establishment of NEG
Distribution NewCo, which will be created in the discretion of
Techneglas as an ongoing business, wholly owned by NEG, created on
the Effective Date that will:

   a) receive the Distribution Assets, and

   b) except as otherwise provided in the Plan, receive all of the
      assets that remain in the Reorganized Techneglas or Post
      Confirmation Entity, including any residual assets from the
      Real Estate Entity, following distributions to Techneglas
      Non-NEG Creditors; provided, however, in the event that
      there are no assets that are Distribution Assets, all assets
      that would otherwise be distributed to NEG Distribution
      NewCo will be distributed to NEG.

The third component is the creation of a Real Estate Entity, to
which Techneglas will transfer, for use and disposition, real
estate assets that have not sold as of the Effective Date and that
may potentially be subject to environmental liability and certain
other assets sufficient to manage that real estate pending its
sale.

The fourth and fifth components are the continuation of the
businesses of NEG Ohio and NEG America, as Reorganized NEG Ohio
and Reorganized NEG America, which will fund distributions to
all NEG Ohio Creditors and NEG America Creditors, respectively.

                Treatment of Claims and Interests
                      for Techneglas Inc.

Secured Claims, Other Priority Claims and Union Priority Claims
will be paid in full after the Effective Date.  PBGC Claims will
be paid after the Effective Date, a distribution of Cash amounting
to 100% of $34,530,000 minus any amounts received by the PBCG or
contributed to the Hourly Plan pursuant to any Court order entered
prior to the Distribution Date.

Other Unsecured Claims will be paid:

   1) 63.5% of the amount of their Allowed Claims; plus

   2) 3.5% of the Allowed Claim, if the Plan is confirmed
      prior to Sept. 15, 2005 or if there is a Court order entered
      prior to Sept. 15, 2005, in the Techneglas chapter 11 case
      that has not been stayed, authorizing the contribution of
      $17 million into the Hourly Plan or the payment of that
      amount to the PBGC; plus

   3) if the total amount of Other Unsecured Claim Allowed Claims
      is less than $23,630,000; the difference between $23,630,000
      and the total amount of Other Unsecured Claim Allowed
      Claims, multiplied by the percentage of the dollar amount of
      Other Unsecured Allowed Claims held by Third Party
      Claimants, multiplied by 63.5% if the condition of
      subparagraph (2) has not been satisfied, and 67% if that
      condition has been satisfied.

A full-text of the Amended Disclosure Statement is available for a
fee at http://ResearchArchives.com/t/s?139

All ballots must be returned by Sept. 26, 2005, to:

    For Techneglas, Inc.:

       Techneglas, Inc.
       c/o BMC Group, Inc.
       P.O. Box 905
       El Segundo, CA 90245-0905
       Tel.: 888-909-0100

    For Nippon Electric Glass America, Inc.:

       Nippon Electric Glass America, Inc.
       c/o Hahn Loeser & Parks Llp
       Attn: Christopher B. Wick, Esq.
       3300 BP Tower
       200 Public Square
       Cleveland, OH 44114-2301
       Tel.: 216-621-0150

    For Nippon Electric Glass Ohio, Inc.:

       Nippon Electric Glass Ohio, Inc.
       c/o Kegler, Brown, Hill & Ritter
       Attn: Kenneth R. Cookson, Esq.
       A Legal Professional Association
       65 East State Street, Suite 1800
       Columbus, OH 43215
       Tel.: 614-462-5400

Objections to the Plan, if any, must be filed and served by
Sept. 26, 2005.

Judge Hoffman will convene a confirmation hearing at 2:00 p.m., on
Oct. 6, 2005, to consider the merits of the Debtors' Joint Plan.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TENET HEALTHCARE: Moody's Reviews Sr. Unsecured Notes' B3 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Tenet Healthcare
Corporation under review for possible downgrade.  This action
follows the company's announcement that it had received a notice
of default from approximately 31% of the holders ($139.9 million)
of its $450 million 6-7/8% senior unsecured notes due 2031.

The notice of default resulted from Tenet's failure to file its
Form 10-Q for the quarter ended June 30, 2005 and provide a copy
of the filed Form 10-Q to the Trustee under the bond indenture
within 15 days of the filing deadline.  Tenet had previously
announced on July 20, 2005 that it would be delayed in filing the
10-Q due to an SEC investigation into Tenet's disclosures
regarding Medicare outlier payments prior to 2003.

The notice of default starts a 90-day cure period extending
through November 23, 2005.  If the default is not cured through
the filing of the Form 10-Q within the 90-day cure period,
bondholders may accelerate payment of the notes, which could
trigger a cross-default under the company's other outstanding bond
issuances.

Moody's review of the ratings will focus on Tenet's ability to
file the Form 10-Q for the quarter ended June 30, 2005, within the
90-day period (prior to November 23, 2005).  The review will also
evaluate whether Tenet can generate meaningful free cash flow
relative to the level of debt and exposure to additional
liabilities.  The company's earnings release for the period ended
June 30, 2005, indicated continued weakness in same-facility
admission trends and increases uninsured volumes.  The company
also continues to face uncertainty related to the likelihood and
timing of cash flows resulting from government investigations,
litigation, and an IRS tax dispute.  Moody's review will also
consider whether the enterprise value of the company and estimates
of recoverability under various stress scenarios continue to
support the current rating level.

These ratings were placed under review for possible downgrade:

   * Corporate family rating, B2
   * Senior unsecured notes, rated B3

Tenet Healthcare Corporation, headquartered in Dallas, Texas
operates 69 short-term acute care hospitals.  According to
preliminary figures, the company generated $9.6 billion in net
revenue for the last twelve months ended June 30, 2005.


TENFOLD CORP: Eats Up $2.9-Mil Stockholders' Equity in Six Months
-----------------------------------------------------------------
TenFold Corporation delivered its quarterly report on Form 10-Q
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on August 15, 2005.

The Company reported a $1,356,000 net loss for the quarter ending
June 30, 2005.  At June 30, 2005, the Company's balance sheet
shows $3,384,000 in total assets and $3,820,000 in total debts.
Cash was reduced from $5,225,000 at the start of the quarter to
$2,081,000 at the end of the quarter.

The Company said that at present levels of revenue generation and
cash consumption, it would not have sufficient resources to
continue as a going concern through 2005, as it will exhaust its
existing cash balances in the fourth quarter of 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?12d

TenFold Corporation (OTC Bulletin Board: TENF) --
http://www.tenfold.com/-- licenses its patented technology for
applications development, EnterpriseTenFold(TM), to organizations
that face the daunting task of replacing obsolete applications or
building complex applications systems.  Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, EnterpriseTenFold technology lets a
small, team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications with
extraordinary speed, superior applications quality and power
features.

As of June 30, 2005, TenFold's balance sheet reflected a $616,000
stockholders' deficit, compared to $2,281,000 of positive equity
at Dec. 31, 2004.


THERMA-WAVE: Earns $2.4 Million of Net Income in First Quarter
--------------------------------------------------------------
Therma-Wave, Inc., delivered its quarterly report on Form 10-QSB
for the quarter ending July 3, 2005, with the Securities and
Exchange Commission on Aug. 11, 2005.

The Company earned $2.4 million of net income on $17.5 million of
net revenues.  The Company's balance sheet shows $60 million in
total assets and $31.6 million in total liabilities.  The notes to
the Company's financial statements indicate that (i) there's doubt
about the company's ability to continue as a going concern, and
(ii) the company is in compliance with all the covenants in its
loan and security agreement.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?12a

Since 1982, Therma-Wave, Inc. -- http://www.thermawave.com/-- has
been revolutionizing process control metrology systems through
innovative proprietary products and technologies. The company is a
worldwide leader in the development, manufacture, marketing and
service of process control metrology systems used in the
manufacture of semiconductors. Therma-Wave currently offers
leading-edge products to the semiconductor manufacturing industry
for the measurement of transparent and semi-transparent thin
films; for the measurement of critical dimensions and profile of
IC features; for the monitoring of ion implantation; and for the
integration of metrology into semiconductor processing systems.


THOMAS & BETTS: Moody's Upgrades Debt Ratings to Baa3 from Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the long-term debt ratings
of Thomas & Betts Corporation to Baa3 from Ba1 and moved the
rating outlook to stable.  The rating action acknowledges the
company's continued revenue growth and solid progress in improving
margins and cash flow generation.  The rating agency added that
resolution of the structural subordination matter so that
noteholders rank pari passu with the bank group was a key element
in concluding the review.

The Baa3 rating reflects TNB's diverse base of clients and
indirect channel distribution partners in commercial and
industrial electrical components and steel structures markets as
well as stability from less cyclical maintenance, repair and
operations product sales.  As a broad-line supplier with
operations divided into three segments - Electrical, Steel
Structures and HVAC - the company has complemented strong
fundamentals in its end markets with productivity improvements,
thereby sustaining positive momentum in revenue, earnings and cash
flow growth.

The stable outlook incorporates Moody's view that the solid
revenue and EBIT growth experienced over the past two years will
continue through Fiscal 2006.  With its strong level of
diversification in conjunction with still healthy end-market
conditions, TNB is facing a favorable, intermediate-term operating
environment.

Further, positive rating implications could arise with sustained
improvement in margins above 13%, return on asset measures of 8-
10% and continued generation of free cash flow-to-debt in excess
of 25-30%, all based on Moody's standard adjustments.  Conversely,
the inability to offset rising raw material prices thereby
resulting in a material reduction in free cash flow generation,
overly aggressive share repurchase activity, or significant debt-
financed acquisition spending could result in downward rating
pressure.

Rating upgraded with a stable outlook:

  Thomas & Betts Corporation:

     * Baa3 for senior unsecured notes and debentures.

Historically, TNB's first half of the year is weaker than the
second half, resulting in modest-to-flat free cash flow
generation.  However, despite headwinds from rising raw material
costs, continued strength in the higher-margin Steel Structures
segment and the Electrical segment have enabled the company to
generate $40 million in free cash flow using Moody's standard
adjustments for the first half of fiscal 2005 versus only $11
million of free cash flow during the same period last year.  The
latest twelve months free cash flow-to-debt strengthened to 22.5%,
up from 18% at year-end 2004.  Through June 30, 2005, LTM EBIT
margin continued to improve at 11.2% while the LTM return on
assets climbed to 5.6% from 4.6% at December 31, 2004.  Debt-to-
capitalization was approximately 42% at June 30, 2005 but could
drop to the mid-30% range following the payoff of the $150 million
6.5% notes maturing in January of 2006.

TNB's cash and marketable securities position of approximately
$371 million at June 30, 2005 is supported by a $200 million 5-
year unsecured bank credit facility maturing in June of 2010.  The
facility contains two financial covenants, a fixed charge coverage
ratio not to fall below 2.5x and a leverage ratio not to exceed
4.0x.  The company was comfortably in compliance with both
covenants for the second quarter ended June 30, 2005.  There is
Material Adverse Change representation required at each advance
and the facility provides same-day borrowing capability.  As
mentioned previously, Moody's notes that TNB's cash on hand and
unused availability under the revolver are far in excess of the
amount needed to meet the notes coming due in January of 2006.

TNB amended its bank credit facility August 12, 2005.  The
amendment terminated domestic subsidiary guarantees, thus placing
bank creditors and noteholders on a pari passu basis and
eliminating structural subordination.  The amendment also revised
the limitation on additional debt - other liens plus domestic
subsidiary debt cannot exceed 20% of consolidated net worth as of
the last day of the fiscal quarter most recently ended.

Thomas & Betts Corporation, headquartered in Memphis, Tennessee,
manufactures and markets components and connectors for the
worldwide electrical and communications markets.  The company is
also a leading provider of electrical transmission towers and
industrial heating units.


TOYS 'R' US: Vornado Acquires $150 Million Chunk of Bridge Loan
---------------------------------------------------------------
Vornado Realty Trust (NYSE:VNO) acquired $150 million of the
$1.9 billion one-year senior unsecured bridge loan financing
provided to Toys "R" Us, an entity in which the Company acquired a
one-third interest on July 21, 2005.

The loan is senior to the recently provided acquisition equity of
$1.3 billion and $1.6 billion of existing debt.  The loan bears
interest at LIBOR plus 5.25%, not to exceed 11%, and provides for
an initial .375% placement fee and additional fees of .375% at the
end of three and six months if the loan has not been repaid.  The
loan is prepayable at any time without premium or penalty.

Vornado Realty Trust is a fully-integrated equity real estate
investment trust.

Toys "R" Us, Inc., is one of the leading specialty toy retailers
in the world.  It currently sells merchandise through more than
1,500 stores, including 680 toy stores in the U.S. and 608
international toy stores, including licensed and franchise stores
as well as through its Internet sites at http://www.toysrus.com/
and http://www.imaginarium.com/and http://www.sportsrus.com/
Babies "R" Us, a division of Toys "R" Us, Inc., is the largest
baby product specialty store chain in the world and a leader in
the juvenile industry, and sells merchandise through 219 stores in
the U.S. as well as on the Internet at http://www.babiesrus.com/

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2005,
Fitch Ratings has assigned credit and recovery ratings to Toys 'R'
Us, Inc.'s new revolving credit facilities and bridge loans:

    -- $2 billion domestic secured revolver: credit rating of 'B'
       and recovery rating of 'R3';

    -- $350 million European multicurrency secured revolvers:
       credit rating of 'B' and recovery rating of 'R3';

    -- $1 billion European secured bridge facility: credit rating
       of 'B' and recovery rating of 'R3';

    -- $2 billion domestic unsecured bridge loan: credit rating of
       'CCC' and recovery rating of 'R6'.

The $2 billion domestic secured revolver is secured by TOY's North
American inventories and receivables while the company's European
revolvers and bridge facility are secured by the company's
European assets.

Additionally, Fitch affirms the existing ratings of TOY:

    -- IDR credit rating of 'B-';

    -- Senior unsecured notes: credit rating of 'CCC' and recovery
       rating of 'R6'.

Fitch said the Rating Outlook is Negative.


UAL CORP: Gets Court Nod on DIP Facility Amendment to Control EETC
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 16, 2005, UAL
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Norhtern District of Illinois to:

   * amend the Club DIP Facility to purchase the Senior Tranche
     of the 1997-1 EETC Transaction;

   * pay certain fees in connection with the Amendment; and

   * modify the automatic stay to allow certain liens to be
     placed on property.

                    Wells Fargo's Objections

On behalf of Wells Fargo Bank and the holders of the Senior
Tranche, Ann Acker, Esq., at Chapman & Cutler, in Chicago,
Illinois, contends that the Debtors seek to pay off the Senior
Tranche at a below market rate of interest after enjoying the use
of the aircraft that serves as security.  Ms. Acker argues that
applicable law must prescribe the interest rate used in the
transaction, and not the Debtors.  The Debtors cannot place liens
on the Aircraft for the benefit of the Club DIP Lenders until the
Senior Tranche is satisfied with an appropriate interest rate.

                     Court Okays Amendment

The Hon. Eugene Wedoff authorizes the Debtors to amend the Club
DIP Facility to purchase the Senior Tranche of the 1997-1 EETC
Transaction.  Despite Wells Fargo's objection, the Court allows
the Debtors to grant the Tranche C Lenders a first priority senior
security interest in and lien on, the aircraft.  The Court also
modifies the automatic stay to allow the Debtors to grant the
liens and take all steps necessary to perfect the liens.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNISYS CORP: S&P Lowers Corp. Credit & Sr. Debt Ratings to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Blue Bell, Pennsylvania-based
Unisys Corp. to `BB-' from `BB+' and removed them from
CreditWatch, where they were placed on Aug. 16, 2005, with
negative implications.

"The downgrade reflects deteriorating credit protection measures,
coupled with uncertainties regarding the company's ability to
improve profitability and cash flows over the near term in light
of challenging market conditions and problematic contracts," said
Standard & Poor's credit analyst Philip Schrank.

For the six months ended June 30, 2005, the information systems,
products, and services provider reported a net loss of $73
million, compared with net income of $48 million in the year-ago
period.  Although Unisys' Services segment's revenues increased 7%
in the second quarter, the segment's operating income (excluding
the impact of pension expenses) reported a loss of $8 million.
Additionally, the company's Technology segment revenues fell 13%
with a $6 million operating loss.

Over the longer term, Standard & Poor's expects Unisys to
considerably expand the Services segment to compensate for the
declining contribution from its Technology segment.  Additionally,
Unisys is in the process of addressing execution issues on its
under-performing transformational business process outsourcing
contracts, and is in discussions regarding renegotiations of
certain of these contracts.  Profitability in both the Services
and Technology segments lags industry peers.

Although Unisys will be challenged to increase revenues and profit
margins over the near term because of a very intense competitive
environment, results for the remainder of fiscal 2005 and beyond
should benefit as the cost structure realignment continues and the
financial impact of problem contracts dissipates.  Ratings support
is provided by a meaningful funded services backlog, which adds a
measure of earnings predictability.  Additionally, Unisys
maintains a good competitive position, specifically in the Federal
Government and public sector, strong client relationships, and
increasing global scale.


UNITED HOSPITAL: Excl. Plan Filing Period Extended Until Dec. 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until Dec. 13, 2005, the exclusive period within which
New York United Hospital Medical Center can file a chapter 11
plan.  The Court also extended the Debtor's period to solicit
acceptances to that Plan from its creditors until Feb. 10, 2006.

The Debtor gave the Court three reasons in support of the
extension:

   1) its chapter 11 case is sufficiently large and complex;

   2) it has made significant progress in resolving issues facing
      its estate, including working continuously with the
      Unsecured Creditors Committee in liquidating the Debtor's
      assets for the benefit of creditors and in negotiating and
      formulating a consensual chapter 11 plan;

   3) the requested extension will not prejudice its creditors and
      other parties-in-interest but will permit its reorganization
      process to move forward in an orderly and expeditious
      manner.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


UNITED HOSPITAL: Creditors Must File Proofs of Claim by Tomorrow
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Sept. 2, 2005, at 5:00 p.m., as the deadline for all creditors
owed money by New York United Hospital Medical Center and U.H.
Housing Corp. on accounts arising prior to Dec. 17, 2004, to file
their proofs of claim.

All proofs of claim must be delivered to:

   If by mail:

      The Clerk of the U.S. Bankruptcy Court
      Southern District of New York
      Re: York United Hospital Medical Center/
          U.H. Housing Corp.
      P.O. Box 5051
      Bowling Green Station
      New York, NY 19801

   If by hand delivery or overnight courier:

      The Clerk of the U.S. Bankruptcy Court
      Southern District of New York
      Re: York United Hospital Medical Center/
          U.H. Housing Corp.
      One Bowling Green, Room 534
      New York, NY 10004-1408

Donlin, Recano & Company, Inc., the Debtors' claims agent, will
assist creditors in the efficient processing of all proofs of
claims filed in this chapter 11 case.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


UNITED HOSPITAL: Has Until Nov. 14 to File Notices of Removal
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave New York United Hospital Medical Center and its debtor-
affiliate, U.H. Housing Corp., an extension, until Nov. 14, 2005,
to file notices of removal with respect to pre-petition civil
actions pursuant to Rules 9006 and 9027 of the Federal Rules of
Bankruptcy Procedure.

The Debtors explain that since the Petition Date, they had to
address a vast number of administrative and business issues that
have arisen as a result of the commencement of their chapter 11
cases.  Most importantly, they have been focusing on providing for
the disposition of substantially all of their assets in a manner
that will maximize the value of those assets and benefit their
creditors.

Because of addressing those issues, the Debtors have not been able
to fully evaluate the merits of removing certain claims or civil
causes of actions pending in state or federal courts.

Thus, the extension will give the Debtors more opportunity to
thoroughly review their records to determine whether they need to
or should remove any claims or civil causes of action pending in
state or federal courts.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


VARIG S.A.: Arranges $38 Million Financing From Volo Logistics
--------------------------------------------------------------
VARIG, S.A., asks the Commercial Bankruptcy and Reorganization
Court in Rio de Janeiro, Brazil, to approve a financing
arrangement with Volo Logistics LLC, and Varig Logistica, S.A.

The Parties' preliminary agreement dated August 22, 2005,
provides for:

   (a) the granting of a credit facility by Volo, a company
       organized under the laws of the State of Delaware, United
       States of America;

   (b) Volo's acquisition of certain credits held by VARIG;

   (c) Volo's purchase and VARIG's sale of 201,988,806 common
       shares and 17,991,600 preferred shares issued by VarigLog,
       representing 94.88% of VarigLog's total capital stock.

                     The Assignment of Credit

Pursuant to a Credit Assignment Agreement, VARIG will assign to
Volo rights to the credits VARIG holds against Companhia
Brasileira de Meios de Pagamento-VISA, totaling BRL124,669,228,
derived from passenger carriage services performed, under a
June 28, 1996 agreement for place of business affiliation to the
VISANET System entered into between VARIG and VISANET.

The VARIG and Volo will also enter into a promise of assignment
of credits as may be held by VARIG in the same nature as the
credits acquired pursuant to the Credit Assignment Agreement, for
a period of 30 days, up to the amount in Reais corresponding to
$15,000,000.

The Credits to be assigned pursuant to the Credit Assignment
Agreement are represented by entries made by VISANET in credit-
card holders' accounts, with maturities limited to a maximum
period of 12 months.  The Credits are divided into:

   (a) credits derived from services already performed by VARIG,
       totaling BRL100,361,321; and

   (b) credits derived from services not yet performed by VARIG,
       totaling BRL24,307,906, in accordance with a statement
       drawn up and provided by VARIG.

For the assignment of the Credits, Volo will pay VARIG
$50,000,000:

   -- $10,000,000 will be paid 24 hours after the date the Credit
      Assignment Agreement is entered into to a foreign bank
      account to be informed by VARIG; and

   -- the remaining $40,000,000 will be paid if the purchase of
      VarigLog's Shares is authorized by the Judicial
      Reorganization Court and by the Civil Aviation Department
      of the Ministry of Defense in Brazil, within 30 days from
      the execution of the Loan Agreement.

                      Promise of Assignment

The Agreement for Promise of Assignment will have an effective
term of 30 days, with additional credits derived from passenger
carriage services performed by VARIG being acquired by Volo at
face value, with 50% of the total VISANET Additional Credits
being paid 24 hours after the date the Credit Assignment
Agreement is entered into, to a foreign bank account.  The total
amount for the purchase of Additional Credits will be limited to
$15,000,000.

The acquisition of VISANET Additional Credits will depend on
VARIG's notification of Volo for Volo to execute agreements for
the assignment of VISANET Additional Credits, within 24 hours
from receipt of the notification, on the same terms already
negotiated and agreed to in the Credit Assignment Agreement.
Within 24 hours after the date the Additional Credit Assignment
Agreement is entered into, Volo will pay the amount owed, based
on the indicated price, to a foreign bank account.

VISANET will participate in the Credit Assignment Agreement and
in the Additional Credit Assignment Agreements.  Volo will open
an account with some financial institution affiliated to VISANET,
at which the Credits and Additional Credits owed to Volo will be
deposited by VISANET.

                        The Loan Agreement

Volo will grant VARIG a $38,000,000 loan at the rate of 15% per
annum, maturing 30 days from the execution date of an instrument
to be entered into simultaneously with the Credit Assignment
Agreement and the Additional Credit Assignment Agreement.

The Loan Agreement will be guaranteed by the creation of a
pledge as collateral on VarigLog's Shares.  Among other rights
inherent to the pledge, Volo will be assured the voting right
corresponding to VarigLog's Shares, in observance of specific
legislation.  The Stock Pledge Agreement will be registered by
VARIG at all registries prescribed by Brazilian law, including
the Registry of Deeds and Documents, in the share registration
book, and in the case records of VARIG's Judicial Reorganization,
so as to secure Volo's rights.

The stock pledge will accompany VarigLog's Shares in any sale.

                   Purchase of Variglog Shares

Volo will acquire 94.88% of VarigLog's total capital stock owned
by VARIG pursuant to a VarigLog Stock Sale and Purchase
Agreement.

Volo has estimated VarigLog's economic appraisal price to be set
at $100,000,000, which resulted in the estimated price of
$38,000,000 for VarigLog's Shares.

The estimated price of VarigLog's Shares was ascertained in
accordance with information provided by VARIG's and VarigLog's
representatives, and may be changed if, by the payment date,
after a proper accounting and legal audit has been conducted, the
Parties become aware of the non-existence of the assigned credits
or the existence of:

   (a) any tax benefit, credits, reductions in the amounts of
       contingencies provisioned for in VarigLog's balance sheet;

   (b) any obligations, debt, contingency, liability, costs,
       expenses or penalties not provisioned for in VarigLog's
       balance sheet, as required by law or by the accounting
       principles generally accepted and applied in Brazil.

On the date the VarigLog Agreement is entered into, VARIG and
VarigLog will make the usual representations, such as to:

   -- the regularity and truthfulness of VarigLog's financial
      statements;

   -- the non-existence of any liens, encumbrances and charges on
      VarigLog's Shares and assets, except for any informed in
      the VarigLog Agreement;

   -- the non-existence of any contractual defaults, except for
      any informed in the VarigLog Agreement;

   -- the non-existence of any violation of any laws,
      regulations, authorizations, licenses and judicial and
      governmental orders, except for any informed in the
      VarigLog Agreement;

   -- the regular performance and payment or setting up of
      reserves for the payment of all obligations for which
      VarigLog is liable;

   -- the non-existence of any legal or administrative
      proceedings which may give rise to contingencies in excess
      of the amount corresponding in Reais to $250,000, except
      for any informed in the VarigLog Agreement;

   -- the existence of an insurance as recommended by law and by
      the activity, and payments of the corresponding premiums,
      except for any informed in the VarigLog Agreement; and

   -- VarigLog's conduct of its activities in accordance with its
      articles of incorporation, and the non-existence of any
      obligation involving a corporate reorganization or disposal
      of any material asset.

VARIG will further represent that any decree in VARIG's
bankruptcy will not cause the voiding, or undoing, of:

   (a) the guarantees under the Stock Pledge Agreement; or

   (b) Volo's right to have the shares acquired pursuant to the
       VarigLog Agreement.

If the purchase of VarigLog Shares is authorized by the
Brazilian Court and by the Civil Aviation Department of the
Ministry of Defense, within 30 days from the execution of the
Loan Agreement, VARIG will be entitled to the payment of a
supplemental $40,000,000, less the amount of Uncertain Credits
and the applicable Price Adjustment, for the assignment of the
Credits provided for.

VARIG will also be entitled to a 50% payment for the Additional
Credits, less the amount of Uncertain Credits.

Until December 31, 2005, Volo will maintain the contracts entered
into between VarigLog, VARIG, Rio Sul Linhas Aereas, S.A.,
Nordeste Linhas Aereas, S.A., Servicos Auxiliares de Transporte
Aereo S.A., Varig Engenharia e Manutencao S.A., and Fundacao
Rubem Berta, with the objective of:

      (i) letting, subletting, leasing, subleasing or warranting
          the use of aircraft or bulks;

     (ii) insuring the assets or property as are necessary to
          VarigLog's operation;

    (iii) providing logistic services, including aircraft loading
          and unloading, crewmembers' meals, cleaning the inside
          of aircraft;

     (iv) providing aircraft maintenance services;

     (vi) representing VarigLog's activities abroad;

    (vii) sharing air routes;

   (viii) conducting cargo operations on international routes,
          assuring traffic rights, crew assignment, and fuel
          supply; and

     (ix) supplying fuel on such commercial bases as will
          correspond to those obtained by VARIG, at VarigLog's
          discretion.

Volo is also granted rights to brands used by VarigLog.

Volo's assignment and transfer of VarigLog's Shares will entail:

   (a) Volo's obligation to return to VARIG the rights to the
       brands used by VarigLog, free of charge for VARIG, if
       the purchaser of VarigLog's Shares is a Brazilian company
       competing with VARIG in the Brazilian market; and

   (b) Volo's obligation to return to VARIG the rights to the
       brands used by VarigLog, free of charge for VARIG, and
       VARIG's obligation to assign, for a period of two years,
       the rights to the brands used by VarigLog, free of charge
       for the third party purchasing VarigLog Shares, if the
       third party is not a Brazilian company competing with
       VARIG in the Brazilian market.

VARIG and VarigLog are required under the Transaction to:

     (i) preserve and maintain VarigLog's principal places
         of business;

    (ii) perform the contracts that are related to their
         operational aspects;

   (iii) perform their financial contracts;

    (iv) request Volo's approval to enter into any contract
         or make any business deal giving rise to any
         contingency in excess of BRL1,000,000 for VarigLog;

     (v) keep Volo informed of any VARIG contract that exceeds
         BRL15,000,000;

    (vi) provide information as to any threat, occurrence and
         notification of an event of default in their operational
         or financial contracts that exceed BRL15,000,000 and
         BRL1,000,000;

   (vii) provide information as to any material changes in
         their equity;

  (viii) preserve and maintain their necessary licenses,
         authorizations and permits for the conduct of their
         business, except for any acts by the franchising
         government authority to which VARIG has not concurred
         with any fault or willful misconduct;

    (ix) provide information as to the receipt of any
         communications or notifications from government
         authorities or from any holder of a public utility
         franchise, permission or authorization; and

     (x) use the funds allocated by Volo for the purposes
         described in the Agreements.

                          Early Maturity

Volo's credits against VARIG arising under the Loan Agreement
will be subject to early maturity, and Volo may demand payment
from VARIG at any time, if:

     (i) VARIG's bankruptcy is decreed;

    (ii) VARIG's Judicial Reorganization is converted into
         bankruptcy;

   (iii) The Civil Aviation Department denies its authorization
         for VarigLog's Shares to be purchased by Volo, due to
         any act or failure to act which is not attributable to
         the Parties; or

    (iv) an event of force majeure or act of God occurs and
         persists, for a period of 30 days from the execution of
         the Loan Agreement, which prevents the transfer of
         VarigLog's Shares to Volo or a Brazilian company
         indicated by Volo.

In the events of early maturity, Volo will return to VARIG the
assigned Credits and Additional Credits, less the prices paid by
Volo to VARIG, against VARIG's payment of the outstanding balance
of the Loan Agreement.

                    Offset and Volo's Default

Volo may offset against credits it held against VARIG any amount
due and payable by VARIG to Volo.  Volo acknowledges that, upon
executing the Agreement, VARIG is barred from seeking short-term
alternatives for obtaining funds.

Accordingly, any default in the obligations assumed by Volo
during the agreed upon term, or failure to obtain the Civil
Aviation Department's approval within 30 days from the execution
of the Agreement will cause any assignment of the Credits and
Additional Credits to be immediately cancelled upon the Credits
and Additional Credits being returned by Volo to VARIG, less the
prices paid by Volo to VARIG, against the payment of the
outstanding balance of the Loan Agreement.

VARIG's default in its obligations during the agreed term,
including the failure to have the Agreement approved by VARIG's
Meeting of Shareholders, within 30 days from the execution of the
Loan Agreement, will give rise to:

     (i) early maturity of the Loan Agreement upon the assessment
         of a fine of 10% of the Loan Amount;

    (ii) payment of a fine in the amount in Reais equivalent to
         $10,000,000, corresponding to 10% of VarigLog's
         appraisal value; and

   (iii) the payment to VARIG, after the Loan Agreement has been
         settled by VARIG, of the amount resulting from the sum
         total of the Credits and Additional Credits, (a) less
         any Uncertain Credits, (b) less a rate of 35% per
         annum, and (c) less the prices paid by Volo to VARIG
         upon entering into the Credit Assignment Agreement and
         the Additional Credit Assignment Agreement.

Once the acquisition is carried through, should Volo wish to sell
a part of or all VarigLog's Shares, Volo will, irrevocably and
irreversibly, offer VarigLog's Shares first to VARIG on terms and
conditions defined by Volo.  In the event that a sale is not
carried through, Volo will be free to offer VarigLog's Shares to
third parties, however, having at least the same terms and
conditions offered to VARIG, otherwise it will mandatorily offer
the Shares again to VARIG for purchase under new conditions.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Wants to Sell VarigLog Stake to Matlin Patterson
------------------------------------------------------------
VARIG S.A. and its debtor-affiliates ask the Hon. Alexander dos
Santos Macedo of the Commercial Bankruptcy and Reorganization
Court in Rio de Janeiro for authority to sell 95% of VarigLog's
shares pursuant to the terms established in a proposal filed by
Matlin Patterson Global Advisers, LLC.

UBS Investment Bank, the Debtors' financial advisor, has entered
into negotiations with American investment fund Matlin Patterson
Global Advisers, LLC, which has showed an interest in acquiring
Varig Logistica, S.A., a wholly owned VARIG subsidiary.  VarigLog
currently has its own fleet of 18 cargo airplanes under leasing
agreements entered into with international lessors.

For the development of its business, VarigLog uses space available
on VARIG's airplanes for which it pays approximately $9 million
per month.  Over the last three years, VarigLog has posted losses
of BRL131.4 million in 2002, BRL11.6 million in 2003, and BRL17.2
million in 2004.  VarigLog has accrued a BRL45 million debt,
including bank debts, tax refinancing, obligations with pension
funds and debts to related companies.

For VarigLog to resume normal business operations, Sergio
Bermudes, Esq., in Rio de Janeiro, Brazil, says an estimated
investment of $15 million is needed for overhauling airplanes
which are presently grounded, and to maintain those still being
used.

After studying VARIG's numbers, as well as its future income
generating capacity, Matlin Patterson offered to acquire 95% of
VarigLog's shares for $38 million.  In addition, Matlin Patterson
is willing to prepay VARIG's receivables from airfare sales
through VISA cards for $65 million.

The salient terms of Matlin Patterson's proposal are:

   (a) Once the Brazilian Court's approval is obtained for the
       transaction, Matlin Patterson will deliver to VARIG, as a
       loan, the equivalent of $38 million, which in the future
       will be used for buying 95% of VarigLog's shares, plus
       $10 million as an advance for VISA receivables.  A part of
       the funds is to be paid directly to VARIG's international
       creditors;

   (b) The balance of $40 million in VISA receivables currently
       existing will be retained by Matlin Patterson as
       collateral until VarigLog's shares are actually
       transferred;

   (c) As soon as VARIG transfers VarigLog's shares to Matlin
       Patterson, Matlin Patterson will release the remaining
       $40 million to VARIG as an advance for VISA receivables;

   (d) Matlin Patterson will grant VARIG a loan of up to
       $15 million through the discount of VISA receivables; and

   (e) VarigLog's new controlling shareholders will undertake the
       commitment to keep the lease of space on the Debtors'
       aircraft unchanged at least until December 31, 2005.

Mr. Bermudes points out that the price offered by Matlin
Patterson is consistent with VARIG's value according to an
appraisal previously carried out, wherein the basic premise was
an evaluation of the airline's assets and liabilities.  If
VarigLog's contingent liabilities are found not to correspond to
that estimate in the future, the sale and purchase price can be
changed.

                Matlin Transaction is Advantageous

According to Mr. Bermudes, the transaction proposed by Matlin
Patterson will benefit the Debtors because it will expediently
obtain funds that will help them settle their postpetition
obligations and maintain their activities until a judicial
reorganization plan can be submitted to creditors.

In addition, the Matlin Transaction will help keep existing
contracts between VarigLog and the Debtors, which contracts
represent an additional cash flow of approximately $9 million per
month.  Keeping the funds in VARIG's cash flow will allow for a
way of paying lower-amount creditors to be established -- a
measure that would benefit a large majority of VARIG's creditors.

Mr. Bermudes also maintains that the Transaction will aid the
Debtors in securing a loan that consists of an advance of credits
derived from airfare sales through VISA cards, which had been
granted by Banco do Brasil but was cut off after the Petition
Date.

Entering into the transaction is presently the only viable short-
term alternative available to the Debtors, Mr. Bermudes relates.
Without the funds that can be earned from VarigLog's sale, and
with the discount of receivables, the Debtors will hardly be
capable of submitting a reorganization plan to their creditors.
VarigLog's sale to Matlin Patterson is a measure of "evident
utility" to VARIG's judicial reorganization.

                Sale Must Be Approved Immediately

Mr. Bermudes reminds Judge Santos Macedo that a hearing has been
scheduled for August 31, 2005, in the U.S. Bankruptcy Court to
consider ILFC's motion to repossess its aircraft.  If, by that
date, VarigLog's sale is not authorized by the Brazilian Court,
the chances of the Debtors remaining in possession of their
aircraft will become scant.

Mr. Bermudes, relates that immediately after their Petition Date
in Brazil, VARIG, S.A., Rio Sul Linhas Aereas, S.A., and Nordeste
Linhas Aereas, S.A., had serious financial constraints that
directly affected their cash flow, and even made the payment of
debts unfeasible.  Thus, the Debtors have been seeking new credit
alternatives, which are protected by the bankruptcy-credit
provision under Art. 67 of Law 11.101, both in Brazil and abroad.
However, the novelty of the concepts under the New Bankruptcy and
Reorganization Law of Brazil have added to the difficulty of
finding new credit alternatives.

On August 17, 2005, the Debtors' international lessors were
present at the office of UBS Investment Bank for a meeting with
VARIG's management.  On that occasion, Mr. Bermudes notes, it
became quite clear that if temporary cash problems were not solved
by the end of August, VARIG might lose its aircraft, even before
the terms of a plan of reorganization could ever be discussed.

                 Creditors Impose Stringent Terms

Mr. Bermudes tells the Commercial Bankruptcy and Reorganization
Court in Rio de Janeiro that the threat was not unfounded.  On
August 17, 2005, International Lease Finance Corporation, one of
VARIG's international lessors and creditors, sought immediate
repossession of all aircraft leased to VARIG.  All of VARIG's
efforts to submit a judicial reorganization plan will be
pointless if its aircraft are suddenly taken out of circulation.

In addition, Mr. Bermudes tells Judge Santos Macedo that after
the filing for judicial reorganization was announced, credit-card
administrators in Brazil, which account for a significant portion
of VARIG's airfare sales, started demanding increased escrow
deposits, which caused an impact of approximately BRL25 million
per month on VARIG's cash flow.  Banco do Brasil -- which had
been discounting VARIG's receivables with Companhia Brasileira de
Meios de Pagamento-VISA, and, in turn, had been affording the
Debtors the possibility of anticipating future credits as well as
allowed for a better management of their cash flow -- suddenly
halted the operation.

Despite the writ granted by the Brazilian Court authorizing the
negotiation of the VISA receivables, and VARIG's efforts, not a
single operation for discounting credits could be carried
through.  Mr. Bermudes contends that even if any endeavor were
successful, it is estimated that the negotiated amount would come
to half the amount secured from a foreign investor.  No doubt,
the uncertainties arising from a lack of knowledge about the new
legislation have kept at bay anyone who might be interested in
the transaction.

The Debtors note that the foreign creditors' reaction was no
different.  Several suppliers of fuel, vendors of food catering,
aircraft cleaning services, airports, and the International Air
Transport Association Clearing House also started demanding from
VARIG immediate payment for the Airline's obligations.

All creditors are key to the Airline, Mr. Bermudes points out.
Any break in the supply of fuel or food catering services, as
well as the cancelled authorizations for landing and take-off at
certain airports, would halt VARIG's activities.

               Absence of Effective Legal Mechanisms

Because the Debtors do not have an effective legal mechanism
wherein they might extend the effects of their judicial
reorganization in Brazil through many of the countries they
operate in, they have been forced to pay debts which preceded the
filing of a claim, subject to having their business shut down.

                    Early Maturity of GE Debts

Mr. Bermudes recounts that GE Commercial Aviation Services, LLP,
a company with whom VARIG had entered into contracts governed by
United States law, with receivables from the IATA system kept in
escrow, has unilaterally declared the early maturity of all its
debt prior to the Petition Date.  Because of this, GE Commercial
has appropriated VARIG funds for approximately $5 million.  In
addition, $10 million is deposited in an account inaccessible to
VARIG, also subject to the same escrow.

VARIG has already entered a formal request with the U.S.
Bankruptcy Court requesting the release of the funds, and no
decision has yet been handed down on the matter.  Consequently,
VARIG is still prevented from accessing significant amounts
deposited in the U.S.

Furthermore, IATA, which works as an international clearing house
and accounts for 30% of VARIG's international sales, has started
demanding a withholding of cumulative payments up to $30 million
as the only way of keeping VARIG's access to that international
airfare sales mechanism.

Mr. Bermudes relates that only through IATA can VARIG have any
access to sales made by international airlines, travel agencies
and agents.  IATA's participation is an essential component of
VARIG, as it facilitates the settlement of airfare sale and
purchase transactions for passenger and cargo carriage, as well
as the payment for goods and services.

                VARIG Remains Operationally Viable

Unavoidably, VARIG's cash flow has been seriously compromised,
Mr. Bermudes says.  If VARIG's future projections of revenues and
expenses are analyzed, the Airline is operationally viable.  Mr.
Bermudes explains that the sum total of VARIG'S revenues is
higher than the sum total of its expenses -- especially after its
judicial reorganization plan is approved by creditors, resulting
into drastically lower costs and maximized results.

However, Mr. Bermudes informs Judge Santos Macedo that in the
short term, a situation of mismatched revenues and expenses
exists.  If the gap is not immediately closed, it can render
VARIG's survival unviable, and jeopardize tens of thousands of
direct jobs and make it impossible for its creditors to be paid,
with serious losses for employees, pension holders, the Federal
Government, and for a relevant sector of the Brazilian economy.

According to Mr. Bermudes, an essential and irremovable condition
for the relief granted by the U.S. Court is the timely payment of
all due installments of international leasing operations, and
their accessories.  Any late payment will cause the preliminary
ruling granted by the U.S. Court to be immediately revoked.  If
this were to happen, any VARIG aircraft landing on U.S. soil, or
any other country, as far as American lessors are concerned,
could be seized.

                       VARIG's Alternatives

To secure the funds with which to solve their momentary crisis,
the Debtors contacted several financial institutions.  Yet, none
had been willing to provide the necessary liquidity within the
available time span.

Consequently, UBS contacted parties potentially interested in
purchasing VARIG assets, or in extending credit facilities to the
Airline.  All options for financing VARIG so far devised have
been discarded by the investors contacted by UBS, or their
materialization has proved extremely slow.  Thus, given the
situation, the Debtors determined that the only possibility left
is a sale of assets aimed at generating cash.

Mr. Bermudes clarifies that VARIG's management has as its
foremost objective to maintain the necessary conditions for
developing VARIG's primary business -- air carriage of
passengers.  Any judicial reorganization plan will have the basic
premise to preserve the business.  Anything else that is not
relevant from that angle, and represents high costs for the
Airline, without a justifiable balancing item, should be sold to
third parties for the best possible price.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Broadens Flight Schedules For Coming Peak Season
------------------------------------------------------------
VARIG, S.A., will increase its flight schedule between both New
York and Miami to Brazil on December 15, 2005, which is the
beginning of the peak summer season in South America.

VARIG plans to expand its New York to Sao Paulo service from
daily flights to 11 per week by adding four daylight departures
from John F. Kennedy International Airport.  The airline will
utilize the newest aircraft in its fleet, and its largest in
terms of capacity -- the three-class Boeing 777 -- on the New
York route.

From Miami, flights will nearly double with the addition of six
weekly offerings, bringing the number of flights to 13 per week.
All of these flights will be on comfortable MD-11 aircraft
providing three classes of service.  From Miami, VARIG will offer
both night and day time departures.

All flights will connect to Rio de Janeiro.  From Sao Paulo and
Rio, the carrier has an extensive schedule of flights within
Brazil and to most major cities of South America.  With a variety
of first and business class lounges and superior service which
has been VARIG's hallmark for 78 years, the airline is well
equipped to serve both business and leisure travelers.

The carrier also has service from Los Angeles to Sao Paulo, and
is celebrating 50 years of service from the United States to
Brazil this year.

In addition to its broad offering of flight schedules, which
includes services to the Orient, Europe, Caribbean, Mexico and
the United States, VARIG has a subsidiary Hotel Company,
Tropical Hotels, and a maintenance sister company, VARIG
Engineering and Maintenance.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WELLS FARGO: Fitch Rates $801,000 Class B Certificates at B
-----------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-7, are
rated by Fitch Ratings:

     -- $387,212,302 classes A-1 through A-7, A-PO, and A-R 'AAA'
        (senior certificates);

     -- $8,013,000 class B-1, 'AA';

     -- $2,203,000 class B-2, 'A';

     -- $1,202,000 class B-3, 'BBB';

     -- $801,000 class B-4, 'BB';

     -- $601,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.35%
subordination provided by the 2.00% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by
Fitch).

The transaction consists of one group of 777 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $400,634,189 as
of Aug. 1, 2005, and the average principal balance is $515,617.

The weighted average original loan-to-value ratio of the loan pool
is approximately 70.16%; none of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
5.815%, and the weighted average FICO score is 747.  Cash-out and
rate/term refinance loans represent 26.36% and 18.04% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California (35.85%), New York
(8.43%), Maryland (6.10%), and Virginia (5.91%).  All other states
represent less than 5% of the outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee.  Elections will be made to treat the trust as a real
estate mortgage investment conduits for federal income tax
purposes.


WELLSFORD REAL: Sells Three Residential Assets for $176 Million
---------------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX: WRP) entered into an
agreement to sell the three operating residential rental phases of
its Palomino Park project for $176 million to TIAA-CREF, a
national financial services organization.  The contract is subject
to the satisfactory completion, within 30 days, of due diligence
by the purchaser and is subject to the approval by WRP's
stockholders at its next stockholders' meeting.

Palomino Park is a five phase, 1,707 unit multifamily residential
development in Highlands Ranch, a southern suburb of Denver,
Colorado.  The five phases include:

    (i) the three operating residential rental phases comprising
        1,184 units with a total of 1.3 million square feet (Blue
        Ridge, Red Canyon and Green River), which are now under
        contract for sale,

   (ii) the 264 unit Silver Mesa phase which was converted into
        condominiums (of which all but one unit have been sold),
        and

  (iii) the 259 unit Gold Peak phase which is being retained by
        WRP and is currently under construction as for-sale
        condominiums.

                     Plan of Liquidation

In May 2005, WRP reported that its Board of Directors approved a
Plan of Liquidation and that stockholders could receive $18.00 to
$20.50 per share in total distributions over the liquidation
period, including an initial distribution of $12.00 to $14.00 per
share within 30 days after stockholder approval of the Plan and
the closing of the sale of the three rental phases of Palomino
Park. The transaction, at the above price, does not alter the
currently estimated range of the initial distribution as
previously disclosed.

Wellsford Real Properties, Inc. (AMEX: WRP) is a real estate
merchant banking firm headquartered in New York City, which
acquires, develops, finances and operates real properties,
constructs for-sale single family home and condominium
developments and organizes and invests in private and public real
estate companies.


WISTON XIV: Court Dismisses Chapter 11 Case
-------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska dismissed
Wiston XIV Limited Partnership's chapter 11 proceeding last week
at the U.S. Trustee's behest.

Charles E. Rendler, III, the U.S. Trustee for Region 13, asked the
Court to dismiss the proceeding as a no-asset case.  He explained
that the Debtor's secured creditor, Sapient Capital, LLC, obtained
relief from the automatic stay on July 14, 2005.  As a result,
Sapient can now foreclose on its collateral.  Without those
assets, it will be impossible for the Debtor to effectuate a plan
of reorganization.

The U.S. Trustee recalled, the Court denied the Debtor's
request to borrow more funds.  The Debtor has no financial ability
to repair its damaged property that might have resulted in a
higher going concern value for the estate.

Mr. Rendlen also complained that the Debtor hasn't paid second
quarter fees to the U.S. Trustee's Office.

Headquartered in Stilwell, Kansas, Wiston XIV Limited Partnership
filed for chapter 11 protection on Jan. 5, 2005 (Bankr. D. Nebr.
Case No. 05-80037).  Robert V. Ginn, Esq., at Brashear & Ginn,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and estimated debts
from $10 million to $50 million.


WORLDCOM: Beepwear Wants Partial Summary Judgment Against SkyTel
----------------------------------------------------------------
Debtor SkyTel Corporation and Beepwear Paging Products, LLC,
entered into a Joint Marketing Agreement effective as of Dec. 2,
1997, to jointly market and promote SkyTel's one-way wireless
messaging services to end users of pager watches developed and
distributed by Beepwear.  The parties amended the JMA in 1999 and
2000.

Thereafter, the parties disputed over their obligations under the
Amended JMA.  To settle their dispute, the parties entered into a
Settlement Agreement, Release and Covenant Not To Sue, on
December 20, 2001.

WorldCom, Inc. and its debtor-affiliates subsequently rejected the
JMA and the Settlement Agreement pursuant to Section 365 of the
Bankruptcy Code.

Beepwear filed two claims against the Debtors:

   (a) Claim No. 10345 for $4,825,658, based on alleged damages
       under the JMA; and

   (b) Claim No. 10335 for $1,013,000, based on alleged damages
       under the Settlement Agreement.

The Reorganized Debtors did not object to Claim No. 10335 and
concede that the amount asserted by Beepwear is properly
calculated as the damages for the rejection.  However, the
Debtors objected to Claim No. 10345.

Mark A. Shaiken, Esq., at Stinson Morrison Hecker, L.L.P., in
Kansas City, Missouri, points out that the plain language of the
Settlement Agreement demonstrates that it was executed by the
parties in complete satisfaction of SkyTel's obligations under the
JMA.  The Settlement Agreement also provides that it supersedes
all prior contracts between the parties.  Thus, the Settlement
Agreement is a substitution contract for the JMA because the
Settlement Agreement was accepted in satisfaction of the
contractual duties under the JMA.

"As a matter of law, the Parties Settlement Agreement is a
substitute contract, not an executory accord [wherein obligations
under the original contract continue until subsequent contract is
completed," Mr. Shaiken asserts.

"Beepwear has sued on the Settlement Agreement in claim no. 10335
and accordingly, Beepwear is limited to remedies provided
thereunder for its breach.  Beepwear is not entitled to remedies
under the superseded JMA."

Hence, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to grant them summary judgment and expunge
Claim No. 10345.

                Beepwear Seeks Summary Judgment

Beepwear Paging Products, LLC, asks the Court for partial summary
judgment against SkyTel Corporation holding that:

   (a) the Debtors' rejection of the Joint Marketing Agreement
       and the Settlement Agreement constitutes breach of the
       Agreements which, in turn, gave rise to a valid unsecured
       claim for damages; and

   (b) the Debtors' breach of the Settlement Agreement reinstated
       Beepwear's claims under the JMA.

Michael S. Davis, Esq., at Zeichner Ellman & Krause, LLP, in New
York, cites that "generally, the rejection of an executory
contract is treated as a breach of that contract and the existing
default gives rise to claim for damages usually in the status of a
prepetition unsecured claim." In re Globe Metallurgical, Inc.,
312 B.R. 34, 39 (Bankr. S.D.N.Y. 2004).

Mr. Davis points out that under Delaware law, if a settlement
agreement for claims arising under an original contract is
breached, then the obligee may enforce either the original duty
under the original agreement or the subsequent duty under the
settlement agreement.  Mr. Davis reminds the Court that both the
JMA and the Settlement Agreement are "governed by and construed
with the laws of the State of Delaware."

By virtue of the Settlement Agreement, an accord or agreement of
compromise, was created between SkyTel and Beepwear.  Mr. Davis
asserts that since SkyTel failed to satisfy the accord, SkyTel has
reinstated Beepwear's original claim under the JMA.

The fact that the Settlement Agreement expressly provides that the
"terms of the Joint Marketing Agreement are unchanged and shall
remain in full force and effect" further evidences the parties'
intent that the terms of the JMA -- and therefore, Beepwear's
right to sue SkyTel for damages for breach of the JMA -- remained
in effect pending SkyTel's satisfaction of the Settlement
Agreement, Mr. Davis contends.

Mr. Davis further asserts that the Debtors should be precluded
from asserting any rights or benefits derived from the Settlement
Agreement -- including the argument that Beepwear is limited to
damages under the Settlement Agreement -- because they have
rejected the Settlement Agreement effective November 2002.

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)


* Hurricane Katrina Disrupts Courts, Cases, Law Firms & Mail
------------------------------------------------------------
The aftermath of Hurricane Katrina has disrupted operations at
seven U.S. Federal Courts:

* United States Court of Appeals for the Fifth Circuit
* U.S. Bankruptcy Court for the Eastern District of Louisiana
* U.S. District Court for the Eastern District of Louisiana
* U.S. Bankruptcy Court for the Southern District of Mississippi
* U.S. District Court for the Southern District of Mississippi
* U.S. Bankruptcy Court for the Southern District of Alabama
* U.S. District Court for the Southern District of Alabama

The Courts' Web sites, PACER systems, and CM/ECF systems are off
line, except the U.S. District Court for the Eastern District of
Louisiana.  Though the District Court in New Orleans is located at
500 Poydras Street, its Web server isn't.  That Court's Web site
at http://www.laed.uscourts.gov/displays a message saying:

       DUE TO HURRICANE KATRINA, THE U.S. DISTRICT
       COURT IS CLOSED THRU TUESDAY AUGUST 30, 2005.
       PLEASE CONTINUE TO CHECK THIS WEB SITE FOR
       UPDATED INFORMATION.

The Administrative Office of the U.S. Courts has no information
about how, when or where operations in the affected courts will
resume.

The largest chapter 11 cases pending in these in the affected
bankruptcy courts are:

     Eastern District of Louisiana:

        * BDL LLC
        * Cabbage Alley Partnership
        * Computer Support Associates, Inc.
        * Fair Grounds Corp
        * Global Environmental Energy Corp
        * Hill City Oil Co Inc
        * Meal Solutions I LLC
        * Miller Excavating Service Inc
        * NetVoice Technologies Corp
        * Old Dixie Produce & Packaging Inc
        * Torch Offshore Inc
        * Valentine Paper Inc

     Southern District of Mississippi:

        * Friede Goldman Halter Inc
        * GB Smith Corp aka GB Boots Smith Corp
        * Mississippi Chemical Corp
        * Sorey Farms Inc
        * Thames Investment Inc

     Southern District of Alabama:

        * Allied Cos Inc
        * American Candy Co
        * Consumer Guaranty Corp
        * GLD Inc
        * Henry Marine Service Inc
        * Lodge Associates Ltd
        * Mobile Energy Services Co LLC
        * Mobile Pulley, LLC

The largest law firms with offices under water in New Orleans are:

   * Adams and Reese LLP
   * Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
   * Breazeale, Sachse & Wilson, L.L.P.
   * Chaffe, McCall, Phillips, Toler & Sarpy, L.L.P.
   * Deutsch, Kerrigan & Stiles, L.L.P.
   * Fisher & Phillips LLP
   * Forman Perry Watkins Krutz & Tardy LLP
   * Frilot, Partridge, Kohnke & Clements, L.C.
   * Galloway, Johnson, Tompkins, Burr & Smith, a P.L.C.
   * Irwin Fritchie Urquhart & Moore LLC
   * Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP
   * Kean Miller Hawthorne D'Armond McCowan & Jarman, L.L.P.
   * Lemle & Kelleher, L.L.P.
   * Liskow & Lewis, A Professional Law Corporation
   * Locke Liddell & Sapp LLP
   * McGlinchey Stafford, PLLC
   * Montgomery, Barnett, Brown, Read, Hammond & Mintz, L.L.P.
   * Phelps Dunbar LLP
   * Proskauer Rose LLP
   * Shaw Norton and Degan, LLP
   * Stone Pigman Walther Wittmann L.L.C.
   * Taylor, Porter, Brooks & Phillips, L.L.P.
   * Watkins Ludlam Winter & Stennis, P.A.

"ATTENTION!" Jones Walker says on its Web site.  "Our New Orleans
Office will be closed until the City of New Orleans can recover
from the effects of Hurricane Katrina.  Currently, the city is
without power or water and the firm is unable to reopen its New
Orleans offices at this time."  Jones Walker is telling people to
contact its attorneys through its other offices.

McGlinchey Stafford's Web site and Adams and Reese's Web site,
among others, are off line.

Stone Pigman is relocating to the fifth floor of United Plaza
Building 1 located at 4041 Essen Lane in Baton Rouge.  "We
anticipate computer connections and office facilities will be
available by Monday, September 5th," Stone Pigman tells employees
via its Web site, adding that Firm lawyers can be reached in the
interim at the Long Law Firm at (225) 922-5110.  Phil Wittmann
says "Barry Ashe, Nacy Claypool, Birchey Butler, Janine Sylvas,
and I are in Baton Rouge and open for business as usual,"
indicating that firm's disaster plan worked.

The United States Postal Service says that its officials in the
Southwest and Southeast areas continue to assess the impact of
Hurricane Katrina on postal operations in Louisiana, Alabama,
Mississippi and Florida.  Because of the inaccessibility of some
areas, a full determination of Katrina's long-term service impacts
has not been completed. Every effort is being made to restore
retail and delivery service where possible and where it can be
done safely.

As of yesterday morning, Express Mail Service is suspended until
further notice in these areas:

     ZIP Code Range     City & State
     --------------     ------------
     36500 to 36699     Mobile, Alabama
     36900 to 39399     Meridian, Mississippi
     39400 to 29499     Hattiesburg, Mississippi
     39500 to 39599     Gulfport, Mississippi
     39600 to 39699     McComb, Mississippi
     70000 to 70199     New Orleans, Louisiana
     70300 to 70399     Houma, Louisiana
     70400 to 70499     Mandeville, Louisiana

The Postal Service provides service updates on its Web site at:

     http://www.usps.com/communications/news/serviceupdates.htm

The Postal Service's New Orleans Processing and Distribution
Center suspended all operations at noon Sunday, on Aug. 28.
Retail and delivery services have been suspended since Monday,
Aug. 29, for all offices in ZIP Codes 700, 701 and 704.

FedEx services and operations, including pick-ups, deliveries and
retail locations, are significantly impacted with very limited
access to conduct business in coastal and inland areas of Alabama,
Florida, Louisiana and Mississippi affected by Hurricane Katrina.
FexEd recommends that shippers contact recipients prior to
shipment to determine if they are receiving deliveries.  United
Parcel Service has the same recommendation.

                          *********

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 ***