TCR_Public/050906.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, September 6, 2005, Vol. 9, No. 211

                          Headlines

ACCESS WORLDWIDE: Sells Convertible Notes & Warrants for $2.26MM
ADELPHIA COMMS: Dist. Court Dismisses Some Claims v. Ex-Directors
ADVOCAT INC: Buys Briarcliff Health Care for $6.7 Million
ALLIED HOLDINGS: Committee Hires Bingham McCutchen as Lead Counsel
ALLIED HOLDINGS: Committee Retains Chanin as Financial Advisor

ALLIED HOLDINGS: Three Shareholders Want Official Equity Committee
ALLMERICA FINANCIAL: S&P Places B-Rated Certificates on Watch
AMERICAN NATURAL: TransAtlantic Buys 2.4 Mil. Shares for $268,456
ANCHOR GLASS: Salem Officials Want Local Plant to Remain Open
ANCHOR GLASS: U.S. Trustee Names 7-Member Creditors Committee

ANCHOR GLASS: Unimin Wants Decision on Contract by October 9
AOL LATIN: Bankr. Court Sets October 28 Claims Bar Date
AOL LATIN: Wants Court Nod on Lease Amendment & Sublease Deal
ARLINGTON HOSPITALITY: Gets Interim Nod to Obtain $6M DIP Funding
ARLINGTON HOSPITALITY: Taps Shefsky & Froelich as Special Counsel

ARLINGTON HOSPITALITY: Taps Chanin Capital as Investment Banker
ARMSTRONG WORLD: Gets $20-Mil from Interface Private Equity Merger
ARVINMERITOR INC: Fitch Puts BB+ Rating on $150-Mil 7-1/8% Notes
ASARCO LLC: Encycle Units Want Until October 25 to File Schedules
ASARCO LLC: Meeting of Creditors Slated for September 14

BELL CANADA: Ontario Court OKs Pact Resolving $250MM Class Suit
CARRIER ACCESS: Delays Filing of 1st & 2nd Quarter 2005 Financials
CENTRAL PARKING: Declares Regular Preferred Quarterly Dividend
CINCINNATI BELL: Completes Repurchase of 16% Senior Sub. Notes
COLLINS & AIKMAN: Wants Plan-Filing Period Stretched to Feb. 2006

COLLINS & AIKMAN: Assembles New Mgt. Team Headed by Frank Macher
COLLINS & AIKMAN: JPMorgan Asks Court to Deny JCI Set-Off
COLUMBUS MCKINNON: Completes 8-7/8% Private Debt Placement
CONCENTRA OPERATING: S&P Rates Proposed $675 Million Debt at B+
CONSOLIDATED COMMS: Moody's Affirms $425 Million Loan's B1 Rating

CORRECTIONS CORP: Moody's Ups Senior Unsecured Debt Rating to Ba3
CREDIT SUISSE: Fitch Puts BB+ Rating on Two Certificate Classes
CSK AUTO: Earns $21.1 Million of Net Income in Second Quarter
DADE BEHRING: Inks Pact to Acquire Certain Ranbaxi Lab Assets
DOMINO'S INC: S&P Raises Corporate Credit Rating to BB- from B+

DS WATERS: Moody's Junks $480 Million Sr. Sec. Credit Facility
ETOYS: Court Nixes Collateral Logistics' $783,500 Admin. Claim
FLINTKOTE CO: Has Until December 29 to File Chapter 11 Plan
FLINTKOTE CO: Has Until Feb. 27 to Decide on Headquarter Lease
GENERAL MOTORS: Foreign Raw Material Purchases Help Cut Costs

GOLDSTAR EMERGENCY: Has Until October 24 to File Chapter 11 Plan
GOLDSTAR EMERGENCY: Wants Thousands of Medicare Claims Paid
GOLDSTAR EMERGENCY: U.S. Trustee to Meet Creditors on Sept. 27
HARRIS CORP: Leitch Acquisition Prompts Moody's to Hold Ratings
HOLLINGER INTERNATIONAL: Will Restate 2000 to 2003 Financials

INDOSUEZ CAPITAL: Moody's Withdraws $36 Million Notes' Ba3 Rating
JULION STREETER: Case Summary & 20 Largest Unsecured Creditors
KEYS RESORT: Case Summary & 9 Largest Unsecured Creditors
KMART CORP: Elfriede Austin Wants Company Held in Contempt
KMART CORP: Discovery Battle Brews Over Philip Morris & HNB Claims

LEHMAN MANUFACTURED: Interest Shortfall Cues Fitch to Cut Ratings
LEVITZ HOME: S&P Withdraws Junks Corporate Credit & Notes Ratings
MCI INC: Deephaven Capital Solicits Proxies to Vote Against Merger
MED GEN: Board & NASDAQ Okays 20:1 Reverse Split of Common Shares
MERITAGE HOMES: Completes $56.6 Million Greater Homes Acquisition

MERRILL CORP: Moody's Upgrades $146 Million Notes' Ratings to B3
METABOLIFE INT'L: Committee Hires Brown Rudnick as Co-Counsel
METABOLIFE INT'L: Panel Taps Baker & McKenzie as Co-Counsel
METABOLIFE INT'L: Committee Wants Seneca as Financial Advisor
MIRANT CORP: Wants Metromedia Arbitration Award Agreement Approved

MIRANT CORP: Creditors Panel Wants Suit v. Ex-Directors Dismissed
MIRANT CORP: Wants to Reject Water & Support Services Agreement
MMRENTALSPRO LLC: Taps Henderson Hutcherson as Accountant
MOLECULAR DIAGNOSTICS: D. Weissberg Replaces D. O'Donnell as CEO
N&B EXPRESS: Case Summary & 26 Largest Unsecured Creditors

NATIONAL VISION: 85.1% of Stockholders Tender Shares in Merger
NORTHWEST AIR: Expects More Losses & Repeats Bankruptcy Warning
NORTHWEST AIRLINES: Wants More Concessions from Pilots' Union
ORECK CORP: Katrina's Aftermath Cues Moody's to Review B1 Ratings
PANOLAM INDUSTRIES: S&P Junks $150 Million Subordinated Notes

PARIS DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors
PINNACLE ENTERTAINMENT: Fitch Puts Debt Ratings on Watch Negative
PLYMOUTH RUBBER: Plans to Shut Down Manufacturing Plant in Mass.
REMEC INC: Powerwave Completes $144.7M Stock & Cash Asset Purchase
SEASPECIALTIES INC: Voluntary Chapter 11 Case Summary

SEPRACOR INC: Registers $500 Million Convertible Notes for Resale
SHADE INC: Case Summary & 20 Largest Unsecured Creditors
SILVER TERRACE: Case Summary & 20 Largest Unsecured Creditors
SIRIUS SATELLITE: Raising $500-Mil from Various Securities Offers
SOLUTIA INC: Objects to Jessie Hawes Jones' Multi-Million Claim

SPX CORP: Moody's Upgrades Senior Notes' Ratings to Ba2 from Ba3
STELCO INC: Continues Discussions with Stakeholders on CCAA Plan
STELCO INC: Monitor Wants Stay Period Stretched to September 23
SUN HEALTHCARE: CareerStaff Unit Borrows $4.1MM to Buy ProCare
TENET HEALTHCARE: Completes $27-Mil Sale of Brotman Medical Unit

TEREX CORP: Moody's Revises Outlook on Low-B Rating to Negative
TRINSIC INC: Stock Issuance Prompts Nasdaq's Deficiency Notice
TRUMP HOTELS: Has Until Sept. 7 to Object to NJSEA Claims
TRUMP HOTELS: Has Until Oct. 12 to Brief Court on Distribution
TYCO INTERNATIONAL: Moody's Reviews (P)Ba3 Preferred Stock Rating

UNITED RENTAL: Moody's Junks Senior Sub. Debt & Preferred Shares
US AIRWAYS: Court Approves PBGC Claims Settlement Agreement
VALERO ENERGY: Reports Final Election Results for Premcor Merger

* AccuVal Welcomes Eight New Professionals
* David Huebner Joins Sheppard Mullin's Los Angeles Office

* Large Companies with Insolvent Balance Sheets


                          *********

ACCESS WORLDWIDE: Sells Convertible Notes & Warrants for $2.26MM
----------------------------------------------------------------
Access Worldwide Communications, Inc., issued and sold to
accredited investors convertible promissory notes with
attached warrants for an aggregate principal purchase price of
$2.255 million.

The sale of the underlying shares was exempt from registration
under the Securities Act of 1933 as a private offering to
accredited investors under Section 4(2) of the Securities Act and
Rule 506 of Regulation D.

The Notes mature the earlier of:

   (a) the conversion event,
   (b) 36 months from the closing date; or
   (c) a change of control;

in any case, only after

   -- all amounts due under the Company's institutional debt have
      been indefeasibly paid in full in cash; or

   -- the holder of the Company's institutional debt consents in
      writing to the repayment of the principal amount and all
      fees and accrued and unpaid interest.

                        Conversion Event

The Notes automatically convert upon the conversion event, which
is when the Company's stockholders vote to amend the Company's
Amended and Restated Certificate of Incorporation, to increase the
authorized shares of Company Common Stock, par value $0.01 from
20 million to not less than 35 million.  The Notes will convert to
Common Stock at a conversion ratio of 2 shares of Common Stock for
each U.S. dollar invested in the principal price of the Notes.

                           The Warrant

In addition, the Company will issue to each holder of the Notes
one Warrant for every Note.  The Warrants have an exercise price
of $0.75 per share and vest on the completion of:

   (a) the holder paying to the Company his principal amount for
       the Notes, and

   (b) the Conversion Event.

The Warrants will remain exercisable until 10 years from the
vesting date.

If the Conversion Event does not take place, the Company will pay
to holders of the Notes the principal amount of the Notes and an
additional 20% non-conversion fee upon written consent of the
Company's institutional lender during maturity.  On maturity,
interest will begin to accrue at a 15% annual rate of the Face
Value of the Notes until the time as all principal, fees, and
interest are paid in full.  The interest will be paid to holders
quarterly in arrears provided that the Company is in compliance
with its loan covenants under its credit agreement with its
institutional lender.

Access Worldwide Communications, Inc., is an outsourced marketing
services company that provides a variety of sales, education and
communication programs to clients in the medical, pharmaceutical,
telecommunications, financial services, insurance and consumer
products industries.  

As of June 30, 2005, Access Worldwide's balance sheet reflected a
$3,864,961 equity deficit, compared to a $3,865,118 deficit at
Dec. 31, 2004.


ADELPHIA COMMS: Dist. Court Dismisses Some Claims v. Ex-Directors
-----------------------------------------------------------------
Erland E. Kailbourne, Dennis Coyle, Pete Metros -- Audit
Committee Members -- and Leslie Gelber, all former members of the
Board of Directors of Adelphia Communications Corp., asked the
U.S. District Court for the Southern District of New York to
dismiss, on limitations grounds, various claims in these actions:

    -- Consolidated Class Action, In re: Adelphia Communications
       Corp. Securities and Derivatives Litigation, MDL Docket No.
       1529; and

    -- four individual actions:

          * LACERA (03-CV-5750);
          * NYCERS (03-CV-5789);
          * N.J. Div. (03-CV-7300);
          * Stocke, (03-CV-5772)(03-CV-5754); and
          * Franklin (03-CV-5751).

The District Court granted in part and denied in part the Outside
Directors' motion as to these claims:

1. LACERA

    a. Section 11 Claim Against Mr. Kailbourne

       The Section 11 claim against Mr. Kailbourne is based on the
       contents of a May 1999 Registration Statement, which
       statement governed three securities transactions:

       -- the November 2009 Bonds,
       -- the 2010 Bonds, and
       -- the 2011 Bonds.

       The November 2009 Bonds were issued pursuant to a
       prospectus filed on November 12, 1999, and the 2010 Bonds,
       pursuant to a prospectus filed on September 18, 2000.
       Because the Section 11 claim was filed in December 2003,
       more than three years after the effective date of the
       documents governing the November 2009 Bonds and the 2010
       Bonds, the Court dismisses the claim is untimely as to both
       of those transactions.

       However, the Court finds the claim as timely as to the 2011
       Bonds.  The 2011 Bonds, Judge McKenna explains, were issued
       pursuant to a prospectus filed on June 8, 2001, and the
       transaction was first challenged on December 2003, less
       than three years after the Section 11 claim accrued.

    b. Section 11 Claim Against the Audit Committee Members

       The Section 11 claim against the Audit Committee Members is
       based on "offerings issued from 1/99 to 4/99. . . ."  Based
       on its review, the District Court assumes that the Outside
       Directors were referring to the January 2009 Bonds and the
       May 2009 Bonds.

       The January 2009 Bonds were issued pursuant to a February
       1999 Registration Statement, and the May 2009 Bonds were
       issued pursuant to the March 1999 Registration Statement.
       The complaint alleges that some type of supplement to the
       February 1999 Registration Statement was filed on May 12,
       1999, and that some type of supplement to the March 1999
       Registration Statement was filed on April 20, 1999.

       The Section 11 claim against Messrs. Metros and Coyle was
       first asserted in November 2002.  Because it was filed more
       than three years after the filing of all relevant governing
       documents, Judge McKenna declares it as time-barred.

    c. The Section 18 Claim Against the Audit Committee Members

       The Section 18 claim against the Audit Committee is based
       on the filing of allegedly false and misleading SEC Form
       10-Ks for the years ending 1999 and 2000.  The 1999 10-K
       was filed on March 30, 2000, while the 2000 10-K was filed
       on April 2, 2001.

       Judge McKenna makes it clear that a cause of action under
       Section 18 accrues only when the purchase or sale of
       securities for which damages are sought has taken place.

       The Section 18 claim was first asserted in the amended
       LACERA pleading on December 22, 2003.  Thus, the Court
       concludes that the claim is timely under the three-year
       limitations period if based on securities purchases on or
       after December 22, 2000.

       As to the Form 10-K filed on March 30, 2000, the District
       Court dismisses the claim as time-barred to the extent that
       it is based on purchases made from that date through
       December 21, 2000.  As to the Form 10-K filed on April 2,
       2001, any purchases relying on that document necessarily
       occurred after December 21, 2000, and thus the Section 18
       claim is timely to the extent that it challenges that
       document, Judge McKenna rules.

2. NYCERS

    a. Section 11 Claim Against the Audit Committee Members

       The Outside Directors challenge a Section 11 claim against
       the Audit Committee Members to the extent that it is based
       on securities offerings "from 6/99 to 11/99."  The District
       Court assumes, based on the complaint, that the challenged
       offerings are the "June 1999 Offering," the "November 1999
       Offering," and the "Century Merger."

       Substantially similar Section 11 claims asserted by NYCERS
       against a different defendant group were previously
       addressed by the Court and found untimely in the July 18
       Order.  The reasoning articulated in that order requires a
       finding that the Section 11 claim challenged is untimely as
       to the June 1999 and November 1999 Offerings, or the
       Century Merger.

    b. Section 18 Claim Against the Audit Committee Members

       The Section 18 claim against the Audit Committee Members
       was originally asserted in an amended complaint filed on
       December 22, 2003.  Judge McKenna dismisses the claim as
       time-barred under the three-year limitations period to the
       extent that it arose out of securities purchases occurring
       before December 22, 2000.

3. N.J. Div.

    A Section 18 claim is asserted against the Audit Committee in
    the N.J. Div. Amended Complaint, filed on December 22, 2003.
    The applicable period is the five-year extended limitations
    period.  Because the claim was first asserted on December 22,
    2003, the District Court finds it as timely to the extent it
    is based on purchases made on or after December 22, 1998, and
    barred to the extent that it is based on purchases made before
    that date.

4. Franklin

    a. Section 11 Claim Against Mr. Kailbourne

       The Section 11 claim against Mr. Kailbourne challenges
       three securities offerings:

       -- the 2006 Bonds,
       -- the 2010 Bonds, and
       -- the 2011 Bonds.

       The 2006 Bonds and 2011 Bonds were issued pursuant to a May
       1999 Registration Statement, as well as prospectus
       supplements filed on January 18, 2001, and June 8, 2001.
       Because the Section 11 claim against Mr. Kailbourne was
       first asserted on December 23, 2002, less than three years
       after it accrued as to both offerings, Judge McKenna
       determines that the claim is timely to the extent it
       challenges the 2006 or 2011 Bonds.

       The 2010 Bonds were issued pursuant to a May 1999
       Registration Statement and a Prospectus Supplement filed on
       September 18, 2000.  Judge McKenna dismisses the Section 11
       claim as time-barred because the claim was filed on
       December 22, 2003, more than three years after the claim
       accrued.

    b. Section 11 Claim Against the Audit Committee Members

       The Outside Directors challenge a Section 11 claim against
       the Audit Committee Members based on "offerings issued
       4/99."  Based on a review of the complaint, the District
       Court assumes that the 2009 Bonds are at issue, in that
       they were offered pursuant to a March 1999 Registration
       Statement and a Prospectus filed on April 26, 1999.

       Because the Section 11 claim was first asserted in November
       2002, more than three years after it accrued, Judge McKenna
       dismisses the claim as time-barred.

    c. Section 18 Claim Against the Audit Committee Members

       The Section 18 claim against the Audit Committee Members is
       based on allegedly false and misleading documents filed
       with the SEC, "including the Form 10-K filings for 1999 and
       2000," filed on March 30, 2000, and April 2, 2001.

       The claim was first asserted in the amended pleading
       filed on December 23, 2003.  The parties did not identify
       the purchase dates relevant to the claim.  However, because
       plaintiffs had three years from the date of purchase to
       file the claim, the District Court rules that the claim is
       time-barred to the extent it is based on purchases made
       before December 22, 2000.

5. Stocke

    a. Section 10(b) Claim Against the Outside Directors

       The Section 10(b) claim was first asserted in a Dec. 22,
       2003, amended pleading.  The District Court dismisses the
       claim because the claim is barred to the extent that it
       arises out of purchases made before December 22, 2000.

    b. Section 20 Claim Against the Outside Directors

       The limitations period governing the Section 20 claim is
       the same period which governs the Section 10(b) claim,
       Judge McKenna says.  Accordingly, the Court also finds the
       Section 20 Claim as time-barred.

6. Consolidated Class Action

    The Outside Directors argue that to the extent the Class
    Action asserts Section 10(b) claims against defendants based
    on purchases or sales made more than three years before the
    claims were brought, these claims are barred by the three-year
    statute of repose.

    The District Court agrees with the Outside Directors'
    contentions.  Accordingly, Judge McKenna dismisses the claims
    as time-barred.

A full-text copy of Judge McKenna's Memorandum and Order is
available for free at:

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

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)


ADVOCAT INC: Buys Briarcliff Health Care for $6.7 Million
---------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) closed its purchase of the
Briarcliff Health Care Center, a 120-bed skilled nursing facility
in Oak Ridge, Tennessee.  Advocat operated the Briarcliff facility
under a lease agreement since 1990.  The lease was to expire in
February 2006.  Advocat purchased the nursing home for
approximately $6.7 million with financing provided by a commercial
finance company.  The lease agreement was terminated effective
with the purchase.

Advocat Inc. -- http://www.irinfo.com/avc-- provides long-term    
care services to nursing home patients and residents of assisted  
living facilities in nine states, primarily in the Southeast.

                         *     *     *   

As reported in the Troubled Company Reporter on Apr. 25, 2005,   
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s   
ability to continue as a going concern after it audited the   
Company's financial statements for the year ended Dec. 31, 2004.   

The Company incurred operating losses in two of the three years in   
the period ended December 31, 2004, and although the Company   
reported a profit for the year ended December 31, 2004, that   
profit primarily resulted from non-cash expense reductions caused   
by downward adjustments in the Company's accrual for self-insured   
risks associated with professional liability claims.


ALLIED HOLDINGS: Committee Hires Bingham McCutchen as Lead Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Holdings,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Northern District of Georgia for authority to retain Bingham
McCutchen LLP, as its lead counsel, nunc pro tunc to Aug. 5, 2005.

The Committee believes that Bingham well suited for the type of
representation it requires.  The Committee notes that Bingham has
both a national and international practice, with more than 850
lawyers in 11 offices throughout the United States, as well as in
London and Tokyo, and has experience in all aspects of the law
that may arise in the Debtors' Bankruptcy Cases.  The Committee
adds that Bingham's attorneys have played significant roles in
many of the largest and most complex cases under the Bankruptcy
Code.

Anand Desai, a member of Eton Park Capital Management and chair
of the Committee, tells the Court that Bingham has specific
experience with the Debtors.  Prior to the Petition Date, Bingham
represented an ad hoc committee of 8.625% Senior Notes due 2007
issued by Allied Holdings, Inc.  The members of the Ad Hoc
Bondholders Committee were holders of approximately 80% of the
8.625% Notes.  In the course of that representation -- June 10,
2005, through the Petition Date -- Bingham reviewed and analyzed
the Debtors and their operations.

As lead counsel to the Committee, Bingham will:

    a. provide legal advice with respect to its rights, powers,
       and duties in the Debtors' Chapter 11 Cases;

    b. represent it at all hearings and other proceedings;

    c. advise and assist its discussions with the Debtors and
       other parties-in-interest, as well as professionals
       retained by any of the parties, regarding the overall
       administration of the Bankruptcy Cases;

    d. assist it in analyzing the claims of the Debtors' creditors
       and in negotiating with those creditors;

    e. assist with its investigation of the assets, liabilities,
       and financial condition of the Debtors and of the
       operations of the Debtors' businesses;

    f. assist it in the analysis of, and negotiations with, the
       Debtors or any third party concerning matters related to,
       among other things, formulating the terms of a plan or
       plans of reorganization for the Debtors;

    g. assist and advise it with respect to communications with
       the general creditor body regarding matters in the
       Debtors' Chapter 11 cases;

    h. review and analyze all pleadings, orders, statements
       of operations, schedules, and other legal documents;

    i. prepare on its behalf all pleadings, orders, reports and
       other legal documents as may be necessary in furtherance of
       its interests and objectives; and

    j. perform all other legal services which may be necessary and
       proper for it to discharge its duties in the Bankruptcy
       Cases and any related proceedings.

Bingham's standard hourly rates for calendar year 2005 are:

        Partners                   $425 - $785
        Counsel & Associates       $220 - $710
        Paralegals                 $120 - $300

Anthony J. Smits, Esq., a partner at Bingham, assures the Court
that neither Bingham, nor any of its partners, counsel or
associates, hold or represent any interest adverse to the Debtors
and that Bingham is a 'disinterested person' as that phrase is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts.  (Allied Holdings Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Committee Retains Chanin as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Holdings,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Northern District of Georgia for permission to employ Chanin
Capital Partners, LLC, as its financial advisor, nunc pro tunc to
August 5, 2005.

The Committee believes that Chanin possesses substantial expertise
in debtors' and creditors' rights, bankruptcy matters and business
reorganizations.

As the Committee's financial advisor, Chanin will:

    (a) review and analyze the Debtors' financial and operating
        statements;

    (b) evaluate the Debtors' assets and liabilities;

    (c) review and analyze the Debtors' business and financial
        projections;

    (d) evaluate the Debtors' debt capacity and liquidity position
        in light of its projected cash flows, including various
        financing alternatives available to the Debtors;

    (e) assist in the determination of an appropriate capital
        structure for the Debtors;

    (f) determine a theoretical range of values for the Debtors on
        a going concern basis;

    (g) advise the Committee on tactics and strategies for
        negotiating with the Debtors and other purported
        stakeholders;

    (h) render financial advice to the Committee and participate
        in meetings or negotiations with the Debtors and other
        purported stakeholders in connection with any
        Restructuring Transaction;

    (i) assist the Committee in preparing documentation required
        in connection with the Restructuring Transaction;

    (j) prepare, analyze and explain a plan of reorganization to
        the various constituencies;

    (k) provide the Committee with other appropriate general
        restructuring advice; and

    (l) provide expert testimony in Bankruptcy Court with respect
        to the Restructuring Transaction and related transactions.

Pursuant to an August 5, 2005, Engagement Letter entered into by
the parties, Chanin will be paid a $100,000 monthly advisory fee.
Chanin will also be paid a deferred fee upon consummation of a
restructuring transaction.  The Deferred Fee will be calculated
as 1% of the total consideration in excess of $52.5 million, and
will be payable in kind at closing on the effective date of the
Restructuring Transaction.  The firm will also be reimbursed for
out-of-pocket expenses incurred in connection with its engagement
by the Committee.

Chanin professionals that will have primary responsibility for
representing the Committee are:

    1. Russell Belinsky, Senior Managing Director;
    2. Richard Morgner, Managing Director;
    3. Brian Cullen, Vice President;
    4. Anurag Kapur, Vice President;
    5. Anjan Chatterjee, Senior Advisor;
    6. Sanjeev Varma, Senior Advisor;
    7. Mark Catania, Associate;
    8. John Cesarz, Associate; and
    9. Daniel Shainberg, Analyst.

According to Anand Desai, a member of Eton Park Capital
Management, L.P., and chair of the Committee, Chanin has advised
the Committee that it is not the general practice of financial
advisory firms to keep detailed time records similar to those
customarily kept by attorneys.  Although Chanin does not charge
for its services on an hourly basis, Chanin nevertheless will
maintain records of time, in increments of one-half of an hour,
spent by its professionals.  In addition, apart from the time
recording practices, Chanin's restructuring personnel do not
maintain their time records on a "project category" basis.  "To
have Chanin recreate the time entries for its restructuring
personnel would be unduly burdensome and time-consuming," Mr.
Desai says.

In this regard, the Committee asks the Court to authorize Chanin
to file fee applications in accordance with the "streamlined"
time recording practices.

Russell A. Belinsky, Chanin's senior managing director, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Three Shareholders Want Official Equity Committee
------------------------------------------------------------------
Guy W. Rutland, III, Guy W. Rutland, IV and Robert J. Rutland ask
the U.S. Bankruptcy Court for the Northern District of Georgia to
direct the U.S. Trustee to appoint a committee of Allied Holdings,
Inc.'s equity security holders.

As of March 5, 2005, the Rutlands are holders of about 30% of
Allied Holdings, Inc.'s outstanding common stock:

    Holder                        Beneficial Ownership
    ------                        --------------------
    Robert J. Rutland                     12.6%
    Guy W. Rutland, III                    9.5%
    Guy W. Rutland, IV                     7.3%

Section 1102(a)(2) of the Bankruptcy Code provides that on request
of a party-in-interest, the Court may order the appointment of
additional committees of equity security holders if necessary to
assure their adequate representation.  The United States Trustee
appoints the committee.

Gus H. Small, Esq., at Cohen Pollock Merlin Axelrod & Small, in
Atlanta, Georgia, relates that the appointment of an official
committee of equity security holders often occurs in bankruptcy
cases involving large publicly traded companies where the debtor
is not hopelessly insolvent.  The legislative history behind the
provision, Mr. Small continues, indicates that one of the purposes
of the legislation is to "counteract the natural tendency of a
debtor in distress to pacify large creditors, with whom the debtor
would expect to do business, at the expense of small and scattered
public investors."

Mr. Small points out that numerous bankruptcy courts adopt a
three-part test, which requires a case-by-case analysis of these
factors:

    1) number of shareholders;

    2) the complexity of the case; and

    3) whether the cost of the additional committee significantly
       outweighs the concern for adequate representation.

According to Mr. Small, there are a sufficient number of shares
and shareholders to warrant the appointment of an official
committee of equity security holders.  The equity security holders
in Allied Holdings' case have legitimate interests which need to
be, and were intended to be, adequately represented under Section
1102 of the Bankruptcy Code, Mr. Small asserts.

"The assurance that the equity security holders' interests are
adequately represented through an official committee outweighs the
costs of such a committee," Mr. Small notes.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLMERICA FINANCIAL: S&P Places B-Rated Certificates on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on two
synthetic transactions related to Allmerica Financial Corp. on
CreditWatch with positive implications.
     
These actions follow the Aug. 22, 2005, placement of Allmerica
Financial Corp.'s preferred stock (issued by AFC Capital Trust I)
on CreditWatch with positive implications.
     
The ratings on both of the swap-independent synthetic transactions
are weak-linked to the underlying collateral, preferred stock
issued by AFC Capital Trust I.  The CreditWatch placements reflect
the current credit quality of the underlying securities.
     
A copy of the Allmerica Financial Corp.-related research update,
"Research Update: Allmerica Financial Corp. And Affiliate 'BB'
Ratings Placed On CreditWatch Positive," dated Aug. 22, 2005, is
available on RatingsDirect, Standard & Poor's Web-based credit
analysis system.
    
Ratings placed on creditwatch positive:
    
                PreferredPLUS Trust Series ALL-1
           $48 Million Trust Certificates Series ALL-1
            
                                 Rating
                   Class   To             From
                   -----   --             ----
                   A       B/Watch Pos    B
                   B       B/Watch Pos    B
   
               CorTS Trust For AFC Capital Trust I
  $36MM Corporate-Backed Trust Cecurities (CorTS) Certificates
                          Series 2001-19

                                 Rating
                   Class   To             From
                   -----   --             ----
                   A       B/Watch Pos    B


AMERICAN NATURAL: TransAtlantic Buys 2.4 Mil. Shares for $268,456
-----------------------------------------------------------------
TransAtlantic Petroleum Corp. (TSX:TNP.U) has purchased 2,237,136
shares of American Natural Energy Corporation for $268,456, and
was effectively paid by an offset of monies owed by ANEC to
TransAtlantic in respect of oil and gas interests held by
TransAtlantic in properties operated by ANEC.

TransAtlantic also owns $3 million principal amount of 8%
convertible secured debentures of ANEC, which are convertible into
20 million common shares of ANEC at a price of $0.15 per share.
The common shares acquired on the private placement and the shares
issuable on conversion of the debentures would aggregate
22,237,136 common shares of ANEC, which would represent 32.5% of
the issued and outstanding common shares of ANEC if TransAtlantic
converted all of its debentures into common shares of ANEC and no
other debentures were converted (or 17.8% if all debenture holders
converted their debentures to common shares).

However, in the original Debenture offering by ANEC in October
2003, TransAtlantic entered into an undertaking with the TSX
Venture Exchange that it would not convert its Debentures into
ANEC shares to the extent that its holdings of ANEC shares issued
upon conversion of the Debentures would equal or exceed 20% of the
outstanding common shares of ANEC at the time of such conversion.

TransAtlantic acquired and holds the ANEC debentures and common
shares for investment purposes and except as aforesaid has no
current plans to acquire additional securities, or control over
additional securities, of ANEC, although TransAtlantic may acquire
or dispose of securities of ANEC from time to time in the future.

TransAtlantic is engaged in the exploration, development and
production of crude oil and natural gas in Morocco, Turkey and the
USA and is pursuing other selected foreign opportunities.

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

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

                         *     *     *

                      Going Concern Doubt

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

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


ANCHOR GLASS: Salem Officials Want Local Plant to Remain Open
-------------------------------------------------------------
Salem City officials are offering Anchor Glass Container Corp. a
$2 Million financial incentive plan to keep the Company's plant
open, Trish Graber at Today's Sunbeam reports.

According to Ms. Graber, the city sent representatives to Anchor's
headquarters in Tampa, Florida, on Aug. 24, 2005, to offer its
incentive plan.

The plan consists of $430,000 one-time benefit assistance and
$1.5 million to provide on-going savings through grants, plant
improvements and pending legislation, Ms. Graber relates.

Other details of the offer include:

    (1) a pending legislation by Assemblyman Doug Fisher, D-3rd
        District, that would provide a 6% discount on gas taxes
        for the glass industry.  If passed, would mean savings
        of over $700,000 for the Salem plant;

    (2) a city council plan to designate plant property a
        redevelopment zone.  This would enable the city to
        negotiate a Payment in lieu of Taxes.  This measure would         
        mean that the plant would be excluded from paying county
        and school tax.  City tax will also be cut by $50,000;

    (3) reconfiguring water drainage at the plant;

    (4) refinancing of $2 million debt to the Economic Development
        Authority; and

    (5) negotiations with the state Board of Public Utilities in
        lowering distribution costs of electricity and gas.

The Company is also eligible for education and training grants
through the state, Ms. Graber reports.

According to Ms. Graber, city officials are doing everything they
can to prevent the closure of the plant, which could result in a
$250 million loss in revenue for the Salem County.

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: U.S. Trustee Names 7-Member Creditors Committee
-------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21,
appoints seven creditors to the Official Committee of Unsecured
Creditors in Anchor Glass Container Corporation's Chapter 11 case:

   1. Stephen Schreiber
      Assistant Chief Counsel
      Pension Benefit Guaranty Corporation
      1200 K Street, NW
      Washington, DC 20005
      Tel No.: 202-326-4020 Ext. 3759
      Fax No.: 202-326-4112

   2. Scott Douglas Porter
      General Counsel and Secretary
      OCI Chemical Corporation
      Two Corporate Drive, Suite 400
      Shelton, CT 06484
      Tel No.: 203-225-3106
      Fax No.: 203-225-3194

   3. David Mohr
      Temple-Inland Corporate Services
      1300 South MoPac Expressway
      Austin, TX 78746
      Tel No.: 512-434-3929
      Fax No.: 512-434-8051

   4. Elizabeth Dunning
      Chief Financial Officer
      Packaging Dimensions, Inc.
      2300 Raddant Road
      Aurora, IL 60504
      Tel No.: 708-367-4019
      Fax No.: 708-235-0903

   5. Richard Walker, Jr.
      VP, Corporate Counsel and Secretary
      South Jersey Gas Company
      1 South Jersey Plaza
      Folsom, NJ 08307
      Tel No.: 609-567-4000 Ext. 4250
      Fax No.: 609-561-7130

   6. Wally Evans
      President
      Special Shapes Refractory Co., Inc.
      1100 Industrial Boulevard
      Bessemer, AL 35022
      Tel No.: 205-424-5653
      Fax No.: 205-424-3290

   7. Frank H. Markle
      Counsel
      UGI Energy Services, Inc.
      1100 Berkshire Boulevard #305
      Wyomissing, PA 19610
      Tel No.: 610-373-7999
      Fax No.: 610-374-4288

The Committee is represented in the Debtor's case by:

   a. Marcy E. Kurtz, Esq., and Samuel M. Stricklin, Esq., at
      Bracewell & Guiliani LLP, at Dallas, Texas; and

   b. Harley E. Riedel, Esq., at Stichter, Riedel, Blain &
      Prosser, P.A., in Tampa, Florida.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Unimin Wants Decision on Contract by October 9
------------------------------------------------------------
Unimin Corporation asks the U.S. Bankruptcy Court for the Northern
District of Georgia to compel Anchor Glass Container Corporation
to assume or reject a supply contract by October 9, 2005.  Unimin
seeks the Debtor's decision on the executory contract so it can
make its own business plans and receive fair compensation for the
non-default pricing contained in the contract.

As of its bankruptcy petition date, Anchor Glass Container
Corporation was a party to an executory contract with Unimin
Corporation.  Under the contract Unimin is obligated to supply the
Debtor with all of its silica and nepheline syenite needs through
February 28, 2008.  Unimin supplies the Debtor with $70,000 of
silica sand and nepheline syenite daily.

As of the Petition Date, the Debtor was in default of the
Agreement, and the Debtor has not indicated whether or not it
intends to assume or reject the Agreement.

The Debtor owes $1,500,000 to Unimin, James Berman, Esq., at
Zeisler & Zeisler, P.C., in Bridgeport, Connecticut, relates.  
Unimin has been designated as an "essential vendor" by the
Debtor.  

The Agreement provides the Debtor with very favorable pricing
premised on the Debtor's abiding by all of the terms of the
Agreement.  

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AOL LATIN: Bankr. Court Sets October 28 Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
4:00 p.m. on Oct. 28, 2005, as the deadline for all creditors owed
money on account of claims arising prior to June 24, 2005, against
America Online Latin America, Inc., and its debtor-affiliates, to
file their proofs of claim.

Creditors must file written proofs of claim on or before the
Oct. 28 Claims Bar Date and those forms must be actually received
by:

               Bankruptcy Services, LLC
               757 Third Avenue, 3rd Floor
               New York, New York 10017
       
                  Governmental Claims Bar Date

The Hon. Mary Walrath also established 4:00 p.m. on Dec. 21, 2005,
as the deadline for all governmental units owed money by the
Debtors on account of claims arising prior to June 24, 2005, to
file their written proofs of claims.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded   
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


AOL LATIN: Wants Court Nod on Lease Amendment & Sublease Deal
-------------------------------------------------------------
America Online Latin America, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to:

     (i) amend a general office space lease dated Sept. 23, 1999,
         between AOL Management LLC and CYP Owner LLC, as
         successor-in-interest to Cypress Centre LLC; and

    (ii) enter into a sublease agreement with NECC Telecom, Inc.,
         for Suite 400, nunc pro tunc to Aug. 31, 2005.

Under the Lease Amendment, the Debtors seek to reduce
approximately 26,816 rentable square feet being rented pursuant to
the terms of the Lease to approximately 3,522 rentable square feet
by surrendering Suite 400 located at 6600 North Andrews Avenue,
Ft. Lauderdale, Florida, to CYP Owner.  The Debtors tell the Court
that they no longer need the office space after the implementation
of the wind down of their business operations.  

The Debtors are relocating to Suite 300 of the same building with
a reduced monthly rent payment of $6,900 from $68,000.  In
addition, the parties will release each other from all claims
arising on or after Sept. 30, 2005, under the Lease with respect
to Suite 400.

As the lease does not expire until March 2006, the Debtors say it
would stand to save $360,000 in rent reductions over the life of
the lease amendment.

                           Sublease

The Debtors entered into a sublease agreement asking NECC to
relocate to Suite 400 on an immediate basis for a term of 30 days
until the effective date of the Lease Amendment, subject to
Bankruptcy Court approval.  The Debtors will share Suite 400 with
NECC during the month of September until they complete their
relocation to Suite 300.

The sublease does not require NECC to pay any rent to AOL
Management from Aug. 31, 2005, to Sept. 30, 2005.  

The Court will convene a hearing to consider the Debtors' request
at 2:00 p.m. on Sept. 19, 2005.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc., -- http://www.aola.com/-- offers AOL-branded   
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


ARLINGTON HOSPITALITY: Gets Interim Nod to Obtain $6M DIP Funding
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Arlington Hospitality, Inc., and its debtor-affiliates,
permission, on an interim basis to:

   a) obtain post-petition financing pursuant to Sections
      364(c)(1), (2) and (3) of the Bankruptcy Code; and

   b) give Arlington LF, LLC, as the DIP Lender, an administrative
      expense claim allowable under Section  364(c)(1) of the
      Bankruptcy Code having priority over any and all expenses
      and claims specified in any other section of the Bankruptcy
      Code.

                 DIP Financing, Use of DIP Loans
                 & Provisions of the Term Sheet

The Court authorizes the Debtors to obtain an initial loan amount
of up to $6 million under a Revolving Credit Facility.

The Debtors will use the proceeds of the initial Loan Amount to
continue the operation of their businesses, to pay for
administrative claims and postpetition expenses that will be
incurred in the wind-down of their operations and consummate a
proposed sale of substantially all of their assets and to pay for
their payroll and operating expenses.

Other provisions of the Term Sheet:

   a) start date of the Revolver Loan is Sept. 2, 2005, and the
      due date will occur on the earlier of March 1, 2006, or the
      date of the Court order approving the sale of substantially
      all of the Debtors' assets;

   b) a Commitment Fee of $100,000 and a Total DIP Facility
      Funding Fee of $210,000 to be paid immediately;

   c) a 0.5% Unused Line Fee equal of the unused portion of
      the Initial Loan Amount, calculated daily and payable
      monthly in arrears;

   d) a $10,000 per month Loan Servicing Fee, payable in advance
      on the first day of each month, and an Initial Loan Interest
      Rate of three-month LIBOR, plus 7.5% calculated daily and
      payable quarterly in arrears; and

   e) a 3% Default Interest Rate on the Initial Loan Amount and
      a Due Diligence Reimbursement of the lesser of $100,000 or
      actual expenses incurred by Arlington LF in connection with
      due diligence, documentation or making of the DIP Financing.

The Debtors' interim use of the DIP Financing will be in
compliance with the provisions of the Term Sheet and a 14-week
Budget covering the period from Sept. 2, 2005, up to Dec. 2, 2005.

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

      http://bankrupt.com/ArlingtonHospitalityTermSheet.pdf

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

      http://bankrupt.com/ArlingtonHospitalityDIPBudget.pdf

The Court will convene a final financing hearing at 10:30 a.m., on
Sept. 21, 2005, to consider the Debtors' request to approve the
DIP Financing arrangement on a permanent basis.

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. 05-24749), 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: Taps Shefsky & Froelich as Special Counsel
-----------------------------------------------------------------
Arlington Hospitality, Inc., and its debtor-affiliates sought and
obtained permission from the Honorable A. Benjamin Goldgar of the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, to employ Shefsky & Froelich, Ltd., as their
special corporate counsel.

Shefsky & Froelich has been the Debtors' corporate counsel and has
advised them of their obligations as a public company including
any related reporting requirements.

The Debtors want Shefsky & Froelich to continue representing them
in corporate and public company law matters.  

It is also possible that issues may arise where Jenner & Block LLP
has a conflict of interest.  Jenner & Block is the Debtors' lead
bankruptcy counsel.  The Debtors also request authority to employ
Shefsky & Froelich to handle discrete legal matters in which
Jenner & Block may have a conflict of interest.  Shefsky &
Froelich will endeavor not to duplicate the efforts of Jenner &
Block.

Mitchell D. Goldsmith, Esq., a member at Shefsky & Froelich, Ltd.,
discloses the hourly rates of professionals to be engaged:

      Designation                     Hourly Rate
      -----------                     -----------
      Counsel                         $190 - $440
      Paralegals                       $95 - $140

The Debtors believe that Shefsky & Froelich, Ltd., is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

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).  As of March 31, 2005, Arlington Hospitality posted
$99 million in total assets and $94 million in total debts.


ARLINGTON HOSPITALITY: Taps Chanin Capital as Investment Banker
---------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, gave
Arlington Hospitality, Inc., and its debtor-affiliates permission
to employ Chanin Capital LLC as their investment banker.

Chanin provides comprehensive financial advisory and other
consulting services to public and private companies.  The Debtors
believe that Chanin is well qualified to act on their behalf given
the extensive knowledge and expertise of Chanin's professionals as
well as their familiarity with the distressed companies.

Chanin will:

   (a) review and analyze the Debtors' financial and operating
       statements;

   (b) evaluate the Debtors' assets and liabilities;

   (c) review and analyze the Debtors' business and financial
       projections;

   (d) evaluate the Debtors' strategic and financial alternatives;

   (e) determine a range of values for the Debtors and to prepare
       a valuation report to be delivered to the Debtors' Board of
       Directors and the Bankruptcy Court;

   (f) advise the Debtors on tactics and strategies for
       negotiating with the holders of the existing debt
       obligations, other stakeholders and interested parties;

   (g) assist the Debtors in preparing descriptive materials to be
       provided to potential parties to a sale transaction;

   (h) develop, update and review with the Debtors on an ongoing
       basis a list of parties that might participate in a sale
       transaction;

   (i) contact potential parties to a sale transaction;

   (j) assist in evaluating proposals received regarding the sale
       transaction;

   (k) assist the Debtors in preparing descriptive materials to be
       provided to potential lenders and investors;

   (l) develop, update and review with the Debtors on an ongoing
       basis a list of parties that might participate in a
       Financing;

   (m) contact potential lenders and investors;

   (n) assist in evaluating proposals received regarding a
       Financing; and

   (o) provide testimony, as necessary, in any relevant proceeding
       before the Bankruptcy Court.

Richard Morgner, the Managing Director and Head of Mergers and
Acquisitions and Valuation Services at Chanin Capital LLC,
discloses that the Firm will receive a $40,000 monthly advisory
fee starting Aug. 1. 2005.

Chanin will also receive:

   (a) from the sale of substantially all of the Debtors' assets:

       -- 3% of the sales proceeds; or

       -- 1.5% of the sales proceeds, if the Debtors' office
          building located at 2355 South Arlington Heights Road in
          Arlington, Illinois, is included in the transaction;

   (b) 2% of the principal and accrued interest outstanding
       immediately prior to the restructuring transaction that
       includes a change in any of the Debtors' existing debt
       obligations; and

   (c) from financing transactions that includes the assumption or
       elimination of debts, issuance of guarantees and payment
       obligations:

       -- 1.5% of all senior debt securities;

       -- 3% of all non-senior or subordinated debt securities;
          and

       -- 5% of all equity securities.

The Debtors believe that Chanin Capital LLC is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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).  As of March 31, 2005, Arlington Hospitality posted
$99 million in total assets and $94 million in total debts.


ARMSTRONG WORLD: Gets $20-Mil from Interface Private Equity Merger
------------------------------------------------------------------
In a regulatory filing with the Securities Exchange Commission,
Walter T. Gangl, Armstrong Holdings, Inc.'s Deputy General
Counsel, reports that on August 9, 2005, Interface Solutions,
Inc., of which Armstrong World Industries, Inc., held 35%
ownership, concluded its merger with a private equity fund not
affiliated with AWI.  As a consequence of that merger, AWI's
interest in Interface Solutions has been acquired by the buyer.  
Mr. Gangl discloses that AWI has received around

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)


ARVINMERITOR INC: Fitch Puts BB+ Rating on $150-Mil 7-1/8% Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured 'BB+' rating and
Stable Outlook of ArvinMeritor, Inc.  The company has announced an
exchange tender offer for up to $300 million in face amount of its
$499 million 6.8% notes due 2009 and its $150 million 7-1/8% notes
also due 2009.  Fitch has assigned an indicative rating of 'BB+'
and a Stable Outlook to the new issue.  The new debt would mature
in 2015 and has not yet been priced.

The new notes would extend the company's maturity profile, which
would otherwise have significant maturities in 2009.  Prospective
rating actions for ArvinMeritor will depend on the company's
ability to reduce its cost structure and reverse deteriorating
margins in its LVS segment.  This segment has been adversely
affected by production cutbacks, restructuring activities, and
high raw material prices.  

Fitch will also monitor the potential for modest balance sheet
improvement through the sale of non-core assets, raw material cost
pressures, light and heavy vehicle industry production, and the
impact of more stringent diesel air emissions regulations.  The
company's consolidated operating profile has benefited from its
exposure to the heavy-duty truck market, which is expected to
remain strong through at least 2006.  Negative cash flow in 2005
may be offset by asset sales, leading to only modest balance sheet
deterioration for the year.

Weak conditions in the automotive supply business and the high
number of automotive assets available for sale have led
ArvinMeritor to consider offers for individual segments of its
LVA operations.  Nevertheless, the company remains focused on
the sale of noncore assets and has successfully completed
transactions in the current fiscal year, including the Roll Coater
operations for $163 million in November and one LVS exhaust
facility at $34 million in December.

Assuming steadier production volumes in fiscal 2006 for both the
Light Vehicle Systems and Heavy Vehicle Systems groups, margin
should improve due to operating leverage and modest raw material
price relief.  LVS operating leverage should be derived from both
moderately improved and steadier customer production volumes as
well as from previously announced restructuring cost savings.  

HVS should also see modest margin improvement from steel pricing
and operating efficiencies as industry bottlenecks constrained
production in early fiscal 2005.  However, Fitch expects modest
deterioration in HVS industry conditions for fiscal 2007 as more
stringent air emissions regulations take effect.  Production
volumes are expected to decline by a much more moderate rate than
the 50% decline evidenced in the previous trough.  However, Fitch
also recognizes that the industry has already begun to prepare for
the regulations and that the implementation of the new emissions
standards represents an opportunity for ArvinMeritor due to its
presence in this market.

When the current level of emissions regulation was implemented in
2002, truck engine manufacturers were late in getting new product
out for field testing.  As a result, fleet operators did not know
what to expect from the new truck engines in terms of fuel
economy, durability, and maintenance.  This led fleet operators to
modestly prebuy their capacity needs with old-technology diesel
engines, contributing to a protracted cycle trough.  This time
around, the OEMs are currently producing test vehicles, which meet
the emissions standards set for 2007, allowing fleet operators to
get a better understanding of the new technology's capabilities in
advance of the legislated deadline.

ArvinMeritor's sales opportunity arises from its exhaust system
expertise.  The reduction of diesel exhaust emissions focuses on
the level of Nitrous Oxide and Particulate Matter.  Cylinder
compression tuning and exhaust gas recirculation have garnered the
most attention with respect to emissions reduction technology in
the U.S.  However, there are certain limitations that require
engine-makers to utilize some form of exhaust after-treatment,
creating the opportunity for ArvinMeritor to present heavy truck
engine-makers with their technologies.

As a result of the industry's early road-testing and the company's
exhaust expertise, Fitch believes that ArvinMeritor will
experience a decline in HVS volume and margin in 2007 but not to
the degree seen in the previous HVS cycle trough.  In addition,
LVS cost savings from restructuring and HVS spec'ed-in components
(OEM specified components used in the standard factory assembly of
the truck), which includes emissions business, slated for launch
in fiscal 2007 should provide an offset to anticipated heavy
vehicle production weakness.


ASARCO LLC: Encycle Units Want Until October 25 to File Schedules
-----------------------------------------------------------------
Pursuant to Rule 1007(b) and(c) of the Federal Rules of
Bankruptcy Procedure, a Chapter 11 debtor must file its schedule
of assets and liabilities, a schedule of current income and
expenditure, a schedule of executory contracts and unexpired
leases, and a statement of financial affairs within 15 days after
the Petition Date so long as it files a list of its creditors
with the bankruptcy petition.

Simultaneous with the filing of their petitions, Encycle, Inc.,
and Encycle/Texas, Inc., each filed a list of the creditors
holding the top 20 largest unsecured claims.  However, the
Schedules required by Rule 1007 were not filed with the
Chapter 11 petitions.

Jack L. Kinzie, Esq., at Baker Botts, LLP, in Dallas, Texas,
tells the U.S. Bankruptcy Court for the Southern District of Texas
that due to the administrative load on employees brought on by the
pending bankruptcy cases of ASARCO and the subsidiary debtors, as
well as the pending labor strike, Encycle and Encycle/Texas
require additional time to compile and verify the accuracy of the
data needed for the preparation and filing of the Schedules.  
Under the circumstances, Encycle and Encycle/Texas anticipate that
they will be unable to complete their Schedules by the deadline
established by Bankruptcy Rule 1007(c).  At present, the Encycle
Debtors believe that a total of 60 days after the petition date
will be sufficient to accomplish this project.

The Encycle Debtors ask Judge Schmidt to extend the deadline for
filing the Schedules, Lists, and Statement of Financial Affairs on
or before Oct. 25, 2005.

The Encycle Debtors also ask the Court to rule that the meeting
of creditors will not be held until after the date they file
their Schedules.

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


ASARCO LLC: Meeting of Creditors Slated for September 14
--------------------------------------------------------
The United States Trustee for Region 7, Richard W. Simmons, will
convene a meeting of Asarco LLC and its debtor-affiliates'
creditors at 10:30 a.m. on Sept. 14, 2005, Room 1107, 606 North
Carancahua, in Corpus Christi, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the bankruptcy case.

All creditors are invited, but not required, to attend.  This  
Meeting of Creditors offers the one opportunity in a bankruptcy  
proceeding for creditors to question a responsible officer of the  
Debtors under oath about the company's financial affairs and  
operations that would be of interest to the general body of  
creditors.

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


BELL CANADA: Ontario Court OKs Pact Resolving $250MM Class Suit
---------------------------------------------------------------
The Ontario Superior Court of Justice has approved the agreement
reached on August 18, 2005, dismissing a class action lawsuit by
former holders of Bell Canada International Inc.'s $250 million
6.75% convertible unsecured subordinated debentures against BCI,
BCE Inc. and certain current and former Directors of BCI.  The
Court approval provides for the dismissal of the action as against
all Defendants and completely disposes of the litigation without
any payment by any such Defendants in respect of damages.

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

The Court also approved the payment by BCI, under its Plan of
Arrangement, of a portion of plaintiffs' counsels' fees and
disbursements, a substantial portion of which will be funded by
BCI's insurer.

                           About BCE

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

                            About BCI

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


CARRIER ACCESS: Delays Filing of 1st & 2nd Quarter 2005 Financials
------------------------------------------------------------------
Carrier Access Corporation (NASDAQ: CACSE) is delaying the filing
of its quarterly financial results for the quarters ended
March 31, 2005 and June 30, 2005, beyond the Sept. 2, 2005
extended filing date.  Carrier Access is in the process of
diligently completing its quarterly reports on Form 10-Q for the
first and second quarters of 2005.  Carrier Access expects to file
its quarterly report on Form 10-Q for the first and second
quarters of 2005 with the SEC on or before Sept. 13, 2005.

                     Likely Nasdaq Delisting

As a result of the Company's delay in filing its Form 10-Qs for
the first and second quarters of 2005, Carrier Access expects to
receive notification from NASDAQ that it is not in compliance with
the filing requirements for continued listing on NASDAQ and that
its securities could be subject to delisting from the NASDAQ
National Market.  Accordingly, the Company is seeking an exception
from the NASDAQ Listing Qualifications Panel for additional time
to regain compliance with the NASDAQ listing requirements by
filing its quarterly reports for the first and second quarters of
2005 by September 13, 2005.  There can be no assurance that the
Panel will grant any additional exception or that we will be able
to file the first or second quarter 2005 quarterly reports on Form
10-Q by September 13, 2005.

Carrier Access (NASDAQ: CACSE) -- http://www.carrieraccess.com/--  
provides consolidated access technology designed to streamline the
communication network operations of service providers, enterprises
and government agencies.  Carrier Access products enable customers
to consolidate and upgrade access capacity, and implement
converged IP services while lowering costs and accelerating
service revenue.  Carrier Access' technologies help its customers
do more with less.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2005, the
Company has identified certain material weaknesses in its internal
control over financial reporting as of Dec. 31, 2004.   Management
concluded that the Company did not maintain effective controls
over certain aspects of its review of financial statements for the
fiscal years ended Dec. 31, 2003, and 2004, and for each of the
following quarters because of four material weaknesses:

   -- Management did not comply with the Company's established  
      policies and procedures requiring a review of its  
      consolidated statement of cash flows.  This failure to  
      comply with established policies and procedures resulted in  
      material misstatements in its Dec. 31, 2004 consolidated  
      statement of cash flows.  Specifically, there were material  
      misstatements in cash flows from operating activities and  
      cash flows from investing activities.  These misstatements  
      were corrected prior to the original filing of its 2004  
      Annual Report on Form 10-K.

   -- The Company did not have effective policies and procedures  
      to evaluate customer arrangements for the appropriate  
      application of revenue recognition criteria as contemplated  
      by generally accepted accounting principles in the U.S.   
      This deficiency resulted in material misstatements to its  
      financial statements, specifically the:

         * overstatement of revenue, costs of sales, and accounts  
           receivable; and  

         * understatement of inventory in its previously filed  
           consolidated financial statements as of and for the  
           years ended December 31, 2003 and 2004, and for the  
           interim periods contained therein.   

   -- the Company did not have effective policies and procedures  
      over accounting for its inventory reserves to prevent the  
      write up of inventory once it had been written down in a  
      previous fiscal accounting period.  This deficiency resulted  
      in material misstatements of inventory and cost of sales in  
      its previously filed consolidated financial statements as of  
      and for the years ended December 31, 2003 and 2004, and for  
      the interim periods contained therein.  

   -- the Company lacked the depth of personnel with sufficient  
      technical accounting expertise to identify and account for  
      complex transactions in accordance with generally accepted  
      accounting principles in the U.S.  This deficiency  
      contributed to the aforementioned misstatements and resulted  
      in there being more than a remote likelihood that a material  
      misstatement of the annual or interim financial statements  
      would not be prevented or detected.

Accordingly, the Company restated these consolidated financial
statements to correct of these errors.


CENTRAL PARKING: Declares Regular Preferred Quarterly Dividend
--------------------------------------------------------------
Central Parking Corporation (NYSE:CPC) declared a regular
quarterly dividend of $0.328125 a share on the convertible
preferred securities that were issued in a private placement to
qualified institutions in March 1998.  The dividend has a record
date of Sept. 15, 2005, and will be distributed to security
holders on Oct. 3, 2005.  The dividend is being paid through
Central Parking Finance Trust, an affiliate of the Company.

Headquartered in Nashville, Tennessee, Central Parking Corporation
is a leading global provider of parking and transportation
management services.  As of June 30, 2005, the Company operated
more than 3,400 parking facilities containing more than 1.5
million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of
Ireland, Mexico, Chile, Peru, Colombia, Venezuela, Germany,
Switzerland, Poland, Spain, Greece and Italy.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit and 'BB-' bank loan ratings.
     
At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 16, 2005.
The CreditWatch listing followed the company's announcement that
it had engaged Morgan Stanley to assist in pursuing various
strategic alternatives, including the possible sale or
recapitalization of the company.  The CreditWatch listing also
reflected Standard & Poor's concern over management turnover
following the resignation of the company's former Chief Financial
Officer.
     
S&P said the outlook is negative.  Total debt outstanding as of
June 30, 2005, was $245 million, excluding operating leases.


CINCINNATI BELL: Completes Repurchase of 16% Senior Sub. Notes
--------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) completed the previously announced
repurchase of all of its outstanding 16% Senior Subordinated
Discount Notes due 2009.  The company financed the purchase of the
16% Notes with new borrowings under its senior secured credit
facilities.  As a result of lower interest expense, this
refinancing is expected to increase free cash flow by $20 million
to $25 million on an annualized basis.

As reported in the Troubled Company Reporter on Aug. 12, 2005, the
Note Repurchase Agreement was inked by:

   -- GS Mezzanine Partners II, L.P.,
   -- GS Mezzanine Partners II Offshore, L.P.,
   -- Goldman Sachs Direct Investment Fund 2000, L.P.,
   -- Goldman, Sachs & Co.,
   -- GS Capital Partners 2000, L.P.,
   -- GS Capital Partners 2000 Offshore, L.P.,
   -- GS Capital Partners 2000 GmbH & Co. Beteiligungs KG,
   -- GS Capital Partners 2000 Employee Fund, L.P.,
   -- Dover Capital Management 2 LLC,
   -- TCW/Crescent Mezzanine Partners III, L.P.,
   -- TCW/Crescent Mezzanine Trust III,
   -- TCW/Crescent Mezzanine Partners III Netherlands, L.P.,
   -- C-Squared CDO Ltd.,
   -- Western and Southern Life Insurance Company,
   -- Oak Hill Securities Fund, L.P.,
   -- Oak Hill Securities Fund II, L.P.,
   -- Oak Hill Credit Partners I, Limited,
   -- Oak Hill Credit Partners II, Limited,
   -- Lerner Enterprises, L.P.,
   -- P&PK Family Limited Partnership,
   -- Cardinal Investment Partners I, L.P.,
   -- Hare & Co., as nominee for Goldman, Sachs & Co., and
   -- Hare & Co., as nominee for Oakhill Securities Fund II, L.P.

A copy of the Note Repurchase Agreement is available for free at:

               http://ResearchArchives.com/t/s?bb

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--      
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

As of June 30, 2005, Cincinnati Bell's equity deficit widened to
$659.3 million from a $624.5 million deficit at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Cincinnati, Ohio-based diversified telecommunications carrier
Cincinnati Bell Inc.'s $400 million secured term loan B.  A
recovery rating of '3' also was assigned to the loan, indicating
the expectation for a meaningful (50%-80%) recovery in the event
of a payment default.

In addition, the ratings on the company's $250 million revolving
credit facility and $50 million secured notes were lowered to 'B+'
from 'BB-', and the recovery rating was revised to '3' from '1' on
both.  Other existing ratings for CBI and related entities,
including the 'B+' corporate credit rating, were affirmed.  S&P
said the rating outlook is negative.

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Moody's Investors Service today affirmed the corporate family
(formerly known as the senior implied), bank credit facility and
other ratings of Cincinnati Bell Inc.  Moody's also assigned a Ba3
rating to the proposed $400 million senior secured term loan B
facility, proceeds of which will be used to refinance the high
interest 16% subordinate notes outstanding.  Moody's also affirmed
the company's speculative grade liquidity rating of SGL-2.  
Moody's said the ratings outlook remains stable.

The affected ratings are:

   * corporate family rating affirmed at Ba3

   * Liquidity rating affirmed at SGL-2

   * $250 million senior secured revolving credit facility
     affirmed Ba3

   * $400 million senior secured (pending) term loan B credit
     facility assigned Ba3

   * $50 million 7.25% Senior Secured Notes due 2023 affirmed
     at Ba3

   * $250 million 7% Senior Notes due 2015 affirmed at B1

   * $500 million 7.25% Senior (unsecured) Notes due 2013 affirmed
     at B1

   * 16% Senior Subordinated Discount Notes due 2009 withdrawn

   * $640 million 8.375% Senior Subordinated Notes due 2014
     affirmed at B3

   * 6.75% Convertible Preferred Stock affirmed at Caa1


COLLINS & AIKMAN: Wants Plan-Filing Period Stretched to Feb. 2006  
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
extend, until Feb. 13, 2006, their exclusive period to file a
Chapter 11 plan.  The Debtors also want their exclusive period to
solicit acceptances of that plan extended through April 12, 2006.

                     Cases are Large & Complex

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
explains that the most common bases on which courts grant
extensions of the Exclusivity Periods is the size and complexity
of the Chapter 11 case.  According to Mr. Carmel, the Debtors'
cases are the largest filed in the United States this year and
among the largest ever in the eastern district of Michigan.  He
adds that the Debtors comprise a large, multifaceted national and
international enterprise with numerous businesses, operations and
financial interests throughout the United States and around the
world.  There are 38 debtor entities with domestic and foreign
operations.  The operations of the Debtors and their affiliates
generate about $4 billion in combined revenue and employ about
23,000 employees worldwide.  The Debtors operate 50 plants in the
United States, with an additional 50 plants operated through
international non-Debtor affiliates.

The unique inter-workings of the automobile industry add an
additional layer of complexity on the Debtors' already
challenging financial and operational situation, Mr. Carmel says.
The Debtors, he explains, are forced to spend a significant
amount of time and energy ensuring a steady supply of product for
fear that even the slightest shortfall or delay in shipments can
put their ability to timely supply their customers at risk and
lead to an immediate threat of shutdown.  Mr. Carmel asserts that
any shutdown could have a material, detrimental effect on the
Debtors' estates and creditor recoveries.

The Debtors' 24 European affiliates generate revenue of about
$1 billion annually.  On July 15, 2005, these European affiliates
filed administrative proceedings in the United Kingdom.  Mr.
Carmel points out that the coordination and management of the
concurrent proceedings in the United States and the United
Kingdom have further complicated the Debtors' cases.  Mr. Carmel
tells Judge Rhodes that the outcome of the restructuring of each
of these entities could be crucial to the value of the Debtors.

                      Debtors' Professionals

Mr. Carmel assures the Court that the Debtors and their
professionals have worked in a direct and deliberate manner to
ensure that these cases proceed as quickly as possible to
effectuate the Debtors' rehabilitation and develop a consensual
plan of reorganization.  However, the Debtors' restructuring
professionals were introduced to the situation 72 hours before
the Chapter 11 filings with the Debtors facing a number of
extremely difficult hurdles.  Significantly, Mr. Carmel notes,
the professionals did not have the weeks or months typical to
prepare a large and complex bankruptcy case for a Chapter 11
filing.

Mr. Carmel relates that the Debtors and their professionals
immediately needed to compile credible financial and operational
information to make key decisions.  "This was particularly
important because the Debtors were operating without a business
plan and with significant gaps in the management team," Mr.
Carmel maintains.  "Companies generally maintain this type of
information on a daily basis, but the Debtors were forced to
prepare it while operating in a stressed environment with limited
personnel."

                   Internal & External Problems

Moreover, before the Petition Date, the Debtors had been
operating with almost no working capital, had no source of
liquidity and were highly leveraged, continues Mr. Carmel.  At
the time of the Debtors' filings, the Debtors had a negative cash
balance and faced imminent interruptions in production, Mr.
Carmel relates.  Numerous vendors had stopped shipping products
and inventories were nearly depleted.  Cash was needed on an
immediate basis to continue operations.  Cash management systems
were in disarray.  Furthermore, the Debtors' organizational
structure had been flattened to the point where key personnel
were absent from critical management areas.  According to Mr.
Carmel, the Debtors had to convince vendors, many of whom had
been stung by the bankruptcy, to continue to ship products so
that they could continue to operate.

The Debtors' internal problems were further exacerbated by a
number of external forces outside of their control, Mr. Carmel
says.  Raw material costs, in particular resin and steel, have
continued to increase.  For the most part, Mr. Carmel notes that
the Debtors had no contractual right to pass these costs along to
their customers.  In addition, the automotive industry is
generally in a very difficult cycle, Mr. Carmel observes.  This
has led customers to demand price decreases.  At the same time,
the Debtors' suppliers are less willing to extend credit to the
Debtors as the suppliers are addressing their own problems.

Despite these difficulties and complexities, Mr. Carmel points
out that in the months since the Petition Date, the Debtors have
made significant progress while maintaining the operations of one
of the largest automotive parts suppliers.  "The Debtors have
made strides towards addressing their immediate working capital
demands, stabilizing vendor relationships, understanding and
diagnosing operational problems, enhancing the quality of the
management team, analyzing and renegotiating unprofitable
contracts and formulating a business plan that incorporates
potential revenue increases and cost cutting," Mr. Carmel says.

                       Extension is Warranted

According to Mr. Carmel, extending the Exclusivity Periods will
provide the Debtors and other parties-in-interest an opportunity
to develop fully the framework on which serious negotiations
toward a plan of reorganization can be based.  Mr. Carmel assures
the Court that affording the Debtors a full opportunity to
undertake an extensive review and analysis of their businesses
and properties so that they may develop a business plan and a
plan of reorganization that satisfies the requirements of
Chapter 11 will not harm creditors.

Despite all the progress that has been made, Mr. Carmel tells
Judge Rhodes that there are still significant issues that need to
be addressed.  The Debtors need to secure long-term financing to
fund operations, negotiate permanent price increases from their
customers and substantially lower the costs to produce goods.
Each of these aspects of the Debtors' future depends on third
parties' willingness to do business with them.  The Debtors are
working to convince their key constituencies that developing
long-term relationships will benefit all parties, which requires
the stability and attention from the Debtors and their advisors
that is made possible by the Exclusivity Periods.

The Exclusivity Periods have allowed the Debtors to pursue this
difficult and necessary work without the distractions of other
parties filing competing plans, Mr. Carmel relates.  "Without
this opportunity," notes Mr. Carmel, "the Debtors' resources
would no doubt be pulled in unproductive directions such that the
value of the estates would quickly dissipate to the detriment of
all creditors and parties-in-interest."

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.  (Collins & Aikman Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Assembles New Mgt. Team Headed by Frank Macher
----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve the employment agreements of Frank Macher, as president
and chief executive officer, and certain other members of the
their new management team.

Prior to their bankruptcy petition date, the Debtors' management
team had been decimated and significant gaps still exist in their
management team, Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in
New York, tells Judge Rhodes.  The Debtors believe that new
management is critical to the success of their Chapter 11 cases,
and their major constituencies do as well.

Mr. Carmel relates that certain of the Debtors' customers have
expressed concern over the gaps in the Debtors' management and
have stated that those gaps may be an impediment to ongoing
contract renegotiations.  Moreover, Mr. Carmel continues, these
customers have also been clear that the Debtors will not be
considered for new business until the customers have confidence
in the Debtors' operations and management.  The Debtors' other
major constituencies also have expressed to the Debtors that the
viability of a stand-alone reorganization depends on the Debtors
hiring new management.

To address these concerns, the Debtors, in consultation with the
Official Committee of Unsecured Creditors and their secured
lenders, have been assembling an experienced and able management
team that will give them the experience, expertise and know-how
that is critical to maximizing value for their estates.

                         Qualifications

Mr. Carmel tells Judge Rhodes that the Debtors are fortunate to
obtain the services of Mr. Macher, who has a wealth of automotive
industry experience.  Mr. Macher most recently was the chairman
of the board and chief executive officer of Federal-Mogul
Corporation, a $6.3 billion global automobile components
manufacturer.  During his tenure with Federal-Mogul from 2001 to
2004, which spanned prior to and during Federal-Mogul's Chapter
11 cases, Mr. Macher engineered approximately $600 million in
cost savings and substantial EBITDA improvement.

Before Federal-Mogul, Mr. Macher served as president and chief
executive officer of ITT Automotive, a $6.2 billion global
automotive parts supplier, from 1996 to 1998.  During his tenure
with ITT Automotive, among other things, Mr. Macher oversaw a
spin-off of operations that generated approximately $3.7 billion
for the company.

Mr. Macher worked for Ford Motor Company from 1966 to 1995.
Among other positions, during his tenure with Ford, Mr. Macher
served as vice president and general manager of Ford's Automotive
Components Division, which generated approximately $11.5 billion
per year in sales and eventually was spun-off as the publicly
traded company now known as Visteon.

The Debtors want to enter into an employment agreement with Mr.
Macher.  The Macher Agreement provides, among other things, that:

    (a) Mr. Macher will serve as the President and Chief Executive
        Officer of Collins & Aikman Corp., and will report to the
        Company's Board of Directors.  In addition, Mr. Macher
        will serve as a member of the Board.

    (b) The Company will employ Mr. Macher from the commencement
        of his Employment Agreement until the earlier of:

        (1) June 30, 2007, unless extended by mutual agreement;
            and

        (2) termination of the Macher Agreement.

    (c) As compensation:

        (1) The Company will pay Mr. Macher an annual base salary
            of not less than $750,000.  This will be reviewed
            annually by the Compensation Committee of the Board
            and may be increased -- but not decreased -- by the
            Compensation Committee or the Board;

        (2) During the Employment Period, the Company will pay
            Mr. Macher a $250,000 quarterly bonus for each of the
            calendar quarters ending September 30, December 31,
            March 31 and June 30 of each year; and

        (3) Mr. Macher will participate in the Incentive
            Compensation Pool Program.

        (4) During the Employment Period, among other things:

            (A) Mr. Macher will be entitled to participate in the
                current and any future savings, retirement, fringe
                benefit, long-term compensation and any other
                compensation or benefit plans, practices, policies
                and programs of the Company;

            (B) Mr. Macher will be entitled to five weeks of
                annual vacation to be taken in accordance with
                the Company's vacation policy;

            (C) Mr. Macher will receive an annual perquisite
                allowance, which will not be less than $30,000 per
                year, plus the gross-up to cover Federal and state
                taxes thereon; and

            (D) Mr. Macher and his family, as the case may be,
                will be eligible for participation in, and
                will receive all benefits under medical, dental,
                disability, life insurance and other welfare
                benefit plans, practices, policies and programs
                provided by the Company.  Mr. Macher is declining
                coverage under the Company's medical, dental and
                vision plans.

        (5) The Company will obtain directors and officers'
            liability insurance, under terms comparable to the
            existing policies, with a limit or aggregate limits of
            not less than $25,000,000, covering claims arising
            after the Petition Date.  If the Company fails to
            maintain that policy, or adequate replacement
            coverage, and Mr. Macher is required to purchase tail
            or run-off coverage, the Company will promptly
            reimburse him for that expense.

    (d) Every payment and distribution obligation of the Company
        under the Macher Agreement will be treated as an
        administrative expense pursuant to Section 503(b)(1)(A) of
        the Bankruptcy Code.

                    Other Management Agreements

Upon the Court's approval, the Debtors will enter into employment
agreements to retain certain other members of their new
management team.  In particular, the Debtors are seeking to fill
these critical positions, each of which are critical to
overseeing the success of the Debtors' business operations:

    (a) Senior Vice President of Business Strategy;
    (b) Senior Vice President of Legal;
    (c) Executive Vice President of Plastics;
    (d) President of Global Soft Trim;
    (e) Vice President of Manufacturing Operations; and
    (f) Treasurer.

The principal terms of the Other Management Agreements are
similar.  The Other Management Agreements provide, among other
things, that:

    (a) The employment period commences on the date of the
        agreement and continues until the earlier of
        (i) December 31, 2006, or March 31, 2007, unless extended
        by mutual agreement, and (ii) employment is terminated as
        provided in the employment agreement.

    (b) Annual base salaries by position of employment:

           Senior Vice President of Business Strategy   $350,000
           Senior Vice President of Legal               $450,000
           Executive Vice President of Plastics         $400,000
           President of Global Soft Trim                $450,000
           VP of Manufacturing Operations               $275,000
           Treasurer                                    $250,000

    (c) During the term of employment, the employee will be paid a
        guaranteed bonus payable in quarterly installments
        throughout the life of the employment agreement.  The
        annual bonus percentage for the employee will be 50% of
        the employee's base salary.  The employee will also be
        eligible for a "success bonus" to be determined by the
        Chief Executive Officer in accordance with the Incentive
        Compensation Pool Program.

    (d) The Employee will be entitled to fringe benefits and
        perquisites and to participate in pension, savings plan
        and benefit plans, as are generally made available to
        similarly situated executives of the Company during the
        term of the employment agreement.

According to Mr. Carmel, the terms of the Employment Agreements
are the result of substantial arm's-length negotiations between
the Debtors and each member of the New Management Team.  The
Debtors and their advisors consider the employment terms to be
fair, reasonable and appropriate for executive management of a
company of the Debtors' size and in the Debtors' industry.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: JPMorgan Asks Court to Deny JCI Set-Off
---------------------------------------------------------
JPMorgan Chase Bank, NA, as administrative agent for the senior
secured lenders of Collins & Aikman Corporation and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to deny Johnson Controls, Inc.'s, request to:  

   (a) arbitrate its $5.9 million claim against the Debtors
       arising from their breach of a Settlement of Commercial
       Issues for the transfer of the plastic parts business; and

   (b) set-off its May and June 2005 payable due to the Debtors
       against the $5.9 million claim pursuant to its contractual
       right of set-off. The set-off reflects damages suffered by
       Johnson as a result of the Debtors' non-compliance with the
       terms of the Settlement.

JPMorgan wants the Bankruptcy Court to deny the request until it
has had the opportunity to investigate whether facts exists to
form the basis of an objection to JCI's right to set-off.

JPMorgan points out that Johnson Controls, Inc., asserts a right
of set-off without taking into account the possible rights of the
Prepetition Lenders.  According to Ronald L. Rose, Esq., at Dykema
Gossett PLLC, in Detroit, Michigan, Section 9-404 of the Uniform
Commercial Code provides that an account debtor has the right to
assert, in addition to any defense or claim in recoupment, "any
other defense or claim of the account debtor against the assignor
which accrues before the account debtor receives a notification of
the assignment authenticated by the assignor or the assignee."

Mr. Rose explains that the Prepetition Lenders are an assignee of
the Debtors' accounts receivable by the grant of security interest
in accounts receivable, including the Debtors' account receivable
from JCI.

Without the opportunity to take discovery, Mr. Rose relates that
JPMorgan does not know if JCI received and authenticated notice
informing it of the security agreements granted to JPMorgan on
behalf of the Prepetition Lenders.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLUMBUS MCKINNON: Completes 8-7/8% Private Debt Placement
----------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) completed its sale of
$136 million of 8-7/8% Senior Subordinated Notes due 2013.  The
Notes were privately placed.  The Company used the net proceeds
from this offering, together with cash on hand and revolver
borrowings, to fund the tender offer of its 8-1/2% Senior
Subordinated Notes due 2008.

              8-1/2% Senior Subordinated Notes

The tender offer for Columbus McKinnon's 8-1/2% Senior
Subordinated Notes due 2008 expired on Sept. 1, 2005.  
Approximately $116.8 million of the outstanding $142.4 million
principal amount of the 8-1/2% Notes were repurchased by Columbus
McKinnon pursuant to the tender offer.  Columbus McKinnon intends
to call the remaining $25.6 million principal amount of
outstanding 8-1/2% Notes for redemption in the near future.

As a result of the refinancing transaction, the maturity of the
Company's senior subordinated debt layer of capital is extended by
five years, from 2008 to 2013.  This, in turn, facilitates the
planned refinancing of Columbus McKinnon's existing revolving
senior credit facility, which expires in March 2007, and
ultimately positions the company to refinance its more costly and
restrictive senior secured notes due 2010.

At the end of its first quarter of fiscal 2006, which ended
July 3, 2005, Columbus McKinnon had $115.0 million in these 10%
senior secured notes.  As the Company systematically refinances,
the accompanying interest expense savings will be reflected
directly in net income because the company has available
approximately $90 million in fully-reserved U.S. federal net
operating loss carry forwards to offset U.S. taxable income.  In
addition, the planned series of capital structure transactions
will enhance the Company's ability to support its ongoing
strategies of strengthening the balance sheet, providing improved
strategic and financial flexibility, and increasing profitability.

The cost of this first stage in the Company's refinancing strategy
will be reflected in the second quarter of fiscal year 2006, which
ends Oct. 2, 2005.  The second quarter impact will be
approximately $3.5 million.  Of the expense to the second quarter,
$1 million is a non-cash charge associated with previously
deferred finance costs not yet amortized.  There will be
relatively no change to interest expense as a result of this
refinancing, however, the Company will have more pre-payable debt
that can be reduced with cash from operations.

Columbus McKinnon Corporation -- http://www.cmworks.com/-- is a  
leading worldwide designer, manufacturer and marketer of material
handling products, systems and services, which efficiently and
ergonomically move, lift, position or secure material.  Key
products include hoists, cranes, chain and forged attachments.  
The Company is focused on commercial and industrial applications
that require the safety and quality provided by its superior
design and engineering know-how.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on material handling company Columbus McKinnon Corp.
and assigned its 'CCC+' rating to the company's proposed issue of
$136 million in senior subordinated notes due 2013.  S&P said the
outlook is positive.  


CONCENTRA OPERATING: S&P Rates Proposed $675 Million Debt at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to Concentra Operating Corp.'s proposed $150 million
revolving credit facility due in 2010 and $525 million term loan B
due in 2011.  A recovery rating of '2' also was assigned to the
secured loan, indicating the expectation for a substantial (80%-
100%) recovery of principal in the event of a payment default.
Concentra plans to use the proceeds from the $525 million term
loan and $59 million of cash to:

   * refinance $368 million of existing term debt;

   * purchase Beech Street Corporation for $165 million;

   * purchase Occupational Health & Rehabilitation Inc.
     for $49 million; and

   * fund related transaction costs.
     
Existing ratings on parent company Concentra Inc. and related
entities, including the 'B+' corporate credit rating, were
affirmed.  The outlook is negative.
     
The ratings on Addison, Texas-based Concentra, a health services
provider focused on workers' compensation, reflect the company's
relatively narrow business and its vulnerability to weakness in
the U.S. economy, particularly relating to employment levels.

"Although Concentra has lowered its total cost of capital, has
sufficient near-term liquidity, and faces no near-term debt
maturities, its leverage remains high," noted Standard & Poor's
credit analyst Jesse Juliano.  "Also, the growth of Concentra's
preferred provider organization business creates some additional
uncertainties.  These concerns are partly mitigated by the
company's diverse payor mix, substantial liquidity, and its
ability to cope with the challenging employment environment
of the recent past."
     
In addition to providing health services for workplace injuries,
privately held Concentra offers in-network and out-of-network bill
review, repricing, and negotiation services designed to reduce
clients' medical and administrative costs.  The company also
offers PPO services, as well as management services that
coordinate medical care to reduce disability duration.  Concentra
operates nationwide and has a well-diversified clientele that
includes employers and providers of workers' compensation,
automobile insurance, and group health and related employee
benefits.
      
"We believe that Concentra's multiple payors and health services
facilities, as well as its various product offerings, provide
significant revenue diversity," added Mr. Juliano.  "In addition,
the company's operating performance during difficult employment
periods weakened, but did show resilience.  Despite its continued
aggressive use of debt, Concentra maintains its strong liquidity
profile."


CONSOLIDATED COMMS: Moody's Affirms $425 Million Loan's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating to
Consolidated Com. Acquisition TX, Inc.'s (CCAT) and Cons Com.,
Inc.'s (CCI) $425 million senior secured Term D loan and the
$30 million senior secured revolving credit facility.  Proceeds
from the increased Term D loan were used to prepay all amounts
outstanding under the former Term A and Term C loans.  Moody's has
also assigned a B1 corporate family rating and a SGL-2 speculative
grade liquidity rating to Cons. Com. Hldgs, Inc. (CC Holdings).

Pursuant to the company's reorganization, CCTH and the former
parent, Homebase Acquisition, LLC, were merged into CCIH, with
CCIH surviving the mergers and changing its name to Consolidated
Communications Holdings, Inc.  As a result of the mergers, CCIH
succeeded to the obligations of CCTH under the senior notes and
the obligations of Homebase under its guarantee of the senior
notes and the credit facilities.

Moody's has assigned these ratings:

CC Holdings:

   * Corporate Family Rating -- B1
   * Liquidity rating -- SGL-2

Moody's has affirmed these ratings:

CC Holdings:

   * $135 Million 9.75% Senior Unsecured Notes due 2012 -- B3

CCAT and CCI:

   * $30 Million Revolving Senior Secured Credit Facility
     due 2010 -- B1

   * $425 Million Senior Secured Term D Loan due 2011 -- B1

Moody's has withdrawn these ratings:

CCAT and CCI:00

   * $122 Million Senior Secured Term Loan A due 2010 -- B1
   * $314 Million Senior Secured Term Loan C due 2011 -- B1

The outlook for all ratings remains stable.

The ratings reflect:

   * the company's high leverage;

   * vulnerability to heightened wireless or cable telephony
     competition in its rural markets; and

   * its relatively flat top-line growth prospects and limited
     post-dividend free cash flow.

Stable and dependable operating cash flow, a favorable regulatory
environment, barriers to competitive entry, and a shift in the
company's capital structure subsequent to the IPO, to one with a
higher equity weighting, support the ratings.

The stable outlook reflects the company's success in navigating
the challenges inherent to its April 2004 acquisition of TXU
Communications Ventures Company, which increased the company's
access lines by roughly 190%.  After an immediate headcount
reduction by 70 employees at the closing of the acquisition, the
company is maintaining this process, and is within cost targets
for implementation of its integration strategy.

If the company were to meet or exceed Moody's expectations with
respect to free cash flow generation, and begins to de-leverage
materially, the outlook and ratings could improve over time.
However, Moody's expects the payment of common dividends to
consume much of the free cash flow available for debt reduction.
Consequently, Moody's does not anticipate significant debt
reduction going forward unless margins improve to at least 45%
assuming anticipated dividends, concurrently, remain unchanged.  
If EBITDA margins were to fall below 40% for a protracted period,
the company's ratings would likely decline.

In July 2005, the company completed its IPO of its common equity.
Net proceeds of approximately $73 million from the IPO were below
Moody's expectations due to softer than expected pricing.  
Proceeds from the primary portion of the IPO, the $425 million
Term D loan plus cash on hand were used to pay down the
$112 million Term A loan, refinance the $312 million Term C loan
and redeem $65 million of the 9.75% senior unsecured notes
(leaving $135 million of senior notes outstanding).

The company's organizational structure was simplified concurrent
with the IPO.  CCTH and Homebase were merged into CCIH, with CCIH
surviving the mergers and changing its name to Consolidated
Communications Holdings, Inc.  As a result of the mergers, CCIH
succeeded to the obligations of CCTH under the senior notes and
the obligations of Homebase under its guarantee of the senior
notes and credit facilities.  CCH and each of the bank debt
borrowers' (i.e. CCAT and CCI) subsidiaries, with the exception of
Illinois Consolidated Telephone Co. (ICTC), jointly and severally,
fully and unconditionally guarantee the bank credit facilities.  
The credit facilities are secured by a perfected lien and pledge
of all capital stock and inter-company notes of CC Holdings (and
each of its direct and indirect subs, including a pledge of stock
of ICTC) and a perfected lien and security interest in all assets.  
These facilities are not notched relative to the corporate family
rating since they comprise the preponderance of the company's
debt.  The 9.75% senior unsecured notes are rated two notches
below the B1 corporate family rating since these notes lack
security and do not benefit from upstream guarantees, and are
structurally subordinated to the secured debt at CCAT and CCI and
all of the payables at company's operating subsidiaries.

Consolidated's SGL-2 rating reflects Moody's view that the company
possesses good liquidity and has an ability to meet its estimated
obligations over the next twelve months through internal
resources.  After accounting for a roughly $46 million annual
common dividend payment, Moody's expects the company to generate
roughly $10-15 million annually in free cash flow.  Moody's
understands that the credit agreement contains provisions that
restrict the company's ability to pay dividends should EBITDA
generation falter, and mandates compliance with a maximum total
net leverage and maximum secured leverage plus a minimum fixed
charge coverage.

Consolidated Communications Holdings, Inc. is a rural local
exchange carrier headquartered in Mattoon, Illinois.


CORRECTIONS CORP: Moody's Ups Senior Unsecured Debt Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured and senior
unsecured debt ratings of Corrections Corporation of America to
Ba2 and Ba3, respectively.  The rating outlook, which had been
positive, is now stable.  According to Moody's, the rating upgrade
is based on the company's improving financial profile, including:

   * its much reduced secured debt levels;
   * improving fixed charge coverage; and
   * sustained operating margins in the low- to mid-20s.

The stable rating outlook is based on Moody's expectation that CCA
will maintain its industry leadership position while improving
operational and financial metrics.  Corrections Corporation is the
USA's largest owner and operator of private correctional
facilities.

Moody's expects the firm's long-term Debt/EBITDA, now in the mid-
4X range, to fall over the next two years, in keeping with CCA's
ongoing efforts to strengthen its balance sheet.  The company has
no significant debt maturities until 2007, and adequate liquidity
through cash on hand and a bank facility.  CCA is more profitable
and has better coverage ratios than its peers, primarily due to
its higher margin owned-and-managed facility business model
(versus managed-only).  Secured debt has fallen around 75% over
the past three years.

CCA's average compensated occupancy decreased to 89.7% in the
first half of 2005, from 95.8% during the same period in 2004.
However, this is due in part to an increase in beds as CCA
increased bed capacity at a number of its facilities in
anticipation of future demand.  CCA had a 70,542 average bed
capacity during the second quarter of 2005, versus 65,770 for the
same period in 2004.  Today there are approximately 7,000
available beds in various facilities for which the company has
either identified prospective contractors or secured contracts to
fill the beds with various states and government agencies.

Moody's expects CCA to remain prudent in its development.  CCA's
contract retention rate has been 95% over the past twelve months.
Several states and the Bureau of Immigration and Customs
Enforcement recently extended existing contracts and provided
guarantees for a minimum number of inmates.  For the first half of
2005, no single state or federal agency accounted for more than
16% of revenue, though three federal agencies combined accounted
for nearly 40% -- a concern mitigated by different budget and
contracting processes for each agency.

Upward rating movement would result from leverage dropping
consistently below 4X debt to EBITDA, interest coverage above 4X,
and further drops in secured debt.  An upgrade would also be
warranted should CCA maintain its leadership position combined
with significantly increased privatization of the corrections
industry.

Moody's indicated that a downgrade would occur should CCA's
operating margin drop below 20%, a probable result of the company
retaining a higher proportion of managed-only business.  Sustained
occupancy below 90% or development in excess of 10% of total
assets would also result in downward earnings pressure.  The
ratings agency would also consider as a credit negative any
reversal in the company's efforts to deleverage or any disturbance
at a CCA facility which results in meaningful earnings erosion.
The main cause of a downgrade would be a material, sudden loss of
contracts.

The firm's secured credit facility is secured by liens on a
substantial portion of CCA's assets, and pledges of all the
capital stock of CCA's domestic subsidiaries.

These rating actions have been taken:

Corrections Corporation of America:

   * senior secured debt rating to Ba2, from Ba3;
   * senior unsecured debt rating to Ba3, from B1;
   * senior secured debt shelf to (P)Ba2, from (P)Ba3;
   * senior unsecured debt shelf to (P)Ba3, from (P)B1;
   * senior subordinate shelf to (P)B1, from (P)B2; and
   * preferred shelf to (P)B2, from (P)B3.

The ratings outlook for CCA is stable.

In its previous rating actions with respect to CCA, Moody's
affirmed the company's ratings and changed the outlook to positive
on December 10, 2004.

Corrections Corporation of America (NYSE: CXW), headquartered in
Nashville, Tennessee, USA, is the nation's largest owner and
operator of privatized correctional and detention facilities, and
one of the largest prison operators, in the United States, behind
only the federal government and four states.  CCA currently
operates 63 facilities, including 38 company-owned facilities,
with a total design capacity of approximately 69,000 beds in 19
states and the District of Columbia.  CCA specializes in owning,
operating and managing prisons and other correctional facilities
and providing inmate residential and prisoner transportation
services for governmental agencies.


CREDIT SUISSE: Fitch Puts BB+ Rating on Two Certificate Classes  
---------------------------------------------------------------
Credit Suisse First Boston's home equity pass-through
certificates, series 2005-6, are rated by Fitch Ratings:

     -- $636,400,100 classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3,
        class R, class R-II, and non-offered class P 'AAA';

     -- $29,600,000 class M-1 'AA+';

     -- $26,400,000 class M-2 'AA+';

     -- $15,600,000 class M-3 'AA';

     -- $14,400,000 class M-4 'AA-';

     -- $9,600,000 class M-5 'AA-';

     -- $12,800,000 class M-6 'A';

     -- $10,400,000 class M-7 'A-';

     -- $8,800,000 class M-8 'BBB+';

     -- $7,200,000 class B-1 'BBB+';

     -- $7,600,000 class B-2 'BBB';

     -- $7,200,000 class B-3 'BB+';

     -- $4,000,000 144A class B-4 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.45%
total credit enhancement provided by the 3.70% class M-1, the
3.30% class M-2, the 1.95% class M-3, the 1.80% class M-4, the
1.20% class M-5, the 1.60% class M-6, the 1.30% class M-7, the
1.10% class M-8, the 0.90% class B-1, the 0.95% class B-2, the
0.90% class B-3, the 0.50% class B-4, and the 1.25% initial
overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the primary servicing capabilities of Wells Fargo Bank,
N.A. (rated 'RPS1' by Fitch) and Select Portfolio Servicing, Inc.
(rated 'RPS2-' by Fitch).  U.S. Bank National Association will act
as trustee.

The mortgage pool consists of first lien fixed- and variable-rate
subprime mortgage loans with an initial aggregate principal
balance of $652,023,088.  On the closing date, the depositor will
deposit approximately $147,977,012 into a pre-funding account.  
The amount in this account will be used to purchase subsequent
mortgage loans after the closing date and on or prior to Nov. 23,
2005.

The Group 1 loans have an initial aggregate principal balance of
$286.239.803.  As of the cut-off date, the weighted average loan
rate is approximately 7.05% and the weighted average FICO is 629.
The weighted average remaining term to maturity is 355 months.  
The average cut-off date principal balance of the mortgage loans
is approximately $112,604.  The weighted average original loan-to-
value ratio is 81.3%.  The properties are primarily located in
California (14.1%), Florida (9.8%), Ohio (6.7%), Texas (6.3%), and
Arizona (5.0%).

The Group 2 loans have an initial aggregate principal balance of
$365,783,285.  As of the cut-off date, the weighted average loan
rate is approximately 7.14% and the weighted average FICO is 633.  
The WAM is 358 months.  The average cut-off date principal balance
of the mortgage loans is approximately $164,767.  The weighted
average OLTV ratio is 81.2%.  The properties are primarily located
in California (27.9%), Florida (12.1%), Georgia (4.4%), and
Virginia (4.2%).

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.  
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


CSK AUTO: Earns $21.1 Million of Net Income in Second Quarter
-------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO), the parent company of CSK Auto Inc.,
reported its financial results for the second quarter of fiscal
2005.

Net sales for the thirteen weeks ended July 31, 2005, increased
2.4% to $419.0 million from $409.1 million for the thirteen weeks
ended Aug. 1, 2004.  Same store sales for the second quarter of
fiscal 2005 increased 1.1% over the second quarter of fiscal 2004,
consisting of an increase of 10.2% in commercial same store sales
and a decline of 0.8% in retail same store sales.

Net sales for the twenty-six weeks ended July 31, 2005, increased
1.3% to $816.2 million from $806.1 million for the twenty-six
weeks ended Aug. 1, 2004.  Same store sales for the first half of
fiscal 2005 declined 0.1% compared to the first half of fiscal
2004, consisting of an increase of 8.0% in commercial same store
sales and a decline of 1.7% in retail same store sales.

Gross profit decreased $1.1 million to $193.0 million, or 46.1% of
net sales, for the second quarter of fiscal 2005, compared to
$194.1 million, or 47.4% of net sales, for the second quarter of
fiscal 2004.  Gross profit decreased $9.9 million to $372.9
million, or 45.7% of net sales, for the first half of fiscal 2005
compared to $382.8 million, or 47.5% of net sales, for the first
half of fiscal 2004.  The decline in gross margin rate is
primarily related to a higher balance of commercial sales, which
carry lower gross margin rates, as well as higher transportation
costs.

Operating and administrative expenses for the second quarter of
fiscal 2005 were $160.9 million, or 38.4% of net sales, compared
to $160.5 million, or 39.2% of net sales, for the second quarter
of fiscal 2004.  Operating and administrative expenses for the
first half of fiscal 2005 were $318.8 million, or 39.1% of net
sales, compared to $319.2 million, or 39.6% of net sales, for the
first half of fiscal 2004.  Our operating expenses, as a percent
of sales, decreased despite the addition of 22 net new stores
since Aug. 1, 2004 (based on year-to-year end of second quarter
store count).

Interest expense for the second quarter of fiscal 2005 increased
to $8.3 million from $8.0 million in the second quarter of fiscal
2004.  Interest expense for the first half of fiscal 2005
increased to $16.9 million from $16.6 million in the first half of
fiscal 2004.  Interest expense increased primarily as a result of
higher variable interest rates.

In the second quarter of fiscal 2005, the Company recorded a loss
on debt retirement of $1.6 million relative to our recent
refinancing.

Net income for the second quarter of fiscal 2005 was
$13.1 million, compared to net income of $15.3 million, for the
second quarter of fiscal 2004.  During the second quarter of
fiscal 2005, the Company incurred charges of $1.6 million relating
to the loss on debt retirement and approximately $700,000 of
severance costs.  These charges (net of income tax) negatively
impacted net income for the second quarter of fiscal 2005 by
$1.3 million.

Net income for the first half of fiscal 2005 was $21.1 million,
compared to net income of $28.1 million, for the first half of
fiscal 2004.  During the first half of fiscal 2005, the Company
incurred charges of $1.6 million relating to the loss on debt
retirement and approximately $0.7 million of severance costs.
These charges (net of income tax) negatively impacted net income
and earnings per share for the first half of fiscal 2005 by $1.3
million and $0.03, respectively.

"While our retail same store sales have been weaker than
anticipated, the second quarter trend improved as we expected and
this improvement has continued into the third quarter.  We
continue to see solid gains in our commercial sales and remain
optimistic about the fundamentals of our business," said Maynard
Jenkins, chairman and chief executive officer of CSK Auto Corp.
"Our expense control initiatives are proving to be effective and
we continue to focus on improving our inventory mix.  In addition,
we are pleased with the completion of our recent refinancing,
which will reduce our interest expense and enable us to better
manage our excess cash."

                        Debt Refinancing

In July 2005, the Company completed a refinancing that included
the execution of a new $250.0 million asset-based senior credit
facility, which was subsequently increased in August 2005 by an
additional $75.0 million to a total of $325.0 million.  In
addition, the Company issued $110.0 million principal amount of
3.375% senior exchangeable unsecured notes in a private offering,
which was subsequently increased to $125.0 million as a result of
the exercise by the initial purchasers of an over-allotment option
in August 2005.  The notes are exchangeable into cash and shares,
if any, of our common stock at an initial exchange rate equivalent
to approximately $23.09 per share.  These transactions are
consistent with one of our primary objectives of obtaining the
lowest cost of capital available, which will allow us to further
reduce our long-term debt.

The Company used proceeds from the note offering, borrowings under
the new senior credit facility, and cash on hand to repay in full
our $251.2 million of indebtedness plus accrued and unpaid
interest under our former senior credit facility, repurchase
approximately $25.0 million in aggregate purchase price
(approximately 1.4 million shares) of CSK Auto Corp. common stock,
and for general corporate purposes.  A portion of the proceeds
also was used to pay costs associated with an exchangeable note
hedge transaction entered into in connection with the issuance of
the notes and which, in combination with a warrant option
transaction also entered into in connection with such issuance, is
intended to eliminate the potential economic dilution resulting
from any exchange of the notes until the price of our common stock
exceeds $26.29 per share. In connection with this refinancing, the
Company wrote off $1.6 million of deferred financing fees
associated with our former credit facility.

CSK Auto Corp. is the parent company of CSK Auto Inc., a specialty
retailer in the automotive aftermarket.  As of July 31, 2005, the
Company operated 1,142 stores in 19 states under the brand names
Checker Auto Parts, Schuck's Auto Supply and Kragen Auto Parts.  
The Company also operated three value concept retail stores under
the brand name Pay N Save.

                         *     *     *

Stadard & Poor's rated CSK Auto Inc.'s 7% Senior Subordinated
Notes Due January 15, 2014, at B-.


DADE BEHRING: Inks Pact to Acquire Certain Ranbaxi Lab Assets
-------------------------------------------------------------
Dade Behring Holdings, Inc. (NASDAQ:DADE) reached an agreement in
principle to acquire certain medical diagnostic assets from
Ranbaxy Laboratories, India's largest pharmaceutical company, for
an undisclosed amount.  Dade Behring's and Ranbaxy's current
partnership allows Ranbaxy's India-based customers to purchase
Dade Behring's portfolio of products and services.  Because of the
success of this current relationship, Dade Behring intends to
acquire the same business that is currently distributing Dade
Behring products.

"This acquisition will open significant new opportunities in an
important world economy," said Jim Reid-Anderson, Chairman,
President and CEO, Dade Behring.  "India has a growing population,
and awareness of the need for health care is increasing rapidly in
both urban and rural areas.  Our intent is to grow our presence in
India by leveraging our innovative products and world-class
service."

"Dade Behring and Ranbaxy have shared business values and a shared
commitment to customer excellence," said Jean-Luc Devleeschauwer,
Vice President of Asia Pacific, Dade Behring.  "Because our
customers--and the patients they serve--are extremely important to
both companies, we are committed to providing a seamless
integration of the businesses and will continue to give customers
the same outstanding service, support and quality of products that
they are receiving today."

Ranbaxy's medical diagnostic division serves a broad range of
customers in India, including large hospitals, laboratories and
blood banks across the country.  The division initiated its
operations in 1987 and is a major player in the diagnostic market.  
The division offers a diverse portfolio of medical diagnostic
products, along with a highly-skilled technical team supporting
the products.

Ranbaxy Laboratories Limited, India's largest pharmaceutical
company, manufactures and markets brand and generic
pharmaceuticals and active pharmaceutical ingredients.  Ranbaxy's
continued focus on R&D has resulted in several approvals in
developed markets and significant progress in new drug discovery
research.  Ranbaxy's foray into novel drug delivery systems has
led to proprietary "platform technologies" resulting in a number
of products under development.  The company is selling its
products in over 100 countries and has an expanding international
portfolio of affiliates, joint ventures and alliances, ground
operations in 44 countries and manufacturing operations in seven
countries.

With 2004 revenues of nearly $1.6 billion, Dade Behring --
http://www.dadebehring.com/-- is the world's largest company  
dedicated solely to clinical diagnostics.  It offers a wide range
of products, systems and services designed to meet the day-to-day
needs of labs, delivering innovative solutions to customers and
enhancing the quality of life for patients.

                         *     *     *  

As reported in the Troubled Company Reporter on Apr. 11, 2005,   
Moody's assigned a rating of Ba1 to Dade Behring Inc.'s proposed   
$600 million senior secured credit facility.


DOMINO'S INC: S&P Raises Corporate Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on pizza
delivery company Domino's Inc.  The corporate credit rating was
raised to 'BB-' from 'B+'.  The outlook is stable.
      
"The upgrade reflects the company's improved credit measures
resulting from increased profitability and debt repayment," said
Standard & Poor's credit analyst Robert Lichtenstein.  For the 12
months ended June 19, 2005, EBITDA increased by $26 million to
$218 million, while total debt to EBITDA dropped to 4.0x from 5.2x
the year before.
     
The ratings on Ann Arbor, Michigan-based Domino's reflect:

   * the risks associated with the company's participation in the
     highly competitive pizza industry;

   * a narrow product focus;

   * a significant debt burden; and

   * aggressive financial policy.  

These factors are partially mitigated by:

   * the company's established brand;
   * simple and cost-efficient operating system; and
   * improved profitability.
     
Domino's operates a predominantly franchised system, with more
than 7,000 franchised stores and 569 company-operated stores
throughout the U.S. and in international locations.  The company
is the leading operator in the highly competitive U.S. pizza
delivery market, with about a 20% market share.  Outside the U.S.,
the company generally has a leading market position.  
Nevertheless, barriers to entry are low, and a competitor such as
Pizza Hut could challenge Domino's market position.
     
Domino's operates in a cost-efficient manner with a limited menu
and in small, lower-rent locations.  Capital commitments for
expansion are small, and maintenance costs are minimal relative to
typical fast-food restaurants.  Moreover, expansion of franchised
units is funded by franchisees.  However, costs can fluctuate
unpredictably, and because of perceived value and industry
competition, these costs cannot be easily passed on to consumers.
     
Operating performance has steadily improved over the past several
years.  In the first half of 2005, same-store sales were up 9% at
domestic stores and 8.5% at international stores.  By comparison,
domestic and international same-store sales in all of 2004 rose
2.1% and 5.9%, respectively.  Operating margins for the 12 months
ended June 19, 2005, expanded to 16.5% from 16.3% a year earlier,
as cheese costs moderated.
     
Leverage, though improved, is high, with lease-adjusted total debt
to EBITDA at 4.0x, for the 12 months ended June 19, 2005, compared
with 5.2x the year before.  Cash flow protection measures are
weak, with lease-adjusted EBITDA covering interest by 3.5x.


DS WATERS: Moody's Junks $480 Million Sr. Sec. Credit Facility
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of DS Waters
Enterprises, LP based on its concern regarding the adequacy of
collateral protection in a distressed scenario for debt holders,
which has significantly declined as a result of weak operating
performance and extremely high financial leverage.  The rating
outlook remains negative.

Ratings actions were:

   -- lowered to Caa3 from Caa2, Corporate Family Rating

   -- lowered to Caa3 from Caa2, $480 million senior secured
      credit facility consisting of:

         * a $100 million revolver (reduced from $150 million),
           due 2008; and

         * approximately $380 million term loans outstanding (net
           of $20 million in repayments), due 2009.

The rating outlook remains negative.

Since being formed in 2003 as a joint venture between Groupe
Danone and Suntory Limited, DS Waters has reported slower than
anticipated growth in its traditional home office delivery
business and a quicker than expected shift away from higher margin
cooler rentals to lower priced coolers being offered for purchase
at retail stores.  As a result, the company's earnings and cash
flow has been significantly lower than planned, prompting a
significant write-off of goodwill and intangibles at the end of FY
2004 ($525 million).  Moody's believes that earnings and cash flow
will continue to be under severe pressure.

The Caa3 ratings are based on Moody's estimates of the value of
the business on a going concern basis, as well as in a liquidation
scenario.  The ratings reflect the likelihood that the debt
holders will incur significant losses in a distressed scenario.
Although DS Waters was in compliance with its minimum EBITDA
covenant as of the quarter ended July 1, 2005, compliance with
this covenant over the near term remains tenuous, at best.  As
disclosed in the company's financials, DS Waters has cautioned
that it may not comply with the original amended covenants that
will become effective again in the period ending December 31,
2005.

The negative outlook reflects the likelihood that recovery values
could deteriorate further as time passes.

Formed by the combination of HOD businesses of Groupe Danone and
Suntory Limited, DS Waters Enterprises, LP is a leading US
provider of a range of water products including:

   * 5 gallon and 3 gallon returnable bottles;

   * 2.5 gallon and 1 gallon high density polyethylene bottles;

   * individual serving or polyethylene terephthalate bottles;

   * water dispensers;

   * filtration products; and

   * other ancillary items such as coffee, food products, cups,
     and stirrers.


ETOYS: Court Nixes Collateral Logistics' $783,500 Admin. Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware disallowed
approximately $783,500 in administrative expense claims asserted
by Collateral Logistics, Inc., against reorganized debtor eToys,
Inc., and its affiliates.

The Post Effective Date Committee asked the Bankruptcy Court to
dismiss Collateral Logistics' claims because the Firm acted in bad
faith by ignoring its own retention agreement, failing to file fee
applications and failing to prosecute its proofs of claim.

The Debtors hired Collateral Logistics in April 2001 to assist in
the liquidation of the estate inventory and to establish security
measures to ensure there was no diminution of assets during the
liquidation process.  Since its retention, the Firm has failed to
file any fee applications or provide the Debtors with records and
invoices to support the amounts it listed in its proofs of claims.

The Committee's counsel, Frederick B. Rosner, Esq., at Jaspan
Schlesinger Hoffman, LLP, told the Bankruptcy Court that the
Debtors had expressed dissatisfaction over the services provided
by Collateral Logistics.  Their complaints include lost equipment
and the validity of the fees and expenses that Collateral
Logistics sought to charge to the Debtors' estates.

In November 2001, the Debtors settled the payment dispute with
Collateral Logistics and the Firm acknowledged that it was solely
responsible for the payment of payroll and any other charges
related to its work with the Debtors.  

Despite the agreement, Collateral Logistics subsequently filed
administrative claims seeking payment for $783,500 in service
charges, including $550,500 for labor.  The Firm has failed to
support these claims with the proper documents despite the
Committee's several requests and an order from the Court.

Mr. Rosner stated that Collateral Logistics' repeated delays in
prosecuting its claim and numerous substitutions of counsel has
prejudiced the Debtors' estate.  Mr. Rosner added that the Firm's
alleged claims are the only claims that remain against the
estates.

eToys, Inc., now known as EBC I Inc, operated a web-based toy
retailer based in Los Angeles, California.  The Company filed a
Chapter 11 Petition on March 7, 2001.  When the company filed for
protection from its creditors, it listed $416,932,000 in assets
and $285,018,000 in debt.  eToys sold its assets and name to toy
retailer KB Toys.  The Company's SEC report on February 28, 2002,
the Debtors listed 32,091,918 in total assets and 192,396,702 in
total liabilities.  Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell and Howard Steinberg, Esq., at Irell & Manella
represent the Debtors as they wind-up their financial affairs.


FLINTKOTE CO: Has Until December 29 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
The Flintkote Company and Flintkote Mines Limited's exclusive
periods to file and solicit acceptances of a chapter 11 plan.  The
Court gave the Debtors until Dec. 29, 2005, to file a plan and
until Feb. 27, 2005, to solicit acceptances of that plan.

The Official Committee of Asbestos Personal Injury Claimants and
James J. McMonagle, Esq., at Vorys, Sater, Seymour and Pease LLP,
the legal representative for future asbestos personal injury
claimants, supported the extension.

The Debtors related that they are working closely with the
Asbestos Committee and Mr. McMonagle to design and propose a
joint plan of reorganization, which will be beneficial to all
parties-in-interest.  On July 8, the Debtors presented a draft of
a proposed chapter 11 plan to the Committee and the Futures
Representative for review and input.

                       Previous Objections

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Everest Reinsurance Company fka Prudential Reinsurance Company and
Mt. McKinley Insurance Company fka Gibraltar Casualty Company
objected to the Debtors' fourth request for an extension of their
exclusive periods.

Mt. McKinley questioned the wisdom of allowing ACC and FCR to
draft those procedures when Section 1121 of the Bankruptcy Code
bestows exclusivity solely to a debtor -- not to non-debtor
parties-in-interest like the asbestos constituencies.

Mt. McKinley contended that it should be allowed to submit a trust
agreement and TDPs for inclusion in the chapter 11 plan to be
filed by the Debtors because the Debtors admit that they are not
drafting the trust agreement and the TDPs.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. Del. Case No. 04-11300).  James E. O'Neill,
Esq., Laura Davis Jones, Esq., and Sandra G. McLamb, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represent
the Debtors in their restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of more than $100 million.


FLINTKOTE CO: Has Until Feb. 27 to Decide on Headquarter Lease
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Feb. 27, 2006, the period within which The Flintkote Company
and Flintkote Mines Limited, can elect to assume or reject the
lease agreement for its headquarters located at Three Embarcadero
Center, Suite 1190, in San Francisco California.

The Debtors remind the Court that the lease expires on Aug. 31,
2007.  At this stage, the Debtors say, they are not prepared to
assume the lease and obligate its estate for the two remaining
years on the Lease term.  Alternatively, if Flintkote is forced to
reject the lease, it would be required to relocate to another
location thereby incurring further expenses and temporarily
disrupting the continuity of the Debtors' business operations.

Flintkote is current on its obligations under the Lease.  
Flintkote says it intends to fulfill all future Lease obligations
on a timely basis throughout the duration of the Chapter 11 case,
unless and until the lease is rejected.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. Del. Case No. 04-11300).  James E. O'Neill,
Esq., Laura Davis Jones, Esq., and Sandra G. McLamb, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represent
the Debtors in their restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of more than $100 million.


GENERAL MOTORS: Foreign Raw Material Purchases Help Cut Costs
-------------------------------------------------------------
General Motors Corp. is buying more raw materials from Eastern
Europe, Korea and China, Joseph Szczesny at the Oakland Press
reports.

Bo Andersson, GM's vice president of global purchasing, told
analysts that Asian suppliers would play a big role in providing
raw materials to the Company.  The Company has found good quality
materials at low prices that offset shipping charges.

Mr. Andersson relates that North American suppliers are in deep
financial trouble or in bankruptcy because they have high labor
costs or inflexible labor agreements, and some of them didn't
manage their raw material costs very well.

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

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

GM's consolidated debt outstanding totaled $440,644,000,000 at
June 30, 2005, and total net loss for the six-month period ending
June 30, 2005, is $1,390,000,000.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of General Motors
Corporation senior unsecured debt to Ba2 from Baa3, and its short-
term rating to Not Prime from Prime-3, and assigned a Ba2  
Corporate Family Rating and an SGL-1 speculative grade liquidity  
rating.  Moody's also lowered the ratings of General Motors  
Acceptance Corporation senior unsecured debt to Ba1 from Baa2, and  
short-term rating to Not-Prime from Prime-2.  Moody's said the
rating outlook for both companies is negative.

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

Ratings lowered include:

General Motors Corporation and supported entities:  

   * senior unsecured debt to Ba2 form Baa3;  

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

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

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

   * preferred to (P)B1 from (P)Ba2;  

   * VMIG-3 rating to S.G.; and  

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

General Motors Acceptance Corporation and supported entities:  

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

Ratings assigned:

General Motors Corporation:  

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


GOLDSTAR EMERGENCY: Has Until October 24 to File Chapter 11 Plan
----------------------------------------------------------------
Goldstar Emergency Medical Services Inc. sought and obtained an
extension from the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, of its time to exclusively file and
solicit acceptances of a chapter 11 plan.  The Court gave Goldstar
until October 24 to file a plan and until November 25 to solicit
acceptances of that plan.

The Debtor asked the Court for a 120-day extension until Nov. 26
to file a plan, but only got a 60-day reprieve.  The Court
however, gave Goldstar the right to file for another extension on
a later date.

Goldstar's affiliates under chapter 11 protection and their
current exclusivity deadline are:

     Debtor-affiliate                Exclusivity Ends
     ----------------                ----------------
     Goldstar EMS LCC                November 8, 2005
     Goldstar EMS II                 November 15, 2005
     Thomas Ambulance                November 15, 2005
     Goldstar EMS IV, Inc.           November 26, 2005
     Goldstar EMS South Texas, Inc.  November 26, 2005
     
Goldstar and its affiliates are jointly administered and plan to
file a joint chapter 11 plan and disclosure statement.

The Debtor told the Court that the extension is warranted because
its operation has suffered a significant reduction due to a
drastic lessening of payments from Medicare after a prepayment
review process.  Payments from Medicare accounts for 70% of the
Debtor's revenue.  As a result, the Debtor and its affiliates have
to revise their previously drafted reorganization plan.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GOLDSTAR EMERGENCY: Wants Thousands of Medicare Claims Paid
-----------------------------------------------------------
On June 3, 2005, the U.S. Dept. of Health and Human Services
had placed Goldstar Emergency Medical Services, Inc., and its
debtor-affiliates under a prepayment review conducted by
Tricenturion, a subsidiary of BlueCross BlueShield.  The
government gave no reason for the review.  The result of which is
the termination of Medicare payments that shut down much of the
Debtors' operations.  

Goldstary says that claims got rejected for little or no stated
reason.  The Health Dept.'s reasons were just "not medically
necessary" or "improper modifiers" which, the Debtors assert, are
vague fragments.

The Debtors sought an explanation from Tricenturion but didn't get
any.  On July 11, they sent representatives to Tricenturion's
office.  The next day, a conference call among Tricenturion, the
U.S. Attorney and the Debtors was held.  Still, Tricenturion kept
its mouth shut.  

The rejection of the Debtors' claims resulted in a 70% cut of
their revenue.  The Debtors instituted a suit against Tricenturion
and the U.S. Dept. of Health and Human Services.  The government
initiated a settlement agreement where:

   1) it agrees to remove all non-dialysis transport claims from
      prepayment review;

   2) for all claims that are already filed:

      -- rejected claims will be dealt through the normal appeals
         process;
   
      -- all claims pending prepayment review will be sorted into
         two categories where claims in "others" category will be
         sent for payment; and

      -- Tricenturion will submit a daily report listing
         Goldstar's claims that are transmitted for payment;   

As of Aug. 29, the Debtors are however, not receiving anything
from 3528 submitted medical claims.  Of which, 1080 claims were
rejected and 2383 are yet to be reviewed.  They say that 99% of
their claims are not being processed and paid.  

The Debtors says they are "amazed" that the law is being
manipulated to put them out of business instead of meeting a
regulatory goal.

Goldstar insists that the delay in claims processing is
deliberate.  The Debtors became aware of the denial of claims in
August 30.

Judy Robbins, Esq., the local U.S. Attorney, told the Debtors that
there was no prepayment review or suspension.  

The Debtors believe that the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, can compel the
Health Dept. to process claims before they undergo any review and
to pay unreviewed claims pending further review.  Also, the
Debtors want the automatic stay enforced to stop the Health Dept.
from withholding Medicare payments.

In addition, the Debtors say that they provide ambulances to the
Federal Emergency Management Agency.  If the prepayment review is
not enjoined immediately, then Goldstar can't comply with FEMA
demands.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GOLDSTAR EMERGENCY: U.S. Trustee to Meet Creditors on Sept. 27
--------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting
of Goldstar Emergency Medical Services Inc.'s creditors at
11:00 a.m., on September 27, 2005, at 515 Rusk, Suite 3401 in
Houston, Texas.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


HARRIS CORP: Leitch Acquisition Prompts Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the Baa2 senior unsecured debt
rating for Harris Corporation following the company's announcement
that it intends to acquire Leitch Technology Corporation, a
Canadian provider of video and high definition systems for the
broadcast industry, for approximately $450 million in cash.  The
outlook is stable.

Ratings affirmed include:

   -- Senior Unsecured rating at Baa2
   -- Senior Unsecured MTN program at Baa2
   -- Senior Unsecured Shelf at (P)Baa2
   -- Subordinated Shelf (P)Baa3
   -- Preferred Shelf (P)Ba1
   -- Commercial Paper rating at P-2

The ratings affirmation reflects Moody's expectation for continued
generation of consistent free cash flow as well as improvement in
the growth and profitability of the company's Microwave and
Broadcast Communications businesses.  The Leitch acquisition is
expected to compliment Harris' businesses in broadcasting products
and services.  The affirmation further reflects Moody's
expectation that Harris will integrate Leitch's operations
smoothly and realize expected revenue and cost synergies.

Harris has agreed to pay C$14.00 per share, or approximately
US$450 million (net of acquired cash), for all outstanding shares
of Leitch.  The acquisition is expected to be funded 50% through
offshore cash and 50% through newly issued debt.  Harris' cash
position at July 31, 2005 was $378 million.  As of April 1, 2005,
the company had no borrowings under its $500 million revolving
credit facility (unrated).  Following the close of the
acquisition, which is expected to close within 60 days, Harris
will have consumed a substantial amount of its internal liquidity.
Any further significant debt-financed acquisition could result in
downward rating pressure.

Moody's expects the company's Government and RF Communications
segments to continue to drive profitability growth amidst
favorable demand for governmental communications systems.
Approximately 65% of Harris' diversified governmental projects are
cost plus contracts and contribute to a consistent payment
schedule.  Given this predictability, fiscal 2006 free cash flow
should approximate $200 million, which translates into a pro
forma ratio of approximately 30% free cash flow to debt, based on
$401 million of debt at fiscal year ended July 1, 2005.

The Leitch acquisition is expected to improve Harris's market
position the broadcast services, hardware, and software markets.
Leitch is a market leader in high performance video systems with
$183 million in revenue in the fiscal year ended April 30, 2005.
Through its acquisition of Leitch, Harris will gain entry into
digital media and broadcast infrastructure markets, where Leitch
has a broad portfolio of 3,000 customers in 100 countries.
Although a downturn in advertising spending and deferral of a
definitive FCC mandate for digital broadcast conversion had
weakened Harris' broadcast business, the further diversification
of product offerings from Leitch should continue to improve
organic operating performance.

The stable rating outlook reflects Moody's expectation that Harris
will continue to generate meaningful free cash flow relative to
its increased debt levels.  The outlook also reflects the
expectation that Harris will be able to integrate Leitch's
operations and continue the improvements in financial performance
that Leitch has recently experienced.  Moody's will monitor the
company's progress in generating expected revenue and cost
synergies from the acquisition.  

The ratings could face downward pressure to the extent that Harris
is unable to realize expected financial synergies from the
acquisition or if recent improvement in the company's other
commercial businesses are not sustained. Further acquisitions
which result in material increases in debt could also place
downward pressure on ratings.  Alternatively, the ratings could
face upward pressure if Harris is able to smoothly integrate
Leitch while also demonstrating further sustainable improvement in
the company's other commercial businesses and liquidity profile
following the acquisition.

Located in Melbourne, Florida, Harris Corporation provides
communication equipment and services to government and commercial
markets.  The company expects $3 billion in revenue in fiscal
2005.


HOLLINGER INTERNATIONAL: Will Restate 2000 to 2003 Financials
-------------------------------------------------------------
Hollinger International Inc.'s (NYSE: HLR) management and the
audit committee of its board of directors, in consultation with
the Company's independent registered public accounting firm, KPMG
LLP, concluded that certain of the Company's previously published
consolidated financial statements should be restated due to the
correction of accounting errors in prior periods.

The Company will restate its consolidated balance sheets as of
December 31, 2000, 2001, 2002 and 2003, and its consolidated
statements of operations for the years ended December 31, 2000 and
2001.  The restatement results from errors in and expected
adjustments to the Company's U.S. federal tax returns for 1999 and
1998 and is mainly related to gains on sale of assets and
newspaper operations, and foreign exchange computations in 1999.

The restatement will decrease the Company's stockholders' equity
and increase total income tax liabilities by approximately
$29.9 million at December 31, 2000, and approximately $31.9
million at December 31, 2001, 2002 and 2003.  The restatement will
decrease the Company's net income by approximately $1.7 million
for the year ended December 31, 2000, and increase the net loss by
approximately $1.9 million for the year ended December 31, 2001.

The Company will publish the restated consolidated financial
statements in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, which it currently expects to file by the
close of the market on Thursday, September 15, 2005.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                         *     *     *

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

Ratings withdrawn:

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

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

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

Ratings confirmed:

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

Moody's says the outlook is changed to positive.


INDOSUEZ CAPITAL: Moody's Withdraws $36 Million Notes' Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on these
classes of notes issued by Indosuez Capital Funding III, Ltd:

   1) US $372,000,000 Class A Senior Secured Floating Rate Notes,
      due 2008

   2) US $36,000,000 Class B Second Senior Secured Fixed Rate
      Notes, due 2008

According to Moody's, the ratings were withdrawn because the notes
were paid in full.  Indosuez Capital Funding III, Ltd. closed in
January of 1998.

The ratings of these tranches have been withdrawn:

Issuer: Indosuez Capital Funding III, Ltd

Tranche Descriptions: US $372,000,000 Class A Senior Secured
                      Floating Rate Notes, due 2008

   Prior rating:      Aaa (Wrapped portion), Aa3 (Unwrapped
                      portion), Aa3 (Revolving Credit Facility)

   Current rating:    Withdrawn

Tranche Descriptions: US $36,000,000 Class B Second Senior Secured
                      Fixed Rate Notes, due 2008

   Prior rating:      Ba3
   Current rating:    Withdrawn


JULION STREETER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Julion Timothy & Suzanne Marie Streeter
        35224 Provost Road
        Tyronza, Arkansas 72386

Bankruptcy Case No.: 05-21600

Chapter 11 Petition Date: September 2, 2005

Court: Eastern District of Arkansas (Jonesboro)

Debtor's Counsel: Ben F. Arnold, Esq.
                  111 Center Street, Suite 1300
                  Little Rock, Arkansas 72201
                  Tel: (501) 372-7243
                  Fax: (501) 372-5553

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CNH Capital America, LLC      Unperfected purchase      $120,000
P.O. Box 292                  money sec.
Racine, WI 53401-0292

CNH Capital America, LLC      Unperfected purchase      $120,000
P.O. Box 292                  money sec.
Racine, WI 53401-0292

Kennett National Bank         Personal guaranty          $92,799
Attn: Rodney Rouse, Pres.     Business debt
805 1st Street
Kennett, MO 63857

John Deere Credit             Purchase contract          $77,810

First Community Bank          Promissory note            $60,000
East Arkansas

Arkansas Heart Hospital       Medical bills              $31,732

Chase Cardmember Services     Credit card purchases      $24,875

CNH Capital America, LLC      Personal guaranty          $22,985

GM Cardmember Services        Credit card purchases      $15,218

Speer Land Leveling, Inc.     Loan for attorneys         $15,000
                              Fees

Air Evac Lifeteam             Medical bills              $12,291

Bruce Martin Construction,    Open account               $11,477
Inc.

Discover Card Titanium        Credit card purchases      $10,192

USAA Savings Bank             Credit card purchases       $9,373

CNH Capital America, LLC      Personal guaranty           $6,981

Bank of America VISA          Credit card purchases       $6,651

Cabela's Club                 Credit card purchases       $5,761

Greenwood Laflore Hospital    Medical bills               $4,122

Farm Bureau Mutual Insurance                              $3,524

St. Bernards Medical Center   Medical bills               $3,418


KEYS RESORT: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Keys Resort Investors, LLC
        420 Lexington Avenue, Suite 2620
        New York, New York 10170

Bankruptcy Case No.: 05-17409

Chapter 11 Petition Date: September 2, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Total Assets: $5,301,100

Total Debts:  $7,089,622

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Imperial Mixed-Use Real E        Purchase of real     $2,000,000
420 Lexington Avenue             property and cash
New York, NY 10170               loans

Imperial Resort Investors        Purchase of real     $1,250,000
420 Lexington Avenue, Suite 2620 property
New York, NY 10170

Arnell- West Inc.                Advances on            $200,000
3441 South 2200 West             construction
Salt Lake City, UT 84119         management
                                 contract

Beckley Singleton Chtd.          Legal fees              $70,000
530 Las Vegas Boulevard South
Las Vegas, NV 89101

3D-Win, Inc.                     Architectural            $6,918
550 Sylvan Avenue, Suite 202     Renderings
Englewood Cliffs, NJ 07632

Daniel Payne Hale                Membership               $5,000
c/o Martinson & Beason           interest
115 North Side Square            subscription
Huntsville, AL 35801             rescission

Squire, Sanders & Dempsey LLP    Legal Fees               $4,183
350 Park Avenue
New York, NY 10022

Economics Research Association   Economic Impact          $2,936
10990 Wilshire Boulevard         Study
Suite 1500
Los Angeles, CA 90024

Ballard Spahr, et al.            Legal Fees               $1,266
201 South Main Street, Suite 600
Salt Lake City, UT 84111


KMART CORP: Elfriede Austin Wants Company Held in Contempt
----------------------------------------------------------
On September 8, 2001, Elfriede Austin sustained personal injuries
in a Kmart store in Woodstock, Georgia.  Ms. Austin filed a proof
of claim in Kmart's Chapter 11 case.

Kmart asserted that Ms. Austin failed to comply with the claim
filing requirements.  After Ms. Austin responded to the objection,
Kmart conceded to the claimant's compliance to the requirements.

Russell Blank, Esq., in Atlanta, Georgia, relates that Kmart still
refused to negotiate or settle on grounds that the statute of
limitations has expired with respect to the claim.

On August 19, 2004, Ms. Austin filed a motion compelling Kmart to
comply with the U.S. Bankruptcy Court for the Northern District of
Illinois' prior order setting the procedures for resolving
personal injury claims.

On November 4, 2004, the Court signed an agreed order presented by
the parties, lifting the Plan Injunction and finding that
Ms. Austin exhausted the Court-required settlement procedures.  
As agreed by the parties, Ms. Austin was entitled to take further
action as was appropriate to present her claims through litigation
"until final judgment or settlement."

On February 16, 2005, Ms. Austin filed a lawsuit in a Georgia
state court.  Kmart moved to dismiss the lawsuit on grounds that
the statute of limitations has expired.

Kmart's defense to its request for dismissal directly violates the
November 4 Agreed Order, Mr. Blank asserts.  The Agreed Order was
drafted to specifically provide that the statute of limitations
was tolled during the period that the Plan Injunction was in
effect -- from May 6, 2003, until November 4, 2004.  By
subtracting the period from the applicable Georgia statute of
limitations, the statute of limitation was due to expire 21 days
after the lawsuit was filed.

Ms. Austin asks the Court to issue a citation for contempt to
Kmart for its blatant violation of the Agreed Order.  She also
asks the Court to impose appropriate sanctions, to include an
injunction as to the utilization of the statute of limitations
defense, and an award of the travel costs for appearing in Court
in October 2004, and again to argue the request for contempt,
along with reasonable attorneys' fees for the time devoted to
prepare and argue the Motion for Contempt.

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: Discovery Battle Brews Over Philip Morris & HNB Claims
------------------------------------------------------------------
Philip Morris Capital Corporation and HNB Investment Corporation
filed 11 claims against Kmart Corporation:

  Claim No.   Store No.  Location                   Claim Amount
  ---------   ---------  ----------                 ------------
    42208       4759     LaFayette, Georgia           $2,324,291
    42209       4923     Amsterdam, New York           5,540,007
    42289       7609     Highland, California          3,425,048
    42290       7564     Mission Viejo, California     5,170,273
    42291       3974     Fresno, California            6,995,687
    42292       7704     Mankato, Minnesota            3,192,290
    50110       4941     San Antonio, Texas           13,113,196
    50111       4931     Sherman, Texas               13,666,752
    50112       7700     Hilliard, Ohio                8,636,041
    50113       4948     Waco, Texas                  16,847,716
    50863         -      -                            21,250,840

Kmart objected to certain PMCC and HNB Claims.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, explains that the contested
matter arises out of various sale and leaseback transactions under
which Kmart sold stores to PMCC and HNB, then leased back the
stores from them.

PMCC and HNB financed their acquisition of the Kmart properties by
selling notes to various lenders that were governed by noted
indentures entered into with the Bank of New York as indenture
trustee.  PMCC and HNB anticipated receiving a certain return of
investment as well as receiving various tax benefits.

Because of Kmart's rejection of the agreements, PMCC and HNB
surrendered the properties to the note holders by tendering deeds
in lieu of foreclosure to the indenture trustee.  PMCC and HNB
were unable to enjoy the expected economic return.

Kmart believes that the PMCC and HNB Claims are subject to the
Section 502(b)(6) cap on damages resulting from the rejection of a
real property lease.  In the alternative, the claims:

   (a) "double counts" various items of damages that ought to be
       subtracted out; and

   (b) under a tax indemnity agreement for lost tax benefits
       should be reduced to the extent that the like-kind
       exchange permitted PMCC and HNB to actually enjoy those
       benefits.

Mr. Barrett reminds the Court that PMCC and HNB declined to work
with Kmart in sorting through which facts are genuinely disputed.  
Thus, Kmart filed an emergency motion asking the Court to
bifurcate the proceeding, so that the application of the Section
502(b)(6) cap would be heard first.

To avoid bringing unnecessary disputes to the Court, the parties
agreed to take depositions of the expert witnesses first.  In
addition, Kmart stipulated to various facts that obviated the need
for a series of other depositions.

In a status conference report submitted to the Court, Mr. Barrett
relates that after the deposition of the parties' expert
witnesses, only the legal issues -- whether the Section 502(b)(6)
cap applies to the claims and whether the items of damages due to
the alleged "double counting," are properly recoverable as
contract damages -- remain unresolved.

Accordingly, Kmart believes that no further discovery is
necessary, and the matter can be presented to the Court for
further resolution.

              PMCC & HNB Want Additional Depositions

Jeremy C. Kleinman, Esq., at Quarles & Brady LLP, in Chicago,
Illinois, tells Judge Sonderby that Kmart's 19th and 20th Omnibus
Claims Objections did not include the allegations of double
counting of various items of damages and the cap under Section 502
with respect to eight of the 11 claims.

Kmart cannot assert further objections to PMCC and HNB's claims.

Mr. Kleinman argues that, pursuant to the Confirmed Plan, Kmart
cannot file objections to claims after the February 2, 2004
deadline.  Accordingly, Kmart is only entitled to pursue the
objections already set forth in the 19th and 20th Omnibus
Objections.

Kmart alleged in the 19th Objection that its obligations under
Claim Nos. 50110 to 50013, and 50863 have been satisfied.  Kmart
alleged in the 20th Objection that each of the 11 Claims is a
"competing claim" with another creditor.

PMCC and HNB denied the allegations.

However, Mr. Kleinman points out, Kmart has now admitted that it
"has not made a distribution or payment" with respect to the
"Satisfied" Claims and that it is not aware of any "competing
claim."

Consequently, Claim Nos. 50110, 50111, 50112, 50113 and 50863 are
no longer subject to a bona fide dispute.

The remaining claims are:

        Claim Nos.    Grounds
        ----------    -------
          42209       Claims assert overstated amount
          42289       pursuant to Section 502(b)(6)
          42292

          42289       Claims supported by insufficient
          42293       documentation

          42290       No contractual liability under
          42291       the claims
          42208
          42209

PMCC and HNB have not had any opportunity to take the deposition
of any Kmart personnel.

PMCC and HNB ask the Court to allow six additional depositions of
witnesses to continue.  They intend to take the deposition of any
Kmart personnel to determine Kmart's intent and understanding with
respect to its prior transactions with them.

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)


LEHMAN MANUFACTURED: Interest Shortfall Cues Fitch to Cut Ratings
-----------------------------------------------------------------
These rating actions have been taken on Lehman Manufactured
Housing mortgage-backed securities:

   Lehman ABS Corp. series 1998-1 group I:

     -- Class I-IO affirmed at 'AAA';
     -- Class I-A-1 downgraded to 'A+' from 'AA'.

   Lehman ABS Corp. series 1998-1 group II:

     -- Class II-IO downgraded to 'CC' from 'AA-';
     -- Classes II-A-1 & II-A-2 are downgraded to 'B-' from 'B'.

   Lehman ABS Corp. series 2001-B

     -- Classes AIO2 and AIO3 affirmed at 'AAA';
     -- Classes A1 to A6 downgraded to 'AA' from 'AAA';
     -- Class A7 affirmed at 'AAA';
     -- Class M1 downgraded to 'BBB+' from 'AA';
     -- Class M2 downgraded to 'BB' from 'A';
     -- Class B1 downgraded to 'B-' from 'BB'
     -- Class B2 remains at 'C.'

The affirmation on Lehman MH 2001-B class A7 ($191 million) is due
to the certificate guaranty insurance policy issued on the class
by Ambac Assurance Corporation.  With this policy, class A7 is
guaranteed timely payment of interest and ultimate payment of
principal.  Ambac Assurance Corporation's insurer financial
strength rating is 'AAA'.

The downgrades on Lehman MH 2001-B, affecting approximately
$660 million, reflect the deterioration in the relationship
between credit enhancement and the expected loss on the remaining
pool balance.  Fitch expects the remaining pool balance to incur a
loss of approximately 25%.

The Lehman Manufactured Housing 1998-1 transaction is
collateralized with classes from 11 Green Tree MH transactions.
Due to the lack of additional credit enhancement, the credit risk
of the transaction is directly tied to the credit risk of the
underlying Green Tree classes.  The credit risk on some of the
underlying classes has recently increased, as reflected in the
negative rating actions taken on those classes in May of 2005 (see
'Fitch Takes Rating Actions on $11.6B of Conseco/Green Tree MH
Transactions,' dated May 13, 2005, available on the Fitch web site
at http://www.fitchratings.com/).

The increased credit risk to the underlying classes has created
the need for negative rating action on this transaction.  The
downgrades affect approximately $130 million.  Class II-IO is
downgraded due to a concern of the likelihood of an interest
shortfall on the underlying classes, Green Tree MH 1995-9 class M-
1 and Green Tree MH 1996-3 class M-1.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


LEVITZ HOME: S&P Withdraws Junks Corporate Credit & Notes Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Woodbury, New York-based Levitz Home Furnishings Inc.
      
"The ratings were withdrawn because the company did not provide
adequate information to maintain the ratings," said Standard &
Poor's credit analyst Robert Lichtenstein.
     
The 'CCC' corporate credit and senior secured class A note ratings
and 'CC' class B note rating were withdrawn.


MCI INC: Deephaven Capital Solicits Proxies to Vote Against Merger
------------------------------------------------------------------
Deephaven Capital Management LLC, the manager of certain funds
that beneficially own shares of MCI Inc., filed a Proxy Statement
with the Securities and Exchange Commission to get holders of
shares of MCI common stock to vote against Verizon Communications,
Inc.'s $8.44 billion merger proposal.

The Special Meeting will be held on October 6, 2005 at 10:00 a.m.
Eastern Standard Time at MCI's Corporate Headquarters, located at
22001 Loudoun County Parkway, Ashburn, Virginia 20147.

Deephaven said the proposed merger between Verizon and MCI is not
in the best interests of MCI stockholders because the proposed
merger provides less total consideration to holders of MCI common
stock than the last offer made by Qwest Communications
International, Inc.

Verizon will pay $26 per share in the merger consideration, while
Qwest, in its last offer, would pay $30 per share.

                      Deephaven's Interests

As of August 30, 2005, Deephaven beneficially owned 11,796,019
shares of MCI common stock, 800,100 shares of Qwest common stock,
and had a short position of 179,129 shares of Verizon common
stock.  In addition, as of August 30, 2005, Deephaven beneficially
owned $199,453,656 in aggregate principal amount of MCI bonds and
$29,537,000 in aggregate principal amount of Qwest bonds.  
Deephaven may have interests that differ from the interests of
other holders of MCI common stock, by virtue of its various
investments, including Deephaven's current short position in
Verizon common stock, its long position in Qwest common stock, the
Qwest bonds it holds and its positions under certain swap
agreements.  

Deephaven said that if the price of Verizon common stock were to
decrease for any reason or the price of Qwest or MCI stock were to
increase for any reason, Deephaven may be in a position to
benefit.  Deephaven informed SEC that it is soliciting proxies to
vote against the merger with Verizon as a significant holder of
MCI common stock and is acting based on its interests as a holder
of MCI common stock.

To the extent there is any benefit or detriment to the holders of
MCI common stock as a result of the outcome of the vote regarding
the potential MCI-Verizon merger, Deephaven would benefit or be
harmed ratably with other MCI stockholders to the extent of its
shares of MCI common stock.  In such a case, however, Deephaven's
loss may be offset to the extent its other investments were to
increase in value, Deephaven explained in the regulatory filing.

Deephaven plans to vote its 11,796,019 shares representing
approximately 3.61% of the outstanding MCI shares, based upon the
326,430,593 shares of MCI common stock issued and outstanding on
August 30, 2005.  Deephaven told SEC that it has no knowledge of
Qwest's plans or intentions, however, to engage in a merger
combination with MCI in the event that the merger with Verizon is
voted down, and there can be no assurance that Qwest will make
another bid for MCI or what the terms of such bid, if any, might
be.

                          About Verizon

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE:VZ) -- http://www.verizon.com/-- is one   
of the world's leading providers of communications services.
Verizon has a diverse work force of more than 214,000 in four
business units: Domestic Telecom provides customers based in 28
states with wireline and other telecommunications services,
including broadband.  Verizon Wireless owns and operates the
nation's most reliable wireless network, serving 47.4 million
voice and data customers across the United States.  Information
Services operates directory-publishing businesses and provides
electronic commerce services.  International includes wireline and
wireless operations and investments, primarily in the Americas and
Europe.

                            About MCI

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.

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MED GEN: Board & NASDAQ Okays 20:1 Reverse Split of Common Shares
-----------------------------------------------------------------
Med Gen, Inc.'s Chairman & Chief Executive Officer, Paul B.
Kravitz, informed the Securities and Exchange Commission in a
regulatory filing that the Company's Board of Directors and NASDAQ
have approved a 20:1 reverse split of all of the issued
outstanding common shares.  

The split is effective today, September 6, 2005, for all
shareholders of record at the closing of business September 2,
2005.  The old symbol MDGN will be replaced by a new symbol and
the Cusip Number has been changed to: 58401X 30 8.

The total outstanding shares as of the date of September 2, 2005,
is 53,176,447.  After the reverse the total outstanding shares
will be 2,658,822.  All fractional shares will be reduced to the
lower number by the Transfer Agent effective September 6, 2005.

The new symbol will be MGEN.

Med Gen, Inc., was established under the laws of the State of  
Nevada in October 1996 to manufacture, sell and license healthcare  
products, specifically to the market for alternative therapies  
(health self-care).

As of June 30, 2005, Med Gen's balance sheet reflected a $522,061
stockholders' deficit.


MERITAGE HOMES: Completes $56.6 Million Greater Homes Acquisition
-----------------------------------------------------------------
Meritage Homes Corp.(NYSE: MTH) completed the purchase of Greater
Homes Inc. of Orlando, Florida.  The purchase price, subject to
final post-closing adjustments, was approximately $56.6 million
plus the repayment at closing of approximately $27.8 million of
debt and the assumption of approximately $12.7 million of accounts
payable and accrued liabilities.

Greater Homes controls approximately 3,200 lots in the Orlando
area and expects to close about 600 homes in 2005 at an average
selling price of around $267,000, resulting in home closing
revenue of $160 million.

"We are excited about continuing our expansion into the fast-
growing state of Florida," said John R. Landon, Meritage co-
chairman and CEO.  "Consistent with our past acquisitions, we
expect to grow this division rapidly."

Bob Mandell, chairman of the board and CEO of Greater Homes, will
remain with the company as president of the Greater Homes division
in Orlando.

Meritage Homes Corp. -- http://www.meritagehomes.com/-- is one of  
the nation's largest single-family homebuilders, and is traded on
the NYSE, symbol: MTH.  The company appears on Forbes' "Platinum
400" list as No. 1 in terms of five-year annualized total return,
and is included in the S&P SmallCap 600 Index.  Fortune magazine
recently ranked Meritage 747th in its "Fortune 1000" list of
America's largest corporations and included the company as a "top
pick from 50 great investors" in its Investor's Guide 2004.
Additionally, Meritage is ranked as one of Fortune's Fastest
Growing Companies in America, its fifth appearance on this list in
seven years.  The company has built approximately 40,000 homes,
ranging from entry-level to semi-custom luxury.  Meritage operates
in fast-growing states of the southern and western United States,
including six of the top 10 single-family housing markets in the
country.

                         *     *     *

As reported in the Troubled Company Reporter on March 2, 2005,  
Fitch Ratings has assigned a 'BB' rating to Meritage Homes
Corporation's (NYSE: MTH) $350 million, 6.25% senior notes due
March 15, 2015.  Fitch said the Rating Outlook is stable.  The
issue is ranked on a pari passu basis with all other senior
unsecured debt, including Meritage's $400 million bank credit
facility.  


MERRILL CORP: Moody's Upgrades $146 Million Notes' Ratings to B3
----------------------------------------------------------------
Moody's Investors Service upgraded Merrill Corporation's Corporate
Family Rating (previously Senior Implied) to B1.  All other
ratings are upgraded including:

Merrill Communications LLC:

   * $50 million senior secured revolving credit, due 2008
     -- to Ba3 from B1

   * $115 million senior secured term loan B, due 2009
     -- to Ba3 from B1

   * $45 million senior secured discount term loan, due 2009
     -- to Ba3 from B1

Merrill Corporation:

   * $25 million Class A senior subordinated notes, due 2009
     -- to B3 from Caa1

   * $121 million Class B senior subordinated notes, due 2009
     -- to B3 from Caa1

   * Corporate Family Rating -- to B1 from B2

The rating outlook is stable.

The upgrade reflects:

   * Merrill's consistent performance over the past year;

   * the stability of its earnings; and

   * the progress of its ongoing revenue diversification
     initiatives.  

The rating also reflects the absence of any significant debt
maturities prior to 2008.  

Nevertheless, ratings remain handicapped by:

   * the vulnerability of Merrill's profitability to business
     volatility in the capital markets;

   * management's acquisitiveness; and

   * by competition from larger and financially stronger rivals in
     all of its business lines.

The stable outlook recognizes the improvement in the company's
operating environment and its significant cash flow generation.

Over the past two years, Merrill's business has continued to
recover from one of the worst recessions to have hit the U.S.
financial print sector.  Since 2002, the company has focused on
diversifying its product offerings and has increased the share of
total revenues derived from its compliance, marketing, promotional
print and document management services.  While management has
succeeded in diversifying the revenue contribution of its non-
financial printing businesses, Merrill's earnings profile
continues to be defined by the highly variable profit contribution
of its transactional financial print business.

In a good year, Merrill's transactional financial print business
can produce ncremental margins in excess of 40% which contrast to
the mid single digit margins of some of its less profitable, but
more steady-state business lines.  Merrill continues to post
strong top line results and its 1Q06 growth in particular, was
achieved in the face of a substantial slow-down in capital markets
activity.

At the end of April 2005, Merrill recorded leverage of
approximately 3.9 times debt to LTM EBITDA, (4.6 times including
$59 million of unrated redeemable preferred stock, and 5.5 times
adjusted for rental obligations).  Although Merrill generated
approximately $20 million in free cash flow for the LTM period
ended April 30 2005, this was more than consumed by $42 million in
acquisition activity, leaving none available for debt reduction.

In addition to depleting its cash from operations, Merrill also
drew under its revolving credit line to support recent acquisition
activity which included a $14 million cash acquisition of P.H.
Brink International in February 2005 and a $19 million cash
acquisition of Fine Arts Engraving Company in January 2005.  At
the end of April 2005, the company had borrowed $30 million under
its $50 million senior secured revolving credit facility.
Adjusting for outstanding letters of credit, Merrill's revolver
availability had shrunk to $14 million by the end of April 2005.
This represents a relatively weak liquidity profile for a company
of Merrill's size.

Ratings lift is unlikely in the near-term, unless Merrill can
demonstrate a reduction in total debt levels.  Ratings could be
downgraded if Merrill continues to deplete liquidity for
acquisition-related activities or if it is unable to demonstrate a
sustainable cash flow contribution from its acquired properties.

Headquartered in St Paul, Minnesota, Merrill Corporation is a
leading provider of diversified communications and document
services.


METABOLIFE INT'L: Committee Hires Brown Rudnick as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metabolife
International, Inc., asks the U.S. Bankruptcy Court for the
Southern District of California for authority to employ Brown
Rudnick Berlack Israels LLP as its co-counsel, nunc pro tunc to
July 5, 2005.

The Committee selected Brown Rudnick as co-counsel, along with
Baker & McKenzie LLP, because of the Firm's experience and
expertise in bankruptcies involving ephedra manufacturers and the
particular issues and potential resolutions arising from them.

In this engagement, Brown Rudnick will:

    a) advise the Committee with respect to its rights, duties and
       powers in the Chapter 11 Case;

    b) prepare, for the Committee, all necessary applications,
       motions, answers, memoranda, orders, reports and other
       legal papers in support of positions take by the Committee;

    c) appear in Court and at various meetings to represent the
       interests of the Committee;

    d) protect the Committee's interest with respect to
       confirmation and consummation of any plans of
       reorganization that may be submitted in these proceedings;

    e) attend meetings and negotiate with the representatives of
       the Debtors, the Creditors' Committee, and other such
       parties;

    f) develop and negotiate the procedures to govern the
       allowance of claims of ephedra claimants and the
       distribution of proceeds to ephedra claimants in accordance
       with provisions of any plans of reorganization that may be
       submitted in these proceedings;

    g) develop and negotiate the procedural structure of an
       appropriate trial on causation, if necessary, and
       participate in such trial solely to insure that the
       approved procedures are followed and not modified without
       the participation of the Committee; and

    h) perform other legal services for the Committee in
       connection with these chapter 11 cases, in accordance with
       the scope of the Committee's duties and as required under
       the Bankruptcy Code and the Bankruptcy Rules.

Brown Rudnick received a $75,000 prepetition retainer in
connection with its role as counsel to the Ad-Hoc Committee prior
to the Debtor's bankruptcy filing.  In addition, the Firm incurred
approximately 245 hours of prepetition work and billed the Debtor
$134,000 for these services.

The principal attorneys in this engagement, and their hourly
billing rates, are:

       Attorney                        Hourly Rate
       --------                        -----------
       William R. Baldiga, Esq.           $650
       David J. Molton, Esq.              $550
       John Biedermann, Esq.              $540

The hourly rates for Brown Rudnick's other professionals are:

       Designation                     Hourly Rate
       -----------                     -----------
       Partners                       $ 395 - $ 750
       Associates                     $ 235 - $ 425
       Paralegals                     $ 150 - $ 230
       Other Staff                    $  85 - $ 195

The Committee assures the Court that Brown Rudnick does not hold
any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined by section 101(14)
Bankruptcy Code.

Brown Rudnick -- http://www.brownrudnick.com/-- is an  
international law firm with offices in the United States and
Europe.  Combining a strong global network with a dedication to
excellence, the firm achieves superior results through the
assembly of cross-disciplinary teams that design and execute
tailored solutions to suit client's needs.  The firm's attorneys
provide representation across key areas of the law: Corporate &
Securities, Corporate Finance, Private Equity and Venture Capital,
M&A, Intellectual Property, Structured & Commercial Finance,
Bankruptcy & Corporate Restructuring, Complex Litigation, Energy,
Real Estate, Government Law & Strategies, and Health Care.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements    
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


METABOLIFE INT'L: Panel Taps Baker & McKenzie as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Metabolife
International, Inc., asks the U.S. Bankruptcy Court for the
Southern District of California for authority to employ Baker &
McKenzie LLP as its co-counsel, nunc pro tunc to July 5, 2005.

The Committee chose Baker & McKenzie as co-counsel based on the
Firm's general knowledge and information regarding the Debtors and
their business operations as a result of Baker's prepetition and
pre-formation services to members of the Committee.

Baker & McKenzie will coordinate with Brown Rudnick, the
Committee's other co-counsel, in:

    a) providing legal advice with respect to the Committee's
       rights, duties, and interests in the Chapter 11 case;

    b) preparing and responding, on behalf of the Committee, to
       any and all applications, motions, answers, orders,  
       reports, and other pleadings in connection with the case;

    c) protecting the Committee's interest with respect to
       confirmation and consummation of any plan of reorganization
       that may be submitted in this case; and

    d) performing any other legal services requested by the
       Committee in connection with the Case including analysis
       and advice regarding the sale of the Debtors' assets, tort
       claims and cause of action, among others.

The Committee tells the Bankruptcy Court that Baker & McKenzie
billed approximately $10,835 in legal fees and expenses for
services rendered to the Committee prior to the Debtors'
bankruptcy filing.

The principal attorneys in this engagement, and their
hourly billing rates, are:

       Attorney                        Hourly Rate
       --------                        -----------
       Ali M.M. Mojdehi, Esq.             $525
       Christine E. Baur, Esq.            $345
       Janet D. Gertz, Esq.               $275

The hourly rates for Baker & McKenzie's other professionals are:

       Designation                     Hourly Rate
       -----------                     -----------
       Partners                        $450 - $850
       Associates                      $250 - $450
       Paralegals                      $150 - $225

The Committee assures the Court that Baker & McKenzie does not
hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined by section 101(14)
Bankruptcy Code.

Baker & McKenzie -- http://www.bakernet.com/-- has a network of  
more than 3,000 locally qualified, internationally experienced
lawyers in 38 countries, and delivers a broad scope of legal
services required for both international and local clients -
consistently, with confidence and with sensitivity for cultural,
social and legal practice differences.  The Firm's practice spans
the full range of local and international corporate and commercial
work, offering our clients a truly global service that no other
firm can match. Its practice areas include, among others,
Antitrust and Trade Law, Banking and Finance, Dispute Resolution,
Corporate Services, Employment, Insurance Litigation, Intellectual
Property Rights,    

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements    
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


METABOLIFE INT'L: Committee Wants Seneca as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metabolife
International, Inc., asks the U.S. Bankruptcy Court for the
Southern District of California for permission to retain Seneca
Financial Group, Inc., as its financial advisor, nunc pro tunc to
July 5, 2005.

The Committee selected Seneca Financial as its financial advisor
because of the Firm's experience in providing financial advisory
services in restructurings and reorganization and its outstanding
reputation for its work on large and complex chapter 11 cases.

In this engagement, Seneca Financial will:

    a) conduct a review of the Company's financial condition and
       financial projections, including the evaluation of the
       Company's businesses;

    b) assess the Company's proposed Section 363 sale procedures
       and the sales process currently being proposed by the
       Debtor and its financial advisors;

    c) identify ways distributable value may be enhanced over a
       period of 6 to 12 months;

    d) review and assess any proposed purchase of the Debtor's
       assets and businesses including the current "Stalking
       Horse Bid" and the Asset Purchase Agreement between the
       Debtor and IdeaSphere, Inc.

    e) assist the Committee in developing alternatives to
       maximize value for ultimate distribution to creditors;

    f) assist the Committee in evaluating claims of creditors in
       the chapter 11 proceeding;

    g) provide expert witness testimony concerning any of the   
       areas encompassed by Seneca's activities under this
       agreement;

    h) assist in the development and presentation to the Committee
       of relevant financial materials and analyses;

   i) Provide such other advisory services as the Committee and
      Seneca agree upon relative to the Debtors' chapter 11 case.

Seneca Financial will also:

   a) conduct a comprehensive review of the Debtors, inclusive of
      its businesses and operations, to form the basis of Seneca's
      analysis and advice in connection with the advisory
      assignment.
   
   b) prepare models, projections, studies or evaluations as may
      be mutually agreed upon between the Committee and Seneca in
      connection with the advisory assignment; and

   c) prepare, as requested by the Committee, valuations of
      purchase proposals for the Debtors' assets and any
      securities proposed to be issued under any Section 363 sale
      for the Debtors' assets; and

   d) provide other advisory services as the Committee and Seneca
      may mutually agree upon.

Seneca Financial  will receive a monthly advisory fee of $125,000
in cash for the first 30 days of this engagement and $75,000 every
30 days thereafter.  

The Firm is also entitled to a completion fee based on a
percentage of the amount distributable to unsecured creditors upon
completion of the case in excess of $20 million.  The completion
fee is computed based on this sliding scale:

      Distributable Proceeds              Completion Fee %
      ----------------------              ----------------
     $20 million to $25 million                 1.5%
     $25 million to $30 million                 2.5%
     $30 million and above                      3.5%

Seneca Financial agrees to credit 50% of advisory fees in excess
of $350,000 to the payment of the completion fee.

The Committee assures the Court that Seneca Financial does not
hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined by section 101(14)
of the Bankruptcy Code.

Seneca Financial -- http://www.senecafinancial.com/-- is a  
Greenwich-based restructuring firm located established in 1993 by
James W. Harris.  Seneca Financial works with senior management of
companies and other key stakeholders seeking to improve financial
and operational restructuring, refinancing, asset redeployments,
divestitures, and acquisitions.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements    
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MIRANT CORP: Wants Metromedia Arbitration Award Agreement Approved
------------------------------------------------------------------
As previously reported, Mirant Corporation and its debtor-
affiliates filed a complaint against Metromedia Energy, Inc.,
alleging breaches of fiduciary duties under a Master Aggregator
Sale/Purchase Agreement dated Nov. 2, 2001, and a related Security
and Lockbox Agreement.  The Debtors asked the U.S. Bankruptcy
Court for the Northern District of Texas for compensatory damages
totaling $33,604,778, plus prejudgment interest, and attorneys'
fees and costs.

The Debtors later dismissed their complaint against Metromedia
without prejudice.

Michelle C. Campbell, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that on September 11, 2003, Metromedia filed a
Demand for Arbitration before the American Arbitration
Association.  "MAEM and Metromedia have been involved in the
Arbitration for almost two years.  The Arbitration between the
parties has been extremely contentious and the parties continue
to disagree as to what amounts are owed to MAEM by Metromedia."

But prior to the scheduled arbitration hearing, Ms. Campbell
tells the Court that the parties agreed to an arbitration award
and judgment.

By this motion, the Debtors ask the Court to approve a
Stipulation to Entry of Award and Judgment between MAEM and
Metromedia.

The material terms of the Stipulation are:

    1. MAEM and Metromedia will jointly instruct the three
       arbitrators assigned to the Arbitration to enter a $25
       million arbitration award to MAEM;

    2. Unless otherwise agreed by the parties, MAEM will observe a
       60-day standstill, which expires on October 10, 2005, on
       any attempts to execute on the Agreed Award, other than
       its commencement of a proceeding in the United States
       District Court for the Northern District of Texas, in which
       the Arbitration was brought to confirm the Agreed Award and
       obtain a judgment; and

    3. Upon the approval of the Stipulation by MAEM's senior
       management and the Court, MAEM will commence the
       Confirmation Case.  Metromedia agrees to facilitate in
       MAEM's swift obtaining of the Confirmation Judgment.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that   
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Creditors Panel Wants Suit v. Ex-Directors Dismissed
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation asks Judge Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas to dismiss its action for recovery of
illegal dividends filed against the Debtors' former directors and
officers.

Jason S. Brookner, Esq., at Andrews Kurth LLP, in Dallas, Texas,
informs the Court that the Mirant Committee and the Debtors have
also commenced adversary proceedings against The Southern Company
to recover certain fraudulent conveyances that include the
illegal dividends, which are the subject of the D&O Action.

Mr. Brookner notes that Southern and three of the Debtors'
directors -- Elmer B. Harris, W. L. Westbrook, and H. Allen
Franklin -- have filed motions to withdraw the reference to the
Bankruptcy Court.  Southern also filed motions with the District
Court to consolidate the Southern Action with the D&O Action, and
to transfer the Southern Action to Georgia.

Many of the defendants in the D&O Action have signed tolling
agreements and some have already been dismissed from the case,
thus obviating the need to proceed with suit against them at this
time, Mr. Brookner adds.

As a result, the Mirant Committee believes that it is in the best
interests of its constituents and the Debtors' estates to dismiss
the D&O Action.

                      Directors Want Suit
                Consolidated with Southern Case

Messrs. Harris, Westbrook and Franklin do not oppose the Mirant
Committee's request.

Instead, they ask Judge Lynn to consolidate the Mirant
Committee's D&O Action with the Committee's adversary proceeding
filed against Southern.

The D&O and the Southern Actions have nearly identical factual
allegations and similar legal issues, including breaches of
fiduciary duty, duty of loyalty, and duty of care, Richard
Kuniansky, Esq., in Houston, Texas, tells the Court.

The D&O and the Southern Actions should be consolidated because:

   1. the identity of the Plaintiff is the same in each complaint
      and the Defendants, while not identical, are closely
      related;

   2. similar witnesses will be used in the proceedings;

   3. consolidation will avoid the need for multiple suits and
      repetitious procedure;

   4. consolidation will avoid unnecessary costs;

   5. consolidation will not prejudice the Mirant Committee,
      rather, will benefit all parties involved;

   6. failure to consolidate the proceedings will very likely
      prejudice the Directors; and

   7. without consolidation, two separate but parallel juries
      will decide the exact same issues based on the exact same
      facts.

                    Equity Committee Reacts

The Official Committee of Equity Security Holders takes no
position with respect to the Mirant Committee's request because
the Equity Committee has:

   (a) not had sufficient time to conduct the necessary factual
       and legal investigation required to assess the Mirant
       Committee's assertions; and

   (b) been unable to reach a determination as to whether
       dismissal of the D&O Action is in the best interests of
       the Debtors' estates in general and the public
       shareholders the Equity Committee represents in
       particular.

The Equity Committee reserves all of its rights in relation to
the Mirant Committee's Dismissal Motion.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that   
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants to Reject Water & Support Services Agreement
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Northern District of Texas' permission to
reject their Water and Support Services Agreement, dated August
31, 2001, with Wrightsville Power Facility, LLC, and US
Filter/Ionpure, Inc., effective as of August 5, 2005.

Under the Service Contract, US Filter agreed to design, install,
maintain and service a water purification system for
Wrightsville's power facility in Wrightsville, Arkansas.  The
Facility uses purified water to produce steam to generate
electricity.  The Service Contract will expire in 2012.

In exchange for US Filter's services, Wrightsville agreed to pay
US Filter:

    -- $10,456 as monthly service fee;

    -- $12,725 as monthly maintenance fee; and

    -- $0.50 for every gallon of purified water provided by the
       water purification system.

Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
tells the Court that the Service Contract also affords US Filter
the right to (x) remove the system on termination of the Service
Contract and (y) enter the Facility to remove the System, subject
to reasonable notice to the Debtors, on or before September 15,
2005.

Mr. Schauer informs the Court that the Debtors have not been able
to use the Wrightsville Facility since October 2003.  The
Facility has been maintained but has not been capable of
immediate operation.

The Debtors assert that:

      (i) the Service Contract is uneconomical and an impediment
          to their ongoing business operations; and

     (ii) the burdens of the Contract far outweigh its benefits;
          and

    (iii) rejection of the Contract is necessary and appropriate.

"[T]he Debtors did not seek to reject the Contract earlier
because the System (or some similar system) is necessary to the
functioning of the Facility, and a potential purchaser of the
Facility might seek to assume the Contract," Mr. Schauer
explains.  "Recently, Wrightsville obtained this Court's approval
to sell the Facility.  The purchaser of the Facility has informed
the Debtors that it does not intend to take an assignment of the
Contract, and has procured (or will procure) an alternate source
or method of water purification services."

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that   
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 72; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MMRENTALSPRO LLC: Taps Henderson Hutcherson as Accountant
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, gave MMRENTALSPRO, LLC, permission to engage
Henderson Hutcherson & McCullough, PLLC, as its accountant.

Henerson Hutcherson will:

   -- review and assess the viability of the Debtor's business
      plan, focusing on industry standards, as well as the
      Debtor's current market position.  

   -- advise and assist the Debtor's management, as necessary, in
      preparing certain information that may be required by the
      Court and its creditors, including:

          * cash flow projections

          * monthly operating reports

          * schedules of assets and liabilities and executory
            contracts and unexpired leases

          * cash receipts and disbursement analyses

          * analyses of various asset and liability accounts, and

          * analyses of proposed transactions relating to the
            business;

   -- provide tax consulting services and prepare necessary tax
      returns to be filed postpetition; and

   -- assist with other reorganization services as may be
      requested by the Debtor in the administration of its cases.

Jack D. London, an accountant at Henderson Hutcherson, discloses
that the Firm's professionals bill:

              Designation                 Hourly Rate
              -----------                 -----------
              Staff Accountant            $70 to $100
              Senior Staff Accountant     $110 to $130
              Managers                    $165 to $200
              Partners                    $230 to $250

Mr. London assures the Court that his Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Chattanooga, Tennessee, MMRENTALSPRO, LLC, and
its owner, Roy Michael Malone, Sr., filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Tenn. Case No 05-13814).  
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated less
than $50,000 in assets and between $10 million to $50 million in
debts.


MOLECULAR DIAGNOSTICS: D. Weissberg Replaces D. O'Donnell as CEO
----------------------------------------------------------------
The Board of Directors for Molecular Diagnostics, Inc. (OTCBB:
MCDG.OB) appointed Dr. David Weissberg, 51, as Chief Executive
Officer and as a Director of the Company, following the
resignation of Denis M. O'Donnell, M.D., as a Director, CEO &
President, effective Aug. 29, 2005.  

Over the past decade, Dr. Weissberg has been a founder, founding
member or President of three different physician practice
businesses: Huntington Medical Group, Long Island Physician
Holdings, and MDNY, a physician owned HMO on Long Island.  Dr.
Weissberg served as President of Huntington Medical Group 1994-
1995.  He served as President and CEO of LIPH, and served on the
developmental and managerial Boards that ran the MDNY from 1994-
2002.

Dr. Weissberg has invested $569,000 in convertible notes and owns
6,619,311 in common stock in the Company.

Molecular Diagnostics -- http://www.Molecular-Dx.com/-- develops  
cost-effective cancer screening systems, which can be utilized in
a laboratory or at the point-of-care, to assist in the early
detection of cervical, gastrointestinal, and other cancers.  The
InPath(TM) System is being developed to provide medical
practitioners with a highly accurate, low-cost, cervical cancer
screening system that can be integrated into existing medical
models or at the point-of-care.

As of June 30, 2005, Molecular Diagnostics' balance sheet showed a
$12,998,000 equity deficit, compared to a $12,123,000 deficit at
Dec. 31, 2004.


N&B EXPRESS: Case Summary & 26 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: N & B Express, Inc.
             20 Industrial Drive West
             South Deerfield, Massachusetts 01373

Bankruptcy Case No.: 05-46064

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Sugarloaf Leasing Corporation              05-46065
      Sunset Hollow Properties, LLC              05-46066   

Type of Business: The Debtor operates an overnight LTL service.
                  See http://www.nbexpress.com/

Chapter 11 Petition Date: September 2, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtors' Counsel: Henry E. Gerbeth, Jr., Esq.
                  Hendel & Collins, P.C.
                  101 State Street
                  Springfield, Massachusetts 01103-2006
                  Tel: (413) 734-6411

                         Estimated Assets      Estimated Debts
                         ----------------      ---------------
N & B Express, Inc.      $500,000 to           $1 Million to
                         $1 Million            $10 Million

Sugarloaf Leasing        Less than $50,000     $100,000 to
Corporation                                    $500,000

Sunset Hollow            Less than $50,000     $1 Million to
Properties, LLC                                $10 Million

A. N & B Express, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
New England Teamster Health   Trade debt                $400,000
Services
c/o Dwyer, Duddy Facklam
Two Center Plaza
Boston, MA 02108

Zurich Insurance Policy       Trade debt                $300,000
c/o Wolpert Insurance Agency
18 John Street Place
Worcester, MA 01085

Portland Air Freight          Trade debt                $244,134
P.O. Box 730
Scarborough, ME 04070

New England Teamsters         Trade debt                $183,966
Pension Fund

Kieras Oil, Incorporated      Trade debt                $121,839

First Cardinal Corp.          Trade debt                 $78,074

Minute Carriers               Trade debt                 $68,908

TFL Transport                 Trade debt                 $53,686

A.I.M. Mutual Insurance       Trade debt                 $20,244

Ameripride                    Trade debt                 $18,963

Commercial Truck Tire         Trade debt                 $18,438

Hanover Insurance             Trade debt                 $16,645

Wieczorek Insurance Inc.      Trade debt                 $14,134

AT&T                          Trade debt                 $13,750

Goly's Garage                 Trade debt                 $12,594

Springfield Mack, Inc.        Trade debt                 $11,171

WBA Trucking                  Trade debt                 $10,101

Sun Island Delivery           Trade debt                  $9,131

Northeast Utilities           Trade debt                  $8,947

G & S Industrial              Trade debt                  $8,874          


B. Sugarloaf Leasing Corporation's 4 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Financial Federal Credit                        $180,885
   P.O. Box 201146
   Houston, TX 77216

   Financial Federal Credit                         $12,060
   P.O. Box 201146
   Houston, TX 77216

   Town of Deerfield                                 $9,199
   c/o Jeffrey & Jeffrey
   P.O. Box 137, Main Street
   Ware, MA 01082

   Matuszko Trailer Repair                           $1,554
   712 Amherst Road
   Sunderland, MA 01375


C. Sunset Hollow Properties, LLC's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Town of Deerfield             Trade debt                  $6,448
Tax Collector
Municipal Building 8
Conway Street
South Deerfield, MA 01373

Town of Whately               Trade debt                  $3,342
Tax Collector
218 Chestnut Plain Road
Whately, MA 01093


NATIONAL VISION: 85.1% of Stockholders Tender Shares in Merger
--------------------------------------------------------------
The cash tender offer by Vision Acquisition Corp., an affiliate of
Berkshire Partners LLC, for the outstanding shares of common stock
of National Vision, Inc., (Amex: NVI) at $7.25 net per share in
cash, without interest, is reportedly successful.  The tender
offer expired, as scheduled, at midnight, New York City time, on
Aug. 31, 2005.

Based on information provided by American Stock Transfer & Trust
Company, the depositary for the offer, a total of 4,647,907
shares, representing approximately 85.1% of the outstanding common
stock of National Vision, were validly tendered prior to the
expiration of the offer and not withdrawn as of 12:00 midnight on
Aug. 31, 2005.  In addition, 95,402 shares, representing
approximately 1.7% of the outstanding common stock of National
Vision, were tendered subject to guaranteed delivery.  All such
shares will be accepted for purchase in accordance with the terms
of the offer and payment for the validly tendered shares will be
paid promptly.

                    Agreement and Merger Plan

In accordance with the terms of the Agreement and Plan of Merger,
dated as of July 25, 2005, among Vision Holding Corp., Vision
Acquisition Corp., and National Vision, Vision Acquisition
commenced a subsequent offering period for all of the remaining
untendered shares at 9:00 a.m., on Sept. 1, 2005, to meet the
objective of acquiring at least 90% of the shares of National
Vision, and to give National Vision's non-tendering shareholders
the opportunity to participate in the offer and to receive the
$7.25 offer price on an expedited basis.  All shares properly
tendered were immediately accepted as they are tendered, and
payment for such validly tendered shares was paid promptly.

Shareholders who tender during the subsequent offering period will
receive the same $7.25 per share cash consideration paid during
the initial offering period.  Procedures for tendering shares
during the subsequent offering period are the same as during the
initial offering period with two exceptions:

    (1) shares cannot be delivered by the guaranteed delivery
        procedure; and

    (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange
        Act of 1934, as amended, shares tendered during the
        subsequent offering period may not be withdrawn.

The subsequent offering period will expire at 5:00 p.m., New York
City time, on Sept. 9, 2005, unless extended.  Any extension will
be followed as promptly as practicable by a public announcement,
which will be issued no later than 9:00 a.m. New York City time on
the next business day after the subsequent offering period was
scheduled to expire.  Georgeson Shareholder Communications at
(212) 440-9800 or toll-free at (866) 391-6923 is the Information
Agent for the tender offer.  

Berkshire Partners intends to effect a merger of Vision
Acquisition Corp. with National Vision as soon as practicable.  If
sufficient shares are tendered, the merger will be consummated
without a vote or meeting of National Vision shareholders.  In the
merger, each of the remaining shares of National Vision common
stock, other than shares held by shareholders who properly
exercise dissenter's rights under Georgia law, will be converted
into the right to receive $7.25 in cash, without interest.
National Vision shareholders who hold their stock certificates (as
record holders) will receive notice in the mail regarding the
process to surrender their shares for the cash payment.  National
Vision shareholders whose shares are held by banks or brokers will
receive information about their holdings from those institutions.
Upon completion of the merger, National Vision will cease to be a
public company.

              Consolidated Vision Group Acquisition

In conjunction with the completion of the tender offer, National
Vision also said it had completed the purchase, for $88 million in
cash (including repayment of debt), of Consolidated Vision Group,
a privately held retailer of optical products and services which
operates under the brand name "America's Best Contacts &
Eyeglasses" headquartered in Pennsauken, New Jersey.  The
acquisition was financed through a new, $153 million credit
facility arranged by Freeport Financial LLC.

"Together National Vision and ABC&E will be the fourth largest
optical retailer and the largest independent optical chain serving
the low price segment of the market in the U.S.," stated Randy
Peeler, Managing Director of Berkshire Partners.  "Berkshire
Partners is eager to support NVI's capable and experienced
management as it opens new stores and takes advantage of numerous
growth opportunities that exist as a result of the merger."

"We believe that all our stakeholders, from our shareholders to
our bondholders to our employees, will benefit.  This deal is an
elegant solution to the various challenges National Vision has
been facing," said Reade Fahs, National Vision CEO and President.
"We are very happy with this result.  My congratulations to the
entire National Vision team for their work in getting us to this
happy position."

                        Notes Redemption

National Vision also used the new credit facility to redeem,
effective Sept. 30, 2005, its 12% senior notes due 2009.  Holders
of the notes should receive their final payment of all outstanding
principal and accrued interest in early October.

TM Capital Corp., a merchant bank and financial advisory firm with
offices in New York and Atlanta, initiated these transactions and
advised the Board of Directors of National Vision in connection
with the tender offer, acquisition of Consolidated Vision and
related financings.

Berkshire Partners has invested in mid-sized private companies for
the past twenty years through six investment funds with aggregate
capital commitments of approximately $3.5 billion.  The firm's
investment strategy is to seek companies that have strong growth
prospects and to support talented management teams.  Berkshire
Partners has developed specific industry experience in several
areas including retail, consumer products, industrial
manufacturing, transportation, communications and business
services.  Berkshire Partners has been an investor in over 80
operating companies with more than $13.0 billion of acquisition
value and combined revenues in excess of $17.0 billion.

Freeport Financial LLC is a leading provider of capital and
leveraged finance solutions to middle market companies with
private equity sponsor ownership.  Freeport Financial LLC invests
at all levels of the capital structure but focuses primarily on
providing cash flow and asset based lending products including
senior secured, junior secured and unsecured loans to support
leveraged buyouts, recapitalizations, and corporate refinancing.
Founded in 2004 by a group of experienced corporate finance and
capital markets professionals and located at offices in Chicago
and New York, Freeport Financial LLC has the industry expertise
and product knowledge to serve the financing needs of private
equity sponsors and their middle market companies.

National Vision, Inc., is a retail optical company that operates
vision centers primarily within host environments in the United  
States and Mexico.  Its vision centers sell a wide range of
optical products including eyeglasses, contact lenses and
sunglasses.  As of the end of the most recent fiscal quarter on  
July 2, 2005, the Company operated 412 vision centers, including  
290 located inside domestic Wal-Mart stores.  National Vision
depends on its domestic Wal-Mart locations for substantially all
of its revenues and cash flow.  Investments in the debt and equity
securities of National Vision, Inc., are subject to substantial
risks as described in the Company's public filings with the
Securities and Exchange Commission.

                         *     *     *

National Vision's 12% senior notes due 2009 carry Moody's
Investors Service's B3 rating.


NORTHWEST AIR: Expects More Losses & Repeats Bankruptcy Warning
---------------------------------------------------------------
Northwest Airlines Corp. filed its mid-quarter financial guidance
in a regulatory filing with the Securities and Exchange Commission
on September 1, 2005.

The Company experienced improved revenue trends thus far in the
third quarter, with continued increased demand and record load
factors across all geographic regions.  For the third quarter 2005
versus third quarter 2004, mainline system passenger revenue per
available seat mile is expected to increase approximately 4 to 5
percent, with Domestic RASM up 2 to 3 percent and International
RASM up 7 to 8 percent.  The Company believes that there has been
no material impact to revenues as a result of the AMFA strike.

For the third quarter 2005 versus third quarter 2004, the Company
expects mainline unit costs excluding fuel to increase 4 to 5
percent.  This estimate includes strike contingency expenses,
savings that will be realized under the contract terms imposed by
the Company with respect to its mechanic, cleaner and custodian
workforce on August 20, and increased pension expenses.  A portion
of the strike contingency expenses are timing related which will
result in lower expenses for the Company in future quarters.

Based on current projections for revenues, costs and the forward
curve for fuel prices as of August 31, the Company expects to
incur a third quarter net loss ranging from $350 to $400 million,
or approximately $4 million per day, excluding the impact of
unusual items.  Depending on how severe and protracted the
disruptions associated with Hurricane Katrina turns out to be, the
Company's results could be worse as both revenues and costs could
be negatively affected.

                        Bankruptcy Risks

As previously disclosed, the Company's continuing financial losses
and its rapidly declining liquidity, particularly in light of
historically high fuel prices, the uncertainty with respect to the
outcome of discussions with its labor unions seeking labor cost
reductions, the lack of assurance regarding the timing and form of
any legislative relief associated with the Company's pension
funding obligations, and the potential for an adverse outcome in
the Series C preferred stock litigation, all represent risk
factors that, individually or in combination, could impact whether
the Company will be required to seek relief under Chapter 11 of
the U.S. Bankruptcy Code.  As a result of the recent spike in jet
fuel prices, the time period for the Company to resolve these
problems has been reduced.  In addition, the Company will continue
to need to restructure its debt and lease obligations to produce
improved future liquidity.  The Company can provide no assurance
as to the outcome of these efforts.

                    About Northwest Airlines

Northwest Airlines Corp. is the world's fifth largest airline with
hubs in Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,600 daily departures.  Northwest is
a member of SkyTeam, an airline alliance that offers customers one
of the world's most extensive global networks.  Northwest and its
travel partners serve more than 900 cities in excess of 160
countries on six continents.

At June 30, 2005, Northwest Airlines' balance sheet showed a
$3,752,000,000 stockholders' deficit, compared to a $3,087,000,000
deficit at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service downgraded the debt ratings of Northwest
Airlines Corporation and its primary operating subsidiary,
Northwest Airlines, Inc.  The Corporate Family Rating (previously
called the Senior Implied rating) was lowered to Caa1 from B2, and
the Senior Unsecured rating was downgraded to Caa3 from Caa1.
Ratings assigned to Enhanced Equipment Trust Certificates were
downgraded.

In addition, the company's Speculative Grade Liquidity Rating was
downgraded to SGL-3 from SGL-2.  The rating actions complete a
review of Northwest's ratings initiated April 8, 2005.  Moody's
said the outlook is negative.


NORTHWEST AIRLINES: Wants More Concessions from Pilots' Union
-------------------------------------------------------------
The Associated Press reports that Northwest Airlines Corp. is
negotiating with its pilots' union for another cut in their
salaries and other benefits.  Without the concession, the company
is left with only one alternative, chapter 11 filing.  

Northwest Airline's pilots agreed in December 2004 for a
$265 million cut of the unions' members wages and benefits.

In a regulatory filing, the airline said it will probably lose as
much as $400 million this quarter, partly due to rising fuel
costs.  Pilots said they are willing to negotiate for a new round
of concessions.

According to the company's latest regulatory filing, its cash had
fallen down from $2.1 billion to $1.7 billion as of June 30.

In another report, airline expert Joseph Schwieterman said that
Northwest's pilots will do anything to avoid a bankruptcy filing.  
The pilots stand to face a catastrophic loss in standard of living
or income when pension payment plans go bad, Mr. Schwieterman
says.

As previously reported, Northwest needed $1.1 billion in labor
cost savings to keep the company afloat.  But with the failure of
the company's negotiations with the AMFA, rising fuel costs, and
worsening financial condition, the company expects to raise its
annual savings target.

                Retirement Savings Plan Amendment

The pilots authorized its Chairman Mark McClain, with the
assistance of the Negotiating Committee, the Retirement and
Insurance Committee, legal counsel and staff, to amend the
Northwest Airlines Retirement Savings Plan for Pilot Employees.  
The amendment would grant a Special Plan Trustee discretionary
authority to retain the services of an Independent Fiduciary in
order to:

   -- review the current holdings of employer securities in the
      common stock Sub-fund under the Plan;

   -- determine whether any securities will be retained or sold;
      and

   -- sell some shares if necessary.

Northwest Airlines Corp. is the world's fifth largest airline with
hubs in Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,600 daily departures.  Northwest is
a member of SkyTeam, an airline alliance that offers customers one
of the world's most extensive global networks.  Northwest and its
travel partners serve more than 900 cities in excess of 160
countries on six continents.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service downgraded the debt ratings of Northwest
Airlines Corporation and its primary operating subsidiary,
Northwest Airlines, Inc.  The Corporate Family Rating (previously
called the Senior Implied rating) was lowered to Caa1 from B2, and
the Senior Unsecured rating was downgraded to Caa3 from Caa1.  
Ratings assigned to Enhanced Equipment Trust Certificates were
downgraded.

In addition, the company's Speculative Grade Liquidity Rating was
downgraded to SGL-3 from SGL-2.  The rating actions complete a
review of Northwest's ratings initiated April 8, 2005.  Moody's
said the outlook is negative.

Northwest Airlines Corp.'s common shares closed at $3.63 on
Friday.  The stock was at $11 per share in December.


ORECK CORP: Katrina's Aftermath Cues Moody's to Review B1 Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the B1 corporate family and
secured debt ratings of Oreck Corp. on review for possible
downgrade pending further information about the company's near
term financial and operating position following Hurricane
Katrina's passage.  Oreck's headquarters and single production
facility are both in areas heavily affected by the hurricane.
Oreck's liquidity reserves at the end of June were sufficient to
finance normal operations, but might not stretch to finance
prolonged disruption to their operations.  Its ability to supply
inventory to retail or direct channels over the near term is
unknown.

The review will focus on:

   * Oreck's ability to finance its operating needs;

   * the longer term costs of rebuilding; and

   * on the effect which the hurricane could have on its near to
     medium term operations and financial profile.

Moody's notes that Oreck's revolving credit facility is
$20 million, and the company has generally maintained moderate
cash balances.

Oreck Corporation, based in New Orleans, Louisiana, is a leading
manufacturer and marketer of:

   * premium-priced vacuum cleaners;
   * air purifiers; and
   * other products designed to promote a healthier home.  

The company markets its products in multiple channels, including:

   * the direct to consumer channels:

     -- mail,
     -- print media,
     -- television,
     -- radio,
     -- the internet,
     -- infomercials, and
     -- QVC; and

   * to the exclusive Oreck retail stores and wholesale
     distributor channels.


PANOLAM INDUSTRIES: S&P Junks $150 Million Subordinated Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Shelton,
Connecticut-based Panolam Industries International Inc. in
connection with the sale of the company to equity sponsors,
Genstar Capital LLC and The Sterling Group.  The corporate
credit rating was lowered to 'B' from 'B+'.  The outlook is
stable.
     
At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '1' recovery rating to Panolam's proposed first-lien
$20 million revolving credit facility due 2010 and first-lien $135
million term loan due 2012 reflecting our expectations for full
recovery of principal in the event of a payment default.  Standard
& Poor's also assigned its 'CCC+' rating to Panolam's $150 million
subordinated notes due 2013.  The newly assigned ratings are based
on preliminary terms and conditions.
     
Proceeds from the credit facility and subordinated notes plus $80
million of equity will be used to finance the $373 million
acquisition of the company, including fees and expenses, from the
previous equity sponsor.  Panolam's existing bank debt will be
repaid, and the related ratings will be withdrawn.  Total debt at
closing will be $293 million, including capitalized operating
leases, with pro forma total debt to last-12-months EBITDA of 5.6x
at June 30, 2005.
     
"The downgrade reflects our assessment that Panolam will have a
weaker financial profile following this transaction," said
Standard & Poor's credit analyst Lisa Wright.  "The increase in
debt leverage to the 5.5x area from around 4x currently indicates
a more aggressive financial policy."
     
Panolam is adding about $80 million of debt with the proposed
transaction, which will increase future interest costs by about $5
million next year.  In addition, the company has started an $18
million, three-year, capital expenditure plan to expand an
existing U.S. plant, partially for the purpose of serving new
markets.  As a result, future annual free operating cash flow is
projected to be below its historical level of $20 million over the
next two to three years.
     
"A leading market position and competitive cost structure should
sustain credit measures within a range appropriate for the ratings
even during cyclical downturns and periods of rising raw-material
costs," Ms. Wright said.  "The outlook could be revised to
negative, or the ratings lowered, if rising raw-material costs
that are unable to be offset with price increases or operating
efficiencies significantly constrain earnings and cash flows.  The
outlook could be revised to positive if leverage improves toward
the 4x area and free cash flow from operations is maintained at
its recent historical level of more than $20 million."


PARIS DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paris Development Corp., Inc.
        P.O. Box 276
        Pine Bluff, Arkansas 71611

Bankruptcy Case No.: 05-76563

Chapter 11 Petition Date: September 2, 2005

Court: Western District of Arkansas (El Dorado)

Debtor's Counsel: Frederick S. Wetzel, III
                  Frederick S. Wetzel, P.A.
                  1500 Riverfront Drive, Suite 104
                  Little Rock, Arkansas 72202-1749
                  Tel: (501) 663-0535

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Farmers Bank & Trust                                     $92,434
Attn: Henry Pryor
P.O. Box 977
Camden, AR 71711

First Bank of South Arkansas  7603993 - $47,326         $120,464
Attn: Phillip Foster          7603992 - $27,656
P.O. Box 10                   7603383 - $45,482
Camden, AR 71711

McCurtain County Nat'l Bank                              $77,461
P.O. Box 359
Idabel, OK 74745

Regions Bank                                          $4,719,349
Attn: William Neal
P.O. Box 1471
Little Rock, AR 72203

Tim Jordan Company                                      $102,858
c/o Tim Womack, Esq.
P.O. Box 683
Camden, AR 71711


PINNACLE ENTERTAINMENT: Fitch Puts Debt Ratings on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has placed the debt ratings of Pinnacle
Entertainment (NYSE: PNK) on Rating Watch Negative due to the
damage caused by Hurricane Katrina.

The Rating Watch Negative applies to the 'BB' senior secured
credit facility, the 'B' issuer default rating (IDR) and 'B-'
senior subordinated notes.  Notably, the rating most at risk is
the 'B-' senior subordinated rating.  The senior subordinated
rating is based on Fitch's estimated recovery (R5) in the event of
a default.

Should Pinnacle generate significantly less cash flow and utilize
more senior secured bank debt to fund its operations in the
future, the recovery prospects for the senior subordinated notes
would very likely be less than the current estimate, which would
negatively affect the subordinated rating.

Hurricane Katrina caused substantial damage to Pinnacle's Casino
Magic property in Biloxi and minor-to-moderate damage to its
Boomtown property in New Orleans.  Together, these two casinos
represented about 29% of EBITDA in the second quarter of 2005.
Management has stated it has substantial business interruption
insurance for these two properties.  Given the uncertainty of the
situation (economy of the region, refurbishment of Boomtown,
possible reconstruction of Casino Magic, potential legislation
changes), Fitch believes a Negative Watch is warranted.

The past week's events will likely exacerbate Pinnacle's free cash
flow situation for 2005 and 2006.  However, Pinnacle appears to
have adequate liquidity of approximately $338 million at June 30,
2005.  It is comprised of $162 million of cash, $46 million of
availability through its revolving credit facility and $130
million of availability through its delayed draw term loan.  
Additionally, Pinnacle has no material maturities occurring in the
near term.

The existing ratings primarily reflect Pinnacle's diversifying
cash flow base, solid liquidity profile, and long-dated maturity
schedule.  These factors are offset by construction/start-up risks
and continued high leverage associated with the company's
aggressive development plans through fiscal year-end 2007 and
relative uncertainty regarding the company's ability to generate
acceptable returns at the new properties.

Pinnacle is in the process of expanding its operating platform,
expecting to increase EBITDA significantly over the next five
years via greenfield development of two new properties in
Missouri.  The properties include a $200 million casino project in
downtown St. Louis (opening late 2006), and a $300 million casino
project in St. Louis county (opening late-2007).  These plans are
significant relative to the company's operating profile, and free
cash flow will be negative over this period.

Additionally, L'Auberge du Lac casino in Lake Charles, Louisiana
opened in May and has performed well to date.  Management has
stated it expects the Lake Charles facility to generate $60
million of EBITDA in 2006 which should help mitigate the cash flow
loss from Boomtown and Casino Magic.


PLYMOUTH RUBBER: Plans to Shut Down Manufacturing Plant in Mass.
----------------------------------------------------------------
Plymouth Rubber Company, Inc., plans to shut down operations at
its manufacturing facility located in Canton, Massachusetts and
close that plant within the next three years, according to a
report by L.E. Campenella of the Patriot Ledger.

The closing of the plant will affect approximately 275 of 350
workers at the Canton plant.

The closing of the Canton manufacturing plant is part of the
Company's reorganization process under chapter 11.  The closing of
the factory coincides with the Company's ongoing transfer of the
factory's operations to other locations, including Shanghai,
China, according to published reports.  

In December 2004, the Company and Hebei Huaxia Group formed a
joint venture company, Plymouth Yongle Tape (Shanghai) Co., Ltd.,
to manufacture PVC tapes in China.  Plymouth Yongle's
manufacturing facility is currently under construction in China
and is expected to open by next year.

The Company says it is planning to sell the its 40-acre factory in
Canton to Conroy Development of Stoughton.  

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$10 million to $50 million in assets and debts.


REMEC INC: Powerwave Completes $144.7M Stock & Cash Asset Purchase
------------------------------------------------------------------
REMEC, Inc. (NASDAQ:REMC) completed the sale of selected assets
and liabilities of its Wireless Systems Business, including its RF
conditioning, filter, tower-mounted amplifier and RF power
amplifier product lines to Powerwave Technologies, Inc.
(NASDAQ:PWAV).  

Powerwave paid a purchase price of 10 million shares of Powerwave
common stock and $40 million in cash, which is subject to certain
post-closing adjustments.  Powerwave deposited $15 million of the
cash purchase price into an escrow to cover any potential
indemnification claims.  Based on Powerwave's closing stock price
on Thursday, Sept. 1, 2005, the transaction value is approximately
$144.7 million.

"This concludes the final stage of our strategic plan to maximize
shareholder value," stated Thomas H Waechter, President and Chief
Executive Officer of REMEC.  This combination with Powerwave will
allow REMEC's RF technology base and many of its employees to
continue to have a very positive impact on the future of the
wireless communications industry and to bring additional value to
our shareholders going forward.  We wish Powerwave and the REMEC
employees the best of success in this new endeavor."

REMEC also confirmed that the record date for the distribution of
the 10 million shares of Powerwave common stock to its
shareholders will be Sept. 2, 2005, the date of the closing of the
asset sale.

Simultaneous with shareholder approval of its asset sale, the
Company's shareholders also approved the winding up and  
dissolution of the company pursuant to a Plan of Dissolution.

Headquartered in Del Mar, Calif., REMEC, Inc. --
http://www.remec.com/-- designs and manufactures high frequency  
subsystems used in the transmission of voice, video and data
traffic over wireless communications networks.


SEASPECIALTIES INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: SeaSpecialties Inc.
             5301 Northwest 35 Avenue
             Fort Lauderdale, Florida 33309

Bankruptcy Case No.: 05-25584

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Homarus/Marshall Smoked Fish Inc.          05-25585

Type of Business: The Debtor distributes  more than 200 seafood
                  and smoked fish products under several
                  different product names, including Florida
                  Smoked Fish, Homarus, Marshall's Best, and
                  Mama's Brand.  SeaSpecialties offers both
                  consumer products and bulk products for cruise
                  lines, deli's, fish markets, foodservice
                  distributors, grocery retailers, hotels, and
                  restaurants.  In addition to smoked fish,
                  SeaSpecialties also offers fresh and frozen
                  seafood and a variety of seafood salads.

Chapter 11 Petition Date: September 1, 2005

Court: Southern District of Florida (Broward)

Judge: Raymond B. Ray

Debtors' Counsel: Brian K. Gart, Esq.
                  401 East Las Olas Boulevard #2000
                  Fort Lauderdale, Florida 33301
                  Tel: (954) 765-0500

                              Total Assets       Total Debts
                              ------------       -----------
SeaSpecialties Inc.             Unknown            Unknown

Homarus/Marshall Smoked         Unknown            Unknown
Fish Inc.

The Debtors' list of their 20 Largest Unsecured Creditors was not
available at press time.


SEPRACOR INC: Registers $500 Million Convertible Notes for Resale
-----------------------------------------------------------------
Sepracor Inc. filed a Registration Statement with the Securities
and Exchange Commission to allow for the resale of its convertible
senior subordinated notes, convertible to 9,675,000 shares of
common stock.

The Company issued $500,000,000 aggregate principal amount of 0%
convertible senior subordinated notes in a private placement to
Morgan Stanley & Co. Incorporated on September 22, 2004.  Morgan
Stanley resold the notes to 105 qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended.  The ten largest holders of these notes are:

   Selling Noteholder                         Amount of Notes
   ------------------                         ---------------
   Credit Suisse First Boston Europe Ltd.         $82,500,000
   Highbridge International LLC                    35,000,000
   GLG Market Neutral Fund Global Bermuda Ltd.     30,500,000
   Goldman Sachs & Co.                             28,000,000
   Marathon Global Convertible Master Fund Ltd.    26,500,000
   OZ Master Fund, Ltd.                            24,000,000
   Harbert Convertible Arbitrage Master Fund Ltd.  20,000,000
   Lydian Overseas Partners Master Fund Ltd.       20,000,000
   The Animi Master Fund Ltd.                      20,000,000
   Deutsche Bank Securities Inc.                   18,500,000

A complete list of Noteholders is available for free at:

   http://bankrupt.com/misc/SepracoSellingSecurityHolders.doc

The Company will not receive any proceeds from the sale of the
notes or any shares of the Company's common stock issuable upon
conversion of the notes offered by this prospectus.

The principal terms of the 0% convertible senior subordinated
notes due 2024, include:

   -- Interest:

      The notes do not bear interest, and the principal amount
      does not accrete.

   -- Maturity Date:

      The notes will mature on October 15, 2024.

   -- Conversion:

      The notes are convertible into cash and, if applicable,
      shares of the Company's common stock at a conversion rate of
      14.8816 shares of common stock per $1,000 principal amount
      of notes (representing a conversion price of approximately
      $67.20 per share), subject to adjustment.  Noteholders may
      convert their notes prior to maturity only under certain
      specified circumstances.

   -- Subordination:

      The notes are:

      * subordinated to all of our existing and future senior
        indebtedness;

      * effectively subordinated to all debt and other liabilities
        of our subsidiaries; and


      * senior to our $440 million of outstanding 5% convertible
        subordinated debentures due 2007, $72.8 million of
        outstanding 0% Series A convertible senior subordinated
        notes due 2008 and $148 million of outstanding 0% Series B
        convertible senior subordinated notes due 2010.

      As of September 30, 2004, the Company had $4.9 million of
      senior indebtedness outstanding.  The notes do not restrict
      the Company's or its subsidiaries' ability to incur
      additional indebtedness, including senior indebtedness.

   -- Redemption:

      On or after October 20, 2009, the Company may redeem for
      cash all or part of the notes.

   -- Repurchase:

      Noteholders may require the Company to repurchase the notes
      on October 15 of 2009, 2014 and 2019 and at any time prior
      to maturity following a designated event.

The notes are currently designated for trading on the Private
Offerings, Resales and Trading through Automated Linkages, or
Portalsm, Market.  The Company's common stock is traded on the
Nasdaq National Market under the symbol "SEPR."   Share price
traded around the $60's level during the month of June and
steadily declined to touch the $40's level early this month.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?156

Sepracor Inc. is a research-based pharmaceutical company dedicated   
to treating and preventing human disease through the discovery,   
development and commercialization of innovative pharmaceutical   
products that are directed toward serving unmet medical needs.   
Sepracor's drug development program has yielded an extensive   
portfolio of pharmaceutical compound candidates with a focus on   
respiratory and central nervous system disorders. Sepracor's   
corporate headquarters are located in Marlborough, Massachusetts.

As of June 30, 2005, Sepracor's equity deficit narrowed to
$201,288,000 from a $331,115,000 deficit at Dec.31, 2004.


SHADE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shade, Inc.
        P.O. Box 80808
        Lincoln, Nebraska

Bankruptcy Case No.: 05-43546

Chapter 11 Petition Date: September 2, 2005

Court: District of Nebraska (Lincoln Office)

Debtor's Counsel: W. Eric Wood, Esq.
                  Downing, Alexander & Wood
                  11515 South 39th Street, Suite 300
                  Bellevue, Nebraska 68123
                  Tel: (402) 292-1122
                  Fax: (402) 292-3021

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Donald Bowman                 First lien on             $850,000
Attorney at Law               property
1045 Lincoln Mall, Suite 100
Lincoln, NE 68508

Andre Herman                  Loan                      $551,000
14601 Northwest 98th Street
Raymond, NE 68428

West Gate Bank                Balance of note           $450,000
6603 Old Cheney Road
Lincoln, NE 68516

Lon Sorenson                  Business debt             $274,000
2425 North 98th Street
Lincoln, NE 68507

Joe & Ada McDermott           Business purchases        $202,500

Dr. A. John Ayorinde          Wages                     $175,000

Jack Irwin                    Back rent                 $173,207

Dr. A. John Ayorinde          Business debt             $150,100

Boeing Company                Business purchase         $133,700

Internal  Revenue Service     FICA tax                  $128,439

Union Bank & Trust Company                              $106,147

Roger Petrie                  Business debt             $100,000

Linda Shrier                  Business debt              $80,000

Robert Bryant                 Investment                 $78,533

MinnTex Investment            Business purchases         $75,010
Partners LP

Larsen, Bryant & Porter       Account fees               $71,785

Kensey, Ridenour, et al.      Attorney fees              $63,359

Anand Rau                     Wages                      $41,000

MBNA America                  Business purchases         $29,832

Zhilan Zang                   Wages                      $26,900


SILVER TERRACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Silver Terrace Nurseries, Inc.
        P.O. Box 616
        Pescadero, California 94060

Bankruptcy Case No.: 05-32883

Type of Business: The Debtor is one of the San Francisco Bay
                  area's leading growers, shippers and wholesale
                  suppliers of premium, fresh cut flowers and
                  decorative floral items.

Chapter 11 Petition Date: September 2, 2005

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Sally A. Morello, Esq.
                  Law Offices of William C. Lewis
                  510 Waverly Street
                  Palo Alto, California 94301
                  Tel: (650) 322-3300

Total Assets: $637,985

Total Debts:  $3,187,377

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   FC Gloeckner & Co., Inc.                        $202,314
   600 Mamaroneck Avenue
   Harrison, NY 10528

   Holex Flowers                                   $134,668
   Verenigde Bloemenveilingen Aalsmee
   Legmeeridjk 313, Locatie 155
   Aalsmeer 1431
   NL

   Nurserymen's Exchange                            $80,813
   475 Sixth Street
   San Francisco, CA 94103

   Ameri-Cal Floral                                 $54,925

   Neve Bros.                                       $50,123

   Obies Floral                                     $49,586

   Sun Valley Floral Farms                          $45,540

   Blue Pacific Greenhouses                         $44,346

   Carols of Joy Holiday Shop                       $39,768

   Pacific Growers                                  $30,736

   Sun Coast Growers                                $26,642

   Shibata Floral Co.                               $25,218

   Central Coast Greenhouse, Inc.                   $23,696

   Mc Cahon Floral, Inc.                            $22,175

   Ocean Breeze                                     $20,186

   Frank Moggia & Son                               $20,132

   May Floral Co.                                   $19,155

   Continental Foral Greens                         $18,803

   Minami Greenhouse, Inc.                          $18,655

   Color Spot Nurseries                             $18,598


SIRIUS SATELLITE: Raising $500-Mil from Various Securities Offers
-----------------------------------------------------------------
SIRIUS Satellite Radio Inc. informed the Securities and Exchange
Commission that it might offer from time to time:

   (1) secured or unsecured debt securities in one or more series;

   (2) shares of preferred stock in one or more series;

   (3) shares of common stock;

   (4) warrants or other rights to purchase debt securities,
       preferred stock or common stock or any combination of
       securities; and

   (5) any combination of debt securities, preferred stock, common
       stock or warrants,

at an aggregate initial public offering price not to exceed
$500,000,000.

The disclosure came in the form of a Registration Statement.  
However, the Registration Statement does not contain yet the type
of securities to be offered.  The Registration Statement will
expectedly be amended to provide further information on the
number, amount, prices, net proceeds to the Company and specific
terms of the securities at or before the time of sale.

The Company will use the net proceeds from the sale of the offered
securities for general corporate purposes.  The Company may invest
funds not required immediately for such purposes in short-term
obligations or it may use them to reduce the future level of its
indebtedness.  

The Company's shares of common stock are traded at the NASDAQ
National Market under the trading symbol "SIRI."  Since the start
of July, the Company's share price fluctuated from $6.43 to $7.11.

Simpson Thacher & Bartlett LLP, in Manhattan advised the Company
on the sale of its securities.  Ernst & Young LLP serves as the
Company's independent registered public accounting firm.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?158

SIRIUS Satellite Radio Inc. delivers more than 120 channels of the
best commercial-free music, compelling talk shows, news and  
information, and the most exciting sports programming to listeners  
across the country in digital quality sound.  SIRIUS offers 65  
channels of 100% commercial-free music, and features over 55  
channels of sports, news, talk, entertainment, traffic and weather  
for a monthly subscription fee of only $12.95.  SIRIUS also  
broadcasts live play-by-play games of the NFL and NBA, and is the  
Official Satellite Radio partner of the NFL.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,  
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Sirius Satellite Radio Inc.'s proposed $500 million Rule 144A
senior unsecured notes maturing in 2013.   At the same time,
Standard & Poor's affirmed its existing ratings on the New York,
New York-based satellite radio broadcasting company, including its
'CCC' corporate credit rating.  The new proposed notes will
replace the company's previously proposed $250 million senior
unsecured note offering, which was postponed in the second quarter
of 2005.  Standard & Poor's 'CCC' rating on the $250 million
senior note issue was withdrawn.  S&P says the outlook remains
stable.

Proceeds will be used to repay $57.4 million in debt and to boost
liquidity.  On a June 30, 2005, pro forma basis, Sirius had nearly
$1.1 billion in debt.


SOLUTIA INC: Objects to Jessie Hawes Jones' Multi-Million Claim
---------------------------------------------------------------
Jessie Hawes Jones was employed at Solutia Inc's Greenwood, South
Carolina, plant from April 15, 1968, to October 18, 1999, when
she went on a short-term disability until January 3, 2000.  She
was subsequently placed on short-term disability on January 6,
2000, long-term disability on April 20, 2000, and indefinite
disability on November 1, 2001, until she retired in April 2003.
On November 3, 2004, Ms. Jones filed Claim No. 2236 against the
Debtors.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that the Claim, which is a two-page handwritten
letter followed by a three-page post scriptum, makes allegations
without any supporting documentation, details or dates.  The
Debtors believe that none of the allegations are true or
verifiable.

Thus, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to disallow the Claim.

The Claim was filed for $30 million, asserting $10 million as
unsecured, $10 million as secured, and $10 million as priority.

According to Mr. Cieri, Ms. Jones admits that before the Petition
Date, she never filed any claims for any of the incidents
mentioned in the Claim.  Furthermore, the Debtors found no record
of those incidents.  At least a few of the incidents are over 25
years old.  For most incidents alleged in the Claim, the Debtors
are not even able to ascertain the time period because Ms. Jones
does not provide any information nor does she attach any
supporting documentation or other form of proof.  "The Debtors do
not have records in the personnel file related to [Ms. Jones']
having reported any of those incidents," Mr. Cieri says.  "[Ms.
Jones] never asserts that she suffered any damages as a result of
many allegations in the Claim."

Mr. Cieri relates that in April 2005, the Debtors contacted Ms.
Jones by telephone to discuss the Claim.  A month later, the
Debtors sent a follow-up letter.  The Debtors' counsel attempted
to contact Ms. Jones by calling her several times after sending
the Letter.  However, Mr. Cieri says, Ms. Jones hung up on the
Debtors' counsel.  The Debtors had no choice but to file an
objection, he explains.  

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a    
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.   (Solutia Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPX CORP: Moody's Upgrades Senior Notes' Ratings to Ba2 from Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of SPX Corporation.
The upgrade concludes the rating review initiated on March 4,
2005.  After the upgrade, the rating outlook is stable.

Ratings upgraded:

   * corporate family rating, to Ba1 from Ba2;

   * senior secured credit facility, due 2008, to Ba1 from Ba2;

   * 7.5% and 6.25% senior notes, due 2013 and 2011 respectively,
     to Ba2 from Ba3; and

   * Liquid Yield Option Notes (LYONs), due 2021, to Ba2 from Ba3

The SGL-1 liquidity rating is confirmed.

The upgrade of SPX's ratings is based primarily on the recent $1.7
billion debt reduction that has resulted in reduced financial risk
and improved credit metrics, some of which already possess
investment grade characteristics.  The upgrade also considered the
company's improving corporate governance practices and processes.

On the other hand, the ratings are constrained by what Moody's
perceives as an increase in SPX's business risks, which partially
offset the benefit of the debt reduction.  These risks include:

   1) the lower margin and reduced revenue stability and diversity
      of the remaining businesses after recent divestitures;

   2) uncertainty regarding the new management team's ability to    
      manage the cultural and strategy changes and to deliver
      sustainable operating improvement amid continuing management
      turnover; and

   3) uncertainty regarding the company's commitment to its post-
      divestiture capital structure in light of its longer term
      growth objectives.

Over the past twelve months, SPX has undergone significant
changes.  Reversing its long-standing acquisition-based growth
strategy, the company initiated a spate of divestitures that
totaled approximately $1.5 billion in revenues and generated
approximately $2.7 billion of sales proceeds.  Major divestitures
included the compaction equipment business, the fire detection and
building life-safety systems business (Edwards Systems
Technology), and the laboratory and life sciences products
business (Kendro).  

Although SPX realized high sales multiples from the divestitures,
the operating margins of the divested businesses are significantly
higher than those of the remaining ones and the revenue base also
appears to be more stable.  As a result, the remaining businesses
are more exposed to cyclical end-markets such as the
manufacturing, construction, and automotive industries.  Many
business units are currently experiencing operational challenges
despite a generally favorable economic environment.

SPX used approximately $1.7 billion of the divestiture proceeds to
pay down its debt, and as a result, its gross debt has been
reduced to about $820 million from $2.5 billion a year ago.  The
company also committed $450 million of the proceeds to repurchase
its stock, which is expected to be completed by the end of 2005.
SPX has publicly stated that its long-term financial policy
targets its debt level to be around 2 times EBITDA.  At above the
2 times level, it would use cash flow to pay down debt; at below
the 2 times level, it would seek acquisitions or return cash to
shareholders through dividend or stock buyback.  As such, Moody's
views the company's currently relatively low debt leverage as an
aberration to its long term target.  Although the company's
current focus is on divestiture and operational improvement of
existing businesses, large-sized platform-building type of
acquisitions are likely over the medium term as it shifts its
focus to growth.

In addition to business sales and capital structure repositioning,
SPX also revamped its senior management team in December 2004,
replacing its former Chairman and CEO John Blystone with its then-
general counsel Chris Kearney as the new CEO.  The company also
separated the position of chairman and chief executive officer,
appointing director Charles E. Johnson II as Chairman of the
Board.  In addition, the company appointed two long-tenured
division presidents as co-Chief Operating Officers to strengthen
its operational focus.

However, one of the two co-COOs resigned in late August 2005,
resulting in another realignment of the operating senior
management team.  Continuing and frequent senior management
turnover has raised concerns over the company's ability to manage
the strategy and cultural changes and to deliver sustainable
operating improvement.

As part of the revamp, the company also changed its compensation
plan from its long-standing Economic Value Added-based
compensation structure to a new plan that is based primarily on
financial metrics such as operating profit margins and operating
cash flow.

After the upgrade, the rating outlook is now stable.  Over the
next twelve to eighteen months time period, Moody's sees the
upward and downward rating pressure evenly balanced.  Although the
company could potentially see some operational improvement from
prior periods of underperformance, the operating environment could
become increasingly challenging as the industrial cycle matures
and high commodity prices and rising interest rates threaten to
slow down the economy.  Over the longer term, factors that could
have positive rating impact include:

   * demonstrated discipline and commitment to a conservative
     long-term capital structure;

   * stability in strategy and management team; and

   * sustained improvement in operating and financial performance.

Factors that could have negative rating impact include:

   * significant deterioration in operating trends and financial
     performance; and

   * large acquisitions that substantially increase integration
     risks and debt leverage.

The recent debt paydown of $1.7 billion has resulted in a
considerable improvement in SPX's credit metrics, some of which
already possess investment-grade characteristics.  Moody's expects
the gross debt balance to end 2005 at approximately $800 million
and EBITDA in the range of $400-420 million, resulting in a
Debt/EBITDA ratio of slightly less than 2 times.  Assuming debt
balance maintained at $800 million and interest expense at an
annual run rate of $40 million, EBITDA would cover interest
expense about 10 times.  The company expects to generate free cash
flow (cash from operations minus capex and dividends) of $108
million for 2005, which represents about 13% of gross debt
outstanding.  Operating margins, however, are expected to continue
to be under pressure from competitive pricing, rising raw material
costs, and higher SG&A expenses.

SPX's liquidity remains very good, as indicated by its SGL-1
liquidity rating.  Moody's expects the company's expected
operating cash flow, together with its sizable cash balance and
availability under its committed revolver and A/R securitization
facility, should be sufficient to cover its debt payment
obligations, capital spending and other operational needs over the
next 12 months, including the potential put of its Liquid Yield
Option Notes in February 2006.

SPX Corporation, headquartered in Charlotte, North Carolina, is a
diversified manufacturing and service company.


STELCO INC: Continues Discussions with Stakeholders on CCAA Plan
----------------------------------------------------------------
Stelco Inc. (TSX:STE) is continuing active discussions with
stakeholders concerning its intention to introduce a plan of
arrangement under the Companies' Creditors Arrangement Act that
would enable Stelco to exit Court protection.

Stelco noted that it is continuing to develop a detailed plan
designed to help the Company emerge as a viable and competitive
steel producer in the North American market environment.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "The restructuring terms we are working on are intended to
address the interests of all stakeholders in this process in a
fair and reasonable way.  Our final plan must also take into
account market conditions that are increasingly challenging for
our business.  These factors include steel demand and prices as
well as the prices of raw materials, natural gas and electricity."

The Company stated that, in light of recent active discussions
with stakeholders, and at the suggestion of the Court-appointed
Monitor and stakeholders, it would seek a brief extension to the
stay period at a Court hearing scheduled next week.  This will
provide time for further stakeholder discussions prior to the
filing of a formal restructuring plan.

Stelco will form a special committee to review complaints lodged
with the Company by two directors who retired from the Board on
August 31, 2005.  The essence of the complaints made to the Board
reflect concerns about effective board oversight of recently
prepared forecasts that will be important in shaping the final
plan introduced by the Company.

Richard Drouin, Chairman of Stelco's Board of Directors, said, "We
believe that the complaints we've received are without foundation.
We will, however, review the complaints carefully, a process that
will take some time.  It's in the best interests of the Company,
though, that the restructuring process move ahead as quickly as
possible."

The Company added that it intends to seek leave of the Court to
appoint a Special Officer to oversee the review of the complaints
and to report to the Court on the processes followed by the Board
in its consideration of recently prepared forecasts.

Mr. Drouin said, "The Board has met more than 40 times in 2005 to
oversee the restructuring process and has been advised by separate
Board counsel and two leading investment banks.  It is important
that the integrity of our processes and Board overview of the
restructuring not be open to question."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STELCO INC: Monitor Wants Stay Period Stretched to September 23
---------------------------------------------------------------
Stelco Inc.'s (TSX:STE) Monitor, Ernst & Young, filed its 36th
Report on Company's Court-supervised restructuring.  

The Monitor advised Stelco to seek a brief extension of the stay
period from September 9, 2005, till September 23, 2005.  The
Monitor notes that meaningful and productive discussions have been
and are taking place between Stelco and certain of its
stakeholders.  The Monitor adds that the discussions should
continue in a focused environment.

The Monitor reports that it has canvassed many stakeholder groups
with respect to their position regarding a brief stay extension
request.  The Report notes that many of the stakeholder groups
either support or do not oppose the extension to allow the
productive discussions to continue.

For these reasons, and to maintain stability while the meaningful
discussions continue, the Monitor recommends that the request for
an extension of the stay period be granted.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


SUN HEALTHCARE: CareerStaff Unit Borrows $4.1MM to Buy ProCare
--------------------------------------------------------------
Sun Healthcare Group, Inc., entered into the Seventh Amendment to
Loan and Security Agreement with CapitalSource Finance LLC, as
lender and collateral agent, and Wells Fargo Foothill, Inc., as
lender.

In the Seventh Amendment, the Lenders consented to an acquisition
by CareerStaff Unlimited, Inc., a Company subsidiary and a
borrower under the Agreement, of ProCare One Nurses, LLC.  In the
Seventh Amendment the Lenders also agreed to finance the
acquisition of ProCare One Nurses, LLC, under the Loan Agreement
by using funds made available by increasing the borrowing base to
include the payment due from the sale of the pharmacy operations
of the Company's subsidiary, SunScript Pharmacy Corporation.

CareerStaff will acquire from Horizon Health Corporation all of
its right, title and interest in and to its membership interests
in ProCare One.   CareerStaff will borrow $4,100,000 from the
lenders to pay Horizon.

A full-text copy of the Seventh Amendment of the Loan and Security
Agreement is available for free at:

               http://ResearchArchives.com/t/s?155

Headquartered in Albuquerque, New Mexico, Sun Healthcare Group,
Inc., with executive offices located in Irvine, California, owns
SunBridge Healthcare Corporation and other affiliated companies
that operate long-term and post-acute care facilities in many
states.  In addition, the Sun Healthcare Group family of companies
provides therapy through SunDance Rehabilitation Corporation,
medical staffing through CareerStaff Unlimited, Inc., home care
through SunPlus Home Health Services, Inc., and medical laboratory
and mobile radiology services through SunAlliance Healthcare
Services, Inc.  The Company filed for chapter 11 protection on
Oct. 14, 1999 (Bankr. D. Del. Case No. 99-03657).  Mark D.
Collins, Esq., and Christina M. Houston, Esq., at Richards, Layton
& Finger, P.A., represent the Debtor.  The Court confirmed the
Debtor's chapter 11 Plan on Feb. 6, 2002, and the Plan took effect
on Feb. 28, 2002.  At June 30, 2005, Sun Healthcare's balance
sheet showed a $117,463,000 stockholders' deficit, compared to a
$123,380,000 deficit at Dec. 31, 2004.


TENET HEALTHCARE: Completes $27-Mil Sale of Brotman Medical Unit
----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) disclosed that a company
subsidiary has completed the sale of 420-bed Brotman Medical
Center in Culver City, Californifa, to a group that includes
physicians on the staff of the hospital, a subsidiary of Prospect
Medical Holdings, Inc., and private investors from the community.

Net after-tax proceeds, including the liquidation of working
capital, are expected to be approximately $27 million.  The
company expects to use the proceeds of the sale for general
corporate purposes.

Brotman Medical Center is one of 27 hospitals Tenet announced it
was divesting on Jan. 28, 2004.  With the sale, Tenet has
completed the divestiture of 23 of the 27 facilities.  Discussions
and negotiations with potential buyers for the remaining four
hospitals slated for divestiture are ongoing.

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 01, 2005,
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.


TEREX CORP: Moody's Revises Outlook on Low-B Rating to Negative
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Terex
Corporation to negative from stable and lowered the company's
speculative grade liquidity rating to SGL-3 from SGL-2, but
affirmed the Corporate Family Rating (formerly Senior Implied) at
B1.  The change in outlook reflects the continued delays that
Terex is experiencing in filing audited financial statements for
2004 and subsequent quarterly periods.

Moody's believes the SEC's recently announced investigation that
relates primarily to Terex's restatement of its financials for the
period 2000 through 2003 adds to the uncertainty that the company
will be able to file its financial statements before the September
15th expiration of current bank waivers.  Moody's notes that the
SEC has not issued a formal order in connection with its
investigation and that Terex has stated its intention to
voluntarily provide information to the SEC.  If Terex cannot file
its financial statements by September 15th it would need further
bank waivers in order to maintain access to its bank facilities
which provide needed operating liquidity.

In addition, Moody's remains concerned that the independent audit
or management assessment of Terex's 2004 financials could cite
material weaknesses in the company's internal controls and
accounting practices based on Section 404 of the Sarbanes Oxley
Act of 2002.  The lowering of the speculative grade liquidity
rating to SGL-3 reflects Moody's view that Terex's overall
liquidity position remains vulnerable to the potential need for
further bank waivers in the event that it is unable to file
financials by September 15th.  Until financials are filed, this
vulnerability will persist despite the likelihood that Terex's
internal cash generation and cash and marketable security position
can comfortably fund all of the company's operating requirements

Terex has also received a subpoena from the SEC in a matter
entitled "In the Matter of United Rentals, Inc."  The subpoena
principally requires the production of documents concerning
certain transactions involving Terex and it subsidiaries, on the
one hand, and United Rentals, on the other, in 2000 and 2001.
Terex has indicated that it is also cooperating fully with this
matter.

The confirmation of the B1 corporate family rating reflects
Terex's sound competitive position in the domestic construction
equipment markets, and the favorable outlook for revenue growth as
demand for such equipment is experiencing a strong cyclical
recovery.  Moody's expects that market demand will remain strong
through 2006 and will be bolstered by the recently passed Highway
and Energy Bills.  Within this market Terex benefits from
improving scale, broad product diversification and expanding
geographic presence.  Sales have increased by 35% during the six
month ended June 30, 2005, on a year-over year basis.
Notwithstanding the delays in filing its financial statements,
Terex's financial and operating performance are in line with
expectations, and credit metrics should demonstrate further
improvement.

Nevertheless, the protracted process of resolving the internal
accounting restatement, the complexities added by the recently
announced SEC investigation, and the September 15 expiry of
existing bank waivers indicate greater potential risk which is
reflected in the negative rating outlook.

Factors which could contribute to a stabilization of Terex's
outlook include the company's filing of its financial statements
and the restatement of its 2000 through 2003 financials, and to
implement effective remedial actions to address internal control
and accounting practices.

Factors which might result in pressure on Terex's ratings include:

   * further delays in filing its financial statements and any
     resulting erosion in the company's liquidity;

   * material restatements beyond those previously announced;

   * the SEC inquiry becoming a formal investigation; and

   * erosion in the company's financial performance.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer of:

   * construction,
   * infrastructure, and
   * surface mining equipment.


TRINSIC INC: Stock Issuance Prompts Nasdaq's Deficiency Notice
--------------------------------------------------------------
The Nasdaq Stock Market, in a letter dated Aug. 26, 2005, notified
Trinsic, Inc., (NASDAQ/SC: TRINC) that it was in violation of:

    * Nasdaq's voting rights rule (Marketplace Rule 4351); and

    * rules that require submission of a Listing of Additional
      Shares Notification Form before any stock issuances
      (Marketplace Rule 4310(c)(17)).

These violations relate to Trinsic's recent issuance of Series H
preferred stock and are in addition to the violation of the market
value of listed securities/shareholders' equity deficiency for
which it recently received an extension of time to regain
compliance.  According to the company, the letter states that the
Nasdaq Listing Qualifications Panel will consider these new
deficiencies in rendering a determination regarding Trinsic's
continued listing on the Nasdaq SmallCap Market.  The company said
it is working to resolve any violations with the Nasdaq SmallCap
Market, but however, no assurance can be given that any such
violations will in fact be resolvable or that such violations will
not ultimately result in the delisting of the company's common
stock from the Nasdaq SmallCap Market.

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and  
businesses enhanced wire line and IP telephony services.  All
Trinsic products include proprietary services, such as Web-
accessible, voice-activated calling and messaging features that
are designed to meet customers' communications needs intelligently
and intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic changed its name from Z-Tel Technologies, Inc. on Jan. 3,
2005.

At June 30, 2005, Trinsic, Inc.'s balance sheet showed a
$20,991,000, stockholders' deficit, compared to a $21,082,000,
deficit at Dec. 31, 2004.


TRUMP HOTELS: Has Until Sept. 7 to Object to NJSEA Claims
---------------------------------------------------------
In 1995, the New Jersey Sports and Exposition Authority and Trump
Plaza Associates entered into an Easement Agreement, pursuant to
which an enclosed loggia was constructed across the front of the
East Hall of the historic Atlantic City Convention Center to
provide direct enclosed pedestrian access between the Trump Plaza
Casino and the World's Fair Casino.

In January 2000, Trump Plaza terminated the East Hall Loggia
Easement.  The NJSEA alleges that despite the termination, Trump
Plaza is still obligated to restore the easement area to its
original condition.

In January 2005, the NJSEA filed Claim No. 1452 against Trump
Plaza.  In June 2005, the NJSEA filed an amended claim -- Claim
No. 2263 -- asserting an administrative claim for $1,000,000.

The Debtors object to the NJSEA Claims.

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

    1. The deadline by which the Debtors must file any formal
       objection to the NJSEA Claims will be extended to
       Sept. 7, 2005.

    2. NJSEA will file its response to the Debtors' objection to
       the Claims no later than September 14, 2005.

    3. The hearing on the Debtors' objection insofar as it relates
       to the NJSEA Claims will be continued to September 21,
       2005.

    4. If the parties are able to resolve the NJSEA Claims before
       September 21, the parties will request that the Continued
       Hearing be vacated.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and        
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Has Until Oct. 12 to Brief Court on Distribution
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 18, 2005, 19 former owners of shares in Trump Hotels & Casino
Resorts, Inc.'s common stock asked the U.S. Bankruptcy Court for
the District of New Jersey to compel Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc., and its
debtor-affiliate to comply with the terms of the Second Amended
Plan of Reorganization and the Confirmation Order.

Michael J. Viscount, Jr., Esq., at Fox Rothschild LLP, in
Atlantic City, New Jersey, relates that these parties were record
owners of the THCR common stock as of March 28, 2005.

Under the Plan, the warrants, the cash and the proceeds from the
sale of the World's Fair Site are to be distributed to the owners
of the Old Equity Shares as of March 28, 2005, the Record Date,
Mr. Viscount notes.

                Court Prohibits Further Distributions

As reported in the Troubled Company Reporter on Aug. 15, 2005, the
Court, having determined that there is a need to maintain the
status quo pending final disposition of the Motion, orders that:

    1. There will be no further distribution of the Class 11 Cash
       Payment or the New Class 11 Class A Warrants to beneficial
       owners of Trump Entertainment Resorts, Inc.'s common stock
       by the Debtors, Continental Bank and Trust Company as the
       Disbursing Agent under the Plan, or by The Depository Trust
       Clearing Corp. until further Court order;

    2. Until further Court order, there will be no distribution of
       any of the proceeds of the sale of the World's Fair Site
       under the Plan; and

    3. If the Debtors have actual knowledge that any of
       Continental or DTC is making distributions, the Debtors
       will bring the violation to the attention of the Court and
       the counsel for the Former Shareowners.

       Parties Further Extend Briefing and Reply Deadlines

The Reorganized Debtors intend to take discovery of, among
others, the DTC.  The Debtors have noticed a deposition of the
DTC for mid-September 2005, subject to availability of the DTC
witness.

To enable the discovery to occur so that submission materials
responsive to the Court's request will be as complete as
possible, the Reorganized Debtors and the Former Shareowners
further agree to extend:

    -- the Briefing Deadline up to and through Oct. 12, 2005; and
    -- the Reply Deadline up to and through Oct. 24, 2005.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and        
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000).



TYCO INTERNATIONAL: Moody's Reviews (P)Ba3 Preferred Stock Rating
-----------------------------------------------------------------
Moody's Investors Service has placed the long-term and short-term
debt ratings of Tyco International Group S.A. (TIGSA), the
principle debt issuer for Tyco International Ltd. and its
consolidated subsidiaries under review for possible upgrade,
acknowledging the company's continued strong cash generation and
accelerated debt reduction initiatives.

Moody's noted that the review among other things will focus on
Tyco's:

   1) ability to revitalize revenue growth and margin improvement;

   2) plans to improve free cash flow generation;

   3) ongoing capital structure once its goal of reducing balance
      sheet debt to approximately $10 billion and execution of
      $1.5 billion in share repurchases are achieved;

   4) growth strategy, more specifically the role acquisitions
      will play and how they will be financed;

   5) legacy litigation issues and recent developments; and

   6) structural subordination issues among the various Tyco
      entities that have issued debt.

The rating agency added that, most importantly, it will evaluate
the company's plans on how to prudently allocate free cash flow --
i.e. investing in its businesses and providing appropriate returns
for shareholders while maintaining sufficient liquidity for legacy
litigation contingencies, the timing and scope of which remain
uncertain.

Ratings under review for possible upgrade:

Tyco International Group S.A.:

   * Baa3 for senior notes and debentures;

   * shelf registration ratings of (P)Baa3 for senior debt
     securities;

   * (P)Ba1 for subordinated debt securities; and

   * Baa3 senior unsecured debt rating for the $2.5 billion senior
     unsecured bank revolving credit agreements and Prime-3 for
     the short-term debt rating.

These debt obligations and shelf registration are guaranteed by
Tyco International Ltd.

Tyco International Ltd.:

   * Shelf registration ratings of (P)Ba1 for senior debt
     securities;

   * (P)Ba2 for subordinated debt securities; and

   * (P)Ba3 for preferred stock.

Debt securities issued at the Bermuda holding company would be
structurally subordinate to debt securities raised at the TIGSA
level.

Tyco International (US) Inc.:

   * Baa2 for senior unsecured notes and debentures

Debt securities issued at this operating subsidiary level precede
the formation of TIGSA and are structurally superior to debt
securities issued at the TIGSA level.  Consistent with Moody's
policy, if separate financials or a TIGSA guarantee is not
established in the near future, the debt ratings on securities
totaling approximately $44 million will be withdrawn.

Mallinckrodt Inc.:

   * Baa3 rating for senior unsecured notes, debentures and
     industrial revenue bonds, guaranteed by TIGSA.

Raychem Corporation:

   * Baa3 rating on the senior unsecured notes, guaranteed
     by TIGSA.

Tyco's liquidity remains strong, reflecting the strong free cash
flow generation, $2.7 billion of unrestricted cash on the balance
sheet at July 1, 2005, and $2.5 billion of unused bank credit
facilities that have ample headroom with respect to financial
covenants.  As a result, Moody's stated that the company is
expected to internally fund its obligations (increasing capital
spending and research & development needs, higher dividends, debt
maturities and share repurchases) over the next year and has the
capacity to fund potential legacy litigation settlements/judgments
up to $3 billion in the aggregate.

Tyco International Ltd., headquartered in Hamilton, Bermuda, is a
diversified global manufacturing and service company of industrial
and commercial products serving:

   * the fire and security,
   * healthcare,
   * electronics,
   * engineered products,
   * services, and
   * plastics and adhesives markets.


UNITED RENTAL: Moody's Junks Senior Sub. Debt & Preferred Shares
----------------------------------------------------------------
Moody's Investors Service lowered the long-term ratings of United
Rental (North America) Inc. and its related entities -- Corporate
Family Rating (previously called Senior Implied) to B2 from B1;
Senior Unsecured to B3 from B2; Senior Subordinate to Caa1 from
B3; and Quarterly Income Preferred Securities (QUIPS) to Caa2 from
Caa1.  The ratings remain under review for possible further
downgrade.  The company's Speculative Grade Liquidity Rating is
affirmed at SGL-3.

The rating action is prompted by the greater challenges that
United Rentals faces in resolving pending accounting
investigations in a timely fashion to bring its financial
reporting current, as well as in negotiating with various
creditors regarding waivers of covenant violations stemming from
its inability to meet financial statement reporting requirements.
Currently, the company is in violation of the reporting and filing
covenants contained in its convertible notes, its senior and
subordinated notes, and its preferred securities.  Similar
requirements contained in its bank facilities have been waived by
lenders through December, 2005.

While United Rental's business continues to perform well, Moody's
rating action considers that it could be some time before the
accounting investigation can be resolved, and that negotiations
with creditors could become increasingly challenging and costly
for the company.  Moody's also notes that until these matters are
resolved holders of at least 25% of any of United Rental's
outstanding debt issues could issue a notice of default which
could lead to an acceleration of the debt unless resolved within a
30 day period.

Recently, holders of more than 25% of the aggregate principal
amount of the convertible notes contacted United Rentals and
proposed that they would be willing to consent to waivers if
certain terms and conditions are met.  To date, United Rentals has
been unable to agree with the holders of the convertible notes on
the terms necessary for a waiver.  In addition, United Rentals'
senior and subordinated note holders have formed an ad hoc
committee whose members collectively hold more than 25% of each of
the remaining notes.  United Rentals has commenced a consent
solicitation seeking waivers from bondholders that would provide
it with time to resolve the accounting investigations and bring
its financial reporting current.  While successful completion of
the consent solicitation would be beneficial for the company,
Moody's notes that until waivers are agreed for all classes of
debt, the debt holders represented by the two groups noted above
are reported to have sufficient standing to cause a notice of
default to be issued under their respective indentures at any
time.

In addition to the covenant violations precipitated by the delayed
filing of its financial statements, United Rentals is contending
with a number of other challenges relating to its reporting and
control deficiencies:

   1) the company's CFO was recently terminated for cause after
      refusing to answer questions raised by a special committee
      of the company's Board of Directors;

   2) the SEC is continuing its inquiry which appears to relate to
      a broad range of the company's accounting practices and
      which is not confined to a specific period or to matters
      which have been disclosed to date;

   3) the SEC has also issued a subpoena to one of United Rental's
      suppliers for information regarding certain transactions in
      2000 and 2001; and

   4) United Rentals may also face additional costs due to
      shareholder litigation stemming from these matters.

Moody's continued review is focusing on:

   * the company's progress in completing the consent solicitation
     for waivers;

   * the nature and degree of any accounting restatements and
     other changes that may be necessary as a result of the
     pending investigations;

   * the company's progress in resolving the SEC investigation and
     bringing its financial reporting current; and

   * its ability to implement more effective internal control and
     accounting practices.

The review will also consider:

   * the company's operating performance and cash flow generation
     from its business;

   * its ability to sustain an adequate liquidity profile while
     these matters are being resolved;

   * its progress regarding the hiring of a new CFO; and

   * the potential impact of ongoing shareholder litigation.

Successful resolution of these matters could facilitate
stabilization of the rating, and a continued favorable operating
trend could strengthen the company's rating prospects over time.
However, until these matter are resolved, Moody's believes that
the potential for adverse developments warrant continuation of the
review for possible downgrade.

The SGL-3 Speculative Grade Liquidity Rating continues to reflect
Moody's belief that the company should be able to maintain an
adequate liquidity profile through a combination of free cash flow
generation, favorable levels of cash balances and availability
under the bank facility.  Covenant waivers may be needed if
resolution of the accounting and SEC investigations takes a
protracted period or if the holders of the convertible notes or
the senior and subordinated notes deliver a notice of default
under their respective indentures.  Moody's notes that the company
is pursuing consent solicitations which could alleviate this
potential pressure on liquidity.

The ratings downgraded and under review for possible further
downgrade are:

United Rentals (North America), Inc.:

   * Corporate Family Rating to B2 from B1
   * Senior Secured Bank Credit Facility rating to B2 from B1
   * Senior Unsecured debt rating to B3 from B2
   * Senior Subordinated debt to Caa1 from B3

United Rentals Trust I:

   * Quarterly Income Preferred Securities to Caa2 from Caa1

United Rentals, headquartered in Greenwich, Connecticut, is the
world's largest equipment rental company.  The company also sells
new and used equipment and contractor supplies.


US AIRWAYS: Court Approves PBGC Claims Settlement Agreement
-----------------------------------------------------------
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
recounted that on September 13, 2004, US Airways, Inc., and its
debtor-affiliates sought permission from the U.S. Bankruptcy Court
for the Eastern District of Virginia to pay accrued Non-Ordinary
Course Pension Obligations.

The request implicated three issues:

   (1) The request to pay postpetition service obligations;

   (2) Whether prepetition service obligations were properly
       treated as general, unsecured claims; and

   (3) The allocation of pension obligations and contributions
       between Postpetition Service Obligations and Prepetition
       Service Obligations.

The Pension Benefit Guaranty Corporation argued that the Debtors'
unpaid minimum funding obligations to the Pension Plans had
priority status.  The Court allowed the Debtors to pay the
Postpetition Service Obligations, but reserved judgment on the
priority vel non of unpaid minimum funding obligations.  The
Court has not yet ruled on that issue.

Since the Debtors could not reorganize while maintaining the
Pension Plans, the Court, at the Debtors' request, authorized the
termination of the Pension Plans.  After intense litigation, the
PBGC and the Debtors also entered into separate agreements
terminating the AFA Plan, the IAM Plan and the CE Plan and
appointing the PBGC as plan trustee.  At termination, the Debtors
had not made all funding contributions required by the Employee
Retirement Income Security Act.  As a result, termination of the
Pension Plans gave rise to further liability.

On February 2, 2005, the PBGC filed claims asserting that the
minimum funding liability for the Pension Plans was $203,435,892
and that the termination liability for the Pension Plans was
$2,448,800,000.  The PBGC also filed $1,100,000 unliquidated
claims for unpaid insurance premiums, although the Debtors
dispute this amount.

According to Mr. Leitch, the PBGC seeks priority treatment of the
minimum funding liability portion of the PBGC Claim.  The PBGC
acknowledges that the termination liability portion is not
entitled to priority.

The Debtors have not disputed the PBGC Claim, but assert that all
segments are overstated in amount.  The Debtors strongly dispute
that the minimum funding liability portion of the PBGC Claim is
entitled to priority treatment, except for less than $10,000,000
that relates to postpetition services provided to covered
employees.

Pursuant to the ERISA, the PBGC filed its Claims on a joint and
several basis, rendering the face amount of its Claim at over
$13,000,000,000.  However, the PBGC is limited to a single
recovery.

Due to the magnitude of amounts involved, the Debtors and the
PBGC engaged in settlement discussions.  The Committee of
Unsecured Creditors participated at several junctures.  These
negotiations have yielded a fair and successful outcome in the
form of a settlement and release, Mr. Leitch says.

At the Debtors' behest, Judge Mitchell approved a Settlement
resolving the PBGC Claims.

                         The Settlement

The Settlement consists of these key elements:

     1) The Debtors will pay the PBGC $13,500,000 on the
        Effective Date of Debtors' Plan of Reorganization,
        covering the portion of the PBGC Claim that the Debtors
        agree is entitled to priority payment, plus an additional
        amount for the PBGC's priority assertions.

     2) The Debtors will give the PBGC a $10,000,000 Note,
        payable in seven years, bearing interest at 6% per annum,
        payable annually in arrears.  The Debtors will not pay
        principal until the Note matures in seven years.
        There will be no covenants or default triggers except for
        nonpayment of amounts due or another bankruptcy filing.

     3) The PBGC will receive 70% of the Unsecured Creditors'
        Stock on the Plan Effective Date.  This will give other
        unsecured creditors more than a pro rata recovery if non-
        PBGC claims are determined to be less than
        $1,100,000,000.  The PBGC may not divest the Stock for
        five months after the Plan Effective Date.

     4) The PBGC will fully support the Plan and will fully
        release the Debtors from the PBGC Claims.

Mr. Leitch explained that Unsecured Creditors will reap a windfall
if non-PBGC claims are less than $1,100,000,000.  In that event,
the PBGC's unsecured claims would be entitled to more than 70% of
the Unsecured Creditors Stock, absent the Settlement.  The PBGC
is surrendering the potential of a greater recovery to obtain its
recovery immediately.  However, if total claims are determined to
be greater than $1,100,000,000, unsecured creditors will see
dilution in their recoveries.

Also, the Settlement allows the Debtors to avoid the costs,
expense and uncertainty associated with litigation over the
asserted priority of large portions of the PBGC Claim.  The
Settlement ensures the Debtors that some portion of the Unsecured
Creditors' Stock is available to other unsecured creditors.  
Without this certainty, creditors have little idea what their
distributions would be and could not intelligently vote on the
Plan.  

Bradley D. Belt, Executive Director of the PBGC, signed the
Settlement.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALERO ENERGY: Reports Final Election Results for Premcor Merger
----------------------------------------------------------------
Valero Energy Corporation (NYSE:VLO) disclosed the final results
of elections made by Premcor stockholders for the form of merger
consideration to be received in the merger of Premcor and Valero,
which was consummated on Sept. 1, 2005.  The results of elections
as reported to Valero by the Company's exchange agent,
Computershare Trust Company of New York, disclosed results of
elections:

   Cash Elections:  Elections to receive $72.76 in cash for each
                    share of Premcor common stock were validly
                    made with respect to 182,530 shares of
                    Premcor common stock;

   Stock Elections: Elections to receive 0.99 shares of Valero
                    common stock for each share of Premcor common
                    stock were validly made with respect to
                    88,059,939 shares of Premcor common stock;
                    and

   Non-Elections:   No election was validly made with respect to
                    1,069,007 shares of Premcor common stock.

Based on these results of the elections, the merger consideration
expected to be paid to Premcor stockholders is as follows:

   Cash Elections:  Each Premcor share with respect to which an
                    election to receive $72.76 in cash was
                    validly made will receive $72.76 in cash;

   Stock Elections: Each Premcor share with respect to which an
                    election to receive 0.99 shares of Valero
                    common stock was validly made will receive
                    0.48233 shares of Valero common stock and
                    $37.31 in cash; and

   Non-Elections:   Each Premcor share with respect to which a
                    valid election was not made will receive
                    $72.76 in cash.

Fractional shares of Valero will not be issued in the merger.  In
lieu thereof, stockholders will receive cash as provided in the
merger agreement in an amount equal to the value (determined with
reference to the closing price of a share of Valero common stock
as reported on the NYSE Composite Tape on August 31, 2005, the
last full trading day immediately prior to the closing date) of
such fractional interest.

Valero Energy Corporation -- http://www.valero.com/--  is a  
Fortune 500 company based in San Antonio, with approximately
22,000 employees and annual revenue of about $70 billion.  The
company owns and operates 18 refineries throughout the United
States, Canada and the Caribbean with a combined throughput
capacity of approximately 3.3 million barrels per day, making it
the largest refiner in North America. Valero is also one of the
nation's largest retail operators with more than 4,700 retail and
branded wholesale outlets in the United States, Canada and the
Caribbean under various brand names including Valero, Diamond
Shamrock, Shamrock, Ultramar, and Beacon.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Moody's Investors Service confirmed Valero Energy Corporation's
Baa3 senior unsecured ratings and upgraded The Premcor Refining
Group's senior unsecured notes to Baa3 from Ba3.  The rating
actions end a review initiated on April 25, 2005 following
Valero's announcement regarding its planned acquisition of Premcor
Inc. for approximately $8.7 billion, including assumed debt.  The
transaction, which has been approved by Premcor's shareholders,
remains subject to FTC approval and is expected to close on
September 1, 2005.

Ratings confirmed:

   Valero Energy Corporation's:

      * Baa3 rated senior unsecured notes, debentures, and
     medium-term notes;

      * its Ba1 rated subordinated debentures;

      * its shelf registration for senior unsecured
        debt/subordinated debt/preferred stock rated
        (P)Baa3/(P)Ba1/(P)Ba2; and

      * its Ba2 rated mandatory convertible preferred stock.

Ratings upgraded:

   Premcor Refining Group:

      * senior unsecured notes from Ba3 to Baa3

   Port Arthur Finance Corporation:

      * senior secured notes from Ba3 to Baa3


* AccuVal Welcomes Eight New Professionals
------------------------------------------
AccuVal, a global leader in valuation, advisory and asset
management services, announces the entry of eight new members to
its prestigious roster of professionals.   

Roy D'Souza, an 18-year veteran, joins AccuVal from
KPMG/BearingPoint as a leader of the Corporate Services group.
Located in the Chicago office, Mr. D'Souza will serve customers
nationally providing valuations & consulting expertise for
property tax, financial reporting and income tax purposes.  Mr.
D'Souza began his career in state and local tax.  Most recently,
he worked as a senior manager at KPMG where he served as Midwest
region practice leader providing tangible asset valuation
services, energy/utility valuation services and personal property
tax consulting services.  He is a member of the Institute for
Professionals in Taxation.

Bryan Seeley joins AccuVal with eleven years experience providing
machinery valuations for the world's largest corporations and
money center banks.  As manager, Mr. Seeley will work from the New
York office and lead AccuVal's machinery appraisal practice in the
Northeast.  Prior to joining AccuVal, Mr. Seeley was a senior
manager with DoveBid Valuation Services, responsible for leading
major projects and managing machinery appraisals in the Northeast.  
Mr. Seeley also spent eight years with Daley-Hodkin Corporation.

Chris Probeyahn joins AccuVal from Daley-Hodkin.  He is working as
a senior associate in AccuVal's Inventory practice group and is
based in Riverhead, NY.

Joe DiCapua joins AccuVal from Daley-Hodkin.  He is working as an
associate in AccuVal's Machinery appraisal practice and is based
in Riverhead, NY.

Chad Ryles previously worked for MAXIMUS, Inc.  He is working as
an associate in AccuVal's Machinery appraisal practice and is
based in Dallas, TX.

Noel Fitzpatrick joins AccuVal from MAXIMUS, Inc.  He is working
as an associate in AccuVal's Machinery appraisal practice and is
based in Atlanta, GA.

Tom Mongoven is supporting AccuVal's Business Valuation practice
as an analyst based in Milwaukee, WI.

Leah Chojnacki is supporting AccuVal's Inventory practice group as
an analyst based in Milwaukee, WI.

Trusted for more than 25 years, AccuVal -- http://www.accuval.net/
-- is the global solution for valuation, advisory and asset
management services designed to make your life easy.  Some of the
benefits of using AccuVal include:

     * Comprehensive solutions - Valuation & advisory services
                                 needed for:  

                - Borrowing millions/billions on assets
                
                - Saving millions on property taxes and maximizing
                  depreciation strategies

                - Financial reporting and Sarbanes Oxley
                  compliance

                - Bankruptcy, civil and criminal litigation
                  support

                - Insuring assets and improving risk management

                - Maximizing ROI through superior asset
                  management, redeployment and disposition
                  strategies

                - Strategic planning, feasibility analysis and
                  crisis management


      * Universal recognition - Accepted by the world's largest
                  corporations, money center banks, law firms,  
                  accounting firms, insurance companies and
                  government agencies  

      * Broad capabilities - Valuations of machinery, inventory,
                  real estate, businesses and intangible assets  

      * Very knowledgeable - Routinely serving over 100 industry
                  segments  

      * Reputation for high quality  

      * Immediate response and great communication  

      * Global reach - Strategic partnerships throughout the U.K.,
                  Europe, Asia, Australia and Africa  

      * Information & innovation - Comprehensive database of
                  global market information leveraged by
                  innovative systems and technology  

      * Fair pricing  

      * Strategic locations - Offices in New York, Boston,
                  Atlanta, Chicago, Milwaukee, Dallas and Los
                  Angeles  

Sister firm LiquiTec Industries offers a complete suite of
disposition services, including Webcast auctions, online auctions,
orderly liquidations and business brokerage.  LiquiTec also
provides asset tracking, asset tagging, inventory liquidation and
inventory management services.


* David Huebner Joins Sheppard Mullin's Los Angeles Office
----------------------------------------------------------
David Huebner has joined the Los Angeles office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Business Trial
practice group.  Mr. Huebner, a former chairman of Coudert
Brothers, specializes in international dispute resolution and
cross-border compliance and corporate governance matters.

"We are very pleased to welcome David, who brings decades of
international disputes experience to the Los Angeles office's
strong Business Trial practice," Joe Coyne, Sheppard Mullin
executive committee member and head of the firm's strategic growth
committee, said.  "His extensive background in international
arbitrations allows us to strengthen our capabilities in this
growing area of practice as our clients expand globally."

"Sheppard Mullin has a dynamic litigation group and a strong
strategic vision.  I am excited about practicing with such an
excellent firm and look forward to serving clients firmwide as we
grow the international arbitration practice," commented Mr.
Huebner.  "I also look forward to rejoining here my former Coudert
partners David Schnapf and Ed Lozowicki in San Francisco and Kevin
Goering in New York."

Mr. Huebner represents governments and corporations in the
pharmaceutical, technology, entertainment/media, and
telecommunications sectors, among others before ICC, AAA, IFTA,
and other international tribunals.  He also has substantial
experience in complex civil litigation arising from cross-border
transactions.  Mr. Huebner has particular expertise in
intellectual property, privatization, expropriation,
infrastructure, and other investment disputes, as well as in
organizing and managing multi-jurisdictional dispute portfolios.

In addition to handling disputes, Mr. Huebner supervises the
conduct of internal investigations and audits to determine
compliance with applicable laws and regulations, and advises
senior management and corporate audit committees on the
consequences of such investigations and audits, including the
development of appropriate defenses, disclosures, disciplinary
actions, and compliance policies.

Mr. Huebner received his law degree from Yale University in 1986
and an A.B., summa cum laude, from Princeton University in 1982.  
He has taught international intellectual property, arbitration,
and business classes at various major universities, including
Tsinghua University in Beijing and the University of Southern
California He is a member of various panels of international
arbitrators, including the London Court of International
Arbitration, the United States Council for International Business,
and the Arbitration and Mediation Institute of Canada.  He sits on
and previously chaired the California Law Revision Commission.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.  
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax/Employee Benefits/Trusts & Estates; and White Collar Defense.
The firm was founded in 1927.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (480)       1,447       59
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Compass Minerals        CMP         (81)         667      129
Crown Media HL-A        CRWN        (34)       1,289     (130)
Delphi Corp.            DPH      (4,392)      16,511      256
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
Nexstar Broadc - A      NXST        (51)         684       27
Northwest Airline       NWAC     (3,563)      14,352   (1,392)
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Qwest Communication     Q        (2,663)      24,070    1,248
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp.-A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (50)         451      (81)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.-A       WRSP     (1,698)         592       47
WR Grace & Co.          GRA        (605)       3,423      811


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., 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.


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