TCR_Public/050909.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, September 9, 2005, Vol. 9, No. 214

                          Headlines

ABITIBI-CONSOLIDATED: S&P Affirms BB Corporate Credit Rating
ALERIS INTERNATIONAL: Buys ALSCO Holdings for $150 Million
ALL COUNTY: Gets Court Nod to Employ John Titler as Bankr. Counsel
ALLOY HARDFACING: Case Summary & 20 Largest Unsecured Creditors
ALOHA AIRLINES: Wants Until October 28 to Decide on Leases

AMERISOURCEBERGEN CORP: Moody's Rates $900M Unsec. Notes at Ba2
ARMSTRONG WORLD: Court Okays Pact Resolving Carlino's $34MM Claim
ARVINMERITOR INC: Closing Shock Absorber Operation in Tennessee
ASARCO LLC: U.S. Trustee Appoints 7-Member Creditors' Committee
ASARCO LLC: Gets Court Nod to Employ Bracewell as Special Counsel

ASARCO LLC: Court OKs Retention of Quarles to Tackle Labor Issues
ASPECT SOFTWARE: Moody's Places B1 Rating on $475 Million Debts
ATA AIR: Chicago Creditors' Move for Panel Appointment Draws Fire
AXTEL SA: Moody's Upgrades Corporate Family Rating to B1 from B2
BGK SECURITY: Case Summary & Largest Unsecured Creditors

BIO-ONE CORP.: Fred Zeidman Named Chief Restructuring Officer
BOMBARDIER RECREATIONAL: Moody's Rates $50M Sr. Sec. Loan at Ba3
BRICE ROAD: Wants to Hire Bailey Cavalieri as Bankruptcy Counsel
BRICE ROAD: Section 341(a) Meeting Scheduled for October 13
CAPITAL AUTOMOTIVE: Moody's Reviews Ba1 Preferred Stock Rating

CARDTRONICS INC: June 30 Balance Sheet Upside-Down by $49.8 Mil.
CATHOLIC CHURCH: Spokane Begins Appeal of Parish Property Decision
CCH I LLC: Fitch Expects to Rate Sr. Secured Notes at CCC+
CHASE COMMERCIAL: Fitch Affirms Low-B Ratings on 5 Cert. Classes
CHESAPEAKE ENERGY: Offering $250 Million of Preferred Stock

CONCENTRA OPERATING: Moody's Rates Proposed $675-Mil Debts at B1
CONCERTO SOFTWARE: S&P Rates Planned $475M Sr. Sec. Facility at B
COOK'S INC: Inventory & Equipment to be Auctioned on September 14
CREDIT SUISSE: Credit Enhancement Prompts Fitch's Rating Upgrades
DEAN ZANETOS: Case Summary & 6 Largest Unsecured Creditors

DELPHI: Detailed Talks with UAW & General Motors Start in October
DELTA AIR: Skywest Completes $425M Purchase of Airline Subsidiary
DELTA AIR: Cutting Cincinnati Operations by 26% & Selling 11 Jets
DOBSON COMMUNICATIONS: Prices $300-Mil Private Debt Offerings
DOBSON COMMS: S&P Junks Planned $150M Sr. Unsec. Convertible Notes

DONALD L. MATTIA: Case Summary & 20 Largest Unsecured Creditors
DRUGMAX INC: Receives Default Waiver from General Electric Capital
E.SPIRE COMMS: Court Approves $1MM Administrative Claim Carve-Out
ENER1 INC: Plans to Spin Off Three Subsidiaries to Stockholders
ENRON CORP: Bankruptcy Court Okays American Express Settlement

ENTRAVISION COMMS: Prices Tender Offer for 8.125% Sr. Sub. Notes
ENTRAVISION COMMS: Moody's Rates Planned $650MM Facilities at Ba3
FALCON PRODUCTS: Can Sell 87.4% Stake in Czech Falcon Mimon Unit
FALCON PRODUCTS: Court Approves $4MM Sale of S&J Unit's Assets
FALCON PRODUCTS: Van Kafsouni Buys Belding Property for $350,000

FEDERAL-MOGUL: Defends Merits of Michigan Environmental Settlement
FREDERICK MCNEARY: Says Plan Hinges on Prestwick's Ch. 11 Plan
FRK PROPERTIES: Case Summary & Largest Unsecured Creditor
HALLIBURTON CO: Moody's Reviews (P)Ba1 Preferred Stock Rating
HONEY CREEK: Hires Robert & Grant P.C. as Bankruptcy Counsel

HOVNANIAN ENT: Earns $116.1 Million of Net Income in 3rd Quarter
JERNBERG INDUSTRIES: Completes 363 Sale to KPS Special for $60-Mil
JOHN Q. HAMMONS: Tender Offer Yield in JQH Merger is 4.358%
JOSEPH BONO: Case Summary & 13 Largest Unsecured Creditors
KAISER ALUMINUM: Court Approves 2nd Amended Disclosure Statement

KATAYONE ADELI: Case Summary & 20 Largest Unsecured Creditors
KERR-MCGEE: Soliciting Consents to Amend Bond Indenture
KNOLL INC: UBS & BofA Commit to Provide $450-Mil Credit Facility
LAWRENCE BARGAIN: Case Summary & 3 Largest Unsecured Creditors
MERIDIAN AUTOMOTIVE: Committee Sues Lenders to Invalidate Liens

MERIDIAN AUTOMOTIVE: Wants Until Jan. 25 to Decide on Leases
MERIDIAN AUTOMOTIVE: Wants Dec. 1 as Admin. Claims Bar Date
MIDLAND REALTY: Fitch Lifts Rating on $7.7-Mil Certs. to BB+
MIRANT CORP: Inks Pact with Committees & Creditors on Plan Terms
MIRANT CORP: Court Okays $600K Sale of Transformers to Equisales

MIRANT CORP: Court Denies Wells Fargo's Request for Documents
MOOG INC: Moody's Rates Planned $50 Million Sr. Sub. Notes at Ba3
MOOG INC: S&P Rates Proposed $50 Million Sr. Sub. Notes at B+
MQ ASSOCIATES: Bondholders Agree to Amend Senior Note Indentures
MQ ASSOCIATES: Lenders Waive Reporting Requirement Until Dec. 31

NAKOMA LAND: Wants to Hire Gold Mountain as Real Estate Broker
NORTEL NETWORKS: Board Declares Dividends on Preferred Shares
NORTHWEST AIRLINES: Duluth May Cut Off Ties Due to AMFA Strike
OREGON STEEL: Moody's Upgrades $305 Million Notes' Rating to Ba3
PACIFIC GAS: Can Direct Deutsche Bank to Release $743K from Escrow

PACIFIC GAS: Wants Partial Judgment on Lexington's $8-Mil Claims
PHOENIX INT'L: Case Summary & 17 Largest Unsecured Creditors
PONDEROSA PINE: Employs Cuyler Burk as Insurance Counsel
PONDEROSA PINE: Hires FTI Consulting as Financial Advisor
PONDEROSA PINE: Employs Paul Hastings as Regulatory Counsel

PNC MORTGAGE: Scheduled Paydown Prompts Fitch's Rating Upgrades
PROTOCOL SERVICES: Taps Murray Devine as Valuation Experts
PROTOCOL SERVICES: Wants to Continue Hiring Ordinary Course Profs.
QUADRAMED: Names Keith Hagen President & Chief Executive Officer
RELIANCE GROUP: Asks Court to Approve Lloyd's Settlement Agreement

RESTAURANT CO: Moody's Rates $190 Million Sr. Unsec. Notes at B2
RHODES INC: Has Until December 31 to Make Lease-Related Decisions
SEA STREET RESTAURANT: Voluntary Chapter 11 Case Summary
SHORE POINT: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: JPMorgan Defends Request for Document Production

STANDARD AERO: Senior Vice President Lee Beaumont Resigns
STEEL DYNAMICS: Replaces $230-Mil Facility with $350-Mil Facility
SUMMIT ONE LLC: Voluntary Chapter 11 Case Summary
SUNDANCE FRAMING: Voluntary Chapter 11 Case Summary
TECHNICAL OLYMPIC: Prices 4-Mil Share Offering at $28 Per Share

TERAFORCE TECHNOLOGY: Selling DNA Computing's Assets for $2.9M++
TERAFORCE TECHNOLOGY: Wants to Tap BKR Cornwell as Tax Accountants
TERAFORCE TECHNOLOGY: Court Sets October 14 as Claims Bar Date
TOWER AUTOMOTIVE: Products Unit Selling Ky. Assets for $1.15M
TOWER AUTOMOTIVE: Wants Until Jan. 27 to File Chapter 11 Plan

TOWER AUTOMOTIVE: Wants Until March 31 to Decide on Leases
TRANS MAX: Case Summary & 20 Largest Unsecured Creditors
TRW AUTOMOTIVE: Fitch Sees No Rating Change after Dalphi Purchase
UAL CORP: Battle Brews Over Barclay's Multi-Million Claim
UNITED HOSPITAL: Gets Court Nod to Reject Six Burdensome Leases

US AIRWAYS: Asks Court to OK Sale/Leaseback Deal with RPK Capital
USG CORP: Has Until December 31 to File Plan of Reorganization
VARICK STRUCTURED: Moody's Chips $350 Million Notes' Rating to Ba2
VISIPHOR CORP: Settles OSI Systems Dispute for $400 Million
W.R. GRACE: Wants Scope of Nelson Mullins' Services Expanded

WILLIAMS SCOTSMAN: Moody's Rates $325M Sr. Unsec. Note at (P)B3
WILLIAMS SCOTSMAN: S&P Rates $325 Million Sr. Unsec. Notes at B
WINN-DIXIE: Creditors Committee Wants Equity Committee Disbanded
WINN-DIXIE: Wants Gordon to Sell Equipment on Sept. 20 Auction
WINN-DIXIE: IRS Has Until November 22 to File Proofs of Claim

* Abria Financial Group Names Brian Kralik Vice President Finance
* Jerry Lombardo Joins Goldin Associates from FTI Consulting

* BOOK REVIEW: The Big Board: A History of the New York Stock
               Market

                          *********

ABITIBI-CONSOLIDATED: S&P Affirms BB Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit and senior unsecured debt ratings on Abitibi-
Consolidated Inc. following the company's announcement of its
proposed US$600 million divestiture of its 50% interest in
Pan Asia Paper Co. Pte Ltd.  The transaction is expected to close
later this fall and proceeds will be used for debt reduction.  The
outlook is negative.

"The divestiture is an important step for the company to maintain
its rating.  The divestiture will improve its balance sheet, as
Abitibi currently consolidates about US$300 million of Pan Asia's
debt on its balance sheet," said Standard & Poor's credit analyst
Daniel Parker.

Thus, total debt could be reduced by more than C$1 billion.  There
is a partial offset on the earnings side, however, as Pan Asia
accounts for about 10% of Abitibi's consolidated EBITDA, and the
asset had a strong position in a growing market.  The affirmation
also reflects the continuing cost pressure affecting Abitibi's
North American operations, including energy, fiber, and the
appreciation of the Canadian dollar.

The ratings on Abitibi reflect its high debt levels, heavy
exposure to cyclical commodity-oriented groundwood papers, and
weak, but improving financial performance in the wake of several
years of highly unfavorable industry conditions.  These risks are
partially offset by the company's leading market share position in
newsprint and groundwood papers, and by its competitive cost
position in North America.

Abitibi's profitability and cash flow generation have been weak
because of a stronger Canadian dollar and structural changes to
North American newsprint demand.  In response to declining demand,
newsprint produers (led by Abitibi), have closed substantial
capacity to improve industry-operating rates, which are currently
at about 96%.  Improving newsprint prices have been mitigated by
the appreciation of the Canadian dollar.  For every one U.S. cent
appreciation of the Canadian dollar, EBITDA is negatively affected
by about C$35 million (net of hedging).  As all of Abitibi's debt
is denominated in U.S. dollars, the negative cash flow effect is
partially offset by a decline in the translated Canadian dollar
debt level.

The negative outlook reflects concerns about the relentless cost
pressure.  The strong Canadian dollar and continued high energy,
fiber, and freight prices are negating much of the benefit of
higher newsprint prices.  In addition, North American newsprint
demand continues to decline.  For the ratings to improve, Abitibi
must demonstrate improved margins and cash flow generation.  If
the company is unable to do so, the ratings could be lowered.


ALERIS INTERNATIONAL: Buys ALSCO Holdings for $150 Million
----------------------------------------------------------
Aleris International, Inc. (NYSE: ARS), entered into a definitive
agreement to purchase 100% of the issued and outstanding stock of
ALSCO Holdings, Inc., the parent company of ALSCO Metals
Corporation, for $150 million in cash.

ALSCO Metals Corporation, headquartered in Raleigh, North
Carolina, is one of North America's largest suppliers of aluminum
building products.  The business had revenues approaching
$300 million and operating income of $23 million for the 12 months
ended June 30, 2005.  ALSCO has approximately 615 employees.

"Today's announcement marks a significant strategic step for
Aleris," said Steve Demetriou, Chairman and Chief Executive
Officer of Aleris International, Inc.  "We are focused on
profitably growing our core rolling business through internal
improvement initiatives and strategic acquisitions.  This
acquisition is an excellent strategic fit that will broaden our
customer base and enhance our ability to meet the needs of our
customers."

Aleris expects the acquisition to result in annualized cost
synergies of at least $12 million.  "These synergies are
anticipated to come from the consolidation of redundant
manufacturing operations, optimizing our scrap handling and
melting capabilities, and other cost-reduction opportunities,"
said Demetriou.  "We anticipate capturing the cost synergies over
the next 18 months."

Aleris expects the acquisition to be immediately accretive to
earnings and cash flow.  The transaction will be funded with cash
and borrowings under its revolving credit facility.

Aleris currently operates three rolling mills, including a direct
chill casting facility in Kentucky and continuous cast facilities
in Ohio and California. Through this acquisition Aleris will add
to its portfolio the ALSCO rolling mill located in Bellwood,
Virginia.  "The addition of this rolling mill facility will allow
us to expand our spectrum of products and build upon our rolling,
metal sourcing, melting and recycling competencies," said John
Wasz, President, Aleris Rolled Products Segment.

In addition to the Bellwood rolling facility, Aleris will acquire
coating and fabrication facilities located in Roxboro, North
Carolina, Ashville, Ohio and Beloit, Wisconsin.

Closing of the sale is subject to regulatory approval and is
expected early in the fourth quarter.

Aleris International, Inc. -- http://www.aleris.com/-- is a
global leader in aluminum recycling and the production of
specification alloys and is a major North American manufacturer of
common alloy sheet.  The Company is also a leading manufacturer of
value-added zinc products that include zinc oxide, zinc dust and
zinc metal.  Headquartered in Beachwood, Ohio, a suburb of
Cleveland, Aleris operates 29 production facilities in the U.S.,
Brazil, Germany, Mexico and Wales, and employs approximately 3,400
employees.

                         *     *     *

Standard & Poor's Ratings Services currently rates the Company's
10-3/8% Senior Secured Notes at B.


ALL COUNTY: Gets Court Nod to Employ John Titler as Bankr. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa
approved All County Electrical Company's request to employ John M.
Titler, Esq., as its bankruptcy counsel.

Mr. Titler will:

   1) provide legal advice as to the Debtor's powers and duties as
      the debtor-in-possession;

   2) prepare all petitions, motions, complaints, answers, orders,
      reports, schedules, plans, disclosure statements and other
      legal papers as may be necessary and appropriate;

   3) institute, defend and maintain suits and other legal
      proceedings for and on behalf of the Debtor for the purpose
      of collecting and protecting its assets and for the
      enforcement of Debtor's rights, generally, to the extent
      required; and

   4) perform all other legal services for the Debtor as may be
      necessary or appropriate herein.

Mr. Titler will be paid from the Debtor's assets at a rate of $175
per hour plus allowable out of pocket expenses.

Mr. Titler assures the Court that he doesn't represent any
interest adverse to the Debtor or its estate.

Headquartered in Waterloo, Iowa, All County Electrical Company --
http://www.all-county-electrical.com/-- installs and repairs
residential, commercial and industrial electrical, telephone,
data, fire and burglar alarm systems.  The Company filed for
chapter 11 protection on June 8, 2005 (Bankr. N.D. Iowa Case No.
05-02707).  John M. Titler, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million to $10 million.


ALLOY HARDFACING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alloy Hardfacing and Engineering Company
        20425 Johnson Memorial Drive
        Jordan, Minnesota 55352

Bankruptcy Case No.: 05-46034

Type of Business: The Debtor designs, manufactures and install
                  custom-made equipment for ASME welding, blood
                  processing, cooking, conveyance, engineering,
                  feather processing, field service, heat
                  transfer, mixers, pelletizing, sealing,
                  separation, control systems, and waste water
                  treatment.  See http://www.alloy-inc.com/

Chapter 11 Petition Date: September 7, 2005

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Thomas J. Lallier, Esq.
                  Foley & Mansfield, P.L.L.P.
                  250 Marquette, Suite 1200
                  Minneapolis, Minnesota 55401
                  Tel: (612) 338-8788
                  Fax: (612) 338-8690

Total Assets:   $904,119

Total Debts:  $1,697,061

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
William Aulik                                           $600,000
c/o Johnson West
1400 Pioneer Building
Saint Paul, MN 55101

Baldwin Supply Company           Trade debt             $225,421
601 11th Avenue South
Minneapolis, MN 55415

Mark S. Aulik                    Trade debt             $102,284
Alloy Hardfacing & Engineering
Jordan, MN 55352

Oxygen Service Co. Inc.          Trade debt              $53,097
1111 Pierce Butler Route
Saint Paul, MN 55104

American Express Company         Trade debt              $28,356
P.O. Box 0001
Chicago, IL 60679-0001

GW Transportation Service        Trade debt              $15,796
710 Johnson Drive
Delano, MN 55328

Total Logistics Corporation      Trade debt              $15,285
6860 Shingle Creek Parkway
Suite 206
Minneapolis, MN 55430

TS/UMT                           Trade debt              $13,706
8259 Melrose Drive
Overland Park, KS 66214

Minnesota Valley AG Coop         Trade debt              $11,713
27252 Helena Boulevard
P.O. Box 93
New Prague, MN 56071

Ferguson Enterprises, Inc.       Trade debt               $9,281
2350 West County Road C #150
Saint Paul, MN 55113

Platinum Plus for Business       Trade debt               $8,845
P.O. Box 15469
Wilmington, DE 19886-5469

Circle Gear                      Trade debt               $8,015
1501 South 55th Court
Cicero, IL 60804

Davenport Dryer LLC                                       $7,725
P.O. Box 6635
Rock Island, IL 61204

Darling International            Trade debt               $7,000
P.O. BOX 179
Alton, IA 51003

William Aulik                    1997 Tahoe               $6,897
c/o Johnson West
1400 Pioneer Bldg.
Saint Paul, MN 55101

Bosch Rexroth Pneumatics         Trade debt               $6,785
5150 Prairie Stone Parkway
Schaumburg, IL 60192

Building Fastners                Trade debt               $6,661
2827 Anthony Lane South
Minneapolis, MN 55418

Sunsource Technologies           Trade debt               $6,208
10286 West 70th Street
Eden Prairie, MN 55344

Industrial Kiln & Dryer          Trade debt               $6,012
12700 Shelbyville Road
Louisville, KY 40243

Chicago Tube & Iron              Trade debt               $5,734
2940 Eagandale Boulevard
Saint Paul, MN 55121


ALOHA AIRLINES: Wants Until October 28 to Decide on Leases
----------------------------------------------------------
Aloha Airgroup, Inc., and Aloha Airlines, Inc., ask the U.S.
Bankruptcy Court for the District of Hawaii to extend the period
within which they can elect to assume, assume and assign or
reject unexpired leases of non-residential real property until
October 28, 2005.

The Debtors tell the Court that the leased premises are being
utilized in their operations.  They don't want to make a premature
rejection or assumption of a lease which may prove to be important
or cumbersome to the estates.

The Debtors assure the Court that they are current in all their
postpetition rent obligations.

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


AMERISOURCEBERGEN CORP: Moody's Rates $900M Unsec. Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to
AmerisourceBergen Corporation's (ABC's) new $500 million and
$400 million offerings of senior unsecured notes.  Proceeds from
these transactions are expected to be used to refinance two
existing senior note offerings.  The company recently announced
board authorization of approximately $400 million in share
repurchases, which will raise total repurchase availability to
$750 million. Following these announcements, Moody's affirmed
ABC's existing long-term and speculative grade liquidity ratings.
The rating outlook remains stable.

The notes are being sold in privately negotiated transactions
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issue has been designed to
permit resale under Rule 144A.

ABC's Ba2 ratings are supported by:

   1) solid operating cash flow relative to debt;

   2) the likelihood that excess cash generated from lower working
      capital requirements will be used for shareholder
      initiatives; and

   3) uncertainty associated with changes in PharMerica
      reimbursement.

Since mid-December 2004, ABC has lowered guidance two times, due
to lack of drug price increases and ongoing reductions in buy
opportunities.  Despite the fact that ABC had liquidated about
$485 million of excess inventory during fiscal 2004, it appears
that stricter enforcement of lower inventory levels as outlined
under inventory management agreements has resulted in even fewer
buy opportunities and lower profitability.  Further reduction of
inventory is resulting in approximately $1 billion in additional
one-time cash flow benefits.

The Ba2 ratings also reflect ABC's high reliance (85% of net
earnings) on drug distribution -- a sector that continues to
undergo transition due largely to a changing business model.  Fee
for service contract negotiations appear to be occurring, but the
lack of clear incentives on the part of manufacturers to move to
fee-for-service arrangements appears to be providing challenges
during the transition.  In addition, lack of transparency in
negotiated contracts make an assessment of the impact difficult.
In the meantime, Moody's believes that players in this sector have
limited control over key factors affecting their margins in drug
distribution.

Further, Moody's believes that the ratings reflect a relatively
aggressive posture toward shareholder initiatives.  The company
recently indicated its intention to accelerate share buybacks
under its existing program.  As of June 30, 2005, ABC has
repurchased almost $800 million in shares during fiscal 2005.  The
rating agency expects ABC to continue using excess cash generated
during the last quarter of fiscal 2005 for share buybacks.  Under
the prior senior note indenture, the company was limited in its
ability to make restricted payments in the form of dividends or
share repurchases.  Moody's expects that the new senior notes will
be governed by an indenture with greater flexibility.

Recent regulations governing the Medicare Modernization Act of
2003 result in uncertainty for PharMerica, ABC's institutional
pharmacy division, comprising about 15% of the company's net
earnings.  The new regulations appear to recognize the value added
by institutional pharmacies, and Moody's believes that eliminating
the need to negotiate with individual state Medicaid programs
could be beneficial to this sector.  However, the new regulations
introduce the addition of risk-taking Prescription Drug Plans,
which are likely to be health benefits companies.  Under current
legislation, the rating agency expects that rebates, which are
currently negotiated between manufacturers and institutional
pharmacies, will be moved to the PDP level.  One uncertainty
relates to how much leverage and, therefore, how much rebate will
be retained by the institutional pharmacies.

The stable outlook assumes that despite declining margins and net
income, ABC should have enough flexibility in its cash position to
continue buying back shares as well as to make a moderate-sized
acquisition without significantly leveraging its balance sheet.
Fewer buy opportunities should result not only in one-time
liquidation benefits, but also less volatile working capital
swings.

A key factor limiting upside potential is the likelihood that ABC,
along with the rest of the drug distribution sector, will be in a
transition period over the near term.  Prior to a ratings upgrade,
ABC must demonstrate its ability to reverse profitability trends
as the company weathers transitions in both its drug distribution
and institutional pharmacy businesses.  If profits and cash flow
return to stronger levels and shareholder initiatives are not
likely to result in significant increases in debt, so that
operating cash flow and free cash flow to adjusted debt metrics
are sustainable in the 20% and 15% range, respectively, the
ratings or outlook may be raised.

If ABC experiences further declines in cash flow or raise debt
levels, so that operating and free cash flow to adjusted debt
metrics fall below the 15% and 10% range, respectively, the
ratings or outlook could be lowered.

ABC's SGL-1 speculative grade liquidity rating reflects our
expectation that over the next twelve months, ABC will not likely
need external sources of liquidity due to the significant one-time
boost in operating cash flow.

Ratings assigned:

  AmerisourceBergen Corporation:

    * Ba2 $500 million new senior unsecured notes due 2015
    * Ba2 $400 million senior unsecured notes due 2012.

Ratings affirmed:

    * Ba2 corporate family rating (formerly senior implied rating)
    * SGL-1 speculative grade liquidity rating

Ratings expected to be withdrawn (upon tender):

  AmerisourceBergen Corporation:

    * Ba2 $500 million 8 1/8% senior unsecured notes due 2008
    * Ba2 $300 million 7 1/4% senior notes due 2012.

AmerisourceBergen Corporation, headquartered in Valley Forge,
Pennsylvania, is one of the nation's leading wholesale
distributors of pharmaceutical products and related services.


ARMSTRONG WORLD: Court Okays Pact Resolving Carlino's $34MM Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation inked among Armstrong World Industries, Inc., Carlino
Arcadia Associates L.P., as successor to Carlino Development
Group, Inc., and Wagman Construction, Inc., resolving the parties
dispute regarding Carlino's $34,254,844 claim.

Pursuant to the Stipulation, Carlino will be granted an allowed
prepetition general unsecured claim for $388,024 and an allowed
administrative expense claim for $242,934.

AWI will remit to Carlino one-half of the Administrative Expense
Claim.  AWI will pay to Carlino the remainder of  that claim on
the effective date of any confirmed plan of reorganization in
AWI's  Chapter 11 case.

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


ARVINMERITOR INC: Closing Shock Absorber Operation in Tennessee
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) plans to close its Light Vehicle
Systems shock absorber assembly operation in Pulaski, Tenn., U.S.
The company will transfer a portion of the production to its
Detroit, Mich., U.S., and Toronto, Ont., Canada facilities, with
remaining business being phased out by July 2006. The company met
with employees today to discuss the transfer and closure plans,
which will affect all 268 employees.

"As announced in our second-quarter earnings release, ArvinMeritor
identified the need to rationalize 11 sites, to further focus its
businesses on serving customer needs and improve its return on
invested capital," said Sidney Del Gaudio, vice president and
general manager of LVS Undercarriage Systems.  "Pulaski was one of
the 11 sites chosen because its overall costs exceeded the short-
and long-term returns required to sustain the business and remain
competitive."

ArvinMeritor's Light Vehicle Systems (LVS) business group posted
$4.8 billion in sales during fiscal year 2004, and employs 17,000
people at 75 facilities in 23 countries.  LVS -- a market leader
in the product categories it serves -- supplies integrated systems
and modules to the world's leading passenger car and light truck
OEMs.  With advanced technology and systems design expertise in
apertures, undercarriage, wheel and emissions control, LVS
combines high-quality components into cost-effective, performance-
based solutions for virtually every car and light truck on the
road today.

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
$8 billion global supplier of a broad range of integrated systems,
modules and components to the motor vehicle industry.  The company
serves light vehicle, commercial truck, trailer and specialty
original equipment manufacturers and related aftermarkets.
Headquartered in Troy, Mich., ArvinMeritor employs approximately
31,000 people at more than 120 manufacturing facilities in 25
countries.  ArvinMeritor common stock is traded on the New York
Stock Exchange under the ticker symbol ARM.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
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.

On Sept. 4, 2005, Standard & Poor's Ratings Services assigned its
'BB' rating to ArvinMeritor Inc.'s proposed $300 million senior
unsecured notes due September 15, 2015.  At the same time, S&P
affirmed all other long-term ratings on the company and related
entities.  Total consolidated debt at June 30, 2005, stood at
about $1.5 billion.

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Moody's Investors Service assigned a Ba2 rating to approximately
$300 million of new unsecured notes maturing in 2015 which
ArvinMeritor, Inc. intends to issue under an exchange offer to
existing holders of two debt obligations.  The exchange offer will
be for up to $300 million par value split, based on amounts
tendered, between the 7.125% senior unsecured notes maturing in
March 2009 ($150 million total) and the 6.80% senior unsecured
notes maturing in February 2009 (total $499 million).  The Ba2
rating is level with the current Corporate Family and Senior
Unsecured ratings.


ASARCO LLC: U.S. Trustee Appoints 7-Member Creditors' Committee
---------------------------------------------------------------
Pursuant to Section 1102(a) and 1102(b) of the Bankruptcy Code,
Richard W. Simmons, the United States Trustee for Region 7,
appoints seven creditors to the Official Unsecured Creditors'
Committee in ASARCO LLC's case:

      (1) Deutsche Bank Trust Company
          60 Wall Street, 60-2715
          New York, NY 10005
          Attention: Mr. Stanley Burg
          Phone: (212) 250-5280

      (2) Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Attention: Mr. Steve Cimalore
          Phone: (302) 636-6058

      (3) Road Machinery, LLC
          716 S. Seventh Street
          Phoenix, Arizona 85034
          Attention: Mr. Chuck Paugh
          Phone: (602) 252-7121

      (4) Hecla Mining Company
          6500 Mineral Drive, Suite 200
          Coeur d'Alene, Idaho 3815
          Attention: Mr. Mike White
          Phone: (208) 769-4110

      (5) Pension Benefit Guaranty Corporation
          1200 K Street, N.W.
          Washington D.C. 20005-4026
          Attention: Mr. Roger Reiersen
          Phone: (202) 326-4070 x 3704

      (6) United Steelworkers
          Five Gateway Center
          Pittsburgh, Pennsylvania 15222
          Attention: David R. Jury
          Phone: (412) 562-2545

      (7) The Doe Run Resources Corporation
          1801 Park 270 Drive, Suite 300
          St. Louis, Missouri 63146
          Attention: Mr. Lou Marucheau

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: Gets Court Nod to Employ Bracewell as Special Counsel
-----------------------------------------------------------------
ASARCO LLC sought and obtained permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Bracewell &
Giuliani LLP as special litigation counsel pursuant to Section
327(e) of the Bankruptcy Code, nunc pro tunc to Aug. 9, 2005.

As reported in the Troubled Company Reporter on Aug. 31, 2005,
Bracewell represented the company as environmental counsel,
advising ASARCO on many issues, including environmental
litigation.

ASARCO will compensate Bracewell for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates:

               Professionals           Hourly Rate
               -------------           -----------
               Attorneys               $400 - $200
               paraprofessionals           $75

ASARCO will also reimburse the firm for actual and necessary
out-of-pocket expenses.

Mr. Groten discloses that, within the 90-day period preceding the
commencement of ASARCO's bankruptcy case, Bracewell received
payment from ASARCO of $293,997 for professional services
rendered and expenses incurred before the Petition Date.  In
addition, although Bracewell has a general unsecured claim
against ASARCO for about $163,598 for prepetition services
rendered for which the firm did not receive payment, it does not
have or represent any interest adverse to the Debtor or its
estate on the matters for which it is being retained as special
counsel.

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: Court OKs Retention of Quarles to Tackle Labor Issues
-----------------------------------------------------------------
ASARCO LLC sought and obtained authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Quarles & Brady
Streich Lang as special litigation counsel for labor and
employment issues, nunc pro tunc to Aug. 9, 2005.

As previously reported in the Troubled Company Reporter on Aug.
31, 2005, Q&B represented the company in collective bargaining and
in related labor matters and has provided advice and counsel to
ASARCO on labor relations matters, including representing ASARCO
at the Copper Group and Ray bargaining tables for contracts to
replace those that expired June 30, 2004, and June 30, 2005.  In
addition, Q&B has defended ASARCO in numerous cases before the
National Labor Relations Board filed in 2005 by the labor unions
representing ASARCO's Arizona and Texas employees.

The Debtor proposes to compensate Q&B for its legal services on
an hourly basis in accordance with its ordinary and customary
hourly rates.  The Debtor will also reimburse the firm for actual
and necessary out-of-pocket expenses.

Q&B's hourly rates for L&E lawyers at its Phoenix office range
from $185 to $395.  Q&B's current customary hourly rates for
paraprofessionals range from $130 to $160.

The professionals at Q&B who will primarily represent the Debtor
and their hourly rates are:

          Professional      Position        Hourly Rate
          ------------      --------        -----------
          Jon E. Pettibone  Partner             $365
          Lisa Duran        Partner             $290
          Dawn Valdivia     Associate           $200

The fee arrangement with ASARCO provides for a $45 discount to
Mr. Pettibone's fee.

The fee arrangement also provides for a $30,000 advance to be
replenished monthly.

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)


ASPECT SOFTWARE: Moody's Places B1 Rating on $475 Million Debts
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Aspect
Software Inc., a provider of contact center software products,
applications and services.

The ratings assigned are Corporate Family rating of B2 and B1 for
the proposed secured revolver and first lien term loan facility.
There is also a second lien term facility which Moody's was not
asked to rate.  Proceeds of the term loan and an unrated secured
lien facility will be used to finance the $788 million acquisition
of Aspect Communications Corporation by Concerto Software Inc.
with the new company to be named Aspect Software Inc.

These first time ratings have been assigned:

   * Corporate Family Rating - B2
   * $ 50 million revolving credit facility due 2010 - B1
   * $ 425 million senior secured term loan due 2010 - B1

The ratings outlook is Stable.

The ratings reflect:

   1) relatively mature nature of the call center software
      business;

   2) ongoing competition with larger, better financed
      competitors, despite the company's increased scale and
      potential and possible leadership positions in key products;

   3) possible integration risks as Heritage Concerto making its
      biggest acquisition thus far over the past 18 months; and

   4) high leverage resulting from the combination with the
      potential for additional leverage from possible leveraged
      dividends of the company's venture investors.

The ratings also consider:

   1) the combined entity will become one of the largest contact
      center software providers with product strengths in each of
      the key contact center categories;

   2) diversified client base of over 5,000 installed customers
      across a wide range of industry sectors;

   3) good revenue and cashflow visibility with reasonable
      software maintenance contract renewal rates; and

   4) reasonable credit protection measures with free cashflow
      representing over 10% of combined debt amount.

The contact center industry is relatively mature, with growth
rates generally expected to track overall economic growth rates.
New offshoring volume often times takes away existing domestic
volume and thus does not necessarily contribute to the overall
growth of the sector.  Organic revenue growth of the merged
company is expected to be measured, net of market share gains.
Both Heritage Concerto and Aspect provide software products and
services to the contact center industry.

The combined company will become one of the largest software
service providers in the sector.  Market share figures in key
products are expected to be 30%.  Aspect on a combined basis along
with Avaya will be the two largest competitors in the contact
software sector.  However, both Avaya and another competitor
Nortel are bigger in size though neither is a "pure play" in the
contact center software business.  The combined company is also
expected to become a more integrated service provider, combining
inbound (automatic call distribution/ACD) strength of Heritage
Aspect's business, outbound (predictive dialer/PD) strength of
Heritage Concerto's business, and workforce management software.
The benefits of one stop shopping are yet to be proven, but could
potentially enhance the merged company's ability to maintain
market share.

The current transaction represents the fifth acquisition for
Heritage Concerto over the past 18 months and it is by far the
largest.  Successful integration is an important factor in future
rating considerations.

The combined company will have a diversified customer base, with
over 5,000 customers.  Top 10 and 20 customers represent about 22%
and 30% of total revenue, respectively.  The customer base is also
diversified across vertical markets and Heritage Aspect and
Concerto also serve some of the largest outsourcing contact
centers in India.  Although there is some customer overlap,
revenue cannibalization is not expected to be significant due
partly to different product strengths of heritage Concerto and
Aspect.  The combined company benefits from good revenue
visibility due to the recurring nature of its maintenance
contracts, typical of a software provider.  Renewal rates are in
the high 80% range, which is still reasonable.

Pro-forma leverage is about 3.7 x EBITDA, assuming management
projected cost synergy can be achieved.  The amount of synergy
assumed here appears to be consistent with transaction of this
kind.  Interest coverage is satisfactory at 3.2x.  One element of
potential risk is a possible leveraging event as a result of the
eventual exit of the company's venture investors.  Golden Gate
Capital and Oak Investment combined own more than 75% of the
company.

The B1 ratings on the first lien revolver and term loan facility
are notched above that of the Corporate Family rating.  This is a
reflection of the first priority of the first lien piece in the
pro forma capital structure and the credit support provided by
$250 million second lien tranche, unrated by Moody's and the fresh
$200 million equity contribution from the sponsors.  While the
company's balance sheet is comprised largely of intangible assets
of goodwill and IP, enterprise value should provide adequate
protection and cushion for the first lien holders.  Moody's was
not asked to rate the second lien piece which is expected to be
taken up by a club of private lenders. Moody's also notes that the
cash flow of the U.S. guarantors represent over 80% of
consolidated cash flow, and that IPs largely reside in the U.S.
entities.

The ratings could be positively influenced if the company can
successfully integrate its operations; de-leverage and enhance
credit metrics.  Conversely, the ratings could be negatively
impacted if leverage and coverage ratios, currently modest for its
rating category, were to worsen as a result of poor operating
results and/or a further leveraging event.

Concerto Software Inc. is headquartered in Westford, Massachusetts
with operations across the Americas, Europe and Asia Pacific.
Concerto provides products and services that enable business
processes including customer service, collections, and sales and
telemarketing for in-house and outsourced contact centers.

Aspect Communications Corp. is headquartered in San Jose,
California, with offices in countries around the world.  The
company develops, markets, licenses and supports an end-to-end,
integrated suite of contact center software applications that
support:

   * customer communications,
   * customer and contact center information; and
   * workforce productivity.

LTM revenue for the combined company is $636 million.


ATA AIR: Chicago Creditors' Move for Panel Appointment Draws Fire
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on August 29, 2005,
the Ad Hoc Committee of unsecured creditors, which holds $800,000
in claims against Chicago Express Airlines, Inc., asked the U.S.
Bankruptcy Court for the Southern District of Indiana to direct
the U.S. Trustee to appoint an official committee of unsecured
creditors in Chicago Express' chapter 11 case.

The Chicago Express creditors allege that they have been denied
adequate representation in the ATA Airlines, Inc. and its
debtor-affiliates' jointly administered bankruptcy cases.

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

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

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

                            Objections

(1) Creditors Committee

The Official Committee of Unsecured Creditors opposes the request
of the Ad Hoc Committee for the appointment of an official
creditors committee of Chicago Express Airlines, Inc., now known
as C8 Airlines, Inc.

C.R. Bowles, Jr., Esq., at Greenebaum, Doll & McDonald, PLLC, in
Louisville, Kentucky, asserts that the interests of all of the
Debtors' creditors are being adequately represented.  He says that
the Creditors Committee has taken a very active role in the
Debtors' Chapter 11 cases and has performed its fiduciary duties.

Mr. Bowles points out that the Ad Hoc Committee, in its accusation
against the Creditors Committee's inaction with respect to the
Prepetition Guarantees and the Intercompany Receivable, ignores
the findings of Kenneth Malek, the Examiner appointed by the U.S.
Trustee, that:

   (a) the costs and time required to resolve the complex issue
       of the validity of the guarantees by Chicago Express are
       "inconsistent with the value and time sensitivities of the
       [estate of Chicago Express]"; and

   (b) Chicago Express has a valid prepetition receivable from
       ATA Airlines of approximately $17 million, that Chicago
       Express owes ATA Holdings Corp. a prepetition amount of
       approximately $1.9 million, and that Chicago Express owes
       ATA Airlines a postpetition amount of approximately
       $2.4 million.

Mr. Bowles adds that, based on a straight forward application of
the absolute priority rule, the Chicago Express creditors may not
receive any distribution from the Chicago Express Estate as there
may not be sufficient funds in that Estate to pay its third party
administrative creditors.

Even if the prepetition guarantees and the intercompany
receivables are invalidated, this would not produce a recovery for
the Chicago Express creditors unless the Estate has sufficient
funds to pay the administrative claims in full, Mr. Bowles avers.

Moreover, the Creditors Committee would be violating its fiduciary
duties to the Chicago Express creditors if it acted as the Ad Hoc
Committee is suggesting and pursued the litigation at this time,
further dissipating the remaining assets of the Chicago Express
Estate.

According to Mr. Bowles, contrary to the Ad Hoc Committee's
claims, the Creditors Committee's composition clearly shows that
the bondholders do not dominate the Creditors Committee.  The
Committee is composed of two trade creditors -- Flying Food
Group, LLC and Airport Terminal Services -- and two unions --
ALPA and the Association of Flight Attendants -- in addition to
three entities that represent the interests of the Debtors'
bondholders -- John Hancock Funds and Loeb Partners plus Wells
Fargo Bank, N.A. as indenture trustee.

There are other avenues for the Chicago Express creditors to
participate in the Debtors' restructuring, Mr. Bowles notes.

Section 1109 of the Bankruptcy Code allows creditors, including
the Ad Hoc Committee to be heard on any issue.  In addition, in
the event of a filing of a plan of liquidation for Chicago
Express, the Chicago Express creditors will be able to object to
its terms and may vote for or against the plan.

Accordingly, the Creditors Committee asks the Court to deny the
Motion.

(2) Debtors

The Debtors echo the sentiments of the Creditors Committee and
object to the request for the creation of an official creditors
committee for Chicago Express.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
asserts that the Motion is untimely, unfounded and unsupported by
facts.

Ms. Hall tells the Court that there may be no recovery to
unsecured creditors of Chicago Express, notwithstanding the
presence or avoidance of certain prepetition guarantees.  She
points out that Chicago Express' estate is slightly more than
$1 million based on the sale of its assets.  Its remaining assets
are an engine, certain avoidance actions, and two postpetition
receivables related to services to Indiana cities and that is in
negotiations.

According to Ms. Hall, ATA Airlines' postpetition receivable has
continued to grow as ATA has continued to fund the postpetition
administrative expenses of Chicago Express, to attempt to maximize
the return to its creditors.

Ms. Hall argues that the Chicago Express creditors will not be
well served by expending what proceeds there are to pay
professionals of another committee.  She warns that the costs may
guarantee administrative insolvency of the Chicago Express estate.

Moreover, the issues being raised in the Motion have been raised
and asserted numerous times in pleadings filed by NatTel, LLC,
including an appeal of the Court's order authorizing the sale of
Chicago Express assets, which appeal was later withdrawn.  It is
not clear from the Motion whether NatTel is a member of the "ad
hoc" committee identified, but the issues raised are the same.
The time and energy expended in attending to these issues over and
over again wastes resources of all the estates, including that of
Chicago Express.

In addition, the Debtors believe that the request made in the
Motion was earlier made of the U.S. Trustee, who declined to
appoint an additional committee for Chicago Express, though he did
offer to add a trade creditor of Chicago Express to the Creditors
Committee.  This offer was declined, says Ms. Hall.

Pursuant to Section 1102(a) of the Bankruptcy Code, the
appointment of an additional committee is completely discretionary
and depends on the facts of each case.

Ms. Hall reminds the Court that nothing raised in the Motion
requires the appointment of an additional committee, and the
attendant expense, complexity, and waste of resources that the
appointment would entail.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AXTEL SA: Moody's Upgrades Corporate Family Rating to B1 from B2
----------------------------------------------------------------
Moody's Investors Service has upgraded Axtel, S.A. de C.V.'s
corporate family rating to B1 from B2 to reflect Axtel's improved
credit metrics as a result of solid sales and EBITDA growth.

The same change to B1 from B2 was made to the senior unsecured
rating for the Mexican corporate.  The outlook on the ratings is
stable.

This issue was affected by Moody's upgrade:

   -- US$250 million of 11% Senior Unsecured Notes due 2013

Axtel's ratings upgrade is supported by its strong and consistent
increase in sales over the past two years, as well as 2004 growth
in EBITDA, which Moody's expects will be, by FYE 2005, equivalent
to over 4 times cash interest expenses.  Growth in EBITDA has also
strengthened the company's financial position, as total debt
dropped from 2.9 times EBITDA in 2003 to 1.6 times at FYE 2004.

The consistent earnings growth reflects Axtel's successful
strategy of:

   1) assuring its access to high-profile subscribers such as
      business customers and large residential developments; and

   2) choosing the right technology (wireless local loop) to
      compete against incumbent Telmex.

This strategy, coupled with sharp operating expense management,
has generated the means for funding the expansion of the company's
network; the consequent increase in telephone lines (530,000 as of
June 2005) has more than offset expected reductions in the average
revenue per user.  The ratings also benefited from Axtel's
consistent market share gains, from 9% in 2003 to the current
10.9% in the business customers segment; this represents 38.9% of
the company's total lines and approximately 69% of revenues as of
June 2005.  The company also has a sound maturity profile, as no
significant debt matures before 2013, and strong sponsorship from
large shareholders.  Axtel has also reduced its foreign exchange
exposure, as it has entered into cross currency swaps to hedge
interest payments on the $250MM senior notes up to 2008.

The company's ratings are restrained, however, by low free cash
flow generation, declining prices in traditional telephone
services and by the uncertainties around any possible acquisition
of a related or non-related business, which could impact the
company's leverage and profitability.  Despite the recent sales
growth performance, it is unlikely that the company will be able
to post similar rates of sales increase in the years to come, due
to competition from the dominant telephone carrier and the effects
of wireless substitution, which have been forcing a reduction in
tariffs.  However, Moody's expects that the company's strategy of
targeting business customers, as well as new residential
developments, will generate double digit sales growth for the
coming years.

The rating outlook is stable as per Moody's belief that Axtel's
sales, EBITDA and cash generation will increase mostly as a
consequence of the development of the Mexican fixed line market
coupled with market share gains in existing or new cities.
Moody's rating also recognizes that the company is expanding its
network to support revenue growth in a cost-effective manner.
Moody's also regards Axtel as well positioned, from a cash and
technology perspective, to participate in the market for fixed
line telecommunication services, which will eventually offer
bandwidth for video at home and home networking, besides the
current Internet access.

Factors that could contribute to upward pressure on the B1 rating
would be if the company posts free cash flow in amounts that
reduce its leverage exposure, as demonstrated by FCF to total debt
higher than 10% and if it increases interest coverage, as per
EBITDA over 6.5 times interest expense.  Should credit metrics be
impacted by an acquisition that increases leverage, should
projected subscriber base growth slow sharply, or should average
revenue per user drop more than the expected annual decline of
10%, the rating agency would place pressure on the rating.

Axtel, with headquarters in the city of Monterrey, Mexico, is a
competitive local telephone company providing bundled products
including voice, data and Internet services.


BGK SECURITY: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BGK Security Services, Inc.
        7810 South Claremont Avenue
        Chicago, Illinois 60620

Bankruptcy Case No.: 05-36263

Type of Business: The Debtor is a security agency.

Chapter 11 Petition Date: September 8, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Richard N. Golding, Esq.
                  Weinberg Richmond LLP
                  333 West Wacker Drive
                  Chicago, Illinois 60606
                  Tel: (312) 845-2512
                  Fax: (312) 807-3903

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

A full-text copy of the Debtor's 8-page List of Unsecured
Creditors is available for free at:

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


BIO-ONE CORP.: Fred Zeidman Named Chief Restructuring Officer
-------------------------------------------------------------
Bio-One Corp. (Pink Sheets:BICO) has named Fred Zeidman as its
Chief Restructuring Officer of the Company.  Mr. Zeidman's most
recent successes include acting as Chairman of Seitel, Inc. and
overseeing the restructuring of Seitel, Inc. in Chapter 11, and
the recovery of nearly a quarter of a billion dollars in damages
for the shareholders of AremisSoft.

"Mr. Zeidman's skills are exactly what the shareholders of Bio-One
need.  We are fortunate to have his services for the Company in
this critical period," stated John Ruddy, Director of Bio-One
Corporation.  Mr. Zeidman added, "Bio-One has a significant,
multi-million dollar investment in Interactive Nutrition
International, Inc.  The Company intends to vigorously protect the
interests of its shareholders and creditors in INII."

                     About Fred S. Zeidman

Mr. Zeidman was appointed Chairman of the United States Holocaust
Memorial Council by President George W. Bush in March 2002. The
Council, which includes 55 Presidential-appointed members and ten
members from the U.S. Congress, is the governing board of the
United States Holocaust Memorial Museum. A prominent Houston-based
business and civic leader, Mr. Zeidman is Chairman of the Board of
Seitel, Inc. and Chairman of the Board of Corporate Strategies,
Inc.  In 2004 he joined Greenberg Traurig as Senior Managing
Director of Governmental Affairs.  Mr. Zeidman also currently
serves as a director of Prosperity Bank in Houston.  Mr. Zeidman
holds a Bachelor's degree from Washington University in St. Louis,
and a Master's in Business Administration from New York
University.

                  Mr. Zeidman's Prior Posts

Seitel is a leading provider of seismic data and related
geophysical expertise to the petroleum industry. Their products
and services are used by oil and gas companies to assist in the
exploration for and development and management of oil and gas
reserves.

AremisSoft Corporation was a publicly traded company involved in
software manufacturing that was the victim of a massive fraud at
the hands of its former executive, which caused over $500 million
in shareholder losses. As Trustee appointed by the United States
District Court of the District of New Jersey, Mr. Zeidman has been
charged with investigating and recovery damages on behalf of the
former shareholders. To date the trustees have recovered in excess
of $240 million.

                      Bio-One Default

Bio-One is currently in default under the Secured Convertible
Debenture for its failure to make the required payments and for
its failure to properly perfect Cornell Capital's security
interest in accordance with in the Secured Convertible Debenture
and the Security Agreement.  Pursuant to this default, Cornell
Capital Partners, LP, may foreclose on all of the assets of Bio-
One, including, but not limited to, all of Bio-One's ownership
interests in all of its subsidiaries.  Therefore, as a result of a
foreclosure, Bio-One would no longer have an ownership if any of
its subsidiaries and could be forced to curtail or cease its
business operations.

                      About Bio-One

Headquartered in Winter Park, Florida, Bio-One Corporation
manufactures nutritional supplements that it markets to healthcare
providers.  Bio-One's latest balance sheet, dated Sept. 30, 2004,
shows $52 million in assets and $40 million in liabilities.  Grant
Thornton cautions that these financial statements are unreliable.


BOMBARDIER RECREATIONAL: Moody's Rates $50M Sr. Sec. Loan at Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Bombardier Recreational
Products' (BRP) senior secured revolving credit facility to Ba3
from B1 and assigned a Ba3 rating to BRP's US $50 million senior
secured term loan.  At the same time, Moody's affirmed both BRP's
B1 corporate family rating and its B3 subordinated notes rating,
in addition to withdrawing the rating on the US $275 million
senior secured term loan, which was repaid with the proceeds from
the new term loan and cash on hand.  The ratings outlook is
stable.

The ratings upgrade of the senior secured revolving credit
facility to Ba3 reflects the improved expected loss prospects of
the debt in light of the reduction in the term loan outstanding
and its priority position in the capital structure and the strong
asset collateralization, namely inventory, accounts receivable and
fixed assets and BRP's strong brand value.  The overall ratings of
BRP reflect its strong cash flow, which, together with the $40
million of proceeds from the sale of its utility business, has
enabled BRP to repay close to US $230 million of funded debt since
the beginning of 2004.  In addition, the ratings of BRP reflect
the company's strong brand names and market positions in:

   * snowmobiles,
   * personal watercraft,
   * sport boats, and
   * marine engines.

BRP's ratings are also supported by management's emphasis on cost
controls and the company's generally conservative financial
profile.

The ratings further reflect the company's vulnerability to:

   * increased energy costs;

   * economic cycles;

   * foreign exchange fluctuations;

   * seasonal spending patterns;

   * the discretionary nature of the demand for its products; and

   * the risks associated with BRP's revised ATV strategy of
     selling to the sports, recreational-utility and youth
     enthusiasts.

Management's restructuring actions to rationalize capacity,
consolidate distribution centers and reduce manufacturing costs
are credit positives, yet the increase in oil prices and the
potential cascading effect on consumer spending for recreational
products is a risk.

Moody's believes the company's liquidity profile with modest cash
balances ($35 million at April 30, 2005), minimal amortizing debt,
an undrawn $250 million revolver, annual operating cash flow of
around $100 million, suspension of the defined benefit pension
plan and access to bank and capital markets, should provide BRP
with adequate liquidity to meet the significant seasonal working
capital needs of its business.

The stable outlook is predicated on Moody's expectation that BRP
will continue to repay debt with excess cash flow and that BRP
will maintain its leading market positions and maintain or
increase sales and profits through new product introductions,
manufacturing optimization efforts, and low-cost sourcing
arrangements.  The stable outlook also reflects Moody's belief
that BRP's improving credit metrics with adjusted EBIT margins
(adjusted EBIT/revenue) for the LTM ended April 2005 of 5.5% (up
from 2.6% in January 2004) and leverage (adjusted debt/adjusted
EBITDA) of 2.6x (down from 6.5x in January 2004) will
substantially be maintained even if demand for its products
moderates.

In accordance with Moody's Global Standard Adjustments, these
analytical adjustments were made to BRP's reported numbers:

   * capitalize operating leases;

   * expense unrecorded stock compensation (and adjust cash flow
     for the income tax benefit);

   * add back the uncollected portion of securitized receivables;
     and

   * record an obligation for BRP's potential contingent liability
     for floor plan financing.

A ratings upgrade could be considered if the company's margins
improve closer to high single or low double digit and retained
cash flow to adjusted debt is maintained at or above its current
level of about 20%.  However, an upgrade would also be contingent
upon the assumption that BRP can maintain its improved credit
profile within the normal cyclical and seasonal patterns of the
industry and potential decrease in consumer spending.

Given the continuing improvements in leverage, Moody's does not
anticipate downward rating pressure outside of event risk
associated with acquisitions or a severe pull back in demand in
the marine industry.  However, an increase in leverage to around
4x and a retreat in EBIT margins to the low single digits combined
with a change in its strategy or a severe downturn in consumer
spending could cause Moody's to revise the ratings down.

The Ba3 rating on BRP's term loan reflects its priority in the
capital structure as supported by subsidiary guarantees and
collateral pledges.  BRP is the borrower under the term loan,
which is guaranteed by all U.S. and Canadian subsidiaries.  The
term loan is secured by substantially all of the assets of the
borrowers and guarantors.  Because of these benefits, along with
strong asset coverage and brand value, the rating of the term loan
is notched one level above the B1 corporate family rating.  In
connection with the new term loan, the company amended the secured
credit facility (credit facility includes the revolver and term
loan).  The amended facility reduced the pricing of the revolver,
eliminated the excess cash flow sweep of the term loan and removed
the fixed charge covenant; the amended credit facility still
contains customary limitations and financial covenants governing
maximum total leverage, minimum interest coverage, and maximum
capital expenditures.  The term loan amortizes 1% per year with a
bullet payment due on maturity.

Rating upgraded:

   * Senior secured revolver to Ba3 from B1;

Rating assigned:

   * US $50 million senior secured term loan at Ba3;

Ratings affirmed:

   * US $200 million subordinated notes at B3;
   * Corporate family rating at B1.

With corporate headquarters in Valcourt, Quebec, Bombardier
Recreational Products Inc. is a leading designer, manufacturer,
and distributor of motorized recreational products worldwide.  Net
sales for the twelve-month period ended April 2005 were
approximately C$2.4 billion.


BRICE ROAD: Wants to Hire Bailey Cavalieri as Bankruptcy Counsel
----------------------------------------------------------------
Brice Road Developments, L.L.C., asks the U.S. Bankruptcy Court
for the Southern District of Ohio for permission to employ Bailey
Cavalieri LLC as its general bankruptcy counsel.

Bailey Cavalieri will:

   a) advise the Debtor of its rights, powers, and duties as
      a debtor and debtor-in-possession in continuing to operate
      and manage its business and property;

   b) prepare on behalf of the Debtor all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules, and other documents, and
      review all financial and other reports to be filed in its
      chapter 11 case;

   c) advise the Debtor concerning responses to, applications,
      motions, other pleadings, notices, and other papers that
      may be filed and served in its chapter 11 case and assist in
      the negotiation and documentation of financing agreements,
      cash collateral orders and related transactions;

   e) review the nature and validity of any liens asserted against
      the Debtor's property and advise it concerning the
      enforceability those liens;

   f) advise the Debtor concerning actions that it might take to
      collect and recover property for the benefit of its estate
      and assist in connection with any potential property
      dispositions;

   g) counsel the Debtor in connection with the formulation,
      negotiation, and promulgation of a plan of reorganization
      and its related documents;

   h) advise the Debtor concerning executory contract and
      unexpired lease assumptions, assignments, and rejections and
      lease restructurings and assist in reviewing, estimating and
      resolving claims asserted against the Debtor's estates;

   i) commence and conduct any and all litigation necessary to
      assert rights held by the Debtor, protect assets of the
      Debtor's chapter 11 estate and further the goal of
      completing the Debtor's successful reorganization; and

   j) perform all other necessary legal services to the Debtor in
      connection with its chapter 11 case.

Yvette A. Cox, Esq., a Member of Bailey Cavalieri, is one of the
lead attorneys for the Debtor.  Ms. Cox disclosed that her Firm
received a $10,000 retainer.  Ms. Cox charges $325 per hour for
her services.

Ms. Cox reports Bailey Cavalieri's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Members                   $260 - $445
      Associates & Counsel      $175 - $270
      Paralegals                $140 - $145

      Professional          Designation        Hourly Rate
      ------------          -----------        -----------
      Timothy A. Riedel     Counsel               $270
      Matthew T. Schaeffer  Associate             $230
      Timothy B. McGranor   Associate             $220
      Adam J. Biehl         Associate             $210
      Craig R. Hartpence    Paralegal Assistant   $145
      Beth A. Dannaher      Paralegal Assistant   $140

Bailey Cavalieri assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio. The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


BRICE ROAD: Section 341(a) Meeting Scheduled for October 13
-----------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Brice Road
Developments, L.L.C.'s creditors at 10:00 a.m., on Oct. 13, 2005,
at the Office of the US Trustee, 170 North High Street, Suite 204
Columbus, Ohio 43215.  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 Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio. The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
Yvette A Cox, Esq., at Bailey Cavalieri LLC represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


CAPITAL AUTOMOTIVE: Moody's Reviews Ba1 Preferred Stock Rating
--------------------------------------------------------------
Moody's Investors Service placed its ratings of Capital Automotive
REIT on review for possible downgrade.  This review was prompted
by CARS' announcement that it has agreed to be acquired for cash
by clients advised by DRA Advisors LLC.  The total transaction
value is approximately $3.4 billion, including the assumption of
CARS indebtedness and preferred shares.  CARS' Series A and Series
B Cumulative Redeemable Preferred Shares will remain outstanding
after the close of the acquisition as preferred shares of CARS.

The closing of the transaction, which is expected to occur in late
2005 or early 2006, is subject to the approval of the REIT's
common shareholders and other customary closing conditions.
Holders of common limited partnership interests in Capital
Automotive L.P., the REIT's operating partnership, will be given
the choice of either receiving cash, or continuing their interest
in the operating partnership indirectly through a membership
interest in an affiliate of DRA.

Moody's remarked that although the precise capital structure of
CARS subsequent to this transaction is not yet clear, it is likely
that leverage, particularly secured leverage, will increase
materially, while other credit metrics are likely to deteriorate.
Thus, a rating downgrade could be more than one notch.  In its
review, Moody's will focus on CARS' pro forma capital structure --
specifically, overall leverage and the use of secured debt -- and
strategic profile.

Ratings under review for possible downgrade are:

Capital Automotive REIT:

   * Senior unsecured debt rated Baa3
   * preferred stock rated Ba1

Capital Automotive REIT [NasdaqNM: CARS], headquartered in McLean,
Virginia, is a self-administered, self-managed real estate
investment trust.  The REIT's strategy is to acquire real property
and improvements used by operators of multi-site, multi-franchised
automotive dealerships and related businesses.

As of June 30, 2005, the REIT had real estate investments
primarily consisting of interests in 345 properties, representing
509 automotive franchises in 32 states.  The properties are leased
under long-term, triple-net leases with a weighted average initial
lease term of approximately 15.1 years.  Approximately 76% of the
REIT's real estate portfolio is located in the top 50 metropolitan
areas in the USA in terms of population, and 73% of the REIT's
real estate portfolio is invested in properties leased to the "Top
100" dealer groups as published by "Automotive News."  The REIT
reported assets of $2.4 billion and shareholders equity of more
than $1 billion at June 30, 2005.


CARDTRONICS INC: June 30 Balance Sheet Upside-Down by $49.8 Mil.
----------------------------------------------------------------
Cardtronics, Inc., reported its financial results for the quarter
ended June 30, 2005.

For the second quarter of 2005, revenues totaled $69.2 million,
representing a 99.4% increase over the $34.7 million in revenues
recorded during the second quarter of 2004.  Net income for the
second quarter of 2005 totaled approximately $200,000, compared to
approximately $800,000 million for the same period in 2004.

The quarterly results for both periods include write-offs of
deferred financing costs totaling $2.5 million in each period,
resulting from the refinancing of the Company's bank credit
facilities in May 2005 and June 2004.

The year-over-year increase in revenues was primarily due to the
Company's acquisition of the E*TRADE ATM portfolio in June 2004,
and, to a lesser extent, additional acquisitions consummated
during the first six months of 2005, including:

    * the BAS Communications, Inc. ATM portfolio in March 2005;

    * the Neo Concepts, Inc. ATM portfolio in April 2005; and

    * Bank Machine Limited in the United Kingdom in May 2005.

The decrease in net income was primarily due to the additional
interest, depreciation and amortization expense amounts associated
with the aforementioned acquisitions.

For the six months ended June 30, 2005, revenues totaled
$127.5 million, representing an increase of 88.3% over the
$67.7 million in revenues recorded during the first six months of
2004.  Net income for the six months ended June 30, 2005, totaled
$2.1 million, compared to $1.1 million for the same period in
2004.  As was the case with the quarterly results outlined above,
the year-over-year increase in revenues was due primarily to the
E*TRADE ATM portfolio acquisition consummated in June 2004.  The
year-over-year increase in net income was largely due to the fact
that the 2004 results included an additional $1.3 million, net of
tax, in stock compensation charges when compared to the 2005
results.

The 2005 results are not fully reflective of the operations of the
acquired Neo Concepts, Inc. portfolio (which was in transition to
the Company's operating platform during the second quarter) or of
Bank Machine Limited, which has only been included in the
Company's financial results for two months during the second
quarter.

"Cardtronics has achieved a tremendous amount of progress with
respect to its growth initiatives during the first six months of
2005," remarked Jack Antonini, Chief Executive Officer of
Cardtronics.  "With the Bank Machine acquisition, our first
outside of the United States, we have demonstrated our commitment
to expanding our domestic ATM operating expertise to selected
international markets.  Additionally, we have continued to make
great strides domestically with our bank-branding program, as
evidenced by the recent agreement with JPMorgan Chase to brand our
ATMs located in Duane Reade drugstores throughout the New York
metropolitan area.  Combined, we have laid a solid foundation for
our future domestic and international growth initiatives."

Headquartered in Houston, Texas, Cardtronics Inc. --
http://www.cardtronics.com/-- an owner/operator of ATMs with a
nationwide U.S. network of more than 25,000 locations operating in
every major market and in all 50 states as well as 1,000 locations
throughout the United Kingdom.  Major U.S. merchant-clients
include A&P, Albertson's, Amerada Hess, Barnes & Noble College
Bookstores, BP Amoco, Chevron, Costco, CVS/pharmacy, ExxonMobil,
Duane Reade, Rite Aid, SSP/Circle K, Sunoco, Target and Walgreens.
Cardtronics' unique ATM footprint enables it to offer ATM branding
opportunities to financial institutions across the USA.  Branded
ATMs deployed at Cardtronics' major merchant-clients increase
account access convenience for the depositors of these financial
institutions as well as customer foot traffic for the merchant-
clients.

At June 30, 2005, Cardtronics Inc.'s balance sheet showed a
$49,760,000 stockholders' deficit, compared to a $2,164,000
deficit at Dec. 31, 2004.


CATHOLIC CHURCH: Spokane Begins Appeal of Parish Property Decision
------------------------------------------------------------------
The Diocese of Spokane and 22 members of the Association of
Parishes in Washington filed separate notices advising Judge
Williams that they will take an appeal to the U.S. District Court
for the Eastern District of Washington from the Bankruptcy
Court's order granting the Committee of Tort Litigant's request
for partial summary judgment and finding that certain properties
that the Diocese "held for another" actually constitute property
of the Diocese's estate.

The Diocese and the Association of Parishes and certain related
schools and ministries will also take an appeal from the
Bankruptcy Court's order denying the Association's request to
dismiss the Litigants Committee's complaint for lack of standing
and lack of jurisdiction.

Saint Phillips Villa, Inc., filed a joinder to the Association's
appeal.  Saint Phillips holds a $2,064 claim against Spokane.

Spokane will also ask the District Court to determine whether
Judge Williams erred in her decision denying Spokane's cross-
motion for summary judgment.

The 22 members of the Association of Parishes are:

   1.  Assumption Church Spokane,
   2.  Cathedral of Our Lady of Lourdes Spokane,
   3.  Mary Queen of Heaven Church Spokane,
   4.  Our Lady of Fatima Parish Spokane,
   5.  Sacred Heart Church Spokane,
   6.  St. Aloysius Church Spokane,
   7.  St. Ann Church Medical Lake,
   8.  St. Anne Church Spokane,
   9.  St. Anthony Church Spokane,
  10.  St. Augustine Church Spokane,
  11.  St. Charles Church Spokane,
  12.  St. Francis Assisi Church Spokane,
  13.  St. Francis Xavier Church Spokane,
  14.  St. John Vianney Church Spokane Valley,
  15.  St. Joseph Church Colbert,
  16.  St. Joseph Church Otis Orchards,
  17.  St. Joseph Church Spokane,
  18.  St. Mary Church Spokane Valley,
  19.  St. Mary Presentation Church Deer Park,
  20.  St. Peter Church Spokane,
  21.  St. Rose of Lima Cheney, and
  22.  St. Thomas Moore Parish Spokane

A complete list of the members of the Association of Parishes and
the schools and ministries is available for free at:

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

The parishes, schools and ministries are represented by John D.
Munding, Esq., at Crumb & Munding, P.S., in Spokane, and Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Marks Elliott &
McHugh, in Sandpoint, Idaho.

               Spokane & Parishes Want Order Stayed

The Diocese of Spokane, the Association of Parishes and the
related schools and ministries seek leave from the Bankruptcy
Court to file appeals from Judge Williams' Orders.

The 22 members of the Association of Parishes also ask the
Bankruptcy Court to stay the Orders pending the appeals.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, explains that the Bankruptcy Court's
Orders are of great significance to the Diocese and other
defendants.  Unless reversed by an appellate court, the Orders
have the effect of creating a "law of the case" which would result
in the Diocese being forced to submit a plan of reorganization
that includes property in which it has no beneficial interest.

That plan, Mr. Cross points out, would pit the Diocese against the
true beneficial owners of the disputed property, the schools and
parishes, in violation of the civil and canonical trust
relationship between the Diocese, on the one hand, and the
parishes and schools on the other.

The Bankruptcy Court's decision will lead to the disruption of
Diocese's reorganization process and subject all non-debtors in
other bankruptcies to unrestricted litigation advanced by
creditors committees acting as de facto trustees, says John D.
Munding, Esq., at Crumb & Munding, P.S., in Spokane, Washington.

According to Mr. Munding, the Bankruptcy Court's decision granting
summary judgment substantially affects and implicates rights of
the 22 Parishes, in property, by divesting them of their interests
in property without considering evidence properly before the
Bankruptcy Court.

If not corrected now, Mr. Munding says Judge Williams' decision
will prevent all the defendants in the case from defending their
interests in property.

"Before the Court was substantial evidence raising issues of
material fact with respect to the existence of a trust
relationship between the Diocese of Spokane and the non-debtor
defendants.  The Court did not rule the evidence was inadmissible
or irrelevant, rather it refused to consider the evidence, relying
instead on selected portions of the evidence to justify an opinion
contrary to the facts demonstrated by the historical documents,
statements and practices of the parties," Mr. Munding says.

Under this judicial process, the Parishes have been denied their
right to be heard in a meaningful way, Mr. Munding argues.

Mr. Munding also points out that, by denying the Association of
Parishes' Motion to Dismiss, the Bankruptcy Court has unilaterally
upset the carefully drafted congressional legislation codified in
the Bankruptcy Code.  "The Order is of great significance to the
22 Parishes because, unless reversed by an appellate court, it
means that a creditors committee, which has no case or controversy
with the 22 Parishes, has standing to quiet title and extinguish
the 22 Parishes' interest in real property."

Mr. Munding maintains that the Bankruptcy Court's decision also
fails to cite to any Ninth Circuit law that allows a creditors
committee standing to file an adversary proceeding of this nature
against non-debtors seeking declaratory relief under Section 541
of the Bankruptcy Code.  No federal court, bankruptcy or appellate
court has ever specifically addressed this issue or allowed this
type of action.

This lack of authority, Mr. Munding contends, leaves substantial
ground for difference of opinion concerning the findings in the
Order and emphasizes the need for a decision at the appellate
level.

A stay pending appeal is necessary, Mr. Munding asserts, to allow
full appellate view of decisions that are of national importance
and which are of significance in the adversary actions.  The stay
will avoid the parties' litigating further motions before a final
appellate decision on these issues have been issued.  None of the
parties will suffer significant injury from the stay.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CCH I LLC: Fitch Expects to Rate Sr. Secured Notes at CCC+
----------------------------------------------------------
Fitch expects to assign a 'CCC+' rating and an 'R3' recovery
rating to the proposed issuance of senior secured notes offered by
CCH I, LLC, as well as a 'CCC+' rating and an 'R3' recovery rating
to the proposed offering of senior unsecured notes issued by CCH I
Holdings, LLC.

CCHI and CIH are wholly owned subsidiaries of Charter
Communications Holdings, LLC.  The notes are being offered as part
of a debt exchange launched by Charter Holdings.  Fitch will
assign the ratings to the new CCHI and CIH notes upon the closing
of the proposed debt exchange.

Additionally, in the event the proposed debt exchange fails to
close or that less than 100% of Charter Holdings noteholders
tender for the exchange, Fitch expects to maintain the 'CCC+'
senior unsecured debt rating and 'R3' recovery rating assigned to
Charter Holdings.  Lastly, Fitch has affirmed the 'CCC' issuer
default rating and Stable Rating Outlook assigned to Charter
Communications, Inc.

This rating action reflects Fitch's belief that a bankruptcy
filing by Charter, absent the proposed debt exchange, is not
imminent.  Such determination is a key consideration in
characterizing a proposed debt exchange as a distressed debt
exchange.

Fitch believes that amounts available for borrowings under
Charter's bank revolver, continued access to capital markets, and
nominal amounts of scheduled maturities through 2006 will provide
the company with sufficient liquidity and financial flexibility to
continue to operate outside a bankruptcy filing.

Fitch acknowledges that Charter's proposed debt exchange contains
characteristics normally found in a distressed debt exchange,
namely the exchange of bonds at a level lower than the par value
of the original securities, and the lengthened maturity dates
relative to the original debt securities.

The exchange offer will utilize two intermediate holding companies
within Charter's capital structure, both of which would be
structurally senior to any remaining Charter Holdings noteholders.
While Fitch recognizes the structural subordination within
Charter's intermediate holding company structure, the lack of
notching within these intermediate holding companies reflects the
lack of material credit enhancement (in the form of an operating
company guaranty), and Fitch's opinion that the recovery prospects
of the various intermediate holding companies are substantially
equivalent.

From Fitch's perspective the proposed debt exchange does not
materially change or enhance the recovery prospects of the various
holding companies, including CCHI and CIH, relative to each other.
Fitch acknowledges that the notes that will be issued by CCHI will
be senior secured.  However because the notes will be secured by
the economic interests of a non-operating holding company (CCH II,
LLC) and because of the restrictions on the security holders'
ability to utilize the collateral to remedy a payment default,
Fitch does not believe that the security interests provide
meaningful credit enhancement to the holders of the CCHI secured
debt, and that the recovery prospects of the CCHI noteholders are
within the same recovery rating scale as the rest of Charter's
intermediate holding companies.

In general, Fitch believes that the proposed debt exchange is
positive for Charter's overall credit profile.  The debt exchange
positions the company to extend maturities scheduled for 2009 and
2010 to 2015, and extend maturities scheduled for 2011 and 2012 to
2014 and 2015 respectively.  The debt exchange will also modestly
reduce outstanding debt and leverage.

Pro forma leverage (on a latest 12-month basis) as of the end of
second-quarter 2004 after giving effect to the $300 million
issuance by CCO Holdings, LLC in August was 9.99 times (x).
Assuming a 50% participation in the exchange, Fitch estimates pro
forma leverage of 9.83x as of the end of second quarter 2004.
Fitch points out that as a condition for the exchange to close,
leverage at Charter Holdings adjusted for debt exchange must be
below 8.75x, which will likely require in excess of $2 billion of
the old Charter Holdings notes be tendered before the exchange can
close.

The proposed exchange offer will not in Fitch's opinion improve
the company's near-term liquidity profile.  Fitch expects that the
exchange offer will have a neutral impact on the company's cash
interest requirements.  Overall, Charter's liquidity position is
supported by the $870 million available under the company's
secured credit facility, all of which is available for borrowing
under the covenant structure.  The company has nominal amounts of
debt scheduled to mature during the remainder of 2005, and in 2006
scheduled maturities total $55 million.  Scheduled maturities in
2007 total approximately $385 million.  In light of Fitch's
expectation of limited near-term EBITDA growth, Fitch does not
expect any meaningful improvement of credit protection metrics.

Overall, Fitch's current ratings for Charter reflect the company's
highly levered balance sheet and the absence of any prospects to
meaningfully delever its balance sheet over the near term.
Additionally, the ratings incorporate Fitch's expectation that
Charter will continue to generate negative free cash flow given
the company's operating profile, elevated capital expenditures,
and the increasing cash interest requirements on debt that has
converted to, or is scheduled to convert to cash interest payment.


CHASE COMMERCIAL: Fitch Affirms Low-B Ratings on 5 Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms Chase Commercial Mortgage Securities Corp.,
commercial mortgage pass-through certificates, series 1999-2:

     --$53.0 million class A-1 at 'AAA';
     --$469.3 million class A-2, at 'AAA';
     --Interest-only class X at 'AAA';
     --$41.1 million class B at 'AA';
     --$37.2 million class C at 'A';
     --$11.7 million class D at 'A-';
     --$27.4 million class E at 'BBB';
     --$11.7 million class F at 'BBB-';
     --$27.4 million class G at 'BB+';
     --$7.8 million class H at 'BB';
     --$6.8 million class I at 'BB-';
     --$8.8 million class J at 'B+';
     --$6.8 million class K at 'B';
     --$5.9 million class L at 'B-'.

The $17.1 million class M is not rated by Fitch.

The rating affirmations reflect the transactions current stable
performance and scheduled loan amortization.  As of the August
2005 distribution date, the pool's aggregate collateral balance
has been reduced approximately 6.2% to $732.2 million from $782.7
million at issuance.

Interest shortfalls continue to affect the below investment grade
classes J, K, L and M and are expected to continue for the next
six months.  Additionally, loan modifications on two specially
serviced loans have resulted in deferred interest which is being
accrued to class M.

Five loans comprising 4.8% of the pool are currently in special
servicing.  The largest specially serviced loan (2.2%) is secured
by a flex office/warehouse complex located in Englewood, CO and is
currently 90 days delinquent.  The loan was transferred to the
special servicer in May 2005 due to a technical default.  The
borrower failed to lease up the vacant space in accordance with
the Modification agreement.  Borrower has found a buyer and lender
has agreed to accept a discounted payoff and expected closing at
the end of September 2005.

The next largest loan in special servicing (1.0%) is a multifamily
property located in Euless, TX and is currently real-estate owned.
The Trust foreclosed in March 2005 and immediately took over
property management.  Management is working on leasing up the
property before disposition.  Losses are expected upon
liquidation.


CHESAPEAKE ENERGY: Offering $250 Million of Preferred Stock
-----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence a
public offering of $250 million of a new series of its cumulative
convertible preferred stock with a liquidation preference of
$100 per share.  Chesapeake intends to use the net proceeds of the
offering, together with the proceeds from a concurrent offering of
common stock, to repay debt under its bank credit facility or for
general corporate purposes.

The offering will be made under the company's existing shelf
registration statement.  The company intends to grant underwriters
a 30-day option to purchase a maximum of $37.5 million in
additional shares of convertible preferred stock to cover any
over-allotments in the offering.

Lehman Brothers, Banc of America Securities LLC, Credit Suisse
First Boston, Morgan Stanley and Wachovia Securities will be joint
book-running managers for the offering.  Copies of the preliminary
prospectus and records relating to the offering may be obtained
from the offices of Lehman Brothers Inc., c/o ADP Financial
Services, Integrated Distribution Services, 1155 Long Island
Avenue, Edgewood, NY 11717; Banc of America Securities LLC, Attn:
Prospectus Department, 100 West 33rd Street, New York, NY 10001,
646-733-4166; Credit Suisse First Boston, One Madison Avenue,
Level 1B, New York, NY 10010, 212-325-2580; Morgan Stanley,
Prospectus Department, 1585 Broadway, LLB, New York, NY 10036;
Wachovia Securities Capital Markets, LLC, Equity Capital Markets,
7 St. Paul Street, 1st Floor, Baltimore, MD 21202.

Chesapeake Energy Corporation is the third largest independent
producer of natural gas in the U.S. Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast,
Barnett Shale and Ark-La-Tex regions of the United States.

                         *     *     *

As reported in the Troubled Company Reporter Aug. 19, 2005,
Moody's assigned a Ba3 rating to Chesapeake Energy's (CHK) new
$600 million issue of 12 year 6.5% senior unsecured notes and to
CHK's existing $600 million issue of 13 year 6.25% senior
unsecured notes.  Moody's affirmed CHK's Ba3 corporate family
rating, existing Ba3 senior unsecured note ratings, and B3
preferred stock rating.  Moody's said the outlook remains
positive.

The new note proceeds will be used to repay outstanding borrowings
under the revolving bank credit facility (unrated), which was
partially tapped to fund four recent transactions costing
$410 million.  CHK had approximately $455 million of bank debt
outstanding as of June 2005.


CONCENTRA OPERATING: Moody's Rates Proposed $675-Mil Debts at B1
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Concentra
Operating Corporation in conjunction with Concentra's proposed
acquisitions of Beech Street Corporation and Occupational Health
and Rehabilitation Inc.  At the same time, Moody's assigned a
rating of B1 to Concentra's proposed $150 million Revolving Credit
Facility and a $525 million Term Loan B.  The ratings outlook
remains stable, although flexibility within the current rating
category has been reduced.

Ratings of Concentra Operating Corporation affirmed:

   * B1 corporate family rating

   * B1 senior secured revolving credit facility of $100 million
     due 2008 (to be withdrawn concurrent with the proposed
     transaction)

   * B1 senior secured term loan of $335 million due 2009 (to be
     withdrawn concurrent with the proposed transaction)

   * B3 senior subordinated notes of $180 million due 2010

   * B3 senior subordinated notes of $150 million due 2012

Ratings of Concentra Operating Corporation assigned:

   * B1 senior secured revolving credit facility of $150 million
     due 2010

   * B1 senior secured term loan of $525 million due 2011

These rating actions follow Concentra's announcement that it
intends to acquire Beech Street Corporation, a leading Preferred
Provider Organization, in a transaction valued at $165 million.
For the twelve months ended June 30, 2005, Beech Street generated
revenues of $70.4 million and EBITDA of $13.2 million, resulting
in a purchase price of over two times trailing revenue and over 12
times trailing EBITDA.  Concentra also announced that it intends
to acquire Occupational Health and Rehabilitation, a regional
operator of 34 centers primarily in the northeastern United
States, for a purchase price of $48.6 million.

For the twelve months ended June 30, 2005, OH&R generated revenues
of $58.2 million and EBITDA of $4.3 million.  Concurrently,
Concentra has proposed to refinance its existing senior secured
credit facility of $367.5 million.  Moody's understands that
Concentra plans to finance the proposed acquisitions and
retirement of its credit facility through issuing $525 million in
Senior Term Debt and utilizing $59.4 million of retained cash.

The affirmation of Concentra's ratings also reflects Moody's
belief that Concentra's improved operating results and free cash
flow generation will continue, and will help to support the
incremental debt associated with the proposed acquisitions.
Concentra's Health Services business has generated mid-teens
revenue growth over the past few quarters supported by mid to
upper single digit same store revenue growth, an increase in
ancillary services and on-site activity and the addition of new
centers through development and acquisitions.

Despite a decline in revenues, profitability at Concentra's Care
Management services division has expanded significantly following
a restructuring plan that resulted in reduced operating costs and
the termination of unprofitable offices and accounts.  Concentra
has also benefited from tight control of working capital
investments; in particularly, day's sales outstanding in
receivables continue to drop.  As a result, Moody's currently
expects that Concentra will generate approximately $110 to $115
million in operating cash flow and $60 to $70 million in free cash
flow over the next two years.  Adjusting for capitalizing leases
on the balance sheet, Moody's currently projects that the ratio of
free cash flow to debt should be 5% to 6% over the next two years.

Credit risk factors include Concentra's high customer
concentration risk in the group health sub-segment of Network
Services, and the loss of customer accounts due to in-sourcing
trends and increased consolidation in the managed care industry.
In particular, results in the Network Services Division in 2005
are being adversely affected by the loss of a major client.
Recent results have also been negatively affected by increased
competition and adverse regulatory and legislative changes.

In addition, Moody's believes that Concentra's operating risk and
financial risk profile has increased with:

   * the two proposed acquisitions based on the premium paid for
     these companies;

   * the increase in debt to finance the transaction; and

   * potential integration challenges.

Moody's believes that there is more uncertainty and risk
associated with the Beech Street relative to the OH&R acquisitions
for several reasons.  Revenue growth at Beech Street's existing
operations has been sluggish for the past few years.  The success
of the transaction is highly dependent on offering Beech Street's
PPO product to an entirely new segment, group health, and
developing new products and approaches for the insurance industry.

Notwithstanding the higher debt load related to the acquisitions,
Moody's believes that there are several factors mitigating the
company's greater financial and operational risk.  The two
acquisitions will enable Concentra to strengthen its internal
operations at the health care centers and worker's compensation
PPO, and lower overhead costs in these two areas.  Further, margin
improvement of Beech Street and OH&R is possible, through reducing
costs and accelerating revenue growth by leveraging Concentra's
existing base of customers.

The rating outlook is stable, although Concentra's flexibility
within the current rating category to withstand operating risks or
to perform cash-financed acquisitions has been reduced.  At 5-6%
free cash flow to adjusted debt (pro forma for the acquisitions),
these metrics are slim for the B1 rating, and any decline could
lead to a downgrade.  The rating is more susceptible now to any
unexpected operating risks, such as a decline in the economy,
which would negatively impact the Health Services division.  In
the past, Concentra has de-leveraged after acquisitions, and
Moody's expectation that deleveraging will again occur supports
the stable outlook.  The reduction in outstanding debt combined
with continued expansion in cash flow would improve its ratio of
free cash flow to adjusted debt to the 7% to 9% area, which is in
line with the middle to upper-end of its historic range for this
credit metric

Concentra's ratings and rating outlook could face downward
pressure if a meaningful deterioration in operating trends at the
Health Care Services Division or more protracted weakness in the
Network Services Division occurs and results in a significant
reduction in cash flow.  Conversely, the ratings could be upgraded
if the company curtails the magnitude and frequency of debt-
financed acquisitions and expands the ratio of free cash flow to
adjusted debt above 10% for a sustained period of time.

The B1 ratings on Concentra's secured bank facilities reflect
their preferred position in the capital structure, based on
unconditional guarantees by Concentra and by each domestic
subsidiary, and security consisting of a first priority perfected
lien on substantially all tangible and intangible assets.  In
Moody's opinion, collateral coverage in a distress scenario would
not likely be ample enough to support notching the secured bank
rating above the B1 corporate family rating.  Moody's notes that
Concentra has a minimal amount of tangible assets as goodwill and
other intangible assets account for over 50% of total assets; the
company had recorded a $41.8 million charge in 2004 related to the
loss on impairment of goodwill and other long-lived assets.
Moody's further notes that total committed bank facilities account
for approximately 60% of total pro-forma debt.

Beech Street Corporation is a national Preferred Provider
Organization that has contracts with approximately 400,000
physicians, 52,000 ancillary providers and 3,800 acute care
hospitals.  Occupational Health and Rehabilitation, a publicly
traded company, operates 34 health care centers in the Northeast.

Concentra Operating Corporation is the leading provider of fully-
integrated services to the occupational, auto, and group
healthcare markets.  Its service offerings include:

   * employment-related injury and occupational healthcare,
   * case management, and
   * cost containment services.

Revenues were approximately $1.1 billion for the twelve months
ended June 30, 2005.


CONCERTO SOFTWARE: S&P Rates Planned $475M Sr. Sec. Facility at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Westford, Massachusetts-based Concerto Software
Inc.  At the same time, Standard & Poor's assigned its 'B' rating,
with a recovery rating of '2', to Concerto's proposed $475 million
first-lien senior secured bank facility, which will consist of a
$50 million revolving credit facility and $425 million term loan,
both due 2010.

The bank loan rating, which is the same as the corporate credit
rating, along with the recovery rating, reflect S&P's expectation
of substantial (80%-100%) recovery of principal by creditors in
the event of a payment default or bankruptcy.  Proceeds from the
first-lien facilities, along with a $250 million second-lien
facility, approximately $280 million cash on hand, and $200
million of equity, will be used to acquire Aspect Communications
Corp. (B+/Stable/--) and refinance existing debt.  Upon completion
of the transaction, Concerto will be renamed Aspect Software, and
Aspect Communications' corporate credit rating will be withdrawn.
The outlook is stable.

"Our rating on Concerto reflects significant integration risks
arising from a string of acquisitions since 2003, the
competitiveness of the contact center solutions market, the soft
corporate spending environment, and the company's aggressive
financial profile," said Standard & Poor's credit analyst
Patrice Cochelin.  These factors are partly offset by the two
companies' relatively stable revenue bases, and leading positions
in a niche market with relatively high barriers to entry.

Concerto develops, installs, and maintains software-based
solutions for contact centers.  Aspect's strength in "inbound"
software, notably automatic call distributors will complement
Concerto's positions in "outbound" technologies of predictive
dialing.  Aspect also holds solid positions in workforce
management software for call centers.  Pro forma for the Aspect
acquisition, Concerto had total lease-adjusted debt of about
$735 million at June 30, 2005.


COOK'S INC: Inventory & Equipment to be Auctioned on September 14
-----------------------------------------------------------------
Elrod Auction Company, Inc., will auction Cook's, Inc.'s floor
tile and stone inventory, forklifts, pallet racks, trailers, says,
telephones, computers, desks, chairs and other fixtures on
September 14, 2005, at the company's facilities at 7620 Delta
Circle in Austell, Georgia.

Additional information is available from the auctioneer at
http://elrodauction.net/or by contacting elrodauction@aol.com by
e-mail.

Cook's, Inc. (aka Cook's/Turkiz, Inc. and aka Cook's Wholesale
Flooring) filed for chapter 11 protection on May 9, 2005 (Bankr.
N.D. Ga. Case No. 05-68648).  J. Robert Williamson, Esq., at
Scroggins and Williamson, represents the company.  Cook's
estimated assets and liabilities in the range of $1 million to
$10 million in its chapter 11 petition.


CREDIT SUISSE: Credit Enhancement Prompts Fitch's Rating Upgrades
-----------------------------------------------------------------
Fitch Ratings has taken these actions on Credit Suisse First
Boston Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 2001-CP4:

Fitch upgrades these classes:

     --$61.9 million class B to 'AAA' from 'AA';
     --$45.7 million class C to 'AA+' from 'A';
     --$22.1 million class D to 'AA-' from 'A-';
     --$16.2 million class E to 'A' from 'BBB+';
     --$16.2 million class F to 'A-' from 'BBB';
     --$11.8 million class G to 'BBB+' from 'BBB-';
     --$22.1 million class H to 'BBB-' from 'BB+';
     --$19.1 million class J to 'BB+' from 'BB'.

In addition, Fitch affirms the following classes:

     --$48.9 million class A-1 at 'AAA';
     --$86.9 million class A-2 at 'AAA';
     --$110.0 million class A-3 at 'AAA';
     --$611.4 million class A-4 at 'AAA';
     --Interest-only class A-X at 'AAA';
     --Interest-only class A-CP at 'AAA';
     --$10.3 million class K at 'BB-';
     --$8.8 million class L at 'B+';
     --$7.4 million class M at 'B';
     --$5.9 million class N at 'B-'.

Fitch does not rate the $20.1 million class O certificates.

The upgrades reflect increased credit enhancement levels due to
scheduled loan amortization and defeasance.  As of the August 2005
distribution date, the pool's collateral balance has decreased
4.6% to $1.12 billion from $1.18 billion at issuance.  Sixteen
loans (20.3%), including the largest loan (10.42%) in the
portfolio, have fully defeased.

There are four loans (2.83%) currently with the special servicer.
The largest specially serviced loan (1.4%) is secured by two
apartment properties in Dallas, TX.  This loan is crossed with the
second largest specially serviced loan (0.74%) and is also
collateralized by two apartment buildings in Dallas, TX.  The
special servicer is currently assessing its options with respect
to the disposition of both loans.  Based on current appraisal
values, resolution of these properties will result in losses that
may substantially erode the balance of the O class.

Fitch continues to maintain an investment grade credit assessment
on the Parfinco East and West Annex loan (4.6%).  Fitch reviewed
operating statement analysis reports and other performance
information provided by the master servicer.  The Fitch stressed
debt service coverage ratio as of year-end 2004 was 2.01 times (x)
compared to 1.40x at issuance and 1.64x at YE 2003.  The Fitch
stressed DSCR is calculated by taking the average of the Fitch
constant DSCR, to reflect balloon risk, and the Fitch term DSCR,
to reflect term risk.  The occupancy as of YE 2004 was 100%
compared to 92% at issuance and 99% at YE 2003.


DEAN ZANETOS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dean J. Zanetos
        3170 Hollyridge Drive
        Los Angeles, California 90068

Bankruptcy Case No.: 05-30325

Chapter 11 Petition Date: September 7, 2005

Court: Central District of California (Los Angeles)

Judge: Theodor Albert

Debtor's Counsel: Jayne T. Kaplan, Esq.
                  1112 Fair Oaks Avenue
                  South Pasadena, California 91030
                  Tel: (626) 799-1122

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Douglas Richardson            Attorneys' fees           $120,000
146 South Main Street
Orangeburg, CA 92868

Wayne Hagendorf               Judgment for              $113,000
c/o D. Scott Abernethy        attorneys' fees
442 Rumsey Place
Placentia, CA 92870

Loyola Marymount University   Student loan               $66,726
Educational Services
2505 South Finley Road
Lombard, IL 60148

ML Credit Card Services       Credit card purchase       $48,701
P.O. Box 15289
Wilmington, DE 19886-5724

Loyola Marymount University   Student loan               $32,229
2505 South Finley Road
Lombard, IL 60148

Wells Fargo Mastercard        Credit card purchase       $15,000
P.O. Box 54349
Los Angeles, CA 90054


DELPHI: Detailed Talks with UAW & General Motors Start in October
-----------------------------------------------------------------
Ted Evanoff at Indystar reports that Delphi Corp.'s CEO Robert
Miller told the company's employees in Kokomo, Indiana, during his
plant visit on Wednesday, that detailed concession negotiations
with General Motors Corp. and the United Auto Workers union will
start in October.

GM and the UAW have had conceptual discussions to bail-out ailing
Delphi.

Delphi's Kokomo plant houses its electronics division and employs
5,500 people, the Indystar relates.

As previously reported, Delphi Chairman Steve Miller -- Federal-
Mogul's former non-executive chairman and a turnaround pro who
came to Delphi from Bethlehem Steel -- demanded wage cuts of at
least $5 an hour, other benefit reductions and work rule changes
from the UAW.  Those concession total around $2.5 billion
in savings for the Company.  The Company also asked for the
freedom to close plants and to divest or shut down money-losing
business units, in the shortest time possible.

Delphi is a 1999 spin-off from General Motors.  While General
Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.
Analysts said in reports that should Delphi file for bankruptcy,
GM will be paying up to $9 billion in costs.

Delphi Corp. -- http://www.delphi.com/-- is the world's
largest automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.  Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil.  Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

At June 30, 2005, Delphi Corporation's balance sheet showed
a $4.56 billion stockholders' deficit, compared to a
$3.54 billion deficit at Dec. 31, 2004.

Delphi is rated by the three major rating agencies:

                           Senior      Senior       Preferred
                           Secured     Unsecured    Stock
     Rating Agency         Rating      Rating       Rating
     -------------         --------    ---------    ---------
     Standard & Poor's       B-          CCC-         CC
     Moody's                 B3          Ca           C
     Fitch Ratings           B           CCC          CCC-

As a result of recent downgrades, Delphi's facility fee and
borrowing costs under its credit facilities increased.


DELTA AIR: Skywest Completes $425M Purchase of Airline Subsidiary
-----------------------------------------------------------------
SkyWest, Inc. (Nasdaq: SKYW) completed the purchase of Atlantic
Southeast Airlines, Inc., Delta Air Lines, Inc.'s wholly owned
regional airline subsidiary, for a purchase price of $425 million.
As a result of the transaction, ASA is now a wholly owned
subsidiary of SkyWest.

Together with SkyWest Airlines, Inc., SkyWest's existing wholly
owned subsidiary, the two carriers will create the largest
regional airline carrier network in the domestic United States.
The purchase transaction also resulted in the amendment and
extension of existing Delta Connection operating agreements under
which SkyWest Airlines and ASA obtained the rights to continue
flying as Delta Connection carriers through 2020.

"The acquisition of ASA enhances our strategic position and
accomplishes several key corporate objectives," said Bradford R.
Rich, SkyWest Executive Vice President, Chief Financial Officer
and Treasurer.  "We are pleased that the deal has been
consummated, but remain focused on the importance of serving our
customers and providing a productive work environment for our
employees," he continued.

SkyWest paid $350 million in cash at closing, consisting of
$330 million of the purchase price and $20 million relating to
certain aircraft financing deposits Delta had previously paid.
An additional $125 million representing $95 million of the
purchase price and $30 million relating to the return of certain
aircraft financing deposits is payable to Delta, pursuant to the
terms of an escrow agreement, upon the earlier of the assumption
by Delta of the ASA and SkyWest Airlines Delta Connection
Agreements should Delta file for reorganization under Chapter 11,
or four years after closing of the transaction.  SkyWest would be
entitled to retain the escrow deposit if Delta files for
reorganization under Chapter 11 and rejects its Delta Connection
agreement with ASA or SkyWest Airlines prior to the fourth
anniversary of the closing of this transaction.

                     Separate Operations

For the foreseeable future, SkyWest intends to operate SkyWest
Airlines and ASA as wholly owned subsidiaries, with separate labor
groups and FAA operating certificates.

For the first year following the closing of the transaction, Delta
has agreed to continue to provide to ASA certain transitional
administrative and information technology services.  SkyWest
expects those functions will be transitioned to SkyWest personnel
over the course of the coming year.  As part of its planned
transition, SkyWest intends to launch an intense "best practices"
initiative to identify and capitalize on the strengths of each of
SkyWest Airlines and ASA and to realize potential efficiencies.

                         Customers

SkyWest does not currently intend to make any significant changes
to the operating schedules or aircraft deployment of either
SkyWest Airlines or ASA.  Customers of both carriers can continue
to expect to receive the superior high-quality service to which
they have become accustomed.  Combined, SkyWest Airlines and ASA
will have primary hubs in Atlanta, Cincinnati, Chicago, Los
Angeles, San Francisco, Salt Lake City, Denver, Portland, and
Seattle/Tacoma.

            ASA and SWA Delta Connection Agreements

The new Delta Connection agreements provide for each of SkyWest
Airlines and ASA to continue flying as Delta Connection Carriers
for terms of 15 years.  These agreements will continue to be
capacity purchase arrangements with both carriers being
compensated in a manner substantially similar to their prior
agreements.

Based in Atlanta, Atlantic Southeast Airlines, Inc. --
http://www.flyasa.com/-- is a leading member of the Delta
Connection program, operating more than 900 flights each day to
126 airports in 38 states, the District of Columbia, Canada,
Mexico and the Caribbean.  The airline operates a fleet of 151
aircraft and employs nearly 6,000 aviation professionals across
its route system.  Founded in 1979, ASA has operated as a Delta
Connection carrier since 1984.

Delta acquired a 20 percent ownership stake in ASA in 1984, and
purchased the remaining stake in 1999.

Headquartered in St. George, Utah, SkyWest, Inc. --
http://www.skywest.com/-- is the parent company of SkyWest
Airlines, which operates as an independently owned partner carrier
to Delta and United Airlines.

SkyWest has been a Delta Connection carrier since 1987.  SkyWest
currently serves 59 Delta Connection locations with approximately
480 daily departures, primarily from Delta's hub in Salt Lake
City, Utah.  SkyWest's Delta Connection fleet currently consists
of 56 50-seat Canadair Regional Jets and 13 30- seat Embraer EMB-
120 turboprops.

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a
global airline alliance that provides customers with extensive
worldwide destinations, flights and services.


DELTA AIR: Cutting Cincinnati Operations by 26% & Selling 11 Jets
-----------------------------------------------------------------
Delta Air Lines disclosed in a regulatory filing that it's cutting
operations in Cincinnati by 26%, reducing its workforce by 1,000,
adding some international flights, and selling 11 old jets.

The airline company says the changes will accelerate the pace of
its transformation through its winter schedule that realign
service at domestic hubs to be more efficient, shift capacity from
domestic routes to meet growing international demand, and reduce
fleet complexity by accelerating plans to retire inefficient
aircraft.

"Today, we are announcing the latest in a series of integrated
improvements to further strengthen our network by continuing to
right-size our hubs, increase international flying and simplify
our fleet - all key components of our transformation plan," said
Jim Whitehurst, Chief Operating Officer.  "Together with earlier,
major initiatives such as de-hubbing Dallas/Fort Worth,
introducing SimpliFares(TM) and expanding point-to-point flying,
these changes complement the service customers have come to expect
from the world's second-largest airline in terms of passengers
carried, while stepping up the pace of our customer-focused
transformation."

                     Realigning Domestic Hubs

Effective Dec. 1, Delta will right-size operations at its
second-largest hub at Cincinnati-Northern Kentucky International
Airport to better match service to local passenger demand and
optimize the balance of local and connecting traffic.  With the
changes, Delta will reduce mainline and Delta Connection carrier
capacity by 26%, while boosting the percentage of local traffic
from 36% to nearly 50% - well in line with other Delta and
competitor hubs.

Additionally, Delta will replace service in nine markets currently
served non-stop from Cincinnati by Delta Connection carriers ASA
and Comair with connecting service through the Atlanta hub.

"In keeping with our customer-focused commitment, these scheduling
improvements will have virtually no effect on the services the
traveling public has come to expect from us as the No. 1 airline
in the Cincinnati market.  By consolidating flights into fewer
flight banks and reducing flights in off-peak hours, we will
increase customer choice during preferred travel times."
Whitehurst said. "Importantly, as an international gateway, the
Cincinnati area also will retain the international service its
customers enjoy to eight non-stop destinations in Canada, Mexico,
Europe and the Caribbean, and its status as one of the country's
top 10 airline hubs."

Additionally, from the Atlanta and Salt Lake City hubs, Delta is
expanding service to regional business destinations with new non-
stop flights to 20 destinations, including between Salt Lake City
and Columbus, Ohio, and between Atlanta and Bloomington and
Moline, Ill.

And for leisure customers, Delta will add more flights to Hawaii
with the first non-stop service between Atlanta and Maui,
complementing existing non-stop flights to Honolulu and planned
one-stop service to Kona via Salt Lake City (effective Dec. 1).
The new Atlanta-Maui route begins Dec. 16 and brings to 11 the
number of daily Delta round-trip departures between the U.S.
mainland and Hawaii.

                     Increasing Service to
                   International Destinations

With the fall and winter schedule, customers throughout Delta's
global network will enjoy new or expanded service to 41
international destinations.  New destinations served from Atlanta
will include:

     Destination                Service Date
     -----------                ------------
     Managua, Nicaragua         Dec. 15, 2005
     Puerto Vallarta, Mexico    Dec. 15, 2005
     Antigua                    Dec. 18, 2005
     San Pedro Sula, Honduras   March 1, 2006
     Roatan, Honduras           March 4, 2006
     Dusseldorf, Germany        April 3, 2006

On Dec. 1, Delta also will increase by two the number of daily
flights between Atlanta and Cancun, Mexico, and expand to daily
existing weekend-only service between Cincinnati and Montego Bay,
Jamaica. Service to Latin America markets is subject to
appropriate government operating approvals.

Delta's upcoming international expansion adds to the 21 new
international routes introduced or announced since Jan. 1, 2005,
including New York (JFK) to Chennai, India (via Paris); New York
(JFK) to Berlin, Germany; Atlanta to Moscow; New York (JFK) and
Atlanta to Santo Domingo, Dominican Republic; Atlanta to Barbados;
and Salt Lake City to Puerto Vallarta, Mexico.

These schedule enhancements maintain Delta's position as the
leading U.S. carrier across the Atlantic and the No. 3 carrier to
Latin America and the Caribbean.

                  Increasing Efficiencies through
                      Fleet Simplification

Part of Delta's ongoing transformation calls for the
simplification of its fleet by up to four types in approximately
four years to reduce fleet complexity, increase fuel efficiency
and reduce capacity on routes where Delta offers more seats than
necessary to meet customer demand.

Beginning this month, Delta will accelerate the removal from
service of its Boeing 767-200 aircraft type - the least efficient
wide-body aircraft in its fleet.  These aircraft are scheduled to
be removed from service by Dec. 1 2005, with the majority to be
sold to ABX Air, Inc., through a transaction announced
separately today.

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a
global airline alliance that provides customers with extensive
worldwide destinations, flights and services.


DOBSON COMMUNICATIONS: Prices $300-Mil Private Debt Offerings
-------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) priced its private
offerings of $150 million principal amount of Senior Floating Rate
Notes due 2012 and $150 million principal amount of Senior
Convertible Debentures due 2025.  In addition, the Company may
issue up to an additional $30 million principal amount of Senior
Convertible Debentures upon exercise of an option granted to the
initial purchasers.

The Senior Floating Rate Notes will bear interest at a rate equal
to three-month LIBOR plus 4.25% and mature in 2012.  The Company
will have the right to redeem the Senior Floating Rate Notes any
time on or after October 15, 2007, initially at a redemption price
equal to 102% of the principal amount being redeemed, plus accrued
interest.

The Senior Convertible Debentures will bear interest at a rate of
1.5% per annum and mature in 2025.  If certain conditions are
satisfied, the Senior Convertible Debentures will be convertible
into shares of the Company's Class A common stock at an initial
conversion rate of 97.0685 per $1,000 principal amount of Senior
Convertible Debentures (equivalent to an initial conversion price
of approximately $10.30 per share), which represents a premium of
27.5% to the last reported sale price of the Class A common stock
on the Nasdaq Stock Market on September 7, 2005 of $8.08 per
share.

The Senior Convertible Debentures will be convertible if, among
other things:

    (1) there is a change in control of the Company or other
        fundamental change, including the dissolution of the
        Company or the delisting of the Company's Class A common
        stock;

    (2) the closing price of the Class A common stock for 20
        trading days in any quarter is more than 125% of the then-
        current conversion price of the Senior Convertible
        Debentures; or

    (3) during any five-trading-day period the trading price of
        the Senior Convertible Debentures is less than 98% of the
        closing price of the Class A common stock during such
        five-day period multiplied by the then-current conversion
        rate of the Senior Convertible Debentures.

Upon conversion, the Company has the right to deliver cash, shares
of Class A common stock or a combination of cash and shares of
Class A common stock.  The conversion rate is subject to
adjustment under certain circumstances.

The Company will have the right to redeem the Senior Convertible
Debentures at any time on or after October 1, 2010 at a redemption
price equal to 100% of the principal amount being redeemed, plus
accrued interest.  In addition, holders of the Senior Convertible
Debentures will have the right to require the Company to
repurchase all or part of the Senior Convertible Debentures on
October 1, 2010, October 1, 2015 and October 1, 2020 or if there
is a change of control or other fundamental change, in each case
at a repurchase price equal to 100% of the principal amount being
redeemed, plus accrued interest.

The Company intends to use the net proceeds from the offerings,
along with cash on hand, to redeem the entire $299 million
outstanding aggregate principal amount of its 10.875% Senior Notes
due 2010, including accrued interest and the applicable redemption
premium.

The offerings of the Senior Floating Rate Notes and Senior
Convertible Debentures are not conditioned on each other and are
expected to close on September 13, 2005, subject to customary
closing conditions.

The Senior Floating Rate Notes will be offered only to qualified
institutional buyers under Rule 144A and to persons outside the
United States under Regulation S, and the Senior Convertible
Debentures will be offered only to qualified institutional buyers
under Rule 144A.  The notes and debentures (including any shares
of common stock issuable upon conversion thereof) have not been
registered under the Securities Act of 1933 or under any state
securities laws and, unless so registered, may not be offered or
sold in the United States or to U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

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

                         *     *     *

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

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


DOBSON COMMS: S&P Junks Planned $150M Sr. Unsec. Convertible Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Oklahoma City, Oklahoma-based Dobson Communications Corp.'s
proposed offering of $150 million senior unsecured convertible
notes due in 2025, and $150 million of senior unsecured floating
rate notes maturing in 2012.  These issues are being sold under
Rule 144A with registrations rights.

Proceeds from the two issues will be used to redeem approximately
$299 million of the company's 10.875% senior notes.  S&P's 'B-'
corporate credit rating on Dobson Communications Corp. also is
affirmed; the outlook is negative.  Pro forma for the proposed
debt refinancing and a preferred stock exchange completed in
August, total debt and preferred stock will be approximately
$2.9 billion when adjusted for operating leases.  Dobson, a rural
and suburban wireless provider, has approximately 1.6 million
subscribers located in 16 states.

"The ratings on Dobson reflect elevated financial risk from the
company's high debt leverage and negative discretionary cash flow,
subscriber losses caused by increased churn over the last year,
uncertainty regarding the impact of the new roaming agreement with
Cingular Wireless LLC, and increased competition from large, well
capitalized competitors," said Standard & Poor's credit analyst
Susan Madison.  These risks are tempered by healthy wireless
industry growth, opportunities for increased data revenue,
adequate liquidity and geographic diversity.

Although the company has made progress in reducing post-paid
customer losses, its subscriber base declined by approximately
18,000 subscribers over the past year.  Post-paid churn increased
approximately 50 basis points to 2.3% in the second quarter of
2005 compared with the prior year, because of network transition
issues and the impact of wireless number portability.

In response, the company heavily has invested in its network,
adding additional global system for mobile communications cell
sites to improve network performance and reliability, and has
increased advertising and marketing expenditures.  Higher gross
additions in the second quarter of 2005 compared with one year ago
and strengthening average revenue per user suggest the company is
stabilizing its business, but it is unclear that new initiatives
will yield sustainable operating improvements.


DONALD L. MATTIA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Donald L. Mattia Inc
        dba Chapel Homes
        P.O. Box 99
        Deale, Maryland 20751

Bankruptcy Case No.: 05-30106

Chapter 11 Petition Date: September 7, 2005

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Marc L. Jordan, Esq.
                  7370 Grace Drive, Suite 101
                  Columbia, Maryland 21044-2470
                  Tel: (443) 535-0040
                  Fax: (443) 535-0940

Total Assets: $11,115

Total Debts:  $3,591,162

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Taxes                     $137,614
Insolvency Unit
31 Hopkins Plaza
Baltimore, MD 21201

Nora Martin                   Loans                     $131,043
131 Bangor Lane
Milton, DE 19968

JEM Lumber & Building         Miscellaneous             $123,797
Supply Inc.                   goods and services
P.O. Box 160
Bridgeville, DE 19933

Steve Canady                  Loan                      $110,000

Beverly Cashdollar            Loan                       $95,077

Sherwin Williams              Miscellaneous              $95,000
                              goods and services

REICO Distributors            Miscellaneous              $86,988
                              goods and services

RealProp Investors LLC        Promissory note            $72,448

Rodrigo & Patricia Chacon     Loan                       $62,000

RealProp Investors LLC        Loan                       $60,500

Bernard McCaffrey             Loan                       $59,500

Irving Stedman and            Loan                       $50,000
Bruce Savage

Michael & Christina Ferris    Loan                       $50,000

Robert & Priscilla Pierce     Loan                       $50,000

Eric James Electric           Miscellaneous              $47,705
                              goods and services

Nicholas Spalaris             Loan                       $47,115

Chesapeake Engineered Wood    Miscellaneous              $47,036
                              goods and services

Lloyd Saunders Roofing Corp.  Miscellaneous              $39,630
                              goods and services

Barbara Marshall              Loan                       $36,000

Catts Plumbing Repair Inc.    Miscellaneous              $31,582
                              goods and services


DRUGMAX INC: Receives Default Waiver from General Electric Capital
------------------------------------------------------------------
DrugMax, Inc. received from General Electric Capital Corporation
an executed letter of agreement on Aug. 31, 2005, amending the
Company's credit agreement with GECC.

Pursuant to the amendment, GECC:

    (a) waived its right to collect default interest for all
        periods prior to the date of the Amendment, but otherwise
        reserved all of its rights and remedies resulting from
        DrugMax's default under the Credit Facility;

    (b) increased the applicable interest margins under the Credit
        Facility by an average of 1.0% per annum; and

    (c) imposed an additional 1% per annum "PIK" interest, which
        began to accrue as of August 2005.

The Amendment further provides that the PIK interest is due and
payable upon the termination of the Credit Facility, but will be
waived if the facility is terminated or otherwise repaid prior to
October 31, 2005.

The Company's Second Amended and Restated Credit Agreement with
GECC requires monthly compliance with certain restrictive
covenants.  DrugMax has been in violation of certain of these
covenants since January 1, 2005 and is currently in default under
the Credit Facility.  DrugMax is currently exploring alternative
financing (both equity and debt) and, although there can be no
assurances, expects to refinance the Credit Facility with a major
lender other than the current lender during the third quarter of
2005.

                     Senior Credit Facility

On Dec. 9, 2004, the Company entered into a Second Amended and
Restated Credit Agreement with General Electric Capital
Corporation, which increased the facility from $31 million to $65
million.  The $65 million of maximum availability was reduced by
$5.5 million of permanent availability, until the March 2005
Amendment, which increased the permanent availability reduction to
$7.5 million.  The Senior Credit Facility will mature on Dec. 9,
2007.  The Senior Credit Facility includes a prepayment penalty
of:

    (1) $1,300,000 if paid in full before December 9, 2005,

    (2) $975,000 if paid in full after December 9, 2005 but before
        December 9, 2006, and

    (3) $650,000 if paid after December 9, 2006.

The Senior Credit Facility is secured by substantially all assets
of the Company.  As of April 2, 2005, $48 million was outstanding
under the Senior Credit Facility and $1 million was available for
additional borrowings.

DrugMax, Inc., is a specialty pharmacy and drug distribution
provider formed by the merger on November 12, 2004 of DrugMax,
Inc. and Familymeds Group, Inc.  The Company works closely with
doctors, patients, managed care providers, medical centers and
employers to improve patient outcomes while delivering low cost
and effective healthcare solutions.  It is focused on building an
integrated specialty drug distribution platform through its drug
distribution operations and its specialty pharmacy operations.  As
of April 2, 2005, DrugMax operated two drug distribution
facilities, under the Valley Drug Company and Valley Drug South
names, and 77 specialty pharmacies in 13 states under the Arrow
Pharmacy & Nutrition Center and Familymeds Pharmacy brand names.
Its platform is designed to provide services for the treatment of
acute and complex health diseases including chronic medical
conditions such as cancer, diabetes and pain management.

                       Going Concern Doubt

In its Form 10-K filing, Deloitte & Touche LLP, the Company's
independent registered certified public accounting firm, issued an
unqualified audit report with an explanatory paragraph raising
doubt about the Company's ability to continue as a going concern.


E.SPIRE COMMS: Court Approves $1MM Administrative Claim Carve-Out
-----------------------------------------------------------------
The Honorable Walter Shapero of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement and compromise
agreement between Gary F. Seitz, Esq., chapter 11 Trustee for
e.Spire Communications, Inc., and its debtor-affiliates, and a
group of bank lenders.  The agreement carves out a portion of the
Bank Group's collateral for distribution to holders of
administrative claims in the Debtors' cases.

The Bank Group, a syndicate of lenders composed of Foothill Income
Trust, LP, Ableco, The CIT Group/Business Credit, Inc., and George
F. Schmitt, committed to provide up to $85 million in DIP
financing to the Debtors.  The Bank Group's postpetition loan is
secured by a first priority lien on all of the Debtors' assets.

When the Debtors sold substantially all of their assets to
Xspedius Management Co. LLC, on April 17, 2002, they no longer had
any money to pay any postpetition obligations.  To facilitate the
sale and allow the Trustee to wind-down the Debtors' operations,
the Bank Group agreed to fund administrative expenses incurred
after April 19, 2002.  Administrative expenses from the petition
date until April 18, 2002, estimated at $14 million, are unfunded
and must be paid out of assets not subject to secured creditors'
liens.

Since there are no assets left for liquidation to pay the unfunded
administrative claims, the Trustee negotiated an exit strategy
with the Bank Group -- as embodied in a settlement and compromise
agreement.  A carve-out of not less than $250,000 and not more
than $1 million will cover administrative claim payments from the
petition date through April 18, 2002.

The Trustee tells the Court that the administrative creditors will
receive nothing without the Bank Group carve-out.  The Trustee
estimates that holders of administrative claims incurred prior to
April 19 will be paid something less than 7% of their claims.

The Court set Sept. 15, 2005, as the administrative claims bar
date.

A copy of the settlement and compromise agreement is available for
a fee at http://ResearchArchives.com/t/s?16a

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

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


ENER1 INC: Plans to Spin Off Three Subsidiaries to Stockholders
---------------------------------------------------------------
Ener1, Inc.'s (OTCBB:ENEI) board of directors has authorized a
plan to spin-off the common stock of its three primary alternative
energy subsidiaries to the Ener1 stockholders.  The Ener1 board
believes that each of EnerDel, NanoEner and EnerFuel has made
significant progress in developing their technologies and business
strategies such that each of these companies could successfully
achieve its business plan as a stand-alone company.  The Company's
board has instructed senior management to implement the proposed
plan to spin-off Ener1's interest in each of EnerDel, NanoEner and
EnerFuel.

Any spin-off of these Ener1 subsidiaries will be subject to the
receipt of applicable regulatory and third party approvals and
adequate financing, which Ener1 may seek in the public or private
equity or debt markets.  If the Company is able to satisfy these
conditions, it anticipates that the board would declare a dividend
to distribute the stock of its three operating subsidiaries within
the next six months.  As a result of this distribution by Ener1 to
its shareholders, EnerDel, NanoEner and EnerFuel would each become
a public reporting company under federal securities laws.  In this
regard, the Company will adjust the capitalizations and the number
of outstanding shares of each spun off company so that each will
have the ability to more easily qualify for listing at
appropriate exchanges.

CEO Kevin Fitzgerald said, "Our three operations - EnerDel,
NanoEner and EnerFuel - are alike in that they all concentrate on
renewable power sources and related technologies.  But they need
to go in different directions now.  They need to have access to
capital and to be able to find strategic partners who can maximize
the potential of their technologies.  We believe the best way to
accomplish this is to spin off the three 'pure plays' to the
existing shareholders, subject to ensuring that each company is
adequately capitalized.  We believe all three companies will have
excellent management teams, comprised in part by Ener1 executives,
who will stand them in good stead."

EnerDel Inc., Ener1's lithium battery business, has a new team of
lithium specialists who are developing an advanced, high-rate
battery primarily for the hybrid electric vehicle (HEV) market.
EnerDel is working with EnerStruct, a joint venture formed by
Ener1 and ITOCHU Corporation, to consolidate its lithium battery
production facilities in Ft. Lauderdale and implement a new,
automated manufacturing process developed by EnerStruct. EnerDel
believes this new mobile, module type process will make its
battery production operations more cost-competitive, as well as
locate them closer to HEV manufacturers and other potential
EnerDel customers with US production operations.


NanoEner Inc. has developed a proprietary technology for the
production of nanostructured thin-film coatings for use in battery
electrodes.  NanoEner plans to expand its unique platform
technology into other markets for nanomaterials, including thin-
film photovoltaic solar cells, fuel cell components, super
capacitors and thin-film sensors.  NanoEner has built and is
operating four prototype machines that produce samples of battery
electrodes that demonstrate the capabilities of NanoEner's
technologies.

EnerFuel Inc. is positioned to address the needs of the fuel cell
market in the near future.  It has developed unique test fixtures
and components that it is marketing to other fuel cell
manufacturers.  EnerFuel has won an innovative partnership with
the State of Florida to develop a direct methanol fuel cell to
power a rest area along a Florida highway and act as a test bed
and demonstration platform for EnerFuel's renewable energy
technologies.  EnerFuel's long-term plans also include developing
its proton exchange membrane fuel cell control system to provide
high reliability, long lifetime and safety of fuel cell-based
power sources.

"We are confident that these subsidiaries are ready to become
independent companies," said Mr. Fitzgerald. "We believe that the
shareholders of Ener1 would benefit through ownership of stock in
three companies each pursuing different market opportunities in
the alternative energy industry."

In addition to receiving shares in the three companies, Ener1
shareholders would retain ownership of their Ener1 common stock,
which would seek new investments in technology following the
proposed spin-off.

Mr. Fitzgerald commented further "Our first priority is to secure
sufficient financing for the proposed transaction, and we intend
to act expeditiously to accomplish this.  We believe that the
technologies and intellectual property of EnerDel, NanoEner and
EnerFuel make them compelling investment opportunities."

Ener1, Inc. (EBB: ENEI) -- http://www.ener1.com/-- is an energy
technology company.  The company's interests include:

   * 80.5% of EnerDel -- http://www.enerdel.com/-- a lithium
     battery company in which Delphi Corp. owns 19.5%;

   * 49% of Enerstruct, a Japanese lithium battery technology
     company in which Ener1's strategic investor ITOCHU owns 51%;
     wholly owned subsidiary EnerFuel, a fuel cell testing and
     component company -- http://www.enerfuel.com/; and

   * wholly owned subsidiary NanoEner -- http://www.nanoener.com/
     --  which develops nanotechnology-based materials and
     manufacturing processes for batteries and other applications.

At June 30, 2005, the Company's balance sheet shows $17,690,000 in
total assets and a $13,733,000 stockholders deficit.


ENRON CORP: Bankruptcy Court Okays American Express Settlement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Enron Corp. and American
Express Bank Ltd.

The salient terms of the settlement are:

    (1) AMEX and ECPC will file in the Canadian Litigation an
        order providing that the Clerk of the Canadian Court will
        immediately pay CN$3,655,000 from the Registry Funds to
        AMEX.  AMEX and ECPC will then pay the balance of the
        Registry Funds, including all interest, to ECPC.
        Thereafter, the Canadian Litigation will be wholly
        dismissed with prejudice, with each party to bear its own
        costs;

    (2) AMEX and Enron will execute and file a stipulation and
        order in the Adversary Proceeding dismissing the Original
        AMEX Claim, the Settlement Order, and the Amended AMEX
        Claim with prejudice, and will execute and file a notice
        of withdrawal of the Original Amex Claim.  AMEX and ECC
        will execute and file in the Enron Chapter 11 Case a
        stipulation, which will:

           (i) vacate the Settlement Order in its entirety with
               respect to the Amended AMEX Claim;

          (ii) bifurcate the Amended AMEX Claim into two separate
               claims, the first of which will consist of the ECPC
               Standby L/C Claim, and second of which will consist
               of the ENA Standby L/C Claim;

         (iii) allow and assign the ECPC Standby L/C Claim to ECC;
               and

          (iv) provide that AMEX will remain the holder of the ENA
               Standby L/C Claim, which claim will be allowed.

    (3) The Parties will release each other from all claims and
        obligations in connection with the disputes.

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

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


ENTRAVISION COMMS: Prices Tender Offer for 8.125% Sr. Sub. Notes
----------------------------------------------------------------
Entravision Communications Corporation (NYSE: EVC) has determined
the tender offer yield for the tender offer for any and all of its
$225,000,000 aggregate principal amount of 8.125% Senior
Subordinated Notes due 2009 and related consent solicitation.

The tender offer yield for Notes tendered and accepted will be
4.189%, which was determined as of 2:00 p.m., New York City time,
on Sept. 7, 2005, by reference to a fixed spread of 0.50% over the
yield to maturity based on the bid side price of the 1.50% U.S.
Treasury Note due March 31, 2006.

The right to withdraw tenders of Notes expired at 5:00 p.m., New
York City time, on Aug. 22, 2005.  As previously announced on
August 22, 2005, Entravision received tenders and consents from
holders of 100% of its Notes prior to the Consent Time. Assuming a
settlement date of Sept. 26, 2005, consideration for such notes
will be $1,057.92 per $1,000 principal amount of Notes, which
includes a consent payment of $20.00 per $1,000 principal amount
of Notes.

Payments in consideration for tendered Notes will be made promptly
after the expiration of the tender offer and consent solicitation,
which is scheduled to occur on or around Sept. 21, 2005, unless
the tender offer and consent solicitation is extended or earlier
terminated.

The tender offer and consent solicitation are being made upon the
terms, and subject to the conditions, set forth in the Offer to
Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal, each dated Aug. 9, 2005.  The
obligation of Entravision to accept for purchase and pay for the
Notes in the tender offer is conditioned on, among other things,
the completion by Entravision of a new financing arrangement.

Entravision has retained Goldman, Sachs & Co. and Citigroup Global
Markets Inc. to serve as the joint dealer managers and
solicitation agents for the tender offer and the consent
solicitation.  Questions regarding the tender offer and the
consent solicitation may be directed to Goldman, Sachs & Co. at
(800) 828-3182 or (212) 357-7867, or Citigroup Global Markets Inc.
at (800) 558-3745 or (212) 723-6106.  Requests for documents in
connection with the tender offer and the consent solicitation may
be directed to Bondholder Communications Group, the information
and tender agent, at (212) 809-2663.

Entravision Communications Corporation is a diversified Spanish-
language media company utilizing a combination of television,
radio and outdoor operations to reach approximately 75% of
Hispanic consumers across the United States, as well as the border
markets of Mexico.  Entravision is the largest affiliate group of
both the top-ranked Univision television network and Univision's
TeleFutura network, with television stations in 20 of the nation's
top 50 Hispanic markets in the United States.  Entravision owns
and operates one of the nation's largest groups of primarily
Spanish-language radio stations, consisting of 54 owned and
operated radio stations in 21 U.S. markets.  Entravision's outdoor
advertising operations consist of approximately 11,100 advertising
faces located primarily in Los Angeles and New York.  Entravision
shares of Class A Common Stock are traded on The New York Stock
Exchange under the symbol: EVC.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '3' to Entravision Communications Corp.'s
proposed $650 million senior secured credit facility.

"The ratings indicate expectations for a meaningful (50%-80%)
recovery of principal in the event of a payment default," said
Standard & Poor's credit analyst Alyse Michaelson Kelly.

Borrowings under the proposed credit agreement will be used to
refinance Entravision's existing bank borrowings and subordinated
notes.


ENTRAVISION COMMS: Moody's Rates Planned $650MM Facilities at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Entravision
Communications Corporation's proposed senior secured bank credit
facilities totaling $650 million ($150 million revolving credit
facility, $500 million term loan).  In addition, Moody's upgraded
the corporate family rating to Ba3 from B1.  The proceeds from the
new facilities will be used to:

   * refinance outstandings under the existing senior secured
     credit facilities;

   * tender for the company's 8.125% senior subordinated notes
     due 2009; and

   * fund general corporate purposes.

The ratings assignment and upgrade continue to reflect:

   * the company's strong operating performance;

   * the robust growth prospects of Spanish-language media;

   * Moody's belief that the company's aggressive acquisition
     strategy has slowed given the lack of opportunities deemed
     attractive by management; and

   * the likelihood of further deleveraging due to continued
     organic growth in cash flow.

Moody's took these rating actions:

   1) assigned a Ba3 rating to $150 million senior secured
      revolving credit facility due 2012;

   2) assigned a Ba3 rating to $500 million senior secured term
      loan due 2013; and

   3) upgraded the corporate family rating to Ba3 from B1.

Moody's withdrew the B1 ratings on the company's existing senior
secured credit facilities.  Additionally, Moody's will withdraw
the B3 rating on the $225 million of 8.125% senior subordinated
notes due 2009 upon completion of the redemption.

The rating outlook is stable.

The ratings are supported by:

   * Entravision's continued organic cash flow growth and the
     subsequent improvements in its financial profile;

   * the substantial underlying asset value of the company's
     station portfolio; and I

   * its experienced management team.

The company's television stations operate in the 12 densest and
fastest growing Hispanic markets in the country.  Notably,
Entravision is the largest affiliate of Univision and TeleFutura,
which is the dominant Spanish-language television programmer in
the U.S which garners an 80% Spanish-language broadcast television
prime time household share.  Further, the company's radio stations
reach over 50% of Hispanics, the fastest growing demographic in
the United States.  The fundamentally favorable economic and
demographic trends within the Spanish-language market and the
increase in advertising that targets this base continue to provide
Entravision with growth.  In addition, the company enjoys the
benefits of the geographic diversity of its station portfolio.

The ratings remain constrained by the company's still high
financial leverage, the broader risks associated with the
company's business strategy, which entails the reformatting of all
stations upon acquisition and the high proportion of developing
stations in the company's portfolio.  Additionally, Moody's
recognizes Entravision's dependence on Univision and corresponding
lack of television network diversification.

The stable outlook incorporates the prospects for meaningful cash
flow growth through further operating improvements at
developmental stage stations.  It is our expectation that the
company will continue to pursue small acquisitions to bolster
existing station clusters and maintain leverage of about 5.0 times
going forward.  If the company reverts to its former aggressive
debt-financed acquisition strategy, negative ratings momentum
could occur.  Moody's would expect material cash flow growth
before any additional positive rating momentum would be
considered.

As of June 30, 2005, Entravision's leverage is high with Total
Debt/EBITDA of 6.0 times pro forma for the refinancing, and cash
flow coverage is thin with EBITDA/Interest of 2.5 times.

The Ba3 rating for the bank credit facilities reflects the senior-
most position of this class of debt.  The facilities are secured
by all of the stock and assets of the borrower and its
subsidiaries and benefit from subsidiary guarantees.  The
proportion of bank debt in the capital structure warrants setting
the bank loan rating on par with the corporate family rating.
While the refinancing eliminates the cushion provided by the
senior subordinated notes to the lenders of the bank credit
facilities, Moody's believes this is offset by the strengthening
credit profile of the company.

Entravision Communications Corporation is a diversified Spanish-
language media company with:

   * television,
   * radio,
   * outdoor, and
   * publishing operations.

Entravision is the largest affiliate of the Univision television
network with 47 stations in 23 markets.


FALCON PRODUCTS: Can Sell 87.4% Stake in Czech Falcon Mimon Unit
----------------------------------------------------------------
As previously reported, Falcon Products, Inc., asked the U.S.
Bankruptcy Court for the Eastern District of Missouri, Eastern
Division, for permission to sell its 87.4% interest in Falcon
Mimon, a.s. Czech Republic.

Falcon is comprised of nine domestic debtor corporations and five
active foreign subsidiaries in China, Hong Kong, Mexico, the Czech
Republic and Denmark.  Falcon wholly owns all foreign affiliates
except for Mimon.  These foreign subsidiaries manufacture
furniture for their local customers and also have exported
unassembled furniture to the Debtors' factories located in the
United States.

Mimon's unaudited balance sheet as of June 2005 shows total assets
of $9.4 million and $3.3 million in total debts.  The company's
assets include:

   -- $3.5 million of inventory;
   -- a $100,000, third-party receivables; and
   -- property, plant and equipment valued at $5.6 million.

Mimon's liabilities include:

   -- $1.4 million of trade payables and accrued expenses; and

   -- a $1.9 million loan from the Ceskoslovenska Obchodni
      Banka, a.s.

The bank loan, due in March 2006, is secured by a lien on all of
Mimon's assets except for its equipment.  Falcon provided an
unsecured guarantee to the Czech bank.

The Debtors have stopped purchasing goods from Mimon as part of
their cost-cutting initiatives contemplated in their Plan of
Reorganization.  After Falcon made known its intention to cease
purchasing chair frames from Mimon, the Bank threatened to seize
the company's assets.  Falcon wired $166,000 to Mimon in June
2005.  The Czech bank seized those funds, creating a liquidity
crisis at the factory.   The Bank made it clear that an orderly
wind-down of Mimon is out of the question.  Either the Debtors
find an acceptable buyer for the factory or the Bank will seize
all of its assets.

BEKY a.s., a Slovak company supplying wood to Mimon, expressed
interest in buying the factory.  The Bank advised it would support
a transaction with BEKY.  Subsequently, the parties were able to
negotiate a term sheet acceptable to the Bank.  The salient terms
of the Term Sheet are:

   a) Falcon will transfer its 87.4% interest in Mimon to BEKY
      for a nominal $1.00 amount.

   b) BEKY will guarantee the CSOB Bank Loan and CSOB will
      release Falcon from its Bank Debt guarantee.

   c) BEKY will assume the net amount due to Mimon from Falcon.
      This amount totals approximately $623,000 and consists of
      the following components: $1,516,000 prepetition payable
      due to Mimon net of the $1,160,000 prepetition receivable
      due to Falcon, plus the $276,000 postpetition payable due
      to Mimon from Falcon.

   d) Falcon will purchase $332,000 of goods from Mimon at a 20%
      discount.  The purchase price will be funded 50% upon
      shipment and 50% upon receipt of goods, which will be
      placed in an escrow account.

   e) BEKY will provide a CZK 15 million (approximately $623,000)
      working capital loan to Mimon to assist Mimon through the
      transition.

Falcon stressed that unless a sale transaction is completed
quickly, the Czech Bank will force Mimon into bankruptcy and
liquidate its assets.  That course of action would leave nothing
for Falcon.

The Honorable Barry S. Schermer approved the Debtor's request in
its entirety.

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


FALCON PRODUCTS: Court Approves $4MM Sale of S&J Unit's Assets
--------------------------------------------------------------
The Honorable Barry S. Schermer of the U.S. Bankruptcy Court for
the Eastern District of Missouri, Eastern Division, approved the
sale of Sellers & Josephson, Inc.'s assets to Horizon Motors,
Inc., for $4 million, subject to higher and better offers.  S&J is
one of Falcon Products, Inc.'s debtor-affiliates.

The Court also approved a $200,000 break-up fee for Horizon in
the event that it's not the successful bidder at an auction on
Sept. 28.

Competing bids, if any, must be submitted by Sept. 21 at 2:00 p.m.
Initial bid increment will be $250,000 and subsequent increments
will be at $100,000.

The proposed sale is in accordance with the Debtors' business
consolidation contemplated in its Plan of Reorganization.  The
Debtors' Plan is dependent on the success of the consolidation
plan which include among others, the sale of subsidiaries to
reduce administrative overhead, eliminate redundancies and
inefficiencies throughout the organization.

Falcon's plan intends to focus the company's efforts and resources
on the commercial furniture business.  S&J is a wall-covering
manufacturer.  As such, the Debtors deem it best to divest
themselves of this subsidiary.

Under the sale agreement, S&J will:

   a) assign its lease of the property located at 50 Armor Avenue
      in Carlstadt, New Jersey to Horizon;

   b) assign to Horizon its Vehicle Lease Service Agreement with
      Penske Truck Leasing Company; and

   c) agree with Horizon regarding the termination of the lease
      for the property located at 86 Route 4 East in Englewood,
      New Jersey.

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


FALCON PRODUCTS: Van Kafsouni Buys Belding Property for $350,000
----------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates sought and
obtained the Honorable Barry S. Schermer's permission to sell its
87,255 square foot facility located in Belding, Michigan, to Van
Kafsouni for $350,000.  The Debtors expect the sale to close by
September 15, 2005.

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

Currently, Hunt Hoppough is the only tenant of the Belding
Property.  On July 20, 2005, Hunt Hoppough filed a chapter 11
petition (Bankr. W.D. Mich. Case No. 05-10043, reported in the
Troubled Company Reporter on July 22, 2005).  Falcon is included
on Hunt Hoppough's list of 20 largest creditors.  Hunt Hoppough
says it owed Falcon $28,999.98 as of July 20, 2005.  Hunt Hoppough
has neither assumed nor rejected the Falcon Lease Agreement.

Falcon will pay $32,545 of real property tax owed to Ionia County
and the City of Belding.

The Debtors will payRealvesco Properties, Inc., their real estate
broker, a commission of 7% of the gross sale price of the Belding
Property.  Realvesco has agreed to share that 7% commission with
Mr. Kafsouni's broker, Don Oppenhuizen of G.W. DeHaan Real Estate.

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


FEDERAL-MOGUL: Defends Merits of Michigan Environmental Settlement
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on July
29, 2005, Federal-Mogul Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court to approve a settlement agreement
resolving proofs of claim filed by the State of Michigan asserting
millions of dollars of liability on account of environmental
remediation and clean-up costs.  As reported in the Troubled
Company Reporter on August 25, 2005, the settlement agreement drew
fire from:

     1. The State of Michigan, Department of Treasury;

     2. Sweet Haven Realty, L.L.C.;

     3. Travelers Indemnity Company and certain affiliates and
        Travelers Casualty and Surety Company, formerly known as
        The Aetna Casualty and Surety Company;

     4. Certain Underwriters at Lloyd's, London, and Certain
        London Market Insurance Companies; and

     5. Kurdziel Industries, Inc., Sparta Property Holding
        Company LLC, and Sparta Foundry, Inc.

The Debtors have resolved the Objections of the Michigan Treasury
Department and Sparta by amending the proposed order previously
submitted to the Court.

The amended Proposed Order provides that the Settlement does not
address the tax-related claims of the Treasury Department and
that nothing in the order approving the Settlement releases or
waives the tax claims.

In addition, nothing in the Settlement or the order approving the
Settlement releases or waives the claims filed by Sparta.

Nothing in the Settlement Agreement or the Motion limits,
affects, modifies or impairs in any way all of Travelers' rights
or obligations under the Travelers Policies or the rights or
obligations of Certain Underwriters at Lloyd's, London, and
London Market Insurers under any policies they may have issued
that are applicable to the sites covered by the Settlement
Agreement.

The Debtors have been unable to resolve the Objections submitted
by Certain Underwriters at Lloyd's, London, and London Market
Insurers and Sweet Haven.

However, the Debtors believe that the additional language in the
amended Proposed Order properly addresses Travelers' Objection.

A full-text copy of the amended Proposed Order to the Michigan
Settlement Motion is available for free at:

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

(1) London

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, contends that the
modifications to the Proposed Order resolving Travelers' Objection
adequately address London's concerns.  Thus, London's Objection
should be overruled.

However, London has proposed to incorporate certain language that
it finds necessary "for the avoidance of any doubt as to the
preservation of [London's] rights."

"[The] language is overbroad, unnecessary, and entirely beyond
the scope of the order and the relief requested," Ms. McFarland
argues.

London appears to misperceive the effect of the Settlement
Agreement and the provisions that allegedly relate to insurance,
Ms. McFarland notes.  "The Motion and the Settlement Agreement
provide that with respect to the three Liquidated Sites only,
insurance proceeds recovered by the Debtors relating to those
sites will be retained 50% by the Debtors and the other 50% paid
to the State of Michigan, with the State's allocable share to be
reduced in certain specified instances."

Ms. McFarland points out that neither the Settlement Agreement
nor the Motion:

   -- attempts to obligate any insurer to pay any amounts with
      respect to the three Liquidated Sites; and

   -- says anything at all about insurance that may be applicable
      to the additional environmental sites covered by the
      Settlement Agreement.

Thus, Ms. McFarland contends that it strains credibility for
London to argue that somehow the Court's approval of the
Settlement Agreement might prejudice its rights in later coverage
litigation.

London's arguments are also diminished by the fact that it is
unclear from the Objection what insurance policies they believe
they have at issue, Ms. McFarland adds.  The only Debtors against
which the State of Michigan is granted Allowed Unsecured Claims
under the Settlement Agreement are (i) Federal-Mogul Ignition
Company and (ii) Federal-Mogul Piston Rings, Inc., who are the
Debtors responsible for the Liquidated Sites.

London appears to have reviewed insurance policies applicable to
Federal-Mogul Products, Inc., which are the subject of certain
coverage litigation pending before Judge Rodriguez, Ms. McFarland
says.  "While Federal-Mogul Products, Inc., is a U.S. Debtor and
a party to the Settlement Agreement, no claims are allowed
against it under the Settlement Agreement."

W. Roger Strelow, an associate general counsel at Federal-Mogul
Corporation, attests that the Settlement Agreement is in the
Debtors' best interests because it:

   (a) reduces $3.2 million in allegedly secured claims relating
       to the Liquidated Sites to less than $2.3 million in
       unsecured claims;

   (b) effects the withdrawal of an administrative expense claim
       asserted by Michigan;

   (c) provides that future environmental claims relating to
       sites other than the Liquidated Sites will be paid a
       dividend equal to that paid to unsecured claims against
       the U.S. Debtors under the Plan of Reorganization;

   (d) spares the Debtors and their estates substantial costs in
       litigating Michigan's environmental claims against the
       Debtors; and

   (e) eliminates any objections to the Plan of Reorganization
       that Michigan might assert.

If London elects to litigate the reasonableness of the Settlement
Agreement, London must be bound by the Bankruptcy Court's
determinations resolving its Objection, Ms. McFarland maintains.

(2) Sweet Haven

The Settlement Agreement solely addresses and resolves Michigan's
claims against the Debtors, Ms. McFarland points out.  Neither
the Motion nor the Settlement Agreement purports to address or
resolve the Sweet Haven Claim.

What Michigan intends to do with any dividend it receives on
account of its Allowed Unsecured Claims under the Settlement
Agreement is outside the scope of the issues before the Court,
Ms. McFarland emphasizes.  "The matter before the Court is only
whether or not the Debtors should be authorized to enter into and
implement the Settlement Agreement, which says nothing about
Sweet Haven's rights -- if any -- to obtain any funds from the
Debtors relating to the Lambertville Site."

Therefore, the Debtors ask the Court to overrule Sweet Haven's
Objection.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 92;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FREDERICK MCNEARY: Says Plan Hinges on Prestwick's Ch. 11 Plan
--------------------------------------------------------------
Frederick J. McNeary, Sr., asks the U.S. Bankruptcy Court for the
Northern District of New York to extend his exclusive period to
file a chapter 11 plan and solicit of acceptances of that Plan to
30 days and 90 days after confirmation of a Plan of Reorganization
in Prestwick Chase, Inc.'s, chapter 11 case.

Mr. McNeary is a shareholder of Prestwick Chase, Inc., which filed
for chapter 11 protection six weeks before Mr. McNeary sought
protection from his creditors.

Mr. McNeary tells the Bankruptcy Court that he can't propose a
Plan of Reorganization until he is able to review Prestwick's Plan
because he's personally guaranteed some of Prestwick's
obligations.  Mr. McNeary states that Prestwick still has not
filed a Plan of Reorganization.

The Debtor assures the Bankruptcy Court that no creditor is
prejudiced by the requested extension.

Headquartered in Saratoga Springs, New York, Frederick J. McNeary,
Sr., is a real estate developer and broker.  He is also a
shareholder of bankrupt Prestwick Chase, Inc., which filed for
chapter 11 protection on March 11, 2005 (Bankr. N.D.N.Y. Case No.
05-11456).  Mr. McNeary filed for chapter 11 protection on April
29, 2005 (Bankr. N.D.N.Y. Case No. 05-13007).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzotta & Siegel, P.C., represents the
Debtor.  When Mr. McNeary filed for protection from his creditors,
he estimated less than $50,000 in assets and listed $10 million to
$50 million in debts.


FRK PROPERTIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: FRK Properties, LLC
        fka Robertville Manor Properties, LLC
        60 Massell Drive
        Cartersville, Georgia 30121

Bankruptcy Case No.: 05-43313

Type of Business: The Debtor operates a hospice care facility.

Chapter 11 Petition Date: September 7, 2005

Court: Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtor's Counsel: R. Scott Cunningham, Esq.
                  R. Scott Cunningham, PC
                  P.O. Box 2529
                  Dalton, Georgia 30722-2529
                  Tel: (706) 226-3642

Total Assets: $2,015,600

Total Debts:  $1,346,592

Debtor's Largest Unsecured Creditor:

   Entity                                      Claim Amount
   ------                                      ------------
   Bartow Co. Tax Commissioner                       $9,200
   135 West Cherokee Avenue #217A
   Cartersville, GA 30121


HALLIBURTON CO: Moody's Reviews (P)Ba1 Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service placed Halliburton Company's Baa2 senior
unsecured ratings under review for possible upgrade based on:

   * significant improvement in the company's earnings and cash
     flow over the past four fiscal quarters; and

   * management's demonstrated commitment to repay debt with free
     cash flow since the funding of the company's asbestos
     settlement in January of this year.

Halliburton's adjusted consolidated operating profit of about
$1.1 billion during the first half of 2005 was substantially above
the $186 million the company had reported during the same period
in 2004.  The improvement was driven by:

   * strong oilfield services industry fundamentals;

   * a lower cost structure, greater capital efficiency; and

   * a turnaround in the operating performance of its Kellogg
     Brown & Root subsidiary.

At June 30, 2005, Halliburton had a sizable unrestricted cash
balance of about $1.6 billion, despite the asbestos settlement in
the first quarter (of which the cash portion was approximately
$2.3 billion) and a subsequent reduction in total balance-sheet
debt of over $400 million.

In its review, Moody's will examine:

   * Halliburton's ability to generate through-the-cycle financial
     performance that is more in line with those of its more
     highly rated oilfield services industry peers;

   * the likelihood that Halliburton will achieve its financial
     leverage targets by the end of 2005;

   * management's strategies for deployment of excess cash flow
     once those leverage targets are achieved; and

   * the credit implications of the company's numerous legal
     contingencies.

Moody's will also assess the status of KBR's contracts in Iraq and
the sustainability of KBR's positive earnings trend.

Management has announced that Halliburton may spin off or sell KBR
under certain conditions.  While the likelihood and timing of such
a transaction are unclear at this time, Moody's will consider the
potential implications for Halliburton's ratings of a separation
from KBR.

Ratings under review:

  Halliburton Company:

     * senior unsecured debentures, notes, and medium-term notes
       rated Baa2

     * shelf registration for senior unsecured debt rated (P)Baa2

     * shelf registration for subordinated debt rated (P)Baa3

     * shelf registration for preferred stock rated (P)Ba1

The company's Prime-2 rating for commercial paper and extendible
commercial notes is not under review.

Headquartered in Houston, Texas, Halliburton Company is one of the
world's largest diversified energy services, engineering,
maintenance, and construction companies.


HONEY CREEK: Hires Robert & Grant P.C. as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas in
Dallas gave Honey Creek Kiwi, LLC, interim approval to retain
Robert & Grant P.C. as counsel in its chapter 11 case.

The Debtor tells the Bankruptcy Court that Robert & Grant's
knowledge and experience of the industry in which it operates will
contribute to the efficient administration of its estate and
minimize expenses.

In this engagement, Robert & Grant will:

    a) advise the Debtor of its powers and duties as debtor-in-
       possession in the continued management of its affairs;

    b) provide assistance advice and representation concerning the
       confirmation of any proposed plan of reorganization or
       liquidation and solicitation of any acceptances or
       responding to rejections of such plan;

    c) provide assistance, advice and representation concerning
       the possible sale or liquidation of the Debtor's assets;

    d) provide assistance, advice and representation concerning
       any further investigation of the assets, liabilities and
       financial condition of the Debtor that may be required
       under local, state or federal law;

    e) represent the Debtor at hearing or matters pertaining to
       their affair as debtor-in-possession;

    f) prosecute and defend pending litigation matters and such
       other matters that might arise during the chapter 11 case;

    g) provide counseling and representation with respect to
       assumption or rejection of executory contracts and leases,
       sale of assets and other bankruptcy-related matters arising
       from the case;

    h) in conjunction with other counsel, render advice with
       respect to general corporate and litigation issues relating
       to these cases, including, but not limited to securities
       corporate finance, tax and commercial matters; and

    i) perform other legal services as may be necessary and
       appropriate for the efficient and economical administration
       of the Debtor's chapter 11 case.

The hourly rates for Robert & Grant's professionals designated to
represent the Debtor are:

       Professional                       Hourly Rate
       ------------                       -----------
       Richard, G. Grant, Esq.                  $300
       Keith R. Pearson, Esq.                   $175

The Debtor tells the Bankruptcy Court that the Firm received a
$75,000 retainer.  Approximately $10,000 of the retainer has been
applied to prepetition invoices, leaving a $65,000 balance.

To the best of the Debtor's knowledge, the Firm does not hold any
interest adverse to its estate and is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  When the Debtor filed for protection from its
creditors, it reported $10 million to $50 million in estimated
assets and debts.


HOVNANIAN ENT: Earns $116.1 Million of Net Income in 3rd Quarter
----------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV) reported net income of
$116.1 million, on $1.3 billion in total revenues for the quarter
ended July 31, 2005.  Net income in the third quarter of fiscal
2004 was $86.7 million on total revenues of $1.1 billion.

Consolidated deliveries for the third quarter of 2005 were 3,967
homes with an aggregate sales value of $1.3 billion, compared with
consolidated deliveries of 3,738 homes in the same period last
year with an aggregate sales value of $1.0 billion, a 23% sales
value increase.  Homebuilding gross margins, after interest
expense included in cost of sales, increased 140 basis points to
25.6%, compared with 24.2% on a comparable basis in last year's
third quarter.  Stockholders' equity grew 55% to $1.6 billion at
July 31, 2005 from $1.1 billion at the end of the fiscal 2004
third quarter.

For the nine-month period ended July 31, 2005, total revenues
reached $3.6 billion, up 30% compared to $2.8 billion for the year
earlier period.  Net income for the first nine months of fiscal
2005 increased 41% to $303.7 million, compared to $214.9 million,
in the same period a year ago. Compared to the first nine months
of 2004, the dollar value of net contracts during the same period
in fiscal 2005 increased by 26% and the number of home deliveries
rose by 19%, including contracts and deliveries from
unconsolidated joint ventures.

"Our outstanding performance during the fiscal 2005 third quarter
was driven by excellent gross margins and through the successful
execution of our strategy to provide the right product mix
throughout each of our markets," said Ara K. Hovnanian, President
and Chief Executive Officer of the Company.  "As indicated by the
35% increase in the dollar value of our net contracts, we continue
to experience strong demand for our well-designed homes in the
vast majority of our communities.  We also have been able to grow
our number of communities at a healthy pace, particularly when our
joint ventures are included.  We have been increasing our use of
joint ventures with financial and strategic partners to mitigate
risk in certain larger developments and as a means to issue equity
at a project level to reduce leverage without diluting our common
shareholders.  We believe that this strategy will further enhance
our growth and returns. Additionally, we are excited about the
geographic diversification and growth opportunities created by our
recently announced acquisitions of First Home Builders in Ft.
Myers, Florida and Oster Homes in Cleveland, Ohio," Mr. Hovnanian
continued.

"Although we continued to see some pricing power in many of our
heavily regulated markets, the pace of sales price increases has
moderated during the third quarter.  Recent reports of job growth
across the U.S. remain strong, and job creation historically has a
positive correlation with the health of the housing industry,"
said J. Larry Sorsby, Executive Vice President and Chief Financial
Officer.  "Our quarter-end backlog of more than 11,300 homes
combined with the backlog of our two most recent acquisitions
provides us with approximately 15,500 homes in contract backlog.
Given this backlog of sales contracts, we have an excellent basis
for our projected deliveries, revenues and earnings for the next
six to eight months.  As a result, we are increasingly confident
in our EPS projection for fiscal 2005 of greater than $7.00 per
fully diluted common share.  We are projecting that we will grow
earnings per share in 2006 between 15% and 20%, to between $8.05
and $8.40 per fully diluted common share, even after paying a full
year of preferred dividends, and amortizing over $100 million of
pre-tax costs, or approximately $0.93 after-tax earnings per fully
diluted share, related to company acquisition premiums.  We remain
committed to a conservative accounting approach which amortizes
and expenses 100% of any purchase premiums related to company
acquisitions.

"During the third quarter we increased the committed amount of our
unsecured revolving credit facility to $1.2 billion and issued
$140 million in a perpetual preferred stock offering.  Since the
end of the third quarter we have raised an additional $300 million
through a senior notes offering.  After taking into account this
additional debt and capital, as well as our recent acquisitions,
we are projecting to end fiscal 2005 below our target net debt-
to-capital ratio of 50%.  Our successful capital markets
activities leave us well-positioned to grow organically through
traditional land acquisition, as well as through further company
acquisitions," Mr. Sorsby concluded.

"With 93% of our earnings growth during the third quarter coming
from organic operations, we continue to deliver steady growth from
our existing operations.  In addition, we have added to the
strength of our product offerings and the penetration of our
markets with the additions of Oster Homes and First Home Builders
of Florida.  We believe that the addition of these two well-
respected homebuilding operations will further our successful
strategy of being a dominant homebuilder in each of our regional
markets," Mr. Hovnanian said.  "During fiscal 2005 we are
achieving strong growth in both revenues and earnings as well as
high returns on our invested capital, keeping us in the top tier
of companies in the Fortune 500 in terms of these performance
metrics.  As we go forward into 2006 and beyond, we expect that we
will continue to grow both our revenues and earnings at a rate
well above the pace of the overall housing market," Mr. Hovnanian
concluded.

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.
The Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Illinois,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Goodman Homes, Matzel &
Mumford, Diamond Homes, Westminster Homes, Forecast Homes,
Parkside Homes, Brighton Homes, Parkwood Builders, Great Western
Homes, Windward Homes, Cambridge Homes, Town & Country Homes,
Oster Homes and First Home Builders of Florida. As the developer
of K. Hovnanian's Four Seasons communities, the Company is also
one of the nation's largest builders of active adult homes.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,
Fitch Ratings has assigned a 'BB+' rating to Hovnanian
Enterprises, Inc.'s (NYSE:HOV) $300 million 6.25% senior unsecured
notes due Jan. 15, 2016.  The Rating Outlook is Stable.  The
$300 million issue will be ranked on a pari passu basis with all
other senior unsecured debt, including Hovnanian's revolving and
letter of credit facility.  Proceeds from the new debt issues will
be used for general corporate purposes.


JERNBERG INDUSTRIES: Completes 363 Sale to KPS Special for $60-Mil
------------------------------------------------------------------
KPS Special Situations Fund II completed the acquisition of
substantially all of the assets of Jernberg Industries, Inc., Iron
Mountain Industries, LLC and related entities.  KPS acquired the
assets through a newly formed company, Hephaestus Holdings, Inc.,
for $1.25 million in cash and the assumption of certain of the
Debtors' liabilities.  The Debtors believe that the aggregate
value of the Offer exceeds $60 million.  The transaction was
accomplished pursuant to a 363 sale of assets under Chapter 11 of
the U.S. Bankruptcy Code.

HHI is now one of North America's leading manufacturers of highly
engineered forged parts for various power-train and wheel-end
applications in the automotive industry.  Products manufactured by
HHI include wheel hubs, transmission turbine hubs, and axle ring
and pinion gears.  With over 800 employees, HHI operates four
manufacturing facilities located in Chicago, Illinois.

KPS has retained Mr. George Thanopoulos, an executive with over
twenty years of automotive experience, to lead HHI as its new
Chief Executive Officer.

KPS invested $23 million of equity capital into HHI to fund the
Company's turnaround plan and working capital.  In addition, KPS
provided HHI with $8 million of Interim Financing to fund the
purchase of certain new manufacturing equipment.  To complete the
transaction in a very limited time period, KPS successfully
negotiated over thirty unique agreements with the Company's
customers, vendors, lenders and lessors; including three
collective bargaining agreements with the United Steelworkers of
America and a new $37 million senior lending facility with LaSalle
Bank, N.A.

"Our objective is to build the premier supplier of automotive
forgings in North America," George Thanopoulos, Chief Executive
Officer of HHI, said.  "We thank the Company's customers, vendors
and employees for their support through a difficult period.  Our
new Company looks forward to providing our customers with world
class products and superior customer service.  KPS has provided
HHI with the resources for success and long term growth.  I am
very confident that by leveraging the skill, creativity and talent
of our workforce, HHI will achieve its full potential."

Michael Psaros, a Managing Principal of KPS said, "We look forward
to working with George Thanopoulos and the employees of HHI to
create one of the world's leading automotive forging companies.
We intend to aggressively build HHI through both organic growth
and acquisitions.  Acquiring and turning around Jernberg's
business is an important first step in this process.  The long
term commitments made by the Company's valued customers made all
of this possible.  We thank the United Steelworkers of America for
its support in connection with this complex transaction and
LaSalle Bank and Conway MacKenzie & Dunleavy for their
contribution to the process."

KPS Special Situations Funds -- http://www.kpsfund.com/-- are a
family of private equity funds with over $600 million of committed
capital focused on constructive investing in restructurings,
turnarounds and other special situations.  KPS has created new
companies to purchase operating assets out of bankruptcy;
established stand- alone entities to operate divested assets; and
recapitalized highly leveraged public and private companies.  The
KPS investment strategy targets companies with strong franchises
that are experiencing operating and financial problems.  KPS
invests its capital concurrently with a turnaround plan predicated
on cost reduction, capital investment, and capital availability.
Typically, the KPS turnaround plan is accompanied by a financial
restructuring of the company's liabilities.

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


JOHN Q. HAMMONS: Tender Offer Yield in JQH Merger is 4.358%
-----------------------------------------------------------
JQH Finance, LLC, has determined the tender offer yield for its
tender offer for all of the outstanding $499 million principal
amount of Series B 8-7/8% First Mortgage Notes due 2012 issued by
John Q. Hammons Hotels, L.P., and John Q. Hammons Hotels Finance
Corporation III, affiliates of John Q. Hammons Hotels, Inc., in
connection with the pending merger between its affiliate and John
Q. Hammons Hotels, Inc. (Amex: JQH).

In connection with the tender offer, JQH Finance, LLC, is also
soliciting consents from the holders of the notes to approve
certain proposed amendments to the indenture under which the notes
were issued.

The tender offer yield for the notes tendered and purchased will
be 4.358%, which was determined as of 2:00 p.m., New York City
time, on Sept. 7, 2005, by reference to a fixed spread of 0.50%
over the yield to maturity based on the bid side price of the
3.125% U.S. Treasury Note due May 15, 2007.

Assuming a settlement date of September 27, 2005, consideration
for each $1,000 principal amount of notes validly tendered and not
validly withdrawn prior to 5:00 p.m., New York City time,
tomorrow, Sept. 9, 2005, unless extended will be $1,111.74, which
includes a consent payment of $30. The remaining pricing terms,
and other details regarding the tender offer and consent
solicitation, are set forth in detail in the Offer to Purchase and
Consent Solicitation Statement dated Aug. 26, 2005, and related
documents.

Holders who validly tender notes after the Consent Time but prior
to 10:00 a.m., New York City time, on Sept. 26, 2005, unless
extended, will be eligible to receive the tender offer
consideration, which is equal to the Total Consideration less the
consent payment.  Payment for all notes purchased will be made
promptly after the Expiration Time.  Tendered notes may be
withdrawn and related consents may be revoked at any time prior to
the execution by the Issuers and Wachovia Bank, National
Association, as trustee for holders of the Notes, of a
supplemental indenture implementing the proposed amendments to the
indenture.

Goldman, Sachs & Co. has been appointed as dealer manager and
solicitation agent for the tender offer and consent solicitation.
Global Bondholder Services Corporation has been appointed the
information agent and depositary for the tender offer and consent
solicitation.  The Offer Materials may be obtained by contacting
Global Bondholder Services Corporation, 65 Broadway - Suite 74,
New York, New York 10006, Attention: Corporate Actions (telephone:
866-873-6300).  Information concerning the terms and conditions of
the tender offer and consent solicitation may be obtained by
contacting Goldman, Sachs & Co., Credit Liability Management
Group, 85 Broad Street, 29th Floor, New York, New York, 10004
(telephone: 800-828-3182).

John Q. Hammons Hotels, Inc. -- http://www.jqh.com/-- is a
leading independent owner and manager of affordable upscale, full
service hotels located primarily in key secondary markets.  The
Company owns 46 hotels located in 20 states, containing 11,370
guest rooms or suites, and manages 14 additional hotels located in
seven states containing 3,158 guest rooms or suites.  The majority
of these 60 hotels operate under the Embassy Suites, Holiday Inn
and Marriott trade names.  Most of the hotels are located near a
state capitol, university, convention center, corporate
headquarters, office park or other stable demand generator.

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Standard & Poor's Ratings Services ratings on John Q. Hammons
Hotels L.P. (JQH LP), including the 'B' corporate credit rating,
remain on CreditWatch with developing implications, where they
were placed on Oct. 18, 2004.

This follows the announcement by JQH Inc. that a special committee
approved a transaction between principal stockholder John Q.
Hammons and an investor group.   The purchase price for JQH Inc.'s
Class A common shares was reiterated at $24 a share.  JQH Inc. has
not yet publicly disclosed all details of the transaction, such as
the participants in the investor group and what the final capital
structure will be.

JQH LP is a partnership whose sole general partner is JQH Inc., a
publicly traded company, which exercised control over all
partnership decisions.  Mr. John Q. Hammons, the majority
shareholder of JQH Inc. holds about 77% of the voting shares.

In resolving the CreditWatch listing, Standard & Poor's will
monitor developments associated with the ongoing transaction,
including whether the $499 million in outstanding 8.875% first
mortgage notes due 2012, which were jointly issued by JQH LP and
John Q. Hammons Hotels Finance Corporation III, will remain
outstanding.  The CreditWatch listing will be resolved when
details of the transaction are fully determined.


JOSEPH BONO: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Joseph L. Bono and Barbara A. Bono
         2406 Marquardt
         McHenry, Illinois 60050

Bankruptcy Case No.: 05-74690

Chapter 11 Petition Date: September 8, 2005

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtors' Counsel: Bradley T. Koch, Esq.
                  Holmstrom & Kennedy P.C.
                  P.O. Box 589
                  Rockford, Illinois 61105
                  Tel: (815) 962-7071
                  Fax: (815) 962-7181

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Chase BankOne                    Credit Card Debt        $17,622
P.O. Box 15298
Wilmington, DE 19850-5298

Bank of America                  Credit Card Debt         $9,630
P.O. Box 650260
Dallas, TX 75265-0260

American Express                 Credit Card Debt         $9,023
P.O. Box 360002
Ft. Lauderdale, FL 33336-0002

Advanta Bank Corporation         Credit Card Debt         $8,985
P.O. Box 30715
Salt Lake City, UT 84130-0715

Chase BankOne                    Credit Card Debt         $7,144
P.O. Box 15298
Wilmington, DE 19850-5298

GM Card                          Credit Card Debt         $6,056
P. O. Box 80082
Salinas, CA 83912

Chase BankOne                    Credit Card Debt         $4,587
P.O. Box 15298
Wilmington, DE 19850-5298

US Bank                          Credit Card Debt         $4,511
P.O. Box 790408
St. Louis, MO 63179-0408

Best Buy                         Credit Card Debt         $4,193
P.O. Box 17298
Wilmington, DE 19850-5521

CitiBank                         Credit Card Debt         $3,573
Aadvantage Business Card
P.O. Box 8309
The Lakes, NV 88901-6309

Best Buy                         Credit Card Debt         $3,020
P.O. Box 17298
Wilmingtonm, DE 19850-5521

Citi Card                        Credit Card Debt         $1,660
P.O. Box 688907
Des Moines, IA 63179-0408

Capital One                      Credit Card Debt         $1,341
P.O. Box 790217
St. Louis, MO 63179


KAISER ALUMINUM: Court Approves 2nd Amended Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Kaiser Aluminum Corporation and its debtor-affiliates' Disclosure
Statement that relates to their Second Amended Plan of
Reorganization.  The Court has scheduled a confirmation hearing
with respect to the Plan for Jan. 9, 2006, and Jan. 10, 2006.
Assuming plan confirmation at that time, the company could emerge
from Chapter 11 by the end of January or early February 2006.

"Today's ruling completes the first of three final milestones to
the company's successful completion of its reorganization," said
Jack Hockema, president and chief executive officer, Kaiser
Aluminum.  "We anticipate that the remaining two -- voting by the
creditors and confirmation by the bankruptcy and district courts -
- will be completed according to the court's schedule within the
next four months.  As a result, we now have a definitive, court-
approved schedule to emerge early next year as a globally
competitive company with a strong balance sheet, best-in-class
operations, and the ability to grow in our key transportation and
industrial markets."

Mr. Hockema continued, "I credit today's achievement to the
outstanding support of our employees, customers, suppliers, and
other stakeholders who share our commitment of driving Kaiser
Aluminum to its full potential in terms of customer service,
quality, product development, and financial performance."

The company expects to commence a 60-day solicitation of
acceptances of the Plan by creditors by Sept. 15, 2005.  Because
the Plan reflects previously disclosed agreements reached with the
company's major creditor constituents, the company is optimistic
that it will receive the necessary acceptances for plan
confirmation.  However, no assurance can be given that the plan
will ultimately receive the necessary acceptances by creditors, or
be confirmed by the Bankruptcy Court or U.S. District Court, or
that the transactions contemplated by the plan will ultimately be
consummated.

Their restructuring, the Debtors say, would resolve prepetition
claims that are currently subject to compromise.  Those claims
include, among others, retiree medical, pension, asbestos, and
other tort, bond, and note claims.  The plan would also result in
the cancellation of the equity interests of current stockholders
and the distribution of equity in the emerging company to
creditors or creditor representatives.  The majority of the new
equity would be distributed to two voluntary employee benefit
associations that were created in 2004 to provide medical benefits
or funds to defray the cost of medical benefits for salaried and
hourly retirees.  Retiree medical plans existing at that time were
cancelled.  All personal injury claims relating to both
prepetition and future claims for asbestos, silica and coal tar
pitch volatiles, and existing claims regarding noise-induced
hearing loss, would be permanently resolved by the formation of
certain trusts funded primarily by the company's rights to
proceeds from certain of its insurance policies and the
establishment of channeling injunctions that would permanently
channel these liabilities away from the company and into the
trusts.

Pursuant to the Remaining Debtors' Disclosure Statement relating
to their Second Amended Plan, Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells
Judge Fitzgerald that once the PI Insurance Assets and the
$13,000,000 are received by a trust established under a Funding
Vehicle Trust Agreement -- to be entered by KACC and the
individuals serving from time to time as the Asbestos and Silica
PI Trustees -- it will reserve a cash amount for the payment of
its disbursements and expenses in connection with all actions to
pursue PI Insurance Assets and those incurred by the Remaining
Debtors in certain actions to be paid by the Funding Vehicle
Trust.  The remainder of the Funding Vehicle Trust's Assets will
be allocated among the PI Trusts.

The PI Insurance Assets consist of:

   (a) rights to receive proceeds from certain Included PI Trust
       Insurance Policies in respect of Channeled Personal Injury
       Claims; and

   (b) cash paid or to be paid pursuant to settlement agreements
       with any PI Insurance Company entered into before the
       Effective Date in respect of Included PI Trust Insurance
       Policies and allocable to payment of Channeled PI Claims,
       including certain Settlement Escrow Funds.

In addition, the Asbestos PI Trust will also be entitled to
receive 94% of the common stock of Reorganized Kaiser Trading and
70.5% of the Kaiser Finance Corporation's $1,106,000,000
prepetition claim.

       Ultimate Value of PI Insurance Assets is Uncertain

Mr. DeFranceschi relates that while the Remaining Debtors believe
that substantial recoveries are probable as a result of the
insurance coverage litigation, certain insurers continue under a
variety of theories to dispute that their policies require them to
pay.  The Insurers assert that they will not be obligated to pay
on claims approved for payment by the PI Trusts.

Mr. DeFranceschi says that the amount of insurance coverage that
will ultimately be available is uncertain and will depend on
resolution of the coverage litigation as to various issues and
settlements with insurers.  As of June 29, 2005, there was
approximately $14,000,000 in previously approved settlement
payments that were in escrow and will be paid to the Funding
Vehicle Trust.  Moreover, a motion is currently pending before
the Court for approval of a settlement that would involve a
$1.37 million payment by certain underwriters at Lloyd's of
London.

Mr. DeFranceschi ascertains it is possible that there will be
additional settlements approved before the Plan's confirmation and
that settlements may occur after the Confirmation.

Mr. DeFranceschi continues that there is also a possibility that
one or more of the PI Insurance Companies may become insolvent in
the future, which may adversely affect the amount that any
insurance company is expected to contribute to the PI Trusts.

"Because there is uncertainty as to the total value of Channeled
Personal Injury Claims and the PI Insurance Assets that will be
available to pay them, the amount that would ultimately be
recovered and paid to any individual claimant on a Channeled PI
Claim is uncertain and speculative," Mr. DeFranceschi notes.

             Channeled PI Claims and Trust Expenses

The Funding Vehicle Trust will assume all liability and
responsibility for the Trust Expenses.  It will also advocate in
all actions brought against any reorganize debtor involving
Channeled PI Claims that are and have been channeled to the
applicable PI Trust.  Each Reorganized Debtors will be entitled to
indemnification from the Funding Vehicle Trust for any out-of-
pocket and attorneys' fees and expenses.

                  Insurance-Related Obligations

Mr. DeFranceschi states that the Funding Vehicle Trust's pursuit
of PI Insurance Assets as to Channeled PI Claims and Trust
Expenses or of any PI Trust will be undertaken by the Funding
Vehicle Trust in a manner so as not to cause the Reorganized
Debtors or other Kaiser companies, including Trochus Insurance
Company, to become obligated, whether:

   * directly to the PI Insurance Company, as to which claim is
     made by the Funding Vehicle Trust; or

   * indirectly through claims made by a PI Insurance Company to
     pay any amounts in the form of self-insured retentions,
     premiums, deductibles, retrospective premium adjustments,
     reinsurance, security or collateral arrangements or other
     charges, costs, fees or expenses.

To effectuate its obligation to defend any Insurance-Related
Claim, the Funding Vehicle Trust, at the Funding Vehicle Trustees'
option, will either:

   (a) pay any Insurance-Related Claim adjudicated or determined
       by binding arbitration on behalf of the Reorganized Debtor
       or other Kaiser Company; or

   (b) reduce the amount that any PI Insurance Company is
       adjudicated or determined by binding arbitration.

              Effect of Plan on Certain Indentures

On the Effective Date, the 9-7/8% and the 10-7/8% Senior Note
Indentures will be deemed cancelled and discharged with respect to
all obligations owed to and by any debtor, as well as the
Indenture Trustees' obligations under those Indentures and the
holders of Senior Note Claims.

The Indenture Trustees' rights, including their rights as paying
agent and registrar, will remain in effect after the Petition
Date.

          Environmental Laws' Payments and Obligations

Reorganized Kaiser Aluminum Corporation will guarantee in respect
of properties, facilities or sites owned by a Reorganized Debtor
as of the Effective Date:

   -- the payment by each Reorganized Debtor of any amounts that
      may ultimately be required to be paid by it in respect of
      claims under certain environmental laws of governmental
      units; and

   -- the performance by each Reorganized Debtor of any
      obligations that it may ultimately be required to perform
      by any governmental unit under Environmental Laws.

Mr. DeFranceschi explains that Environmental Laws constitute all
laws relating to pollution or protection of human health or the
environment, including laws relating to:

   * releases or threatened releases of hazardous materials,
     wastes or substances, pollutants, contaminants, radiological
     materials or oils; or

   * manufacture, processing, distribution, use, treatment,
     storage, release, disposal, transport or handling of
     hazardous materials, including those laws on natural
     resource damages, decontamination, decommissioning and
     voluntary remediation programs.

Governmental units enforcing Environmental Laws will have the
right to enforce Reorganized KAC's guarantees under the Plan
provisions.

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

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

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


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

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KATAYONE ADELI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Katayone Adeli
        9950 Durant Drive No. 48
        Beverly Hills, California 90212

Bankruptcy Case No.: 05-30583

Chapter 11 Petition Date: September 8, 2005

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Paul M. Brent, Esq.
                  Steinberg, Nutter & Brent, Law Corporation
                  501 Colorado Avenue, Suite 300
                  Santa Monica, California 90401
                  Tel: (310) 451-9714

Total Assets: $629,800

Total Debts:  $2,112,570

Debtor's 7 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   CIT                                             $727,358
   c/o R. Sachs
   c/o A. Golub
   42 East 64th Street
   New York, NY 10021

   Richard B. Sachs                                $727,358
   c/o A. Golub
   42 East 64th Street
   New York, NY 10021

   Ballon Stoll Bader and Nadler PC                 $45,000
   1450 Broadway
   New York, NY 10018-2268

   New York Sales Tax Authority                     $30,000

   United Mileage Plus Visa                         $19,163

   Union Bank of California                         $11,321

   American Express                                  $3,369


KERR-MCGEE: Soliciting Consents to Amend Bond Indenture
-------------------------------------------------------
Kerr-McGee Corp. (NYSE: KMG) commenced a consent solicitation to
amend the indenture governing four outstanding Kerr-McGee debt
securities:

     * 5.875% Notes due 2006
     * 6.875% Notes due 2011
     * 7.875% Notes due 2031
     * 6.950% Notes due 2024

The purpose of the proposed amendment to the indenture is to
provide for the release of Kerr-McGee's chemical business
subsidiary, Kerr-McGee Chemical Worldwide LLC (Newco Chemical
Worldwide), as a guarantor of the notes upon an initial public
offering of securities, spinoff or splitoff of Newco Chemical
Worldwide or its newly formed parent.  As previously announced,
Kerr-McGee has decided to separate its chemical business and
expects to use the proceeds from the separation to reduce debt.

Under the existing terms of the indenture, Newco Chemical
Worldwide would be released as a guarantor of the notes in the
event of a sale of the entity in its entirety, and neither
noteholder consent nor an amendment would be necessary to
consummate such a sale.  However, Kerr-McGee may choose to
separate Newco Chemical Worldwide through a transaction not
involving a sale, such as an IPO, a spinoff or a splitoff.  Kerr-
McGee believes it is important to the separation of the chemical
business, irrespective of the form of the transaction, that Newco
Chemical Worldwide does not have the contingent liability as a
guarantor of the notes, which are a direct obligation of Kerr-
McGee.  For this reason, Kerr-McGee is soliciting consent to
ensure release of Newco Chemical Worldwide as guarantor of the
notes even if the transaction by which the separation occurs is
not a sale.

The proposed amendment to the indenture requires the written
consent of the holders of at least a majority in aggregate
outstanding principal amount of all series of notes voting
together as a single class.  As of Sept. 7, 2005, notes with an
aggregate principal balance of $2,131,930,000 are outstanding
under the issues subject to the consent solicitation.  Upon
adoption of the proposed amendment, an initial consent fee
(execution fee) of $2.50 for each $1,000 principal amount of notes
will be paid to each holder who validly delivers, and does not
revoke, a consent prior to the expiration of the consent
solicitation.  If the proposed amendment becomes operative and
Newco Chemical Worldwide is released from its guaranty of the
notes as a result of an IPO, spinoff or splitoff, Kerr-McGee will
pay an additional consent fee (release fee) to each consenting
holder for each $1,000 principal amount of notes as outlined
below.


Total
     Security                          Amount     Execution  Release
Consent
    Description        CUSIP         Outstanding     Fee       Fee       Fee
    -----------        -----         -----------  ---------  --------  -----
--
    5.875% due      492386 AR8      $306,930,000    $2.50     $1.25
$3.75
    9/15/06

    6.875% due      492386 AS6      $675,000,000    $2.50     $3.75
$6.25
    9/15/11

    7.875% due      492386 AT4      $500,000,000    $2.50    $10.00
$12.50
    9/15/31

    6.950% due      492386 AU1      $650,000,000    $2.50    $10.00
$12.50
    7/01/24

If the amendment to the indenture is executed, but Kerr-McGee
proceeds with the sale of the chemical business or otherwise does
not proceed with an IPO, spinoff or splitoff of Newco Chemical
Worldwide, the release fee will not be paid.  The consent
solicitation will expire at 5 p.m. EDT on Wednesday, Sept. 21,
2005, unless extended by Kerr-McGee.

Holders of the notes should refer to the company's Consent
Solicitation Statement dated Sept. 8, 2005, and the related Letter
of Consent for more information on the terms and conditions.
Lehman Brothers is acting as the solicitation agent, and questions
may be directed to Lehman at 212-528-7581 (collect) or 800-438-
3242 (toll free).  Requests for documentation should be directed
to Global Bondholder Services Corp. at 212-430-3774 (banks and
brokers) or 866-470-4500 (toll free).

Kerr-McGee -- http://www.kerr-mcgee.com/-- is an Oklahoma City-
based energy and inorganic chemical company with worldwide
operations and assets of more than $15 billion.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on oil and gas exploration and production
company Kerr-McGee Corp. and removed the rating from CreditWatch
with negative implications.  The rating was originally placed on
CreditWatch March 4, 2005.

Standard & Poor's also affirmed its 'B' short-term corporate
credit rating on the company.  The short-term rating was not on
CreditWatch.

S&P says the outlook is negative.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Fitch Ratings has downgraded and removed from Rating Watch
Negative the ratings of Kerr-McGee:

    -- Senior unsecured debt to 'B' from 'BBB';
    -- Commercial paper to 'B' from 'F2'.

Fitch has also assigned a 'BB' senior secured rating to Kerr
McGee.  Fitch says the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Moody's Investors Service lowered the long-term and short-term
debt ratings of Kerr-McGee Corporation to below investment grade.
Moody's assigned a Ba3 Senior Implied and lowered KMG's Senior
Unsecured notes to Ba3 from Baa3.  Moody's expects that KMG's
existing notes will be secured equally and ratably with new
secured term loans that the company has arranged.  The company's
short-term ratings were lowered to Not Prime from Prime-3.  This
action concludes the review begun March 4 that had reflected
"material event risk" resulting from a more activist shareholder
base.  Moody's says the outlook is stable.


KNOLL INC: UBS & BofA Commit to Provide $450-Mil Credit Facility
----------------------------------------------------------------
Knoll, Inc. (NYSE: KNL) entered into a fully underwritten
commitment letter with:

         * UBS Loan Finance LLC,
         * UBS Securities LLC,
         * Bank of America N.A., and
         * Banc of America Securities LLC,

which provides for a $450 million credit facility, a portion of
which would be used to repay the indebtedness under Knoll's
existing credit facilities.  The closing of the refinancing is
subject to the satisfaction of various conditions.

Under the new credit facilities, among other things,

     (i) the new term loan would mature in seven years;

    (ii) the new revolving credit agreement would expire in five
         years;

   (iii) interest rates would be lower as compared to the existing
         Knoll credit facilities;

    (iv) financial covenants would be reset; and

     (v) although the new credit facilities continue to impose
         restrictions on Knoll's ability to pay dividends, Knoll
         would be permitted to pay dividends in greater amounts
         than under its existing credit facilities.

                         Dividend Policy

Subject to the closing of the refinancing, its Board of Directors
currently intends to declare and pay quarterly dividends of $0.10
per share on its common stock -- double its current quarterly
dividend.

Andrew B. Cogan, Chief Executive Officer, stated, "Our strong
financial performance has put us in position to enter into a new
and improved credit facility which will reduce our borrowing costs
and increase the cash we return to shareholders in the form of
increased quarterly dividends."

This proposed change in dividend policy will not affect Knoll's
previously announced $0.05 per share cash dividend for the third
quarter of 2005, which is payable September 30, 2005 to
stockholders of record on September 15, 2005.

Knoll designs, manufactures and distributes a comprehensive
portfolio of branded office furniture products, textiles and
accessories.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on office furniture manufacturer Knoll Inc.
to 'BB-' from 'BB', following Knoll's proposal of a debt
refinancing and a shareholder dividend.

At the same time, a 'BB-' senior secured bank loan rating and a
recovery rating of '4' were assigned to the proposed $500 million
bank facility that is part of the refinancing.

The 'BB-' bank loan rating is the same as Knoll's corporate credit
rating; this and the '4' recovery rating indicate that lenders can
expect marginal (25%-50%) recovery of principal in the event of a
default.

S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Aug. 20, 2004,
Moody's Investors Service downgraded Knoll, Inc.'s senior implied
rating to Ba3 and senior unsecured issuer rating to B1 and rated
the company's new senior secured bank facilities Ba3 following the
company's announcement of a leveraged recapitalization.  The
outlook remains stable.  The downgrade reflects Knoll's increased
leverage and reduced interest coverage following the company's
decision to pay a dividend to shareholders in the context of
uncertainty as to the extent of the recovery in the commercial
furniture business.

   Ratings assigned:

      * $75 million revolving credit facility due 2009, Ba3; and

      * $425 million senior secured term loan due 2011, Ba3.

   Ratings downgraded:

      * Senior implied rating, Ba2 to Ba3; and


LAWRENCE BARGAIN: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lawrence Bargain Center, Inc.
        7800 Record Street
        Indianapolis, Indiana 46226

Bankruptcy Case No.: 05-18137

Type of Business: The Debtor operates an apparel store.

Chapter 11 Petition Date: September 8, 2005

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  Stewart & Irwin PC
                  251 East Ohio Street, Suite 1100
                  Indianapolis, Indiana 46204
                  Tel: (317) 639-5454

Total Assets: $3,196,240

Total Debts:  $1,295,417

Debtor's 3 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Marion County Auditor           Notice of tax sale       $54,958
841 City County Building
200 East Washington Street
Indianapolis, IN 46204

Pollard Electric, Inc.          Mechanic lien on         $22,325
267 East Washington Street      real property
P.O. Box 723
Mooresville, IN 46158

Lawrence Utilities, LLC         Utility services         $18,133
c/o Angela Pease Krahulik, Esq.
One American Square, Box 82001
Indianapolis, IN 46204


MERIDIAN AUTOMOTIVE: Committee Sues Lenders to Invalidate Liens
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, on Meridian
Automotive Systems, Inc., and its debtor-affiliates' behalf, wants
to avoid certain liens and claims of:

    * Credit Suisse First Boston, both as agent and individually,
    * Goldman Sachs Credit Partners L.P., as agent & individually,
    * ABN AMRO Bank NV,
    * ABN Amro,
    * Anchorage Capital Master Offs,
    * Anchorage Capital,
    * Bank of America NA,
    * Bank of America NT & SA,
    * Bank of America,
    * Barclays Bank PLC,
    * Bear Stearns Asset Management,
    * Bear Stearns Investment Produc.,
    * Black Diamond Capital Management LLC,
    * Black Diamond CLO 2000-1 Ltd,
    * Breakwater Fund Management, LLC,
    * Breakwater Master Fund Ltd.,
    * Carlyle Loan Opportunity FD,
    * Carlyle,
    * Caspian Capital,
    * Cerberus Partners (Madeleine),
    * Cerberus Partners LP,
    * Citibank International,
    * Citigroup Financial Products,
    * Citigroup Partners LP,
    * Comac Acquisition,
    * Credit Suisse International,
    * Credit Suisse,
    * CSFB International (Trading),
    * Davidson Kempner Partners,
    * Deutsche Bank Trust Co America,
    * Deutsche Bank,
    * DK Acquisition Partners L.P.,
    * Fernwood Associates LLC,
    * Fernwood Foundation Fund LLC
    * Fernwood Restructurings Ltd,
    * Goldman Sachs Asset Management,
    * Goldman Sachs Credit PTS LP,
    * Grand Central Sil Series,
    * GSC Partners,
    * GSC Recovery II LP,
    * GSC Recovery IIA LP,
    * Intermarket Management Corp.,
    * JME Management LLC,
    * JME Offshore Opportunity FD,
    * JME Offshore Opportunity II,
    * JP Morgan Chase Bank,
    * JP Morgan Chase,
    * Lehman Brothers Inc.
    * Lehman Commercial Paper, Inc.,
    * Longhorn CDO (Cayman) Ltd,
    * Mariner Atlantic,
    * Merrill Lynch Asset Management,
    * Morgan Stanley Broker/Dealer,
    * Morgan Stanley Senior Funding,
    * Oppenheimer & Co. (New York),
    * Oppenheimer Senior FL Rate,
    * Quadrangle Group LLC,
    * Quadrangle Master Funding Ltd,
    * Quantum Partners LDC,
    * Satellite Asset Management LP,
    * Satellite Senior Income Fund,
    * SilverPoint Capital,
    * Sol Loan Funding LLC,
    * Soros Partners,
    * Stanfield Capital Partners,
    * Stanfield Modena CLO Ltd,
    * Stanfield Quattro,
    * Stanfield RMF/ Transatlanticcdo,
    * Stonehill Capital Management,
    * Stonehill Institutional Partners,
    * Stonehill Investment,
    * TRS Callistro LLC,
    * TRS Stark LLC,
    * TRS SVCO LLC,
    * ULT CBNA Loan Funding LLC,
    * Wachovia Bank NA,
    * Wachovia Bank of NC,
    * Watershed Cap Inst Partners LP,
    * Watershed Capital Partners (Offshore),
    * Watershed Capital Partners LP,
    * Windward Capital, L.P.,
    * XER Cap PR AC Xerion PRT I LLC,
    * Xerion Capital Partners,
    * Xerion Partners II Master Fund, and
    * XL RE Ltd, and
    * some unidentified lenders.

                   The First Lien Credit Agreement

On April 28, 2004, Meridian Automotive Systems, Inc., entered
into a First Lien Credit Agreement with:

    * Credit Suisse First Boston, as First Lien Administrative
      Agent and First Lien Collateral Agent;

    * Goldman Sachs Credit Partners L.P., as Syndication Agent;
      and

    * certain additional lenders party thereto from time to time.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, relates that pursuant to the First Lien Credit
Agreement, the First Lien Lenders made available to MASI a $75
million revolving credit facility and a Tranche B Term Loan in
the principal amount of $235 million.

MASI and all of its affiliates that are guarantors under the
First Lien Credit Facility; and CSFB, as First Lien Collateral
Agent, also entered into a First Lien Guarantee And Collateral
Agreement dated April 28, 2004.  Under the First Lien Collateral
Agreement, the First Lien Guarantors granted a security interest
to CSFB for the ratable benefit of the First Lien Lenders in
substantially all assets of the First Lien Guarantors, including
all Investment Property as defined in the First Lien Collateral
Agreement.

Pursuant to a U.C.C. Financing Statement filed with the Delaware
Department of State on Apr. 28, 2004, CSFB asserted a lien on
all assets of Meridian Automotive Systems Composites Operations,
Inc.

On Oct. 18, 2004, CSFB filed a U.C.C. Termination Statement
with the Delaware Department of State, terminating and releasing
CSFB's lien with respect to all assets of Meridian Composites.

Pursuant to a U.C.C. Financing Statement filed with the Delaware
Department of State on April 21, 2005, CSFB asserted a lien on
all of Meridian Composites' assets.

                    The Second Lien Credit Agreement

On Apr. 28, 2004, MASI also entered into a Second Lien Credit
Agreement with:

    * CSFB, as Second Lien Administrative Agent and Second Lien
      Collateral Agent;

    * Goldman Sachs, as Syndication Agent; and

    * 20 lenders party thereto from time to time.

Pursuant to the Second Lien Credit Agreement, the Second Lien
Lenders made available to MASI a Tranche C Term Loan in the
aggregate principal amount of $175 million.

MASI and all of its affiliates that are guarantors under the
Second Lien Credit Facility and CSFB, as Second Lien Collateral
Agent, also entered into a Second Lien Guarantee And Collateral
Agreement dated as of Apr. 28, 2004.  Under the Second Lien
Collateral Agreement, the Second Lien Guarantors granted a
security interest to CSFB for the ratable benefit of the Second
Lien Lenders in substantially all assets of the Second Lien
Guarantors, including all Investment Property.

Mr. Taylor tells the Court that Section 5.8 of the First Lien
Collateral Agreement and Second Lien Collateral Agreement limits
the Lien Lenders' security interest in the stock of any Foreign
Subsidiary to 65% of that stock to the extent necessary to avoid
adverse tax consequence to any Grantor.

                         Avoidance Action

Pursuant to the DIP Order, the Official Committee is authorized
and has standing to file and prosecute an adversary proceeding
avoiding the First and Second Lien lenders' claims.

(A) Avoidance as a Preferential Transfer the First Lien Lenders'
     Asserted Lien on All Assets of Meridian Composites

     Mr. Taylor asserts that the Preferential Composites Financing
     Statement purported to perfect a security interest in all
     assets of Composites in favor of CSFB for the ratable benefit
     of the First Lien Lenders.

     Mr. Taylor tells the Court that the Preferential Composites
     Transfer:

        (i) occurred within the 90 days prior to the Petition
            Date;

       (ii) constitutes a transfer of an interest in one or more
            of the Debtors' property;

      (iii) was for the benefit of the First Lien Lenders, each of
            whom was a creditor of one or more of the Debtors
            prior to and at the time the Preferential Composites
            Transfer was made;

       (iv) was on account of one or more antecedent debts owed by
            the Debtors to the First Lien Lenders before the
            Preferential Composites Transfer was made;

        (v) was made while the Debtors, including Meridian
            Composites, were insolvent;

       (vi) will enable the First Lien Lenders to receive more
            than they would have if:

            -- the Debtors' Chapter 11 cases were cases under
               Chapter 7 of the Bankruptcy Code;

            -- the Preferential Composites Transfer had not been
               made; and

            -- the First Lien Lenders received payment of their
               debts under the provisions of the Bankruptcy Code.

     Thus, the Committee is entitled to a Court judgment avoiding,
     recovering, and preserving for the benefit of the Debtors'
     estates the Preferential Composites Transfer or its value,
     Mr. Taylor contends.

(B) Declaration of the Extent of the Guarantees Given by the
     Debtors for the First and Second Lien Lenders' Benefit

     Pursuant to the First Lien and Second Lien Collateral
     Agreements, each Guarantor's guarantee of MASI's obligations
     under the First Lien Facility and the Second Lien Facility is
     limited to the amount, which can be guaranteed by the
     Guarantor under applicable federal and state laws relating to
     the insolvency of debtors.

     Thus, Mr. Taylor asserts that any claims by the First Lien
     Lenders or the Second Lien Lenders against each of the
     Guarantors under the two Lien Collateral Agreements can be no
     greater than the equity value of each Guarantor as of the
     Petition Date.

(C) Declaration and Avoidance of the First Lien Lenders' and
     Second Lien Lenders' Security Interests in the Stock of
     MASI's Foreign Subsidiaries

     Mr. Taylor relates that upon information and belief, each
     Grantor under the First Lien Collateral Agreement and Second
     Lien Credit Agreement will suffer adverse tax consequences if
     the First Lien Lenders and Second Lien Lenders hold a
     security interest in excess of 65% of the Pledged Stock of
     the Foreign Subsidiaries.

(D) Declaration and Avoidance of First Lien Lenders' and Second
     Lien Lenders' Security Interests in Certain Assets of the
     Debtors

     Mr. Taylor relates that the First Lien Lenders and Second
     Lien Lenders assert that they hold a valid, perfected and
     enforceable security interest in:

        (1) certain assets of the Debtors which are located
            outside of the United States, including certain
            patents and patent applications registered or pending
            in various foreign countries;

        (2) certain vehicles owned by the Debtors;

        (3) the capital stock of Meridian Automotive Systems - DO
            Brasil LTDA;

        (4) three real properties owned by the Debtors:

               * 5214 Kraft Ave., Grand Rapids, Michigan;
               * 5292 Kraft Ave., Grand Rapids, Michigan; and
               * Grand River Ave., Fowlerville, Michigan;

        (5) the capital stock of Meridian Automotive Systems, S.
            de R.L. de C.V, MASM Employee Leasing Company, S. De
            R.L. de C.V., and MASM Employee Leasing Company
            Muzquiz Operations, S. De R.L. de C.V; and

        (6) the assets owned by Meridian Automotive Systems -
            Mexico Operations, LLC.

     Mr. Taylor argues that the First Lien Lenders and Second Lien
     Lenders have not taken the necessary steps to perfect any
     security interests they may have been granted in the Debtors'
     assets.  Therefore, the First Lien Lenders and Second Lien
     Lenders do not hold valid, perfected and enforceable security
     interests in the Debtors' assets.

(E) Declaration that the Lien Collateral Agreements are Void for
     Lack of Consideration with Respect to Meridian Automotive
     Systems - Mexico Operations, LLC

     Mr. Taylor contends that when MAS-Mexico executed the First
     Lien Collateral Agreement and Second Lien Collateral
     Agreement in June 2004, MAS-Mexico received no consideration
     from the First Lien Lenders and Second Lien Lenders.

     Thus, MAS-Mexico's pledge of its capital stock and guarantee
     of MASI's obligations under the First Lien Facility and
     Second Lien Facility is voidable for lack of consideration,
     Mr. Taylor asserts.

The Committee asks the U.S. Bankruptcy Court for the District of
Delaware to enter a judgment declaring:

    (1) void any security interest of the First Lien Lenders in
        the Centralia Facility;

    (2) that any interest of the First Lien Lenders and Second
        Lien Lenders in the stock of the Guarantors is limited to
        the equity value of the Guarantors as of the Petition
        Date, and the equity value of each of the Guarantors;

    (3) any security interest of the First Lien Lenders and Second
        Lien Lenders in the Pledged Stock of the Foreign
        Subsidiaries is limited to 65%, or the lesser amount as is
        appropriate, of the total capital stock of the Foreign
        Subsidiaries;

    (4) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Foreign Assets;

    (5) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Vehicles;

    (6) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the capital stock of MAS-Brazil;

    (7) that the First Lien Lenders and Second Lien Lenders have
        no lien in the Debtors' Michigan Real Property;

    (8) the First Lien Collateral Agreement and Second Lien
        Collateral Agreement void for lack of consideration with
        respect to MAS-Mexico:

          -- avoiding any security interest asserted by the First
             Lien Lenders and Second Lien Lenders in the capital
             stock of MAS-Mexico; and

          -- disallowing all claims of the First Lien Lenders and
             Second Lien Lenders against MAS-Mexico; and

    (9) that the Second Lien Lenders have no security interest in
        MAS-Mexico's assets.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Until Jan. 25 to Decide on Leases
------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend the deadline within which they must assume, assume and
assign or reject unexpired non-residential real property leases,
through and including Jan. 25, 2006, without prejudice to their
right to seek further extensions for cause.

As previously reported, the Debtors are party to at least 12
major facility lease agreements, which include leases for office
space locations and key production and warehousing centers.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that during the first 60
days of the Debtors' Chapter 11 cases, the Debtors have
concentrated on securing permanent financing as well as
stabilizing their business operations and managing a smooth
transition to operating under bankruptcy protection.  As a
result, the time elapsed since the Petition Date has not proved
sufficient for the Debtors to determine whether to assume or
reject their Real Property Leases.

The Debtors are proceeding with the goal of timely formulating a
confirmable plan of reorganization, and the progress made in
their cases warrants the requested further extension of the Lease
Decision Period, Mr. Kosmowski asserts.  "If the Debtors are
forced to prematurely assume the Real Property Leases, the
consequences might include the Debtors being required to pay cure
obligations under the Real Property Leases, and the elevation of
lessor claims to administrative expense status prior to
confirmation of a plan of reorganization."

Pending their decision to assume or reject the Real Property
Leases, the Debtors assure the Court that they will perform all
of their undisputed obligations arising as of the Petition Date
in a timely fashion, including payment of postpetition rent due.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Dec. 1 as Admin. Claims Bar Date
-----------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
establish Dec. 1, 2005, as the last day for filing written proofs
of claim on account of prepetition claims.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the proposed Bar Date Order
provides that each person or entity asserting a claim against one
or more of the Debtors is required to file a separate and
original proof of claim in the bankruptcy case of each Debtor
against whom the claim is asserted.  Each proof of claim must
substantially comply with Official Bankruptcy Form 10.

Proofs of Claim will be deemed timely filed only if actually
received by The Trumbull Group, LLC, the Debtors' claims and
noticing agent, on or before the Bar Date.

The persons or entities that are not required to file a proof of
claim on or before the Bar Date include:

    a. Any person or entity that has already properly filed a
       proof of claim against one or more of the Debtors with
       either Trumbull or the Clerk of the Court for the United
       States Bankruptcy Court for the District of Delaware;

    b. Any person or entity:

          (i) whose claim is listed in the Debtors' schedules of
              assets and liabilities, list of equity holders, and
              statement of financial affairs, or any related
              amendments;

         (ii) whose claim is not described as "disputed,"
              "contingent," or "unliquidated;" and

        (iii) who does not dispute the amount or classification of
              its claim as set forth in the Schedules;

    c. Professionals retained by the Debtors or the Official
       Committee of Unsecured Creditors pursuant to various Court
       orders who assert administrative claims for fees and
       expenses subject to the Court's approval pursuant to
       Sections 330, 331 and 503(b) of the Bankruptcy Code;

    d. Any person or entity that asserts an administrative expense
       claim against the Debtors pursuant to Section 503(b);

    e. The Debtors' current officers and directors who assert
       claims for indemnification or contribution arising as a
       result of their services to the Debtors;

    f. Any Debtor asserting a claim against another Debtor;

    g. Any direct or indirect non-debtor subsidiary of a Debtor
       asserting a claim against a Debtor; and

    h. Any person or entity whose claim against the Debtors has
       been allowed by a Court order entered on or before the Bar
       Date.

The Debtors propose that any person or entity that asserts a
claim against any Debtor arising from its rejection of an
executory contract or unexpired lease:

    (1) Where the order authorizing the rejection is entered on or
        before September 30, 2005, that person or entity must file
        a Proof of Claim based on the rejection on or before the
        Bar Date;

    (2) Where the order authorizing the rejection is entered after
        September 30, 2005, that person or entity must file a
        Proof of Claim on or before the later of:

           (i) the Bar Date;

          (ii) 30 days from entry of a Court order approving the
               rejection; or

         (iii) a certain date as the Court may fix.

Any person or entity that fails to timely file a Proof of Claim:

    (1) will be forever barred, estopped and enjoined from
        asserting a claim against the Debtors;

    (2) will not be treated as a creditor of the Debtors for the
        purposes of voting on any plan of reorganization in the
        Debtors' cases; and

    (3) will not receive or be entitled to receive any payment or
        distribution of property from the Debtors or their
        successors or assigns with respect to the Claim.

                        Bar Date Notification

Following the entry of a Court order fixing the Bar Date and no
later than September 30, 2005, the Debtors will provide notice of
the Bar Date to:

    -- the U.S. Trustee;

    -- the counsel to the Official Committee of Unsecured
       Creditors;

    -- the counsel to the administrative agent for the
       postpetition lenders;

    -- the counsel to the administrative agent for the prepetition
       lenders and the lenders under the first lien credit
       agreement;

    -- the counsel to administrative agent for the prepetition
       lenders and the lenders under the second lien credit
       agreement;

    -- U.S. Bank, National Association, as collateral agent for
       the subordinated noteholders and the subordinated
       noteholders under subordinated note agreement;

    -- all persons and entities who have requested notice pursuant
       to Rule 2002 of the Federal Rules of Bankruptcy Procedure
       as of the date of the Bar Date Order;

    -- all persons or entities listed in the Schedules;

    -- all known parties to executory contracts or unexpired
       leases with the Debtors;

    -- all known holders of equity securities in the Debtors as of
       the Petition Date;

    -- all taxing authorities for the jurisdictions in which the
       Debtors maintained or conducted business up to one year
       prior to the Petition Date;

    -- all known holders of Prepetition Claims against the Debtors
       and their counsel;

    -- all parties that have filed notices of appearance in the
       Debtors' cases;

    -- all entities which are parties to any litigation in which
       the Debtors are a party;

    -- the District Director of the Internal Revenue Service for
       the District of Delaware; and

    -- the Securities and Exchange Commission.

To provide creditors with sufficient information to file properly
prepared and executed Proofs of Claim in a timely manner, the
Debtors will publish the Bar Date Notice at least once
approximately 30 days prior to the Bar Date in the national
edition of The Wall Street Journal and in the national editions
of The New York Times, The Detroit Free Press and USA Today.

The Bar Date Notice and the Publication Notice will:

      (i) set forth the Bar Date;

     (ii) advise creditors under what circumstances they may file
          a Proof of Claim in respect of a Prepetition Claim;

    (iii) alert creditors to the consequences of failing to timely
          file a Proof of Claim;

     (iv) set forth the address to which Proofs of Claim must be
          sent for filing; and

      (v) notify creditors that (x) Proofs of Claim must be filed
          with original signatures, and (y) facsimile or e-mail
          flings of Proofs of Claim are not acceptable and are not
          valid for any purpose.

A hearing on the Debtors' request will be set only if responses
are received on or before Sept. 16, 2005.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIDLAND REALTY: Fitch Lifts Rating on $7.7-Mil Certs. to BB+
------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C2:

     --$5.1 million class H to 'AAA' from 'AA';
     --$12.8 million class J to 'BBB+' from 'BBB';
     --$7.7 million class K to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     --Interest-only class A-EC 'AAA';
     --$19.7 million class B 'AAA';
     --$28.2 million class C 'AAA';
     --$23 million class D 'AAA';
     --$7.7 million class E 'AAA';
     --$15.4 million class F 'AAA';
     --$12.8 million class G 'AAA'.

Fitch does not rate the $10.8 million class L-1 or the interest-
only class L-2 certificates.  The class A-1 and class A-2
certificates have paid in full.

The rating upgrades are due to the increase in subordination
levels resulting from loan payoffs and amortization.  As of the
August 2005 distribution date, the pool has paid down 72% to
$143.2 million from $512.1 million at issuance.  In addition, the
pool has paid down 6.4% since Fitch's upgrades in June 2005.

Six loans (3.6%) are currently in special servicing, all of which
are current.  Five of the specially serviced loans (2.8%) are
cross-collateralized and cross-defaulted and are secured by five
former Frank's Nursery & Crafts stores located in Michigan,
Minnesota, and New Jersey.  Based on November 2004 appraised
values, minimal losses, if any, are expected on these loans.

The sixth specially serviced loan (0.8%) is secured by a
multifamily property in Great Falls, MT.  This loan was
transferred to the special servicer, J.E. Robert Company, Inc., in
August 2005 due to imminent default.  JER is currently evaluating
workout options and loss expectations are uncertain at the present
time.


MIRANT CORP: Inks Pact with Committees & Creditors on Plan Terms
----------------------------------------------------------------
Mirant Corporation (Pink Sheets: MIRKQ) reached an agreement with
a number of the key constituencies in its Chapter 11 case
regarding the terms upon which it will emerge from bankruptcy
protection.

The deal sets forth the modifications that Mirant will make to its
currently pending Plan of Reorganization filed in March 2005, and
the terms on which the constituencies will support and recommend
the amended Plan's confirmation.

Parties to the accord include:

   -- the Debtors;
   -- Mirant Creditors' Committee;
   -- Mirant Americas Generation, LLC Creditors' Committee;
   -- Mirant Equityholders' Committee; and
   -- Phoenix Partners, acting as an ad hoc representative of the
      holders of the Mirant Trust I subordinated trust preferred
      securities.

An ad hoc committee comprised of Mirant bondholders also announced
their support for the arrangement.

"This agreement marks a major step forward in the company's
reorganization effort and is the product of a recent round of
intense negotiations between the company and its statutory
committees," said M. Michele Burns, Mirant's chief restructuring
officer and chief financial officer.  "The deal now permits
Mirant's constituencies to put their differences behind them and
work together to bring the business out of Chapter 11 quickly and
on terms that will clearly maximize the recovery of all
stakeholders."

"Although much remains to be done and there are a number of
important matters that still need to be addressed, such as
outstanding litigation, we are pleased that the momentum around
the company's exit from Chapter 11 is finally starting to build,"
said Burns.

Importantly, the Mirant Plan Term Sheet sets forth the financial
terms on which the value of the Mirant enterprise will be shared
among the company's stakeholders.  The Term Sheet affirms that all
MAG debt obligations will be satisfied in full and that MAG's
$1.7 billion of long-term debt will be reinstated.  The accord
clarifies the company's current intention to satisfy MAG's
approximately $1.5 billion of short-term debt and other
obligations with common stock in the reorganized parent company
for 10 percent of the amount owed with the balance to be paid in
cash.  Although the company plans to raise the cash through a
proposed $1.35 billion capital markets financing at its exit from
Chapter 11, it still reserves the right to issue new notes
directly to the creditors for this portion of their claims.  The
Term Sheet also specifies the methodology for calculating the
amount of interest that accrued on all MAG debt during the
pendency of the Chapter 11 case and provides details regarding
various credit support mechanisms to be provided under the POR by
the reorganized parent company for the benefit of MAG.

Under the Plan, as it is to be amended, approximately $6.5 billion
of unsecured debt and obligations at the parent level will be
exchanged for 96.25 percent of the remaining common stock
(exclusive of the above-noted MAG shares and shares reserved for
employee programs under the Plan).  This includes an agreed-upon
participation by Mirant's subordinated trust preferred securities,
which will receive 3.5 percent of the common stock (excluding the
MAG and employee shares) and warrants entitling the holders to
purchase 5 percent of the new common stock issued under the POR,
exclusive of employee shares.  The remaining common stock (3.75
percent excluding the MAG and employee shares) will go to the
company's current shareholders.  The shareholders will also
receive warrants to purchase an additional 10 percent of the
common stock of the company.

The Term Sheet also specifies that recoveries on the company's
avoidance actions (including the action against Mirant's former
parent, Southern Company) will trigger payments to be shared by
Mirant's former creditors and shareholders on a 50/50 basis.

                          New Officers

As part of the terms of the agreement, and upon the approval by
the Bankruptcy Court of the Amended Disclosure Statement, Mr.
Edward Muller, the former CEO of Southern California Edison's
merchant energy subsidiary, Edison Mission, will be elected to the
board of directors of Mirant and named chairman.  Mirant will also
request that the Court approve an employment agreement with Mr.
Muller as chief executive officer.  He will replace Mr. A.W.
Dahlberg, who has served as chairman of Mirant's board of
directors since 2000, and Ms. Marce Fuller, who has served as
Mirant's president and chief executive officer since 1999.

The agreement also provides that a new board of directors will be
formed consisting of Mr. Muller, Mr. A.D. Correll (a current board
member), six independent members selected jointly by the company
and the Mirant Creditors' Committee, and one independent member to
be chosen through a joint selection process with the Mirant Equity
Committee.

As a result of the agreement, Mirant and the committees asked
United States Bankruptcy Judge D. Michael Lynn, who has presided
over the case since its filing in July, 2003, to stop work related
to the ongoing valuation dispute in the case and schedule a
hearing to approve the company's soon-to-be amended disclosure
statement for Sept. 28, 2005.

"In granting the parties' request, the Judge praised the parties
for their efforts in developing the terms of a consensual plan and
indicated his willingness to drive a schedule that would make it
possible for the company to exit Chapter 11 by year-end," said
Thomas E. Lauria of White & Case, LLP, Mirant's lead counsel in
its bankruptcy case.

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 CORP: Court Okays $600K Sale of Transformers to Equisales
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the private sale by Mirant Americas, Inc., and Mirant
Wyandotte, LLC, of two power transformers including related
equipment and documentation to Equisales Associates, Inc.,
pursuant to a Purchase and Sale Agreement, dated as of
July 15, 2005.

The important terms of the Agreement are:

    1. Equisales will initially pay $120,000 of the Purchase
       Price, with the remaining $480,000 to be paid at the
       Closing Date.  If the Court does not approve the Sale, the
       Deposit will be returned to Equisales;

    2. The sale will close three days after Court approves the
       Purchase Agreement;

    3. The Debtors will deliver the Transformers' title to
       Equisales at Closing, on an "as is" and "where is" basis;

    4. Equisales will bear all taxes associated with the Sale; and

    5. If Equisales does not remove the Transformers on the
       Closing Date, the Debtors will provide storage space for up
       to 60 days after the Effective Date at no cost to
       Equisales.  The Debtors are free to remove the Transformers
       from the Site at the expiration of the 60-day period at
       Equisales' expense.

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: Court Denies Wells Fargo's Request for Documents
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied the request of Wells Fargo Bank, National Association to
compel Mirant Corporation and its debtor-affiliates to produce
certain documents in connection with its objection to the
Disclosure Statement.  Wells Fargo also wanted the Court to compel
the Debtors to provide a proper privilege log.

Wells Fargo is the Successor Trustee under an Indenture dated May
1, 2001, between Mirant Americas Generation, LLC, and Bankers
Trust Company.

Tracy L. Treger, Esq., at Gardner Carton & Douglas LLP, Chicago,
Illinois, noted that the Debtors' plan of reorganization
contemplates, among others, the reinstatement of the Long Term
Notes so that when MAGi emerges from bankruptcy, it will remain
obligated under those Notes until 2031.  "The Trustee's primary
concern with the Plan and Disclosure Statement is that they
contemplate transactions affecting the Holders of the Notes
without providing adequate information to determine precisely how
their rights and claims will be affected, and whether and to what
extent the transactions in the Plan may create defaults under the
Indenture [and] cure existing Indenture defaults."

In particular, Ms. Treger said, Wells Fargo sought more thorough
disclosures with respect to, among others:

    -- the formation of New MAG Holdco and the disposition of
       MAGi's stock in its existing subsidiaries in connection
       therewith;

    -- New MAG Holdco's incurrence of new debt and the granting
       of liens on its assets;

    -- the basis for separate classification and treatment of the
       Long Term Notes and Short Term Notes and the related basis,
       if any, for concluding that the treatment is feasible and
       will lead to full repayment; and

    -- the impact of the release of intercompany claims.

Concluding that the Plan and the Disclosure Statement were
deficient in many of these respects, Wells Fargo provided the
Debtors with both informal and formal objections, and propounded
the Discovery, Ms. Treger pointed out.  "The Debtors failed to
adequately respond to the majority of the Trustee's Discovery."

The Trustee has made numerous attempts to solicit the Debtors'
cooperation in obtaining the Discovery, yet, to date, the Debtors
have refused to comply, Ms. Treger told the Court.  "[I]t
appears that the Debtors are withholding information that the
Trustee needs to evaluate the Plan and the Disclosure Statement,
and are unwilling to avoid needless duplication of efforts by
responding to Discovery that relates to both issues of
confirmation and adequacy of the Disclosure Statement."

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


MOOG INC: Moody's Rates Planned $50 Million Sr. Sub. Notes at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Moog, Inc.'s
proposed $50 million senior subordinated notes, due 2015, to be
issued as an add-on to the company's existing $150 million notes,
originally issued in January 2005.  The company has a Ba2
Corporate Family Rating (previously called Senior Implied) with a
stable ratings outlook.

The purpose of the new notes offering is primarily to repay
approximately $50 million of senior secured revolving credit
outstanding, which had been drawn to fund the July 2005
acquisition of certain businesses from the Kaydon Corporation for
$72 million.  This acquisition was closely followed by the
purchase of FCS Control Systems for $46 million, funded primarily
by the company's cash balances.  The rating outlook is stable.

The ratings continue to reflect:

   * Moog's relatively modest debt levels, despite the increase in
     leverage that has ensued from debt financing of recent
     acquisitions;

   * its strong revenue growth across a number of military and
     commercial platforms; and

   * the expectation of continued strong cash flow generation to
     support its indebtedness.

These strengths are balanced against the concentration of the
company's revenue base among large aerospace OEM's and the U.S.
DoD, as well as the liabilities associated with Moog's under-
funded pension plan.  The stable rating outlook anticipates that
favorable business trends in the defense market and continued
recovery of commercial aerospace demand will support the company's
credit metrics and that the company will maintain its strong
liquidity profile.

Ratings or their outlook could be subject to downward revision if
the company were to undertake a large, leveraged acquisition, such
that free cash flow were to fall below 10% of debt, or if leverage
(debt/EBITDA, as measured using standard adjustments per Moody's
Ratings methodology report dated March 2005) were to remain above
3.5 times EBITDA for a prolonged period.  Conversely, ratings
could be revised upward if the company were to reduce debt while
consistently generating substantial cash flow, such that
debt/EBITDA were to fall below 3.0 times while free cash flow were
to exceed 25% of total debt over a sustained period.

Although Moog has increased debt by 25% as a result of funding
recent acquisitions, the company's debt levels remain modest
relative to the its earnings capacity.  Pro forma the acquisitions
and proposed refinancing transactions, as of June 2005, Moog has
$360 million of balance sheet debt, representing about 41% of
total capital.  Pro forma debt/EBITDA will remain manageable at
about 3.5 times, assuming only minimal contributions from the
acquired businesses in FY (ending September) 2005.

However, Moody's views this amount of leverage to be somewhat high
for this ratings category, having increased from about 3.0 times
as of LTM June 2005.  Pro forma interest coverage will remain
strong at about 4.5 times EBIT/interest for the same period.  Pro
forma free cash flow will be similarly robust at approximately 17%
of total debt.

Moody's also notes the positive incremental effect that the notes
offering has on the debt structure, moving about $50 million of
debt from senior secured facilities due 2008 to subordinated notes
due 2015, marginally improving liquidity while extending average
debt maturity.

Moog's recent business trends have facilitated steady revenue
growth and strong free cash flow generation.  Since FY 2002,
Moog's revenue has grown by over 40%, from $719 million as of FY
2002 to over $1 billion as of LTM June 2005.  Much of this growth
is attributable to the September 2003 acquisition of the Poly-
Scientific division of Litton Systems from Northrup Grumman for
$152 million, which provided about $130 million of revenue in FY
2004.  EBITDA has similarly increased, from about $105 million to
$140 million for the LTM June 2005 period on stable margins of
about 14%.  However, Moody's notes that the company's revenue base
is still relatively concentrated in the military sector (46% of FY
2004 sales), leaving the company particularly exposed to changes
in budget priorities related to key military aircraft and space
platforms on which Moog is a supplier.

Despite rapid growth, including recent acquisitions, Moog has been
able to maintain moderate levels of outstanding indebtedness, with
about $360 million of debt pro forma the proposed refinancing.
This demonstrates the company's recent strong operating
performance, which essentially allowed the company to complete
approximately $275 million of acquisitions since FY 2002 while
only increasing debt by about $45 million.

However, the rating agency remains cautious that the company could
pursue further acquisitions as part of its growth initiative.
Moody's notes the significant unused availability that will exist
under the company's revolving credit facility; Moog will have the
ability to draw the majority of the $190 million remaining under
its revolving credit facility without violating any covenants upon
close of the refinancing transactions.  While the existing ratings
could accommodate a smaller-sized strategically beneficial
acquisition, a heavily debt financed transaction in excess of $100
million could place downward pressure on the rating.

The ratings also continue to consider Moog's under-funded defined
benefit pension plans and the likelihood that pension funding
could cause a modest draw on cash in the near term.  As of
September 2004, the company reported a combined (U.S. and non-U.S.
plans) under-funded status of about $115 million on year-end
projected benefits of about $361 million.  The company has
contributed about $4 million to the plans in the year through June
2005, and plans additional contributions in the near term to
improve the plans' funding status.

The Ba3 rating assigned to the proposed add-on senior subordinated
notes, one notch below the Corporate Family Rating and the same as
the existing senior subordinated notes, reflects its junior status
in claim behind all current and potential future senior secured or
unsecured debt commitments.  The new notes are not guaranteed by
any of Moog's subsidiaries.

Furthermore, since all of the company's U.S. assets are pledged to
the $356 million senior secured credit facilities, these notes
lack the substantial collateral coverage that the senior bank debt
enjoys.  Notching on the subordinated notes may widen further from
the Corporate Family Rating if the company were to undertake a
material level of secured or unsecured debt financing senior to
these notes.

These ratings have been assigned:

   * $50 million senior subordinated notes due 2015, rated Ba3.

These ratings have been affirmed:

   * $150 million senior subordinated notes due 2015 of Ba3

   * Corporate Family Rating of Ba2

Moog, Inc., headquartered in East Aurora, New York, is a leading
designer and manufacturer of high performance precision motion
control products and systems for aerospace and industrial markets.
The company operates within four segments:

   * Aircraft Controls (43% of nine months ending June 2005
     revenues),

   * Space Controls (12%),

   * Industrial Controls (31%), and

   * Components (14%).

Moog had LTM 2005 revenues of about $1 billion.


MOOG INC: S&P Rates Proposed $50 Million Sr. Sub. Notes at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Moog Inc.'s proposed $50 million 6.25% senior subordinated notes
due 2015.  The notes will be issued via SEC rule 144A with
registration rights and will be an add-on to the company's
existing $150 million 6.25% subordinated notes issue.  The
proceeds will be used to repay revolver drawings, so leverage will
not change.  At the same time, Standard & Poor's affirmed its
ratings, including the 'BB' corporate credit rating, on the
aerospace supplier.  The outlook is stable.

"The ratings reflect Moog's participation in the cyclical and
competitive commercial aerospace and industrial markets, the
likelihood of debt-financed acquisitions, and the associated
integration risk," said Standard & Poor's credit analyst
Christopher DeNicolo.  "Ratings benefit somewhat from leading
positions in niche markets and generally above average for the
rating financial measures," the analyst continued.  East Aurora,
New York-based Moog is a leading provider of highly engineered
motion control systems for critical applications, including
aircraft flight controls and industrial processes.

Moog's largest segment, aircraft controls (43% of revenues for the
nine months ended June 25, 2005, 51% of segment profits), has
benefited recently from the recovery in the commercial aerospace
market, following a few years of weakness.  Military aircraft
sales have been largely flat, with reductions in the F-35 Joint
Strike Fighter (JSF) and V-22 Osprey tiltrotor business being
offset by growth on other programs.  Margins in this segment have
declined somewhat due to contract loss reserves on two aircraft
development programs.

Key future aircraft programs for Moog now in development include:

   * Boeing Co.'s new 787 jetliner,
   * the A400M military transport in Europe, and
   * the JSF.

Industrial sales (30%, 23%) have been higher in all major product
lines due to strengthening in the industrial economy, especially
in China.  The components group (15%, 17%) has benefited from
higher sales to the medical markets.  Sales in the space and
defense controls segment (12%, 9%) have shown solid growth so far
in 2005 reflecting stronger demand for products used on military
satellites.

Improvements in the commercial aircraft, space, and industrial
markets are likely to offset lower sales related to military
aircraft, in the near term.  Overall, credit protection measures
are expected to be appropriate for current ratings, including the
impact of possible additional small to mid-sized debt financed
acquisitions.  Standard & Poor's raised its ratings on Moog
earlier this year, and is unlikely to revise the outlook in the
near term absent a significant, unexpected change in the company's
business or financial risk profile.


MQ ASSOCIATES: Bondholders Agree to Amend Senior Note Indentures
----------------------------------------------------------------
MQ Associates, Inc., and MedQuest, Inc., consummated the consent
solicitations and effected certain amendments to:

     (i) the outstanding 12-1/4% Senior Discount Notes due 2012 of
         MQ Associates and the related indenture dated as of
         Aug. 24, 2004; and

    (ii) the outstanding 11-7/8% Senior Subordinated Notes due
         2012 of MedQuest and the related indenture dated as of
         Aug. 15, 2002.

As contemplated by the terms of the consent solicitations, the
Company received $20 million in cash as consideration for the sale
to an affiliate of J.P. Morgan Partners, LLC, of MQ Associates':

   * 20 million shares of preferred stock, and
   * warrants to purchase three million shares of common stock.

The Company previously announced on Aug. 15, 2005, that MQ
Associates, MedQuest (in the case of the 11-7/8% Notes), the
subsidiary guarantors of MedQuest (in the case of the 11-7/8%
Notes), and the trustees for each indenture executed and delivered
the supplemental indentures as a result of receiving the consent
of the holders of:

     (i) a majority of the aggregate principal amount at maturity
         of the 12-1/4% Notes and

    (ii) a majority of the aggregate principal amount of the
         11-7/8% Notes.

As a result of consummating the consent solicitations, the
supplemental indentures with respect to the respective indentures
governing the 12-1/4% Notes and the 11-7/8% Notes have become
effective.

The Company has received and accepted for payment consents
received from holders of approximately $135.8 million in aggregate
principal amount at maturity of the 12-1/4% Notes, and
$179.2 million in aggregate principal amount of the 11-7/8% Notes.
In consideration for the noteholders' consents, MQ Associates and
MedQuest, as applicable, will pay to each record holder who
validly consented, a consent fee in cash equal to:

     (i) $1.75 for each $1,000 principal amount at maturity of the
         12-1/4% Notes, and

    (ii) $2.50 for each $1,000 principal amount of 11% Notes.

In addition, the Company will pay to each record holder of Notes
as of the close of business, New York City time, on each of
Oct. 1, 2005, and Jan. 1, 2006 (and quarterly thereafter, if
applicable), a cash interest amount which will accrue from July 1,
2005 to (but not including) the earlier of:

     (i) the date that the Company has filed with the Securities
         and Exchange Commission its Annual Report on Form 10-K
         for the year ended Dec. 31, 2004, and all other past due
         periodic reports required to be filed; and

    (ii) if the Restatement Date has not occurred by Dec. 31,
         2005, the date that the Company receives a notice of
         default under the indenture governing either series of
         Notes from the applicable trustee or the holders of 25%
         of such series of Notes.

The Additional Interest Payment will accrue at a rate of 1.00% per
annum on the accreted value of the 12-1/4% Notes (as of the end of
the most recently completed fiscal quarter) and the principal
amount of the 11-7/8% Notes, and will be paid quarterly in arrears
on:

     (i) Oct. 15, 2005 (for the quarter ended Sept. 30, 2005) to
         the registered holders of Notes as of the close of
         business on Oct. 1, 2005;

    (ii) Jan. 15, 2006 (for the quarter ended Dec. 31, 2005) to
         the registered holders of Notes as of the close of
         business on Jan. 1, 2006 and, if applicable;

   (iii) on the 15th day of the month following the end of each
         subsequent calendar quarter to the registered holders of
         Notes as of the close of business on the first day
         immediately following the end of such quarter.

MQ Associates is a holding company and has no material assets or
operations other than its ownership of 100% of the outstanding
capital stock of MedQuest, Inc.  MedQuest is a leading operator of
independent, fixed-site, outpatient diagnostic imaging centers in
the United States.  These centers provide high quality diagnostic
imaging services using a variety of technologies, including
magnetic resonance imaging, computed tomography, nuclear medicine,
general radiology, ultrasound and mammography.  As of June 30,
2005, MedQuest operated a network of ninety-six centers in
thirteen states located primarily throughout the southeastern and
southwestern United States.

                         *     *     *

The Company's 12-1/4% senior discount notes due 2012 carry Moody's
Investors Service's and Standard & Poor's junk ratings.

As reported in the Troubled Company Reporter on March 18, 2005,
Standard & Poor's Ratings Services it lowered the corporate credit
ratings on MedQuest Inc., and its parent, MQ Associates Inc. to
'B' from 'B+'.  All the ratings remain on CreditWatch with
negative implications, where they were placed Feb. 16, 2005.


MQ ASSOCIATES: Lenders Waive Reporting Requirement Until Dec. 31
----------------------------------------------------------------
MQ Associates, Inc., and MedQuest, Inc., entered into a Fourth
Waiver and Third Amendment to their senior credit facility with a
consortium of lenders led by Wachovia Bank, National Association,
as Administrative Agent, Chase Lincoln First Commercial
Corporation, as Syndication Agent, and General Electric
Capital Corporation and Wachovia Bank, National Association,
as Co-Documentation Agents.

The amendment provides for:

     (i) the suspension until Dec. 31, 2005, of the Company's
         obligations to comply with the financial reporting and
         related delivery covenants in the senior credit facility;
         and

    (ii) the waiver of defaults and/or events of default in
         connection with the Company's failure to comply with the
         financial covenants and the Company's failure to deliver
         its financial statements.

The Waiver and Amendment imposes certain increased pricing and
additional information requirements until the financial statements
are delivered and the SEC reports have been filed.  In addition,
the Waiver and Amendment makes certain other changes to the senior
credit facility, including:

   -- modifying the levels of the financial covenants in the
      senior credit facility, and certain of the definitions used
      in calculating those covenants;

   -- adding a requirement that the Company's total leverage ratio
      and senior leverage ratio be below certain levels for the
      Company to be permitted to incur incremental term loan
      borrowings or to apply certain prepayments, including asset
      sale proceeds and excess cash flow amounts, to revolving
      loans rather than term loans, under the senior credit
      facility and imposing additional information covenants.

MQ Associates is a holding company and has no material assets or
operations other than its ownership of 100% of the outstanding
capital stock of MedQuest, Inc.  MedQuest is a leading operator of
independent, fixed-site, outpatient diagnostic imaging centers in
the United States.  These centers provide high quality diagnostic
imaging services using a variety of technologies, including
magnetic resonance imaging, computed tomography, nuclear medicine,
general radiology, ultrasound and mammography.  As of June 30,
2005, MedQuest operated a network of ninety-six centers in
thirteen states located primarily throughout the southeastern and
southwestern United States.

                         *     *     *

The Company's 12-1/4% senior discount notes due 2012 carry Moody's
Investors Service's and Standard & Poor's junk ratings.

As reported in the Troubled Company Reporter on March 18, 2005,
Standard & Poor's Ratings Services it lowered the corporate credit
ratings on MedQuest Inc., and its parent, MQ Associates Inc. to
'B' from 'B+'.  All the ratings remain on CreditWatch with
negative implications, where they were placed Feb. 16, 2005.


NAKOMA LAND: Wants to Hire Gold Mountain as Real Estate Broker
--------------------------------------------------------------
Gold Mountain Ranch, LLC and Sierra Highlands, Inc., through its
counsel, Alan R. Smith, Esq., ask the U.S. Bankruptcy Court for
the District of Nevada for permission to employ Gold Mountain Real
Estate, LLC, as their real estate broker.

The Debtors want to hire Margaret Garner to market and sell some
of their real properties located within the boundaries of the Gold
Mountain subdivision, including Gold Mountain Ranch Lot 213 and
all associated residential lots and villas held by Sierra
Highlands designated as lots 286 through 309, lot 395, all located
within the villa area and villa fractional timeshare sales.

Margaret Garner is the owner of Gold Mountain Real Estate, 50%
equity owner of Gold Mountain Ranch, corporate secretary and 50%
shareholder of Sierra Highlands

On August 9, 2005, the Court approved the sale of Lot 213.  Gold
Mountain Ranch has agreed to pay the broker a $14,000 commission
of the property's selling price of $140,000.  100% of the amount
will in turn be paid to the buyer's agent, William Kokorelis.

As a result, the Debtor Gold Mountain Ranch also asks the Court to
allow payments to Mr. Kokorelis an amount of $14,000 for his
services rendered.

As to the villa and factional ownership timeshare sales, the sales
agent will receive 100% of the $6,990 earned commission, with no
direct commission being retained by Gold Mountain Real Estate.

Although Margaret Garner discloses that her brokerage firm is an
unsecured creditor of Dragon Golf, Inc. and Sierra Highlands in
the total amount of $24,377, yet she assures the Court that she
does not hold or represent an interest adverse to the Debtors'
estates.

Headquartered in Reno, Nevada, Nakoma Land, Inc., and its debtor-
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at Law Offices
of Alan R. Smith represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed total assets of $18,000,000 and total debts
of $15,252,580.


NORTEL NETWORKS: Board Declares Dividends on Preferred Shares
-------------------------------------------------------------
Nortel Networks Limited's board of directors declared a dividend
on each of the outstanding Cumulative Redeemable Class A Preferred
Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-cumulative
Redeemable Class A Preferred Shares Series 7 (TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on November 14, 2005, to
shareholders of record of such series at the close of business on
October 31, 2005.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation was based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.


NORTHWEST AIRLINES: Duluth May Cut Off Ties Due to AMFA Strike
--------------------------------------------------------------
Peter Passi, writing for the News Tribune, reports that the City
of Duluth in Minnesota is considering whether or not to cut off
its ties with Northwest Airlines.  The airline company has its
maintenance base in Duluth.

Mr. Passi relates that at the onset of the Aircraft Mechanics
Fraternal Association workers' strike on August 19, Northwest
Airlines has closed the Duluth facility.  Even though Northwest no
longer employs mechanics in Duluth, the City is on the hook to pay
a $19 million state bond that helped fund maintenance base
construction.

Northwest pays the City $580,000 a year in lieu of paying
property taxes, per tax-increment financing agreement;

"One of the keys with the Northwest project for us was to bring
jobs to Duluth," Mark Winson, Duluth's chief administrative
officer told Mr. Passi, "Clearly, having Northwest paying rent on
an empty facility doesn't meet our objectives."

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.


OREGON STEEL: Moody's Upgrades $305 Million Notes' Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded its ratings for Oregon Steel
Mills, Inc., raising the company's corporate family rating to Ba3
from B1.  The upgrade considers the continuation of strong
financial performance and favorable steel market conditions, as
well as beneficial new investments the company is making to
bolster its asset and product base.  Oregon Steel's rating outlook
remains stable.

These ratings were raised:

   * $305 million of 10% guaranteed first mortgage notes
     due 2009 -- to Ba3 from B1; and

   * corporate family rating (previously called senior
     implied) -- to Ba3 from B1.

Overall, Oregon Steel is doing very well in the current steel
market environment.  For the 12 months ended June 30, 2005,
EBITDA/interest was almost 8x and debt to EBITDA was around 1.2x.
Cash and short-term investments were nearly $110 million at
June 30.  Some of the cash is earmarked for several projects the
company has underway, all of which are to be completed by the
first quarter of 2006.  While recognizing that there is a certain
amount of completion risk associated with these projects, Moody's
believes that the projects will be successfully completed and will
strengthen Oregon Steel's business platform.

As discussed more fully in our January 2005 upgrade of Oregon
Steel, Moody's believes the company's cash flow is, and will
continue to be, less variable than in the past due to strategic
changes the company has adopted since 2003, when new President and
CEO James Declusin joined Oregon Steel.  Two changes are
particularly worth noting as they have reduced volatility and done
so without any apparent lowering of profitability.  First, the
company closed the melt shop at the Portland mill and now utilizes
internationally purchased slabs for this mill.  The correlation
between slab and finished goods prices should help maintain more
stable margins over the long term.  Second, the lessened emphasis
on large diameter pipe has reduced the influence of this
notoriously volatile business on Oregon Steel's results.  Product
mix is now better balanced, with plate and coil being the mainstay
products for the Portland mill.  Oregon Steel is the only US plate
producer in the western US and it enjoys a favorable geographic
market niche.

Moody's credit concerns for Oregon Steel include:

   * the risk embedded in the construction and completion of three
     in-process investments;

   * lower-than-expected volume sales of plate and coil and rod
     and bar products; and

   * the company's limited external liquidity.

The three major investments Oregon Steel has underway include:

   * the installation of a new electric arc furnace at
     Rocky Mountain Steel Mills;

   * construction of a spiral weld pipe making facility at the
     Portland mill; and

   * upgrades to the Camrose large diameter pipe mill.

These projects are expected to be completed in 4Q05, 1Q06, and
mid-October 2005, respectively.  Moody's believes the risk
associated with these projects is modest as they all involve
proven technology.  The capital cost of these projects and related
improvements is approximately $70 million, some of which has
already been spent.  Oregon Steel's cash balance could fund the
remaining expenditures.  The benefits derived from these projects
include:

   * lower operating costs;
   * the capability to produce larger diameter;
   * thicker walled and higher grades of large diameter pipe; and
   * environmental compliance.

A surprising negative development through the first half of 2005
was the lower sales of plate and coil (from Portland) and rod and
bar (from RMSM).  Actual 1H05 tonnage for these products was
materially lower than sales in the first half of 2004, and lower
than the company's original 2005 estimates had indicated.  The
company attributes the declines to customers managing inventory
for these products.  In part, the reduced volumes have been in
reaction to the price increases that these products have
experienced.  The combined impact of the sales decline and a need
to build semi-finished inventory in advance of the planned melt
shop outage at RMSM has been a significant increase in inventory,
approximately $100 million since December 31, 2004.  Much of the
semi-finished inventory represents slabs and billets that were
purchased at prices higher than prevailing prices.  This raises
the potential for margin compression in the second half of the
year.

Finally, as noted, Oregon Steel's external sources of liquidity
are minimal.  The company established a new credit facility in
March 2005 that provides for a maximum borrowing of $35 million
for the sole purpose of issuing letters of credit.  The facility
matures March 29, 2006.  While recognizing that the company has a
large cash balance and should be cash flow positive in the second
half of the year, Moody's would prefer the company had a secondary
source of liquidity.

This is the second time Oregon Steel has been upgraded this year.
A further upgrade to its ratings is not likely in the near future.
An upgrade would require a material reduction of debt or an
extended period of solid results that withstand an economic
slowdown or challenging steel market conditions, as well as
increased external liquidity.

Oregon Steel Mills, Inc. operates two steel minimills with
finishing facilities, a pipe mill, and a structural tube facility,
all located in the western U.S. and Canada.  For the twelve months
ended June 30, 2005, it sold 1.54 million tons of steel products.
It has its headquarters in Portland, Oregon.


PACIFIC GAS: Can Direct Deutsche Bank to Release $743K from Escrow
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Pacific Gas & Electric Company to direct Deutsche Bank
Trust Company Americas to release $743,006 from the Class 5
Disputed Claims Escrow, plus interest, based on Nuevo Energy's
withdrawal of its Gas Claim.

Pursuant to its Plan of Reorganization, Pacific Gas is required to
establish one or more escrow accounts to set aside funds to make
distributions on Disputed Claims to the extent the Claims become
Allowed Claims.

Gary M. Kaplan, Esq., at Howard Rice Nemerovski Canady Falk &
Rabkin, in San Francisco, California, relates that on March 5,
2004, the Court directed Pacific Gas to set aside $743,006 in a
separate escrow account for Nuevo Energy Company's Class 5 claim.

The Nuevo Class 5 Claim was based on alleged damages incurred
because of purported lost gas production resulting from Pacific
Gas' discontinuance of certain service.

Pacific Gas objected to Nuevo's Gas Claim.  Nuevo Energy later
withdrew the Gas Claim to resolve Pacific Gas' Objection.

Mr. Kaplan told the Court that under an Escrow and Disbursement
Agreement between Pacific Gas and Deutsche Bank Trust Company
Americas, as escrow and disbursing agent, Deutsche Bank is
required to make payments from the Class 5 Escrow Fund to a
Class 5 claimant whose claim becomes an Allowed Claim.  Deutsche
Bank is also required to release funds to Pacific Gas for any
difference between the escrowed amount with respect to the claim
and the allowed amount of the claim.  To the extent any Disputed
Class 5 Claim is resolved pursuant to a settlement or is
disallowed by the Court, Pacific Gas may direct Deutsche Bank to
release the escrowed amount of that claim to Pacific Gas.

"The withdrawal of a Class 5 Claim should be treated consistently
with an order disallowing, or a settlement resolving, a Class 5
Claim," Mr. Kaplan contended.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 100; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PACIFIC GAS: Wants Partial Judgment on Lexington's $8-Mil Claims
----------------------------------------------------------------
Gary M. Kaplan, Esq., at Howard Rice Nemerovski Canady
Falk & Rabkin, in San Francisco, California, relates that Claim
No. 3648 was filed in a contingent, unliquidated amount and
included a number of specified components, by:

   * Lexington Insurance Company,
   * National Union Fire Insurance Company of Pittsburgh, Pa.,
   * American Home Assurance Company,
   * American International Specialty Lines Insurance Company,
   * AIU Insurance Company,
   * Starr Excess Liability Insurance Company, Ltd., and
   * other entities related to American International Group, Inc.

Pacific Gas and Electric Company objected to the Initial Claim on
various grounds, including the Claimants' failure to establish
the validity of the Claim or provide adequate supporting
documentation.

Subsequently, the Claimants filed Amended Claim No. 13511,
withdrawing all components of the Initial Claim and solely
asserting amounts allegedly owed by Pacific Gas with respect to a
certain Core Market Pool Performance Bond issued by American Home
Assurance Company on August 14, 2000, for California Power
Exchange Corporation's benefit.  The CalPX Bond secured the
performance of a number of CalPX market participants, including
Pacific Gas and Southern California Edison, including legal
expenses incurred by Claimants and legal expenses incurred by
CalPX.

While asserted in a contingent, unliquidated amount, the Amended
Claim sought to recover $8,151,110 from Pacific Gas, comprised
of:

   -- $7.5 million paid by AHAC to CalPX pursuant to an
      August 12, 2003 Settlement Agreement between them;

   -- $300,000 paid by AHAC to CalPX pursuant to the Settlement
      Agreement in reimbursement of CalPX's legal expenses in
      connection with litigation with respect to the CalPX Bond;
      and

   -- $351,110 incurred by AHAC in connection with litigation
      with respect to the CalPX Bond.

Mr. Kaplan tells the Court that the Amended Claim contained no
breakdown or supporting documentation with respect to the Claim
for CalPX Legal Expenses.

The Claimants supplemented the Amended Claim with Claim No. 13519
in March 2005, and further supplemented the Supplement Claim with
Claim No. 13520 in June 2005.

The Supplement Claims increased the amount of the Legal Expense
Claim to $395,541.  The Supplements still contained no breakdown
or supporting documentation with respect to the Claim for Legal
Expenses.

On June 24, 2005, at Pacific Gas' request, the Claimants produced
discovery responses, documents and billing records.  However, Mr.
Kaplan contends that neither the Claim nor the Billing Records
substantiate the Claimants' potential entitlement to recover from
Pacific Gas on their Claim for CalPX Legal Expenses.  The Billing
Records primarily relate to Southern California Edison rather
than Pacific Gas.

Mr. Kaplan argues that the portion of the Claim seeking recovery
for legal expenses must be disallowed in its entirety because the
Claimants' failed to establish validity or to provide adequate
supporting documentation.

Accordingly, Pacific Gas asks the Court to grant it partial
summary judgment and disallow the Claim for CalPX Legal Expenses.

Pacific Gas reserves all rights to address the other components
of the Amended Claim by summary judgment motion or otherwise.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 100; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PHOENIX INT'L: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Phoenix International Motorsports, LLC
        5640 North 7th Street
        Phoenix, Arizona 85014-2504

Bankruptcy Case No.: 05-17060

Type of Business: The Debtor is a motorcycle dealer.  See
                  http://www.phxmotorsports.com/

Chapter 11 Petition Date: September 8, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel, Ltd.
                  80 East Columbus Avenue
                  Phoenix, Arizona 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Total Assets: Not Provided

Estimated Debts: $100,000 to $500,000

Debtor's 17 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Peyton A. Cramer Survivors Trust                $112,000
   c/o Tiffany & Bosco (C. Kaup)
   2525 East camelback Road, 3rd Floor
   Phoenix, AZ 85016-4237

   Kawasaki Motors Finance Corporation              $10,474
   9950 Jeronimo Road
   Irvine, CA 92618

   Parts Unlimited                                   $4,132
   P.O. Box 5222
   Janesville, WI 53547

   Iron Horse                                        $3,449

   Kawasaki Parts Account                            $2,501

   GE Commercial Distribution                        $2,166

   GE Commercial Distribution                        $1,657

   Tucker Rocky                                      $1,454

   GE Commercial Distribution                          $692

   Motor Cycle Stuff                                   $661

   Ducati North America                                $502

   Lockhart Phillips                                   $470

   Wurth California                                    $349

   Interstate Batteries                                $103

   Malaguti USA                                         $38

   Triumph Motorcycles - Parts                          $23

   North Valley Honda                                    $8


PONDEROSA PINE: Employs Cuyler Burk as Insurance Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Ponderosa Pine Energy, LLC, and its debtor-affiliates permission
to employ Cuyler Burk, LLP, as their special insurance counsel,
nunc pro tunc to May 4, 2005.

As previously reported in the Troubled Company Reporter on
Aug. 17, 2005, Cuyler Burk will advise the Debtors on insurance
matters.  Cuyler Burk will also provide counsel in prosecuting
claims under first party policies of insurance for losses to power
generating equipment, including claims arising out of turbine
blades.

Stephen Cuyler, Esq., a partner at Cuyler Burk, discloses the
current hourly rates of professionals who will work in the
engagement:

      Designation                        Hourly Rate
      -----------                        -----------
      Senior Partners                        $350
      Partners                               $325
      Of Counsel                             $300
      Senior Associate                       $190
      Associate                              $175
      Paralegals                              $90

Stephen Cuyler assures the Court that his firm does not represent
any interest materially adverse to the Debtors or their estates.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PONDEROSA PINE: Hires FTI Consulting as Financial Advisor
---------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of New Jersey to employ FTI Consulting, Inc., as their
financial advisor, nunc pro tunc to April 13, 2005.

As previously reported in the Troubled Company Reporter on
June 16, 2005, Elliot Fuhr, a member of FTI Consulting, disclosed
that FTI Consulting's professionals' bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Senior Managing Director        $560 - $625
      Managing Director               $520 - $560
      Director                        $415 - $495
      Consultant                      $310 - $385
      Associate                       $205 - $280

FTI Consulting will not be able to provide services that are
potentially adverse to Enron Corporation.  Should the need arise,
the Debtors believe that they will be able to obtain the services
of other financial advisors as to specific matters concerning
Enron.

Elliot Fuhr assures the Court that FTI Consulting does not
represent any interest materially adverse to the Debtors or their
estates.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PONDEROSA PINE: Employs Paul Hastings as Regulatory Counsel
-----------------------------------------------------------
Ponderosa Pine Energy Partners, Ltd., and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the District of New Jersey to employ Paul, Hastings, Janofsky &
Walker LLP as their special litigation and regulatory counsel,
nunc pro tunc as of June 1, 2005.

The Debtors own an electric cogeneration plant located in
Cleburne, Texas.  The Cogeneration Plant produces electric energy
and distilled water -- a form of useful thermal energy.

The Debtors are party to a Power Purchase Agreement dated
Nov. 1, 1993, with Brazos Electric Power Cooperative, Inc.,
Under the PPA, Brazos is obligated to purchase substantially all
of the electric energy produced by the Cogeneration Plant for a
period of 23 years.  The PPA, the primary asset of Ponderosa, is
the source of substantially all of Ponderosa's revenues.

The Debtors want Paul Hastings to continue providing legal
services including:

   (a) the arbitration before the American Arbitration Association
       known as Commercial Arbitration No. 71 198 00323 01, Brazos
       Electric Power Cooperative, Inc., as Claimant v. Tenaska IV
       Texas Partners, Ltd., as Respondent.

       Paul Hastings will:

       -- be the lead counsel on all matters related to the AAA
          Arbitration, including, any appeals, motions, pleadings
          and responses, negotiations or appearance on the
          Debtors' behalf in the bankruptcy case, state court or
          federal court related;

       -- assist the Debtors in disclosing the nature, scope and
          facts surrounding the Arbitration; and

       -- provide legal advice and recommendations on the impact
          and status of the Arbitration in the disclosure
          statement or other pleadings filed with the Bankruptcy
          Court.

   (b) the administrative proceedings before the Federal Energy
       Regulatory Commission.

       Paul Hastings will:

       -- provide legal advice on specific regulatory issues
          affecting the Debtors; and

       -- assist the Debtors in disclosing the nature, scope and
          facts surrounding the prepetition regulatory issues in
          the disclosure statement or other pleadings filed with
          the Bankruptcy Court.

   (c) the Debtors' prepetition corporate structure and corporate
       knowledge.

       Paul Hastings will assist the Debtors and act as a general
       resource for corporate issues if the Debtors or Lowenstein
       Sandler PC, their bankruptcy counsel, specifically ask
       their services in those areas.

Paul Hastings will work closely with Lowenstein and the Debtors'
other legal professionals to ensure that there will be no
duplication of services.

John D. Hawkins, Esq. a member at Paul, Hastings, Janofsky &
Walker LLP, discloses that the Firm received $72,102.87 for
services rendered and expenses within 90 days of bankruptcy
filing.

As of Debtors' bankruptcy petition date, Paul Hastings has
$2,018,463 outstanding claims against the Debtors.

The hourly rates of professionals to be engaged are:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $395 - $710
      Counsel                         $355 - $620
      Associates                      $200 - $475
      Paralegals/Clerks                $55 - $215

The Debtors believe that Paul, Hastings, Janofsky & Walker LLP
do not represent or hold any interest adverse to them under
Section 327(e) and modified by Section 1107(b) and 328 of the U.S.
Bankruptcy Code.

With more than 950 lawyers in 17 offices around the globe, Paul,
Hastings, Janofsky & Walker LLP -- http://www.paulhastings.com/
-- represents clients in corporate, employment, litigation, real
estate and tax matters.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PNC MORTGAGE: Scheduled Paydown Prompts Fitch's Rating Upgrades
---------------------------------------------------------------
Fitch Ratings has taken these actions on PNC Mortgage Acceptance
Corp. commercial mortgage pass-through certificates, series 1999-
CM1:

Fitch upgrades these classes:

     --$34.2 million class A-3 to 'AAA' from 'AA-;
     --$13.3 million class A-4 to 'AA' from 'A+';
     --$24.7 million class B-1 to 'A' from 'BBB+';
     --$9.5 million class B-2 to 'BBB+' from 'BBB'.
     --$10.5 million class B-6 to 'BB-' from 'B+';
     --$5.7 million class B-8 to 'B' from 'B-'.

In addition, Fitch affirms these classes:

     --$30.7 million class A-1A at 'AAA';
     --$433.7 million class A-1B at 'AAA';
     --Interest-only class S at 'AAA';
     --$39.9 million class A-2 at 'AAA'.

Fitch does not rate classes B-3, B-4, B-5, B-7, C, and D
certificates.

The rating upgrades reflect the increased credit enhancement
levels due to scheduled amortization, paydown and defeasance.  As
of the August 2005 distribution date, the pool's aggregate
collateral balance has been reduced by approximately 12.8%, to
$663 million from $760.4 million at issuance. Eight loans (10.8%)
have defeased, including the third largest loan.

Currently, four loans (1%) are in special servicing.  The largest
specially serviced loan is secured by an office building in Fort
Lauderdale, FL and is currently 90+ days delinquent.  The special
servicer has indicated that a refinancing of the loan is in
process. No loss is expected upon resolution of this loan.

The second specially serviced loan is collateralized by a 64-unit
apartment complex in Covington, GA.  This loan transferred to the
special servicer in August 2005 for 60+ days delinquency.  The
special servicer is in the process of negotiating a workout; no
loss is anticipated on the property.


PROTOCOL SERVICES: Taps Murray Devine as Valuation Experts
----------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of California for
permission to employ Murray, Devine & Co. Inc., as their valuation
experts.

Murray Devine will:

   1) provide business enterprise valuation of the Debtors in
      connection with their corporate restructuring chapter 11
      protection;

   2) render expert witness services and consulting in connection
      with their chapter 11 cases and assist in establishing the
      Debtors' going concern value as a guide in formulating a
      plan of reorganization; and

   3) provide all other business valuation and consulting services
      to the Debtors that are necessary in their chapter 11 cases.

Francis X. Devine, an Executive Vice-President of Murray Devine,
disclosed that his Firm received a $50,000 one-time Valuation Fee.

Mr. Devine reports Murray Devine's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Principals               $375
    Sr. Vice-Presidents      $325
    Vice-Presidents          $275
    Analysts                 $175

Mr. Devine assures the Court that Murray Devine does not represent
any interest materially adverse to the Debtors or their estates.

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: Wants to Continue Hiring Ordinary Course Profs.
------------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of California for
permission to continue to employ, retain and pay professionals
they turn to in the ordinary course of their businesses without
bringing formal employment applications to the Court.

In the ordinary course of their businesses, the Debtors employ
various professionals, including accountants and attorneys, to
render services relating to numerous issues in connection with
their business operations.

The Debtors explain that it would be unduly burdensome on their
part to require each Ordinary Course Professional to submit formal
individual employment and compensation applications to the Court.
Additionally, some of the Ordinary Course Professionals are
unfamiliar with the fee application process in a chapter 11 case
and they might be less inclined to work with the Debtors if they
were forced to adhere to those requirements.

The Debtors assure the Court that:

   1) no Ordinary Course Professional will be paid in excess of
      $15,000 per month and the aggregate income for all the
      Professionals will not exceed $50,000 over any consecutive
      three-month period;

   2) if an Ordinary Course Professional income exceeds $15,000
      per month, that Professional will be required to submit a
      formal employment and compensation application to the Court;
      and

   3) no Ordinary Course Professional will be involved in the
      administration of the Debtors' chapter 11 case.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest adverse to the Debtors, their creditors
and other parties in interest.

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


QUADRAMED: Names Keith Hagen President & Chief Executive Officer
----------------------------------------------------------------
QuadraMed(R) Corporation (AMEX:QD) appointed Keith B. Hagen to
the post of President and Chief Executive Officer, effective
Oct. 17, 2005.  Mr. Hagen will also become a member of the
QuadraMed Board of Directors.  Lawrence P. English, who has led
the Company as CEO since 2000, will continue as Executive Chairman
until December 31, 2005 and will continue to serve as a Director
thereafter.  On Jan. 1, 2006, Robert L. Pevenstein, currently the
Lead Independent Director, will become Non-Executive Chairman of
the Board.

In a letter to employees announcing the transition, Mr. English,
who reached his 65th birthday in July, said, "Keith Hagen is
exactly the kind of leader the Company needs for the future.  I
personally recruited him and recommended him to the Board.  He is
a growth oriented executive with a strong background in healthcare
technology.  Although you can be assured I will remain a very
active member of the Board of Directors, I also believe it is
appropriate for me, after a reasonable transition period, to
relinquish the Chairman title.  Bob Pevenstein is well qualified
to assume that post, and he meets all of the requirements of an
independent director."

"What a perfect time for me to join QuadraMed," said Mr. Hagen.
"Larry English has succeeded in resolving the financial issues
that were holding the company back.  The Affinity product
continues to be ranked number one in the KLAS survey and the
Quantim medical records products are leading the industry in
innovation.  The combination of a company with both solid business
fundamentals and top ranked products is hard to beat.  Having
spent 21 years in healthcare technology, I have a strong
appreciation for the complexities faced by our hospital customers.
As CEO, I will be focused on proving our commitment to our
customers, and to our products," he added.

Mr. Hagen, 42, began his career as a programmer and rapidly rose
to the post of Chief Technology Officer at Compucare, a company
acquired by QuadraMed in 1999.  In 2000, he joined Sunquest
Information Systems (NASDAQ:SUNQ), where he served as a member of
the executive team that sold Sunquest to Misys PLC in 2001.  From
2001 to 2003, he served as Senior Vice President, Product
Development and Chief Technology Officer for Misys Healthcare
Systems.  Since February 2003, he has served as President of M.
Transaction Services, Inc. in Austin, Texas, a Misys Company.

In a separate letter to employees, Lead Independent Director Mr.
Pevenstein explained that the plan to separate the Board
Chairmanship from the CEO position is consistent with good
corporate governance.  He went on to praise Mr. English for his
leadership of the Company through a very difficult period.  He
noted that English had saved QuadraMed from almost certain
bankruptcy in 2003, restructured the balance sheet twice, retired
all of the Company's long-term debt, and restored the Company to
its first profitable quarter in years.

QuadraMed Corp. -- http://www.quadramed.com/-- is dedicated to
improving healthcare delivery by providing innovative healthcare
information technology and services.  From clinical and patient
information management to revenue cycle and health information
management, QuadraMed delivers real-world solutions that help
healthcare professionals deliver outstanding patient care with
optimum efficiency.  Behind our products and services is a staff
of almost 700 professionals whose experience and dedication to
service has earned QuadraMed the trust and loyalty of customers at
approximately 2,000 healthcare provider facilities.

                         *     *     *

                      Material Weaknesses

In connection with its evaluation of the effectiveness of the
Company's internal controls over financial reporting as of
Dec. 31, 2004, the Company's management discovered two control
deficiencies in the Company's revenue cycle related to the
Company's conversion of its financial records to its principal
financial software, PeopleSoft:

   (i) The review and supervision of the data entry and
       contract activation process in connection with the
       conversion of data for the PeopleSoft modules was
       inadequate to detect errors in these areas prior to
       contract activation.

  (ii) Not all of our legacy contracts were converted completely
       into the new PeopleSoft module, requiring the continued
       need for manual review, impairing management's ability to
       effectively review, monitor, and investigate movements in
       customer account balances, and limiting the Company's
       ability to create meaningful deferred revenue roll-forward
       analysis on a timely basis.

As of June 30, 2005, these control deficiencies have not been
remediated.  The Company believes that, both individually and in
the aggregate, these control deficiencies continued to constitute
material weaknesses in its internal controls over financial
reporting as of June 30, 2005.  These weaknesses resulted in more
than a remote likelihood that a material misstatement could occur
in the Company's annual or interim financial statements and not be
prevented or detected.  In fact, these material weaknesses
resulted in errors, which were not detected on a timely basis at
Dec. 31, 2004, and June 30, 2005.  None of these errors, however,
resulted in any material adjustments to the Company's financial
statements.

BDO Seidman, LLP, previously noted a matter involving internal
control that they considered to be a material weakness after it
audited the Company's financial statements for 2003.

"The Company continues to invest significant effort and resources
to eliminate these deficiencies in internal controls, and will
continue to do so throughout 2005," Mr. English, disclosed in its
Form 10-Q filing for the period ended June 30, 2005.  "We will
not, however, be in a position to change our current assessment of
internal controls until we perform a comprehensive assessment of
such controls as part of our 2005 Sarbanes-Oxley Section 404
procedures later this year and into early 2006."


RELIANCE GROUP: Asks Court to Approve Lloyd's Settlement Agreement
------------------------------------------------------------------
Prior to being placed in liquidation, Reliance Insurance Company
issued a Business Owners Policy to a limited partnership to
construct a 12-unit condominium in San Diego, California, known
as Pershing Park Villas.  The Policy was effective from June 1,
1985, through June 1, 1986.

In the early 1990s, the Pershing Park Villas Homeowners'
Association filed an action against the Limited Partnership
asserting construction defect claims.  The Limited Partnership
tendered the defense of the action to RIC.  RIC defended the
action for two years but withdrew in January 1994 because the
claimed damage did not occur during the policy period.  A
$300,000 default judgment was taken against the members of the
defendant Limited Partnership, all of whom filed for bankruptcy
between August 1994 and July 1995.

On July 20, 1995, the Limited Partnership filed a bad faith
action against RIC.  Early in 1998, the jury awarded $27,000,000
in damages against RIC.  A trial court later reduced this amount
to $5,250,000, plus interest and attorneys' fees.  RIC
subsequently reached a settlement with the Limited Partnership
for $5,700,000.

RIC was covered for the Pershing Park Settlement under a blended
insurance policy, bearing Policy No. QA9500554, issued by Certain
Underwriters at Lloyd's, London.  RIC sought coverage for its
losses pursuant to the Policy.

Brian E. Goldberg, Esq., at Orrick, Herrington & Sutcliffe, in
New York City, recounts that RIC and the Lloyd's Underwriters
disagreed on the nature of RIC's losses under the Pershing Park
Settlement and the scope of coverage provided by the Policy.
However, RIC and the Lloyd's Underwriters agreed that a
substantial portion of the losses was covered by the Policy.
Zurich Reinsurance (London) Limited subscribed to 15% of the
Policy and is responsible for 15% of the coverage.

In January 2001, RIC and the Underwriters reached a settlement
agreement whereby the Underwriters agreed to pay RIC 85% of the
amount covered by the Policy, or $1,640,000.  The Commonwealth
Court approved the Agreement on January 31, 2005.

However, since the Settlement Agreement does not become effective
until approved by the both Commonwealth Court and the U.S.
Bankruptcy Court for the Southern District of New York, the
Official Committee of Unsecured Creditors and M. Diane Koken,
Insurance Commissioner of the Commonwealth of Pennsylvania as
Liquidator of RIC, jointly ask Judge Gonzalez to approve the
Settlement Agreement.

Any settlement with Zurich Reinsurance (London) Limited will be
part of a separate motion, Mr. Goldberg explains.

             Court Must Approve Settlement Agreement

The Settlement Agreement will result in a favorable outcome for
the RGH estate and its creditors, Mr. Goldberg tells Judge
Gonzalez.  Pursuant to a separate agreement between RIC and
Reliance Group Holdings, 12.5% of the $1,640,000, or $205,000 of
the Policy proceeds will be paid to RGH.  The $205,000 does not
constitute "New Cash" as per the PA Settlement.

Furthermore, the Underwriters Policy and the Settlement Agreement
are separate from the insurance policies issued by the Lloyd's
Underwriters that are subject to the PA Settlement, Mr. Goldberg
explains.  Therefore, the Settlement Agreement will result in the
realization of additional proceeds for RGH and RIC estates.

The Liquidator has also determined that the settlement is fair
and reasonable and appropriate under the circumstances, Mr.
Goldberg adds.

Although the parties still dispute whether $340,000 in additional
Policy proceeds are due to the RIC estate in connection with the
Pershing Park Settlement, the parties have reserved their rights
and will negotiate to resolve their differences, Mr. Goldberg
assures the Court.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RESTAURANT CO: Moody's Rates $190 Million Sr. Unsec. Notes at B2
----------------------------------------------------------------
Moody's Investors Service rated at B1 and B2, respectively, the
proposed revolving credit facility and senior unsecured notes of
The Restaurant Company.  Moody's also assigned a Speculative Grade
Liquidity Rating of SGL-2.  The Restaurant Company operates the
"Perkins" chain of family dining restaurants.  Net proceeds from
the new debt plus equity from the new owner Castle Harlan will
finance the leveraged buyout of the company.

The fundamental ratings consider:

   * the company's high financial leverage and limited free
     cash flow;

   * the high competition among family dining restaurant chains;
     and

   * the uncertain success of more ambitious store development
     plans.

However, supporting the ratings are the stability of sales and
restaurant margins and the established position of Perkins as a
multi-regional family dining restaurant operator.  The rating
outlook is stable.

These ratings are assigned (subject to review of final
documentation):

   -- $ 25 million secured revolving credit facility at B1;

   -- $190 million senior unsecured notes (2013) at B2;

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2; and

   -- Speculative Grade Liquidity Rating at SGL-2.

The ratings reflect:

   * the high financial leverage (especially when adjusted for
     operating lease obligations) and low fixed charge coverage;

   * the uncertain results from a more ambitious store development
     program; and

   * the limited liquidity resources beyond operating cash flow.

The high degree of competition in the mature family dining
category and the vulnerability to price variations for commodities
such as dairy and chicken also are significant business risks
facing the company.

However, the ratings recognize:

   * the strong average unit volume and solid store level margin
     of Perkins among family dining restaurants;

   * Moody's expectation that the company will fund its capital
     investment program from internally generated cash flow; and

   * the established position of Perkins in several regions.

The medium-term flexibility of capital investment, the potential
for increased outside sales at the Foxtail bakery subsidiary, and
the stability of high-margin royalty payments from franchisees
also positively impact Moody's perception of the company.

Moody's belief that operating cash flow will exceed Perkins's
obligations over the next twelve months and our expectation that
the company will comfortably maintain compliance with its
quantitative bank loan covenants support the good liquidity rating
of SGL-2.  Moody's anticipates that incremental utilization of the
$25 million revolving credit commitment (beyond $6 million to
cover Letters of Credit) will be minimal.  The use of all assets
to collateralize debts and Moody's opinion that asset orderly
liquidation value falls well below the current debt balance limit
the liquidity rating.  Moody's expects that the company will
generate at least $35 million of EBITDA over the next twelve
months, while cash outflows are expected to include about $20
million for interest payments and $12 million for capital
expenditures.

The stable rating outlook reflects Moody's expectations that the
company's financial profile will improve as it:

   1) increases revenue mostly from new store openings; and

   2) reduces leverage through growing cash flow.

A decline of stable performance levels at the new and/or existing
stores, financial difficulties at a significant proportion of
franchisees, or failure to maintain a comfortable liquidity
cushion would place downward pressure on the ratings.  Over the
longer term, ratings could move upward as the company achieves
good returns on investment with the planned new store development
program and makes meaningful progress at improving debt protection
measures (such as lease adjusted debt falling below 5 times and
fixed charge coverage approaching 2 times).

The B1 rating on the proposed bank loan (to be comprised of a
$25 million Revolving Credit Facility) considers:

   * the collateral provided by all tangible and intangible assets
     of the Borrowers and subsidiaries;

   * the pledge of all capital stock of the Borrowers and their
     subsidiaries; and

   * the guarantees of all subsidiaries.

The most important asset is the royalty stream from more than 330
franchisee contracts.  Moody's notes that goodwill will comprise
about two-thirds of the post-transaction balance sheet.  The small
size of the secured bank loan rating supports the rating relative
to the Corporate Family Rating, but the off-balance sheet burden
of substantial operating lease obligations limits the differential
to one notch.  After about $6 million for letter of credit
support, $19 million of the Revolving Credit Facility commitment
will be available for immediate liquidity.

The B2 rating on the senior notes recognizes that this debt is
guaranteed by the company's operating subsidiaries.  The notes are
effectively subordinated to the bank loan and rank equally with $7
million of trade accounts payable.  In a hypothetical default
scenario with the revolving credit facility fully utilized,
Moody's expects that most recovery for this unsecured debt class
would result from residual enterprise value.

Pro-forma for this financing transaction, lease adjusted debt
equals 6 times EBITDAR and fixed charge coverage is near 1 time.
Average unit volume of about $2.0 million and restaurant EBITDAR
margin of around 16% have remained steady for many years.  The new
owner intends to invest most excess cash flow in new store
development with the purpose of growing enterprise value, in
contrast to the recent history of paying down debt.  Moody's
expects that lease adjusted leverage will fall towards 5 times and
fixed charge coverage will approach 1.5 times within the next few
years as the new stores yield incremental benefits.

The Restaurant Company, headquartered in Memphis, Tennessee,
operates 152 and franchises 331 Perkins Family Restaurants.  The
company also produces bakery items goods for internal use and
external sale through its Foxtail subsidiary.  Revenue for the
twelve months ending July 10, 2005 was $348 million.


RHODES INC: Has Until December 31 to Make Lease-Related Decisions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended, until Dec. 31, 2005, the period within which Rhodes,
Inc., and its debtor-affiliates can elect to assume, assume and
assign, or reject certain of their unexpired nonresidential real
property leases.

The Debtors reminded the Court that it entered an order on
Aug. 16, 2005, authorizing them to conduct Going Out of Business
store closing sales for their remaining retail store locations.

The Debtors explained that they are tenants to at least 14
unexpired nonresidential real property leases that they have not
previously assumed or rejected.  Those leases remain in effect and
have not expired or been terminated according to their respective
terms.

The Debtors' 14 remaining unexpired leases are located in the
states of Indiana, Illinois, Kentucky and Missouri, collectively
called the Midwest Leases.  The extension is therefore necessary
to permit the Debtors to fulfill their obligations under the
Midwest Going Out of Business Order and dispose of the Midwest
Leases.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing 14 stores).  The Company
and two of its debtor-affiliates filed for chapter 11 protection
on Nov. 4, 2004 (Bankr. N.D. Ga. Case No. 04-78434).  Paul K.
Ferdinands, Esq., and Sarah Robinson Borders, Esq., at King &
Spalding represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
estimated less than $50,000 in assets and $10 million to
$50 million in debts.


SEA STREET RESTAURANT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Sea Street Restaurant Group, Inc.
        dba The Fox and Hound
        123 Sea Street
        Quincy, Massachusetts 02169

Bankruptcy Case No.: 05-18110

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: September 7, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law offices of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, Massachusetts 02184
                  Tel: (781) 848-5980

Total Assets: Not Provided

Total Debts:  Not Provided

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


SHORE POINT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shore Point Management Company
        dba Ocean Pointe Inn
        2101 South Atlantic Avenue
        Daytona Beach, Florida 32118

Bankruptcy Case No.: 05-10137

Type of Business: The Debtor operates an inn.  See
                  http://www.oceanpointeinn.com/

Chapter 11 Petition Date: September 7, 2005

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Norman L. Hull, Esq.
                  Norman Linder Hull PA
                  746 North Magnolia Avenue
                  Orlando, Florida 32803
                  Tel: (407) 422-1235
                  Fax: (407) 423-2842

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
   ------                     ---------------       ------------
Chris Spann                   Money loan                $236,000
8628 Center Street
Holland, NY 14080

Curt L. Niederpruem           Money loan                $180,146
3255 South Atlantic Avenue
Daytona Beach Store,
FL 32118

GE Capital CPLC               Loaned furniture           $90,000
P.O. Box 230102               and air conditioning
Portland, OR 97281

Shalish Patel                 Money loan                 $71,000

Heritage Hotel                Money loan                 $59,187

Donald Pfeifer                Money loan                 $55,000

Arthur and Vicky Arent        Money loan                 $50,000

Internal Revenue Service      Sales tax                  $30,000

Bank One                      Credit card                $25,000

Pitney Workd                  Credit card                $18,000

Mary Ellen G. Koberg, Esq.    Legal service              $15,700

State of Florida Department   Sales tax                  $12,000
Of Revenue

Advanta                       Credit card                $10,000

American Express              Credit card                 $8,500

Carrier Corp.                 Air conditioning            $7,785

Southern Paint & Supply Co.   Paint                       $7,000

Colorado Communications       Telephone service           $5,735

GE Capital                    Lease                       $4,502

Rick's Electrical             Electrical                  $3,911

Builders Square               Maintenance supplier        $3,500


SOLUTIA INC: JPMorgan Defends Request for Document Production
-------------------------------------------------------------
JPMorgan Chase Bank defended its request to the U.S. Bankruptcy
Court for the Southern District of New York to compel Solutia Inc.
and its debtor-affiliates to produce all the documents it
requested in connection with its adversary proceeding against
Solutia and to label and organize the documents responsive to the
discovery demands

JPMorgan Chase contends that Solutia failed to establish any
privilege by competent evidence.  It is fundamental law that
Solutia bears the burden of proof and persuasion to justify its
claims of privilege and work product, Eric A. Schaffer, Esq., at
Reed Smith LLP, in New York, argues.  Similarly deficient,
Mr. Schaffer continues, is Solutia's attempt to justify its
attorney-client privilege for documents created by and sent to its
investment banker without an affidavit of any individual with
first hand knowledge of the contents and motivation behind each
document.

Mr. Schaffer notes that Solutia's skeletal "draft privilege log"
offers no support either.  Acknowledging that Rothschild, Inc.,
cannot fall within the privilege unless it is considered the
functional equivalent of a Solutia employee, Solutia can only
"assert a conclusory and wildly exaggerated statement that
'Rothschild served the function of internal financial crisis
manager for Solutia.'"  This statement, Mr. Schaffer insists, is
devoid of any factual support and fails to support a claim of
privilege.

Furthermore, Solutia has provided no competent evidentiary
support for the contention that the documents produced to date
have been produced in the "ordinary course," Mr. Schaffer adds.
The burden is on Solutia to demonstrate compliance with the
Federal Rules.

Mr. Schaffer disagrees with Solutia's assertion that the parties
did not "meet and confer."  Mr. Schaffer relates that JPMorgan
has been meeting and conferring with Solutia for over a year to
resolve Solutia's improper assertion of privilege with regard to
the Disputed Documents and to compel Solutia to produce documents
in response to the specific document requests.  JPMorgan also met
with Solutia's prior counsel, Gibson, Dunn & Crutcher LLP,
several times before the appointment of Kirkland & Ellis LLP, Mr.
Schaffer says.

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)


STANDARD AERO: Senior Vice President Lee Beaumont Resigns
---------------------------------------------------------
Lee Beaumont left Standard Aero Holdings Inc. effective August 12,
2005 to pursue other interests.  Lee, a Senior Vice President with
Standard Aero, has most recently worked on special projects
reporting directly to the Chief Executive Officer, Dave Shaw.
Standard Aero extends its best wishes to Lee in his future career
activities.

The Divisional restructuring of Standard Aero took place in
December 2004, at which time Paul Soubry Jr. assumed
responsibility of Standard Aero's global Maintenance, Repair and
Overhaul operations, including Maryville, Tenn., San Antonio,
Tex., Winnipeg, Canada, and Tillburg, Holland.  The creation of
the larger MRO Division brings together both the Commercial and
Government operations of Standard Aero, allowing for better co-
ordination of services for Standard Aero MRO customers around the
world.

In addition, Standard Aero created the Enterprise Services
Division focused on providing business transformation and
logistics readiness services to military and commercial clients.
The Enterprise Services Division is led by Ed Richmond, Senior
Vice President of Strategy and Business Development.  In May 2005,
the Enterprise Services Division as part of Team Battelle, won a
major transformation contract to redesign the United States Air
Force's Oklahoma City Air Logistics Center's MRO operations
including aircraft, engines, and commodities.

Standard Aero Holdings Inc. -- http://www.dunlopstandard.com/--  
is a leading supplier of services to the global aerospace, defense
and energy industries.  The Company has over 2,500 employees in
six different countries, with its main operations located in the
United States, Canada and the Netherlands.


On Aug. 15, 2005, the Company disclosed that it would restate and
reclassify its audited consolidated financial statements for the
period from August 25, 2004, to December 31, 2004, and as of
December 31, 2004, and for the interim unaudited financial
information for the first quarter of 2005 to reflect the non-cash
effect of changes in the recorded amount of the Company's foreign
deferred tax liabilities.

            Material Weakness in Internal Control

As reported in the Troubled Company Reporter on Aug. 19, 2005,
the Company's management believes that the restatement may
indicate a material weakness in the Company's internal control
over financial reporting.  A material weakness is a significant
deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will
not be prevented or detected.

In order to improve the process and to enhance the Company's
internal control over financial reporting, the Company's
management has hired the former Senior Manager for U.S. and
Cross-Border Tax from a major public accounting firm to act as the
Company's director of tax accounting beginning Aug. 15, 2005.


STEEL DYNAMICS: Replaces $230-Mil Facility with $350-Mil Facility
-----------------------------------------------------------------
Steel Dynamics, Inc. (Nasdaq: STLD), replaced its existing
$230 million senior secured revolving credit facility with a new
5-year $350 million senior secured revolving credit facility.
With completion of the refinancing, the Company increased its
liquidity from approximately $200 million to $335 million, with
the opportunity to increase the new facility by an additional $100
million during the next five years.  The new facility is secured
by substantially all of the Company's accounts receivable and
inventories.  The proceeds from the revolver will be available to
fund working capital and other general corporate purposes.

Steel Dynamics Inc. -- http://www.steeldynamics.com/-- produces a
broad array of high-quality flat-rolled, structural and bar steels
at its three Indiana steel mini-mills and steel-processing
operations.

                         *     *     *

Standard & Poor's Ratings Services placed its BB rating on the
Company's 9-1/2% Senior Notes due 2009 on February 4, 2005.


SUMMIT ONE LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Summit One LLC
        318 West Elm
        Rogers, Arkansas 72758

Bankruptcy Case No.: 05-76618

Chapter 11 Petition Date: September 7, 2005

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  P.O. Box 1893
                  Fayetteville, Arkansas 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: Not Provided

Total Debts:  Not Provided

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


SUNDANCE FRAMING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sundance Framing, Inc.
        3049 East McKellips Road, Suite 8
        Mesa, Arizona 85213

Bankruptcy Case No.: 05-17008

Type of Business: The Debtor is a framing subcontractor.

Chapter 11 Petition Date: September 8, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, #103
                  Phoenix, Arizona 8502
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: Not Provided

Total Debts:  Not Provided

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


TECHNICAL OLYMPIC: Prices 4-Mil Share Offering at $28 Per Share
---------------------------------------------------------------
Technical Olympic USA, Inc. (NYSE:TOA) priced an offering of
4,000,000 shares of common stock at $28.00 per share.  Of the
total number of shares:

    * 2,920,000 shares are being offered by the Company; and

    * 1,080,000 shares are being offered by Technical Olympic
      S.A., the Company's majority stockholder.

In addition, the Company and the selling stockholder have granted
the underwriters an option to purchase up to an additional 600,000
shares of common stock.  The proceeds to the Company of the
offering will be used to repay amounts outstanding under the
Company's revolving credit facility.

UBS Investment Bank and Citigroup are acting as joint book-running
managers of the offering.  Copies of the prospectus relating to
the offering may be obtained, when available, from: UBS Investment
Bank at 299 Park Avenue, New York, NY 10171 or Citigroup Global
Markets Inc., 140 58th Street, Brooklyn, NY 11220.

Technical Olympic USA, Inc. -- http://www.tousa.com/-- is a
leading homebuilder in the United States, operating in 16
metropolitan markets located in four major geographic regions:
Florida, the Mid-Atlantic, Texas and the West. TOUSA designs,
builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home ("empty-nesters").  It
also provides financial services to its homebuyers and to others
through its subsidiaries, Preferred Home Mortgage Company and
Universal Land Title, Inc.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Technical Olympic USA Inc. and removed it from
CreditWatch, where it was placed with negative implications on
June 10, 2005.  The outlook is returned to stable.

Concurrently, the 'B+' rating on the approximately $300 million of
existing senior unsecured notes and the 'B-' rating on the
approximately $510 million of existing senior subordinated notes
also are affirmed and removed from CreditWatch negative.


TERAFORCE TECHNOLOGY: Selling DNA Computing's Assets for $2.9M++
----------------------------------------------------------------
Teraforce Technology Corporation and its debtor-affiliate, DNA
Computing Solutions, Inc., ask the U.S. Bankruptcy Court for the
Northern District of Texas for permission to sell substantially
all of DNA Computing's assets free and clear of liens, claims,
interest, and encumbrance.

The Debtors decided to sell the assets of DNA Computing to
maximize recovery for their creditors.  The said assets are
composed generally of:

    (a) intellectual property and technology, including patents,
        marks, copyrights, etc.;

    (b) inventory;

    (c) equipment;

    (d) rights  under  the Assumed Contracts;

    (e) rights under non-disclosure, non-compete, confidentiality
        or non-solicitation agreements, and Debtors' rights under
        warranties and other documents from third-party sellers or
        providers of services;

    (f) documents and permits; and

    (g) all rights, claims, and causes of action against third
        parties relating to any of the assets.

                   GE Fanuc -- Stalking Horse

The Debtors tell the Court that it entered into an Asset Purchase
Agreement on Aug. 1, 2005, with GE Fanuc Embedded Systems Inc.
Under the agreement, GE Fanuc will purchase the assets for the
price of $2,895,000, subject to the indemnity escrow of $300,000.

The Debtors disclose that in order to ensure that the assets are
sold for the highest and best purchase price, with the agreement
of GE Fanuc, they have decided to request the court to sell the
assets:

    (1) at an auction; or

    (2) pursuant to the agreement with GE Fanuc should the auction
        fail to yield a better or higher offer.

The Debtors tell the Court that to induce GE Fanuc's participation
in the auction and prevent termination of the agreement, they have
filed a separate Auction Procedures Motion with the Court.  The
Auction Procedures Motion contains, among others, bid protections
for GE Fanuc including a break-up fee, expenses reimbursement and
minimum overbid.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, DNA Computing Solutions,
Inc.  DNA Computing -- http://www.dnacomputingsolutions.com/--  
designs, produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TERAFORCE TECHNOLOGY: Wants to Tap BKR Cornwell as Tax Accountants
------------------------------------------------------------------
Teraforce Technology Corporation and its debtor-affiliate ask the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ BKR Cornwell Jackson as their tax
accountants.

BKR Cornwell will prepare and file the Debtors' corporate tax
returns for tax year 2004.

The Debtors tell the Court that BKR Cornwell will be paid $8,950
for its services.  The Debtor discloses that $4,500 will be paid
as a retainer prior to the commencement of services and $4,450
would be payable after the completion of the tax services.

To the best of the Debtors' knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, DNA Computing Solutions,
Inc.  DNA Computing -- http://www.dnacomputingsolutions.com/--  
designs, produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TERAFORCE TECHNOLOGY: Court Sets October 14 as Claims Bar Date
--------------------------------------------------------------
The Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas set Oct. 21, 2005, as the deadline for
all creditors owed money by Teraforce Technology Corporation and
DNA Computing Solutions, Inc., on account of claims arising prior
to Aug. 3, 2005, to file proofs of claims.

                        Shorten Bar Date

On Aug. 24, 2005, the Debtors asked the court to shorten the bar
date from Dec. 6, 2005, to Oct. 14, 2005.

The Debtors disclosed that with the sale of substantially all of
DNA Computing Solutions, Inc.'s assets, they hope to file a
proposed plan and disclosure statement by early Oct. 2005, and
assuming no unanticipated problems, have the plan confirmed by
mid-Dec. 2005.

The Debtors tell the court that prior to any confirmation, they
need to know the identity and amounts of all claims against their
estates.  The Debtors further tell the court that retaining the
Dec. 6, 2005, bar date would likely delay any plan confirmation
until Feb. 2006.  The Debtor believes that shortening the bar date
is to everyone's best interest.  The sooner a plan is confirmed:

    (1) there would be less administrative expenses incurred;

    (2) the less in quarterly fees to the U.S. Trustee are
        incurred; and

    (3) the sooner that a return to creditors is obtained.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, DNA Computing Solutions,
Inc.  DNA Computing -- http://www.dnacomputingsolutions.com/--  
designs, produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TOWER AUTOMOTIVE: Products Unit Selling Ky. Assets for $1.15M
-------------------------------------------------------------
Tower Automotive Products Company, Inc., asks Judge Gropper to
approve its asset purchase agreement with Gary Force and Tim
Kannaly for the sale of real property and related de minimis
equipment in Bowling Green, Kentucky, free and clear of liens,
claims and encumbrances.

Under the Purchase Agreement, Tower Products will sell the
Bowling Green Facility to Messrs. Force and Kannaly for
$1,150,000 in cash.

A five-page copy of the Purchase Agreement is available for
free at:

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

                      Bowling Green Facility

The Bowling Green Facility is a 45,850-square foot manufacturing
and warehouse facility on 10 acres of land in an industrial park
in Bowling Green.  It was originally built by A.O. Smith
Corporation in 1990 to manufacture composite spring components
for Ford trucks.  The facility was closed in 1991 and reopened in
1996 to produce specialized components for Toyota and Honda.

Tower Products acquired the Bowling Green Facility in 1997, in
connection with its acquisition of A.O. Smith's automotive
products division.  From April of 1997 through June of 2005,
Tower Products continued to utilize the Facility for the
production of specialized components for Toyota and Honda.

In early 2005, in connection with the Debtors' overall
restructuring strategy to reduce fixed costs by reducing and
consolidating the number of operating locations, Tower Products
determined that the work being performed at the Bowling Green
Facility could be better accommodated in existing floor space at
Tower Products' other manufacturing plants.

As of June 30, 2005, Tower Products ceased all operations at the
Bowling Green Facility.  The estimated monthly cost associated
with holding the inactive Facility is $5,000.

                        Marketing Campaign

In anticipation of shutting down the Bowling Green Facility,
Tower Products hired Neal Turner Realty, a commercial real estate
firm, to assist in locating potential purchasers for the
Facility.

The initial asking price for the Facility was $1,495,000.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that Neal Turner has initiated a marketing campaign for
the Bowling Green Facility, which was conducted on all levels --
nationally, regionally, state-wide and locally.

Specifically, Neal Turner has taken these marketing initiatives:

   (a) The Bowling Green Facility was added to two commercial and
       industrial real estate listing services;

   (b) Aerial and internal photographs, building plans and
       recorded documentation were gathered and used to create a
       comprehensive piece to be distributed to potential buyers;

   (c) The Commonwealth of Kentucky's Economic Cabinet was
       contacted related to the availability of the Bowling Green
       Facility.  A representative of the cabinet toured the
       Facility in early June, and the Facility was then added to
       the available building inventory file, and the cabinet's
       Web site;

   (d) Local and regional chambers of commerce were notified
       regarding the availability of the Facility.  A complete
       marketing package was delivered and meetings were
       scheduled to discuss specifics on the Facility and
       potential prospective buyers with interest;

   (e) Over 300 marketing pieces were distributed to known
       investors, users and industrial real estate brokers
       throughout the Southeast;

   (f) Broadcast email was sent to members of the Society of
       Industrial and Office Realtors regarding the availability
       of the Facility; and

   (g) Two 4' x 8' double-sided real estate signs were used --
       one on the Facility itself, and the other one at the
       entrance to the industrial park where the Facility is
       located.  The entrance to the industrial park has an
       approximate 25,000 daily vehicle traffic count.

As a result of Neal Turner's extensive marketing campaign, three
prospective purchasers extended letters of intent to buy the
Property.  The $1,150,000 offer from Messrs. Force and Kannaly
represents the highest and best bid for the Bowling Green
Facility.

Upon closing, Tower Products will pay Neal Turner a one-time fee
equal to 7% of the Purchase Price in consideration of its
postpetition services in connection with the marketing of the
Bowling Green Facility.

                          Matsco Objects

Matsco, a division of Greater Bay Bank, N.A., objects to the
Debtors' request to the extent that it seeks to sell certain
equipment acquired and owned by Matsco after assuming a master
lease agreement between Varilease Technology Group, Inc., and
Tower Automotive Products Company, dated October 20, 2000.

Varilease previously assigned the Master Lease to Epic Funding
Corporation who, thereafter, assigned it to Matsco.  Thus, Matsco
is deemed to own all equipment under the Master Lease.

Amish R. Doshi, Esq., at Pitney Hardin LLP, in New York, asserts
that the Debtors merely have a leasehold interest and are only
lessees under the Master Lease.  Therefore, the Debtors cannot
sell the Equipment, but rather must comply with the applicable
provision of the Bankruptcy Code, including but not limited to
Section 365.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Until Jan. 27 to File Chapter 11 Plan
-------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusive period to:

   (1) file a plan of reorganization through January 27, 2006;
       and

   (2) solicit and obtain acceptances of that plan through
       March 29, 2006.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
tells Judge Gropper that the Debtors are progressing in their
good faith attempts to formulate a viable reorganization plan.

The Debtors require an extension of their Exclusive Periods to
give them additional time to formulate a reorganization plan for
the benefit of their Chapter 11 estates.

Mr. Sathy relates that since the Petition Date, the Debtors have
engaged in extensive discussions and meetings with many of their
North American and European customers and suppliers to ensure the
continued integrity of the Debtors' supply chain and to garner
the support and cooperation of these constituencies that are so
vital to the success of the Debtors' restructuring efforts.  In
particular, the Debtors have negotiated several claim settlements
and setoff stipulations with their vendors and customers, as well
as obtained valuable trade term concessions and agreements on
both the customer and vendor level, including the approval of the
global settlement with General Motors Corporation.

As a result, the Debtors, Mr. Sathy continues, have successfully
secured or reconfirmed numerous awards for new business and are
in the process of launching a substantial amount of previously
awarded business.  Among other things, this new business launch
included negotiating terms with the Debtors' customers and
vendors, and preparing for the potential purchase of a new
manufacturing facility to serve the Debtors' customers' specific
needs.

Mr. Sathy also reports that the Debtors, with the help of their
professional advisors, have spent significant energy and
resources engaging in a comprehensive evaluation and
restructuring of their entire business model to rationalize,
evaluate and enhance the efficiencies of their businesses.  "This
restructuring process is critical to the development of a plan
because the Debtors believe that a tremendous amount of
efficiency can be gained by evaluating the Debtors' plants,
consolidating manufacturing operations, and centralizing the
Debtors' purchasing and financial systems."

Mr. Sathy informs the Court that the Debtors have already closed
or downsized several of their manufacturing facilities.  The work
previously performed at these facilities has been transferred to
the Debtors' other existing locations where it can be performed
as or more efficiently without the added costs associated with
maintaining the former facilities.  Moreover, the Debtors have
already identified prospective purchasers with whom they have
negotiated agreements for the potential sale of two of the
Debtors' former facilities.

The Debtors have also been engaged in an on-going evaluation of
their executory contracts and unexpired leases.  As a result, the
Debtors have identified contracts and leases that are beneficial
to their estates.  In the case of two particular contracts, the
Debtors have sought and obtained authority to assume the
agreements.  So far, the Debtors have rejected 15 unfavorable
contracts and real property leases in their cases.

Since the expiration of the general claims bar date and
governmental unit bar date, the Debtors and their advisors have
also worked diligently to analyze and reconcile claims in
connection with developing a plan of reorganization.  As part of
this process, the Debtors conducted a preliminary analysis as to
the validity of the claims in preparation for filing omnibus
claims objections in the coming months.

Furthermore, the Debtors have also engaged in formal and informal
dialogues with the Official Committee of Unsecured Creditors to
explore restructuring alternatives and mechanisms, including the
sale or consolidation of certain business segments of the
Debtors' business that would maximize the value of their estates
and assist them with the development of an effective
reorganization plan.

The Debtors are engaged in an ongoing and extensive due diligence
effort with the Committee on a variety of issues related to the
Debtors' intercompany transactions and the development of the
Debtors' restructuring plan.

Mr. Sathy assures the Court that the Debtors are making the
required postpetition payments and effectively managing their
businesses and properties.  The Debtors are not seeking the
extension to delay administration of their cases or to pressure
creditors to accept an unsatisfactory reorganization plan.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Until March 31 to Decide on Leases
----------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask Judge
Gropper to extend their deadline to assume or reject unexpired
non-residential real property leases through and including
March 31, 2006.

The Debtors are party to over 20 major facility lease agreements,
including leases for office space locations and key production
centers.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
reports that the Debtors have already made significant progress
in evaluating the Unexpired Leases.

To date, the Debtors have already rejected nine Unexpired Leases.

While the Debtors have made substantial progress, the Debtors,
according to Mr. Cantor, are still in the process of developing
their business plan, and have not yet finished their analysis of
the remaining Unexpired Leases.

"[A] full and accurate analysis of each Unexpired Lease is
critical to maximizing the value of the Debtors' estates for the
benefit all parties in interest," Mr. Cantor concludes.

The Debtors reserve their rights to evaluate whether any of the
contracts referred to as the Unexpired Leases are secured
financing arrangements.  Nothing in the request constitutes an
admission that any contracts are properly categorized as lease
arrangements.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRANS MAX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trans Max Technologies, Inc.
        c/o McDonald Carano Wilson LLP
        2300 West Sahara Avenue, Suite 1000
        Las Vegas, Nevada 89102

Bankruptcy Case No.: 05-19263

Type of Business: The Debtor designs and manufactures electronic
                  ignition systems for street vehicles, race cars,
                  boats, scientific and industrial applications,
                  space and aviation applications, and clean
                  burning fuel applications.

Chapter 11 Petition Date: September 8, 2005

Court: District of Nevada (Las Vegas)

Debtor's Counsel: John J. Laxague, Esq.
                  McDonald Carano Wilson LLP
                  2300 West Sahara Avenue, Suite 1000
                  Las Vegas, Nevada 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966

Financial Condition as of June 30, 2005:

    Total Assets: $1,819,578

    Total Debts:  $2,406,003

    Estimated Debt as of filing date: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Richard Powers, Wedel, Jr., and  Lawsuit             $21,246,483
Cohen
P.O. Box 5
179 Montauk Highway
Remsenburg, NY 11960

R. E. Fyn                                             $1,500,000
115 5th Street Northwest
Linden, Alberta, Canada

Jamie Spangler                                          $100,000
168 Saint James Place
Buffalo, NY 14222

Gary Fitgerald                   Wages                   $98,808
205 Blue Point Road
Selden, NY 11784

Peter Mergenthaler                                       $60,000

Kamal Mahajan                                            $40,000

Sam Higgins                                              $39,000

Lonnie Lendarduzzi and                                   $30,000
Linda Decker

Paul Cervino                     Wages                   $23,077

Raymond Wedel, Jr.               Wages                   $23,077

Allen Cohen                      Wages                   $20,770

Ham, Langston & Brezina, LLP                             $19,732

PGE                                                      $19,000

Beth Knap                        Wages                   $10,385

David M. Love, Esq.                                      $18,607

Gerald J. Bentivegna             Wages                   $14,423

Randy Knap                       Wages                   $10,384

Scott Grader                     Wages                   $10,039

Michael Cardamone                Wages                    $9,231

Scott Restmeyer                  Wages                    $8,885


TRW AUTOMOTIVE: Fitch Sees No Rating Change after Dalphi Purchase
-----------------------------------------------------------------
Fitch currently rates TRW Automotive:

     -- Senior secured debt 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Subordinated debt 'B+';
     -- Outlook Stable.

Despite the turbulent North American industry environment since
the beginning of 2005, the company has been cash flow positive,
benefiting from its focus on technologies that meet customer needs
for safety and fuel economy, as well as a significantly diverse
customer base and geographic sales mix.

TRW today announced a definitive agreement to acquire 68.4% of
Dalphi Metal Espana SA plus assumption of Euro-denominated debt
for a total of US$240 million.  The company intends to use current
liquidity to finance the acquisition of Dalphimetal.

Fitch believes that post-acquisition debt balances and credit
metrics would be within the current rating category and that the
acquisition only defers further expected debt reduction from free
cash flow.  In addition to debt reduction, Fitch will continue to
monitor TRW for progress in the integration of Dalphimetal as well
as other fundamentals, including the impact of industry production
volume and new business wins resulting from OEM customer's focus
on safety and fuel economy as well as raw material cost pressures.

At the end of the second quarter, TRW had a cash balance of $519
million.  Liquidity also consisted of approximately $1.2 billion
in undrawn facilities, including a secured revolver and accounts
receivable securitization programs.  Free cash flow debt service
coverage and FCF-to-total adjusted debt were 2.5 times (x) and
16.4%, respectively.  Even though the North American auto industry
has been challenging in 2005, for the trailing 12 months, TRW has
been free cash flow positive and has reduced debt, both in excess
of $500 million.

Dalphimetal manufactures airbags and steering wheels, which
increases TRW's global presence in passive safety systems.  It
also provides TRW with greater customer and geographic diversity,
further reducing the company's reliance on the domestic Big Three
automakers.  There is very little in the way of facility overlap
due to Dalphimetal's customer base.  As a result, Fitch believes
that minimal restructuring actions are required for TRW to achieve
acquisition synergies.


UAL CORP: Battle Brews Over Barclay's Multi-Million Claim
---------------------------------------------------------
As previously reported, UAL Corporation and its debtor-affiliates
financed two Boeing 737-322 Aircraft with Tail Nos. N323UA and
N324UA, through Leveraged Leases.  In both prepetition
transactions, the Debtors leased the Aircraft from Wilmington
Trust Company, as Owner Trustee.  The Owner Trustee issued Loan
Certificates pursuant to Trust Indentures and Mortgages.  The
Owner Trustee received an equity contribution by the Owner
Participants, AT&T Credit Holdings, Inc., for Tail No. N323UA, and
Cimmred Leasing Company for Tail No. N324UA.  State Street Bank &
Trust was Indenture Trustee for both Indentures.  Barclays Bank
PLC holds the Loan Certificates.

On July 15, 2003, the Debtors entered into Term Sheets with
Barclays, which contemplated converting the Leases into operating
leases, Michael P. Richman, Esq., at Mayer, Brown, Rowe & Maw, in
New York City, relates.  The Term Sheets expressly reserved
Barclays' rights to administrative rent:

     "In the event that definitive lease documents evidencing
     the transactions contemplated by this Term Sheet are not
     entered into, the Lessor (or the Financiers as applicable)
     reserves the right to assert an administrative claim based
     upon the lease rate set forth in the Existing lease
     documents (without regard to the terms hereof)."

On September 23, 2003, the Term Sheet was approved and the
Debtors were authorized to execute the operative definitive
documentation.  However, the definitive documentation was never
completed, Mr. Richman says.  The Term Sheet Termination Dates
were extended many times, finally terminating on November 30,
2004.  Had the definitive documentation been completed, the
Debtors would have paid Barclays an administrative claim for
postpetition use and possession of the Aircraft at the new
monthly lease rate.  The Debtors would have continued to pay this
rate going forward, including pro ration for partial month's use
of the Aircraft.

On January 4, 2005, the Debtors and Barclays entered into a
Letter Agreement whereby the Debtors agreed to return the
Aircraft.  On January 24, the Court authorized the Debtors to
reject the Leases.  Barclays assigned the Loan Certificates to a
subsidiary, which then directed the Indenture Trustees to
foreclose the liens on the estates of the Owner Trustees.

Mr. Richman tells the Court that the Debtors used the Aircraft
and engines for over two years without making any payments.
Barclays wants compensation for rent due under each Lease for use
of each Aircraft until the effective date of rejection.

Under the Lease for N323UA, the Debtors owe postpetition rent of
$6,216,993 for:

          December 9, 2002                $190,367
          February 10, 2003              2,534,389
          August 10, 2003                  488,631
          February 10, 2004              2,606,178
          August 10, 2004                 397,4282

Under the Lease for N324UA, the Debtors owe postpetition rent of
$6,219,469 for:

          December 9, 2002                $311,834
          February 10, 2003              2,390,292
          August 10, 2003                  573,126
          February 10, 2004              2,551,172
          August 10, 2004                  393,045

In addition to a total rent of $12,436,462, Barclays wants
$1,689,088 for attorneys' fees and expenses.

Mr. Richman asserted that the Court should allow an administrative
expense claim in favor of Barclays for $14,125,550.

                            Objections

(1) Creditors' Committee

The Official Committee of Unsecured Creditors disagrees with the
characterization of events provided by Barclays Bank PLC.  Fruman
Jacobson, Esq., at Sonnenschein, Nath & Rosenthal, in Chicago,
Illinois, says the Boeing 737-322s bearing Tail Nos. N323UA and
N324UA were part of the Debtors' fleet at the commencement of the
Chapter 11 cases.  Barclays entered into an agreement for the
Debtors to pay $65,000 per month to retain each Barclays
Aircraft, starting on the Petition Date.

On February 6, 2003, the Debtors executed Section 1110(b)
Stipulations, pursuant to which the Debtors were not obligated to
make payments for use of the Barclays Aircraft, but were required
to maintain their condition and insurance.  These Section 1110(b)
Stipulations were repeatedly extended through November 30, 2004.

The Debtors and Barclays negotiated and consummated Term Sheets
for the Barclays Aircraft, under which the $65,000 monthly
payments per aircraft were applied retroactively to the Petition
Date.  The Court authorized the Debtors to enter into and perform
under the Term Sheets.

However, Barclays changed its mind and attempted to improve its
terms under the Term Sheets.  The Debtors resisted Barclays'
efforts to renegotiate the Court-approved arrangement.  The
parties negotiated, but before the matter could be resolved,
Barclays identified an alternative purchaser for the Barclays
Aircraft and refused to engage in further extensions of the
Section 1110(b) Stipulations, requiring the Debtors to return the
Barclays Aircraft.

According to Mr. Jacobson, Barclays omitted inconvenient facts
from its account, although they are crucial to the outcome of the
matter.  Barclays agreed to a rental amount for use of the
Barclays Aircraft that was in full satisfaction of all
administrative expense claims.  The Term Sheets indicated the
obligations of each party for the Barclays Aircraft going
forward.  The offer was accepted by Barclays' execution of the
Term Sheets.  The Debtors agreed to pay the rental rate and not
abandon the Barclays Aircraft or reject the lease.

Barclays seeks over $14,000,000 for the Debtors' use of the
Barclays Aircraft from the Petition Date through the Rejection
Date at the full lease rate, plus attorneys' fees.  Pursuant to
the agreement between the parties, Mr. Jacobson asserts that
Barclays administrative claim should be limited to the
renegotiated rate of the Term Sheet, while Barclays' claim for
attorneys' fees should be denied.

(2) Debtors

Section 365(d)(10) of the Bankruptcy Code protects counterparties
who must watch their equipment utilized, while a debtor,
protected by the automatic stay, deliberates whether to assume or
reject a lease.  Barclays does not fit the profile of the
involuntary creditor that Section 365(d)(10) was designed for,
argues James H.M. Sprayregen, Esq., at Kirkland & Ellis.

On the 60th day of the Debtors' bankruptcy, Barclays could have
repossessed the Barclays Aircraft, but chose not to.  Instead,
Barclays agreed -- on eight separate occasions -- to extend
Section 1110's 60-day stay, allowing the Debtors to retain the
Barclays Aircraft for approximately two years after the Petition
Date.

The Term Sheets committed the Debtors to pay Barclays market
rates for use of the Barclays Aircraft.  Thus, it was worthwhile
for Barclays to allow the Debtors to retain the aircraft.  The
Debtors tried to close these transactions on multiple occasions,
but Barclays dragged its feet, trying to extract concessions
outside the original terms.  The Debtors could have enforced the
Terms Sheets, but tried to accommodate Barclays' concerns, Mr.
Sprayregen notes.

Barclays eventually took the Barclays Aircraft and went
elsewhere.  Now, Barclays returns to the Debtors seeking funds
that were never agreed to.  Barclays should not be allowed to
extract more money from the Debtors, after an agreed-upon, Court-
approved Term Sheet was on the table for months.  The Court
should refuse to award Barclays this windfall, Mr. Sprayregen
says.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED HOSPITAL: Gets Court Nod to Reject Six Burdensome Leases
---------------------------------------------------------------
New York United Hospital Medical Center and U.H. Housing Corp.
sought and obtained authority from the Honorable Adlai S. Hardin,
Jr. of the U.S. Bankruptcy Court for the Southern District of New
York to reject six leases of medical and non-medical equipment and
vehicles.

The Leases pertaining to the Equipment are office and medical
equipment that were used in connection with the UHMC's operations
as a hospital.  The Debtors no longer have any use for the
Equipment and the ancillary items subject to the Leases in
connection with their liquidation efforts.

By rejecting the Leases, the Debtors will avoid incurring
unnecessary administrative expenses and related charges that
provide no tangible benefit to the Debtors' estate or to their
creditors.

A full-text copy of the New York United Hospital Medical Center
and and U.H. Housing Corp.'s List of Rejected Leases is available
for free at:

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

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor.
When the Debtor filed for protection from its creditors, it listed
total assets of $39,000,000 and total debts of $78,000,000.


US AIRWAYS: Asks Court to OK Sale/Leaseback Deal with RPK Capital
-----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to:

   (a) authorize the sale and leaseback of nine Airbus 319-112
       Aircraft with RPK Capital V, L.L.C.;

   (b) upon exercise of a put option, authorize the
       implementation of a sale/leaseback of five Airbus A320-214
       Aircraft with RPK; and

   (c) authorize the payment of liquidated damages and
       reimbursement of certain expenses.

The nine Airbus 319-112 Aircraft are each equipped with two
CFM56-5B engines.  The 319-112 Aircraft bear Tail Nos. N762US,
N763US, N764US, N765US, N766US, N767US, N768US, N769US and
N770US.

The five Airbus A320-214 Aircraft are each equipped with two
CFM56-5B4/P engines.  The A320-214 Aircraft bear Tail Nos.
N107US, N108UW, N109UW, N110UW and N111US.

                   Sale/Leaseback Transaction

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that to procure the liquidity to emerge from bankruptcy,
the Debtors have been analyzing various aircraft fleet
transactions.  After concluding that sale/leaseback transactions
provided the greatest value, the Debtors and their advisors
marketed the 14 Aircraft to several potential transaction
partners.  Due to the nature of the assets and the complexity of
sale/leaseback transactions, the universe of potential
transaction partners was finite and well known.

In June 2005, the Debtors' advisors contacted 89 potential
transaction partners, including operating leasing companies,
private equity firms, hedge funds, banks and aircraft financiers.
The Debtors received 24 indications of interest and provided each
respondent with a detailed equipment information package that
included specifications, records and maintenance data for the
319-112 Aircraft and the A320-214 Aircraft.  By July, seven of
the 24 parties confirmed continuing interest in a sale/leaseback
transaction.

The Debtors asked the parties to submit bids for the Aircraft.
After receipt of the bids, the Debtors began negotiations, which
culminated in four offers.  The Debtors provided the four
finalists with the proposed terms of a sale/leaseback and invited
comments.  The Debtors told the bidders that net liquidity
proceeds, cost of financing, net present value, return
conditions, lack of security deposits or holdbacks were integral
criteria in their decision.

After reviewing the bids and consulting with their advisors, the
Debtors selected the bid from RPK as offering the best
combination of net proceeds for the Aircraft, lease terms and
conditions.

The Debtors will sell the Aircraft to RPK under these negotiated
terms and conditions:

          Aircraft: Nine 2000 model Airbus 319-112 passenger
                    aircraft, each with two installed CFM56-5B
                    engines with maintenance records and
                    documents.

     Seller/Lessee: USAI

      Buyer/Lessor: RPK Capital

    Purchase Price: $229,500,000, payable as:

                    (1) $250,000 Deposit refundable until
                        execution of the Aircraft Participation
                        Agreements, or after September 15, 2005,
                        if the Transaction does not close;

                    (2) $11,225,000 non-refundable and payable
                        upon execution of the Aircraft
                        Participation Agreements; and

                    (3) $218,025,000 payable when the Transaction
                        closes, equal to $24,225,000 per
                        Aircraft.

          Delivery
         Condition: The Aircraft will be delivered in "As Is,
                    Where Is" condition.

     Documentation
   and Legal Costs: USAI and RPK will pay their own legal costs.

    Leases/Renewal
            Option: USAI will leaseback each of the Aircraft from
                    RPK for a 10-year term.  The Lease will
                    provide for three one-year renewal options at
                    fair market rental rates.

        Subleasing: If there are no events of default, USAI may
                    enter into a sublease with a sublessee that
                    is either:

                    (a) a U.S. certified air carrier; or

                    (b) a certificated air carrier domiciled and
                        located in an acceptable country.

        Limitation
         on Claims: If USAI fails to consummate a Plan of
                    Reorganization and emerge from bankruptcy,
                    RPK's claims will be limited to:

                    (a) an administrative expense claim for
                        unpaid rent through the rejection date or
                        termination of the Lease, with credit for
                        rent paid in advance;

                    (b) an administrative expense claim for the
                        cost of getting the Aircraft into
                        compliance with return conditions; and

                    (c) an unsecured prepetition claim for all
                        other claims related to the Lease,
                        including rejection or termination.

           Expense
     Reimbursement: If USAI consummates a transaction with
                    another party, the Debtors will reimburse RPK
                    for its out of pocket expenses, not to exceed
                    $150,000.

        Liquidated
           Damages: If USAI consummates a transaction with
                    another party, the Debtors will reimburse RPK
                    $363,375 or 1.5% of the Purchase Price for
                    each Aircraft.

        Put Option: USAI may exercise the Put Option on two
                    weeks' notice, if it elects to sell and
                    leaseback the five Airbus A320-214
                    Aircraft with RPK.  Under the Put Option, RPK
                    will pay USAI for the Airbus A320-214
                    Aircraft in two installments:

                    (1) $1,450,000 per Aircraft, equal to a total
                        of $7,250,000, payable upon execution
                        of the sale and leaseback documents; and

                    (2) $27,550,000 payable upon closing of the
                        sale/leaseback transaction for each
                        Aircraft, equal to a total of
                        $137,750,000.

The Debtors intend to consummate a sale/leaseback transaction for
the five A320-214 Aircraft with B.C.I. Aircraft Leasing, Inc.
However, if the Transaction with BCI is not executed, the Debtors
may exercise the Put Option to effectuate a separate
sale/leaseback transaction with RPK.

Mr. Leitch notes that:

   * The nine 319-112 Aircraft are subject to liens arising from
     the US Airways Series 2000-3 Enhanced Equipment Trust
     Certificates financing;

   * The five A320-214 Aircraft are subject to liens arising from
     the US Airways Series 1999-1 Enhanced Equipment Trust
     Certificates financing; and

   * All 14 Aircraft are subject to liens of the ATSB Lenders
     under the ATSB Loan and the subordinate liens of Eastshore
     Aviation, LLC under the Junior Secured DIP Credit Facility
     Agreement.

Mr. Leitch tells the Court that the Transaction will result in
significant benefits to the Debtors' estates.  It is anticipated
that the sale proceeds received at closing from the sale of each
of the 319-112 Aircraft will be used first to pay in full the
equipment notes issued in connection with the Aircraft under the
2000-3 EETC Financing, without payment of any make-whole or other
premium or prepayment penalty.  After that, the sale proceeds
will be delivered to Bank of America, as collateral agent under
the ATSB Loan, to be applied and disbursed as agreed to be the
Debtors and the lenders under the ATSB Loan.

Thus, not only will the Transaction permit the Debtors to realize
cash proceeds from the Aircraft, it will also allow the Debtors
to maintain continued use of the equipment in their business
operations, Mr. Leitch says.

Similarly, in the event that the Debtors exercise the Put Option,
the Put Transaction will yield substantial benefits to the
Debtors' estates, as the Debtors will realize $145 million in
value from the sale of the A320-214 Aircraft.  Upon consummation
of the Transaction, the sale proceeds will be used first to pay
in full the equipment notes issued in connection with the A320-
214 Aircraft under the 1999-1 EETC Financing, without payment of
any make-whole or other premium or prepayment penalty.  The sale
proceeds will then be delivered to Bank of America, to be applied
and disbursed as agreed to by the Debtors and the ATSB lenders.

                  Term Sheets Are Confidential

According to Mr. Leitch, the Term Sheets governing the
Transactions contain confidential information.  The Debtors do
not want this information to be made public.  As a result, the
Term Sheet will be filed in redacted form.  Only certain
identified parties will be provided with the non-redacted
versions of the Term Sheet, subject to signed confidentiality
agreements acceptable to the Debtors and RPK.

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


USG CORP: Has Until December 31 to File Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which USG Corporation and its debtor-affiliates
have the exclusive right to file a chapter 11 plan until
December 31, 2005, and to solicit acceptances to that plan until
March 1, 2006.

The Court's order ended the battle over the Debtors' exclusive
periods.  Dean M. Trafelet, the Official Representative for Future
Asbestos Personal Injury Claimants and the Official Committee of
Asbestos Personal Injury Claimants wanted the exclusive periods
terminated to allow them to file their own chapter 11 plan.  The
Official Committee of Unsecured Creditors defended the Debtors'
request for the extension.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARICK STRUCTURED: Moody's Chips $350 Million Notes' Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service reduced from Ba1 on watch for possible
downgrade to Ba2 the $50,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2035 and the $300,000,000
Class A-2 First Priority Senior Secured Floating Rate Notes Due
2035 issued by Varick Structured Asset Fund, Ltd.  The notes will
be removed from the watchlist.  According to Moody's, the current
rating action reflects a continued deterioration in the overall
credit quality of the collateral pool.

Rating Action: Downgrade

Class Description: U.S. $50,000,000 Class A-1 First Priority
                   Senior Secured Floating Rate Notes Due 2035

   Prior Rating: Ba1 on watch for possible downgrade
   Current Rating: Ba2

Class Description: U.S. $300,000,000 Class A-2 First Priority
                   Senior Secured Floating Rate Notes Due 2035

   Prior Rating: Ba1 on watch for possible downgrade
   Current Rating: Ba2


VISIPHOR CORP: Settles OSI Systems Dispute for $400 Million
-----------------------------------------------------------
Visiphor Corporation fka Imagis Technologies Inc. (OTCBB: VISRF;
TSX-V: VIS; DE: IGYA) has reached a settlement in a long-standing
dispute with OSI Systems of Hawthorne, California.  The terms of
the settlement include a series of payments from Visiphor to OSI
totaling $400,000.  The first payment of $100,000 has been made
and the remaining two payments of $125,000 and $175,000 will be
made on October 31, 2005, and December 31, 2005.  The settlement
is more than the previously recorded liability amount by $150,000.
Management felt that absorbing this cost now was far better than
the incurring the significant costs and risks associated with
arbitrating the matter.

Roy Trivett Visiphor's President and CEO commented, "I am
extremely pleased to have this matter amicably retired.  The
pending drain on management time and the financial resources of
the company were major considerations in reaching this settlement.
A large part of the negative impact had already been recorded in
our books and the overall positive effect is very good for
Visiphor shareholders."

Based in Vancouver, British Columbia, Visiphor Corporation
specializes in developing and marketing software products that
enable integrated access to applications and databases.  The
company also develops solutions that automate law enforcement
procedures and evidence handling.  These solutions often
incorporate Visiphor's proprietary facial recognition algorithms
and tools.  Using industry standard "Web Services", Visiphor
delivers a secure and economical approach to true, real-time
application interoperability.  The corresponding product suite is
referred to as the Briyante Integration Environment (BIE).

                         *     *     *

KPMG LLP, the Company's independent registered public accounting
firm, in its audit report on the Company's December 31, 2004
financial statements, said that the financial statements are
affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern.

For the six-months ended June 30, 2005, the Company had incurred a
loss from operations of $3,016,481 and a deficiency in operating
cash flow of $1,788,221.  In addition, the Company has incurred
significant operating losses and net utilization of cash in
operations in all prior periods.  At June 30, 2005, the Company
has a working capital deficiency of $54,290.


W.R. GRACE: Wants Scope of Nelson Mullins' Services Expanded
------------------------------------------------------------
As previously reported, in July 2001, the U.S. Bankruptcy Court
for the District of Delaware authorized W.R. Grace & Co. and its
debtor-affiliates to employ Nelson Mullins Riley & Scarborough,
L.L.P., for the purpose of continuing the firm's engagement to
represent, defend, and advise them as to certain environmental
litigation-related issues.  Nelson Mullins has represented the
Debtors in this capacity throughout their Chapter 11 cases.

In August 2004, Nelson Mullins' scope of employment was extended
so as to include the firm's representation of the Debtors in
certain real estate transactions.

The Debtors now seek the Court's authority to further broaden the
scope of Nelson Mullins' employment as special counsel to include
a newly commenced environmental matter.

Specifically, the Debtors want the firm to represent them in
connection with a suit filed against them in the Court of Common
Pleas, in Aiken County, South Carolina, on July 1, 2005.  Due to
the necessity of filing an answer to the complaint by August 27,
2005, the Debtors want to employ Nelson Mullins, nunc pro tunc to
July 28, 2005, on the litigation matter.

The Debtors selected Nelson Mullins to represent them in the New
Litigation Matter because of the firm's long-standing
relationship with them and because of its expertise in a variety
of areas.

George B. Cauthen, Esq., a member of the firm, attests that
Nelson Mullins does not have any connection with the Debtors and
any party-in-interest.  The firm also does not hold or represent
an interest adverse to the estates in the matters with respect to
which it is employed.

Nelson Mullins will be paid in accordance with the current rate
charged for the services of its professionals.  The firm will
also be reimbursed for necessary out-of-pocket expenses.

The professionals primarily expected to represent the Debtors and
their hourly rates are:

          Professional                      Hourly Rate
          ------------                      -----------
          Bernard F. Hawkins, Jr., Esq.        $290
          Newman Jackson Smith, Esq.           $290
          Rose-Marie T. Carlisle, Esq.         $260
          James Holmes, Jr., Esq.              $260
          George B. Cauthen, Esq.              $320
          Betsy Johnson Burn, Esq.             $220
          Linda Barr, Esq.                     $240
          Cory Manning, Esq.                   $250
          Jim Lehman, Esq.                     $380
          Anne Price (paralegal)               $105
          Laurie Jennings (paralegal)          $125
          Victoria Blackiston (paralegal)      $135
          Karla Lucas (project assistant)       $75

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 93; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILLIAMS SCOTSMAN: Moody's Rates $325M Sr. Unsec. Note at (P)B3
---------------------------------------------------------------
Moody's Investors Service assigned a (P)B3 rating to Williams
Scotsman's new $325 million senior unsecured note offering.  The
outlook is stable.  The senior unsecured offering is expected to
be used in conjunction with the proceeds from the company's
initial public offering to retire the company's outstanding notes
due in 2007 and 2008.

Moody's also affirmed Williams Scotsman's B2 corporate family
rating (formerly a "senior implied" rating).  The rating considers
Williams Scotsman's intrinsic credit strengths which are
benefiting from an improving operating environment.  The company
has gained a leading market share in the modular space industry
over the past few years.  Additionally, the company has a diverse
customer base throughout the US and Canada which limits its
exposure to a regional economic downturn.  If continued, a shift
in the company's portfolio to more stable products should also
reduce revenue and earnings volatility.  For example, the
company's gain in the modular classroom segment, which typically
provides longer lease durations, though at lower margins, is
positive.  The experience of upper management is also viewed as a
credit positive.

Credit weaknesses include high leverage multiples and pretax
interest coverage levels that have historically been below peers.
However, the large interest expense burden should be mitigated to
a degree by the current recapitalization.  Consolidated debt to
EBITDA levels have been high and although improvement is expected
due to the equity issuance, continuing leverage will remain above
average for its rating category.  The substantial debt on the
firm's balance sheet and the corresponding interest expense has
been a primary cause of net losses for the company, and thus a
core credit weakness.

The B3 rating on the unsecured notes reflects their position in
the company's capital structure.  The one notch decrease from the
corporate family rating is due to the subordination of the
unsecured notes to the larger senior secured bank credit facility.
The one notch differential is based on the projected loss severity
in the current business environment with improved pricing and
utilization rates greater than 80%.  If utilization falls to below
historical lows, Moody's would reconsider its loss severity
analysis on the notes, and this could lead to a greater notching
from the Corporate Family Rating.

Williams Scotsman, Inc. is headquartered in Baltimore, Maryland,
and is a provider of modular space solutions predominantly in
North America.

This rating was assigned:

   * Senior Unsecured Notes due 2015 at (P) B3

These ratings were affirmed:

   * Corporate Family at B2
   * Senior Secured Revolving Credit Facility at B2
   * Senior Secured Notes due 2008B2

This rating will be withdrawn once the related notes are retired:

   * $550 million Senior Unsecured Notes due 2007 currently
     rated B3


WILLIAMS SCOTSMAN: S&P Rates $325 Million Sr. Unsec. Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Williams Scotsman Inc.'s $325 million of senior unsecured notes
due 2015.  All other ratings on Williams Scotsman, including the
'B' corporate credit rating, remain on CreditWatch with positive
implications, where they were placed on May 2, 2005.

The CreditWatch listing followed an S-1 filing for an IPO.
Proceeds of the IPO, expected to amount to approximately $250
million, in conjunction with those from the new notes, will be
used to redeem $550 million of 9 7/8% notes and $150 million of
10% notes.  Sale of the new notes is contingent on completion of
the IPO and the acceptance of a majority in aggregate principal
amount of each of the 9 7/8% and 10% notes in their current tender
offers.  If the IPO and associated debt transactions are
successful, the corporate credit rating would be raised to 'BB-'
from 'B', and the 'B' rating on the new unsecured notes due 2015
would be affirmed.

"Ratings on Williams Scotsman reflect its weak, but improved,
financial profile, pro forma for its proposed recapitalization,"
said Standard & Poor's credit analyst Betsy Snyder.

Ratings also incorporate the Baltimore, Maryland-based company's
strong market position in the leasing of mobile office units, a
business that has tended to be somewhat recession-resistant.  The
proposed IPO will improve privately held Williams Scotsman's
financial profile somewhat, reducing debt to capital to under 80%
from 98% at December 31, 2004, and debt to EBITDA to the mid-5x
area from 6.5x (as a leasing company, Williams Scotsman can
operate at higher leverage than a typical like-rated industrial
company).

The recapitalization also includes the $650 million restated and
amended credit facility the company completed on June 28, 2005,
and $325 million of senior unsecured notes the company intends to
issue in conjunction with the IPO.  However, the company's
financial flexibility is still constrained by a high percentage of
secured assets (approximately 46%) and will continue to be weaker
than that of its major competitor, GE Capital Modular Space, owned
by 'AAA' rated General Electric Capital Corp.

Williams Scotsman operates primarily as one of two major national
participants in the estimated $3 billion U.S. market for leasing
and sale of modular space.  Williams Scotsman's and GE's market
shares are each approximately 25%, with the remainder of the
market highly fragmented.  The company's fleet is comprised of
97,000 units-77,000 mobile offices and 20,000 storage units.  The
company operates out of 76 branches in 39 states, with an
additional eight branches in Canada and one in Mexico.  It has
approximately 25,000 customers in 450 industries; primarily
construction, education, and commercial and industrial users.  The
leasing of mobile office units has tended to be somewhat
recession-resistant, as it offers customers more flexibility
and lower costs compared with building permanent facilities for
certain purposes.


WINN-DIXIE: Creditors Committee Wants Equity Committee Disbanded
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 22, 2005,
Felicia S. Turner, the United States Trustee for Region 21,
appoints five parties willing to serve on the Official
Committee of Equity Security Holders in Winn-Dixie Stores, Inc.,
and its debtor-affiliates' chapter 11 cases.

                  Creditors' Committee Objects

The Official Committee of Unsecured Creditors wants the U.S.
Bankruptcy Court for the Middle District of Florida to direct the
U.S. Trustee to disband the Equity Committee.

Patrick P. Patangan, Esq., at Akerman Senterfitt, in
Jacksonville, Florida, discloses that the Disbandment Motion is
based on and cites extensively financial and commercial
information relating to the Debtors' businesses and
reorganization strategy that may be deemed confidential.  The
Debtors have asked the Creditors Committee to file the
Disbandment Motion under seal to protect the Confidential
Information.

Section 107(b) of the Bankruptcy Code provides bankruptcy courts
with the power to issue orders that will protect entities from
potential harm that may result from the disclosure of
confidential information.

Accordingly, the Creditors Committee seeks the Court's permission
to file the Disbandment Motion under seal.  The Creditors
Committee further asks the Court to rule that the Disbandment
Motion will remain under seal and confidential and will not be
made available to anyone other than:

    (1) the Court; and

    (2) on the condition that they agree to maintain the
        confidentiality of the Confidential Information:

        (A) the Debtors and their professionals;

        (B) the Creditors Committee and its professionals;

        (C) the U.S. Trustee and its counsel;

        (D) the Debtors' postpetition secured lenders and their
            counsel; and

        (E) the Equity Committee and its proposed professionals.

"The Confidential Information consists of non-public financial
and commercial information relating to the Debtors' businesses
and reorganization strategy, including: discussion of the
Debtors' business strategy with respect to their new footprint,
confidential business plan material, and valuations of the
Debtors' assets and businesses," Mr. Patangan relates.  "Such
information is precisely the kind of information entitled to
protection under Section 107(b).  Disclosure of the Confidential
Information could provide competitors with a competitive
advantage over the Debtors and may impair the Debtors'
reorganization efforts."

             Responses Should also be Filed Under Seal

The Debtors and other parties-in-interest intend to file
responses opposing the Disbandment Motion.  Cynthia C. Jackson,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida, relates
that these Responses will, of necessity, contain material
confidential financial and commercial information relating to the
Debtors' businesses and reorganization strategy.  This
Confidential Information, if selectively disclosed in hearings on
the Responses, would result in the recipient having received
insider information material to publicly traded securities, Ms.
Jackson explains.

The Debtors support the Creditors Committee's request to file its
Disbandment Motion under seal but believe that further measures
applicable to all of the Responses and associated proceedings are
required to protect the Confidential Information.

Accordingly, the Debtors ask the Court to direct the parties-in-
interest to file their Responses under seal.  The Responses
should remain under seal and confidential and should not be made
available to anyone other than:

        (1) the Court; and

        (2) on the condition that they maintain the
            confidentiality of the Confidential Information:

            (A) the Debtors and their professionals;

            (B) the Creditors Committee and its professionals;

            (C) the U.S. Trustee and its counsel;

            (D) the Debtors' postpetition secured lenders and
                their counsel; and

            (E) the Equity Committee and its proposed
                professionals.

The Debtors assert that the Court should also order that access
to any hearing to consider the Responses is limited to the
Limited Recipients.

                          Retirees Respond

The Ad Hoc Committee of Winn-Dixie, Inc., Retirees wants access
to the Disbandment Motion and responsive pleadings.  The Retirees
Committee also wants to participate in the hearings.

Jerrett M. McConnell, Esq., at Friedline & McConnell, P.A., in
Jacksonville, Florida, relates that the Retirees Committee
intends to file its own Motion Seeking Disbandment of the Equity
Committee.  The interests of justice would best be served by
giving the Retirees Committee access to the same information as
those who might oppose that motion, namely the Debtors, the
Equity Committee and the U.S. Trustee, Mr. McConnell says.

According to Mr. McConnell, the Retirees Committee understands
the Debtors' concern about revealing confidential information
relating to the Debtors' "new footprint strategy, business plan,
and valuations of Debtors' assets and businesses."  Mr. McConnell
assures the Court that the Retirees Committee would abide by any
condition to participation in the proceedings.  "The Retirees
Committee has a vested interest in seeing the Debtors
successfully reorganize and emerge from bankruptcy and,
therefore, would not reveal any information that might jeopardize
that success," Mr. Connell says.

                         *     *     *

The Court allows the Creditors Committee to file the Disbandment
Motion under seal.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Gordon to Sell Equipment on Sept. 20 Auction
--------------------------------------------------------------
D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, tells the U.S. Bankruptcy Court for the Middle District
of Florida that Winn-Dixie Stores, Inc., and its debtor-affiliates
operate a facility in Fitzgerald, Georgia, that produces their
"Chek" brand of carbonated sodas and their "Arizona Tea" line, as
well as a line of condiments like peanut butter, mayonnaise,
syrup, ketchup and jelly, which the Debtors sell in their stores.

The Debtors also operate a facility in Jacksonville, Florida,
that produces -- through Astor Products, Inc. -- a line of spices
and coffee products the Debtors sell in their stores.  The Astor
Facility is physically connected to the Debtors' headquarters.

The Debtors lease the Fitzgerald Facility from ZSF/WD Fitzgerald,
LLC.  The Debtors lease the Astor Facility from ZSF/WD
Jacksonville, LLC.

Mr. Baker relates that the Debtors have decided to sell their
leasehold interests in the Fitzgerald Facility as well as their
beverage production operations.  The Debtors have also decided to
cease production of their condiment line at the Fitzgerald
Facility and their spice and coffee line at the Astor Facility
because they are able to purchase these products from third
parties for less than what it costs them to produce the products.

Because the Debtors have decided to cease production of their
condiment, spice and coffee lines, Mr. Baker explains that the
Debtors no longer need the furniture, fixtures and equipment used
in production.  Mr. Baker tells Judge Funk that the Debtors need
to sell the Equipment promptly so that any purchaser of the
beverage operations and leasehold interests may begin their own
operations.

According to Mr. Baker, the Debtors may sell the Equipment either
through a liquidator, who will conduct liquidation and auction
sales at one or both of the Facilities, or directly to a
strategic purchaser who will buy all of the Equipment at one or
both of the Facilities and remove the Equipment promptly.  The
Debtors have entered into stalking horse agreements with a
liquidating agent -- a joint venture group consisting of The
Gordon Company, Inc., NREL, Inc., Bradford Industrial Group, LLC,
Vision Equipment and Auction Company, Inc., and Rabin Worldwide,
Inc.

By this motion, the Debtors seek the Court's authority to sell
the Equipment either through the Gordon Group or another
liquidating agent or directly to a strategic purchaser who will
buy all of the Equipment at one or both of the Facilities.  In
either event, the Debtors want to sell the Equipment free and
clear of liens, claims and interests pursuant to Section 363 of
the Bankruptcy Code, and exempt from stamp or similar tax
pursuant to Section 1146(c) of the Bankruptcy Code.

                               Auction

The Debtors will conduct an auction on Sept. 20, 2005, in
Jacksonville, Florida, at the offices of Smith Hulsey & Busey.
At the conclusion of the Auction and after consulting with the
Official Committee of Unsecured Creditors and the DIP Lender, the
Debtors and their financial advisors will choose the highest or
best bid for each or both Facilities.  If the Successful Bid for
either or both Facilities is that of the Gordon Group or another
liquidating agent, the Debtors will ask the Court to approve the
Agency Agreements.  In the event a strategic purchaser submits
the Successful Bid for either or both Facilities, the Debtors
will seek authority to sell the Equipment directly to the
purchaser.

According to Mr. Baker, the Debtors have agreed to pay the Gordon
Group a termination fee of:

    -- $15,000, in the event the firm is not the successful bidder
       at the Auction for the Equipment at the Astor Facility; and

    -- $25,000, in the event the Gordon Group is not the
       successful bidder at the Auction for the Equipment at the
       Fitzgerald Facility.

                           Agency Agreement

Mr. Baker points out that the Agency Agreements relating to the
Fitzgerald Facility and Astor Facility are substantially similar
except for their monetary terms:

A. Payments to the Debtors and Agent -- Fitzgerald Facility

    The Agent guarantees and pays up front $900,000 to Winn-Dixie
    Stores, Inc., for the Equipment at the Fitzgerald Facility.
    The Proceeds generated by the sale of the Fitzgerald Equipment
    will be paid as follows:

    (1) the Proceeds up to and including $900,000 will be paid to
        the Agent;

    (2) the next $50,000 of Proceeds will be paid to Winn-Dixie;

    (3) the next $50,000 of Proceeds will be shared 75% by Winn-
        Dixie and 25% by the Agent;

    (4) the next $50,000 of Proceeds will be shared 65% to Winn-
        Dixie and 35% to the Agent;

    (5) the next $50,000 of Proceeds will be shared 55% to Winn-
        Dixie and 45% to the Agent; and

    (6) all Proceeds in excess of $1,100,000 will be shared 50% by
        Winn-Dixie and 50% by the Agent.

B. Payments to Debtors and Agent -- Astor Facility

    The Agent guarantees and pays up front $575,000 to Winn-Dixie
    for the Equipment at the Astor Facility.  The Proceeds
    generated by sales of the Astor Equipment will be paid as
    follows:

    (1) the Proceeds up to and including $575,000 will be paid to
        the Agent;

    (2) the next $50,000 of Proceeds will be paid to Winn-Dixie;

    (3) the next $50,000 of Proceeds will be shared 75% by Winn-
        Dixie and 25% by the Agent;

    (4) the next $50,000 of Proceeds will be shared 65% to Winn-
        Dixie and 35% to the Agent;

    (5) the next $50,000 of Proceeds shall be shared 55% to Winn-
        Dixie and 45% to the Agent; and

    (6) all Proceeds in excess of $775,000 will be shared 50% by
        Winn-Dixie and 50% by the Agent.

C. Buyer's Premium

    The Agent will retain the entire amount of any premium added
    to the successful bid received from purchasers of Equipment in
    an amount not to exceed 10% of that successful bid and which
    will be paid by the purchasers of the Equipment.  This buyer's
    premium is not included in determining Proceeds to be
    distributed to Winn-Dixie.

D. Final Reconciliation

    Within 30 days after the Sale Termination Date, the Agent and
    Winn-Dixie will jointly prepare a final reconciliation
    including, without limitation, a summary of Proceeds,
    Additional Return and any other accountings required.  Within
    five days of completion of the Final Reconciliation, any
    undisputed and unpaid Additional Return will be paid by the
    Agent to Winn-Dixie.

E. Expenses of the Sale

    All Expenses will be borne by the Agent.  All Company Expenses
    will be borne by Winn-Dixie.

In the event a strategic purchaser submits the Successful Bid,
the Debtors will execute a bill of sale.

Mr. Baker reports that the Debtors will sell the Equipment
without complying with any applicable state and local statutes,
rules or ordinances governing liquidation or "going-out-of-
business" sales, including laws governing (i) bulk sales, (ii)
advertising, (iii) licensing requirements and procedures, (iv)
waiting periods or time limits, and (v) inventory increases.

However, Mr. Baker assures the Court that the Debtors and their
agents will comply with all state and local public health and
safety laws, as well as tax, labor, employment, environmental
laws, to the extent applicable.

The Debtors will also liquidate the Equipment without complying
with any provisions of a lease, contract or other agreement of
the Debtors that would otherwise prevent or impair the Debtors'
conduct of the sales, including any "going dark provisions."

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: IRS Has Until November 22 to File Proofs of Claim
-------------------------------------------------------------
At the Internal Revenue Service's request, Judge Funk gave the IRS
until Nov. 22, 2005, to file proofs of claim in Winn-Dixie Stores,
Inc., and its debtor-affiliates' Chapter 11 cases for taxable
years ending in June 2003 and June 2004.

The IRS will have until the date that is six months on which the
Debtors file their 2005 federal income tax return to file a proof
of claim in the Debtors' Chapter 11 cases for the taxable year
ending June 2005.

According to Deborah M. Morris, Esq., the Debtors have filed
their consolidated federal corporate income tax returns for their
fiscal years ending June 2003 and June 2004.  They have not yet
filed their federal income tax return for their fiscal year
ending June 2005, Ms. Morris says.

The IRS began an examination of the Debtors' 2003 return and 2004
return in March 2005, shortly after the completion of examination
of the Debtors' consolidated federal corporate income tax returns
for their fiscal years ending June 2000, June 2001, and June
2002.  The examinations of those earlier periods resulted in
substantial proposed adjustments to the Debtors' tax returns.

In the absence of the Debtors' bankruptcy cases, the estimated
time for completion of the audit for the Debtors' 2003 and 2004
returns would be August 2006.  The Internal Revenue Service has
expedited the examination process.

The IRS needs to obtain further documentation substantiating,
supporting, and explaining tax return items that it may wish to
inquire about before it can issue a final report determining what
taxes, if any, it believes to be due, Ms. Morris says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


* Abria Financial Group Names Brian Kralik Vice President Finance
-----------------------------------------------------------------
Henry Kneis, Founder, Chief Executive Officer and Chief Investment
Officer and Dominic Staniscia, Chief Financial Officer and Head of
Operational Due Diligence of Abria Alternative Investments of
Toronto, Canada, reported that Brian Kralik, CA, CFA has joined
Abria as Vice President, Finance.

Brian Kralik has 10 years of experience in accounting, finance and
operational roles.  Prior to joining Abria, Mr. Kralik spent
nearly five years working at the Ontario Teachers' Pension Plan
Board, and was most recently responsible for managing the
Investment Finance Operations of OTPPB's $12 billion Private
Capital, Infrastructure, Timber and Alternative Investments
portfolios.  Early in his career with OTPPB, Mr. Kralik was
responsible for the accounting, valuation and settlement of tens
of billions of dollars of notional value in interest rate and
equity derivatives.  Mr. Kralik spent the first five years of his
career with KPMG in Toronto providing audit services to Canadian
financial institutions.

"Mr. Kralik's experience in managing the day-to-day operations of
a large portfolio of various private and alternative investments
at one of the world's leading institutional investors will be a
great benefit to Abria and our investors," stated Mr. Kneis.  As
VP Finance, Brian will focus on managing Abria's finance and
investment operations and assisting in the operational due
diligence of existing and prospective fund managers.

"Mr. Kralik's extensive operational due diligence of hedge funds
and funds of hedge funds further strengthens our firm's edge in
this practice," stated Mr. Staniscia who joined Abria over a year
ago.  "Operational due diligence and ongoing monitoring are
integral components of Abria's investment and risk management
process.  The due diligence conducted by Abria's experienced
investment and operations teams on emerging and established
alternative investment managers are of the quality and standard
investors have come to demand of the world's leading investment
managers."

The addition of Mr. Kralik fits well within Abria's plans of
becoming a globally recognized manager of alternative investments.
Abria is in the process of completing the manager selection, due
diligence and structuring of three innovative alternative products
-- a leveraged version of its existing market neutral fund of
hedge funds, a diversified energy focused fund of hedge funds and
a specialty finance investment fund.

Founded in 1999, Abria currently manages in excess of
$300 million, providing investors with multi-manager, alternative
investment funds and structured products that aim to preserve
wealth and deliver superior risk-adjusted, stable, tax-efficient
returns.  Abria's flagship fund, the Abria Diversified Arbitrage
Trust, is the inaugural winner of the 2004 Canadian
Investments Award for the Best Fund of Hedge Funds and is ranked
the number one risk-adjusted alternative strategy fund in Canada.
Abria is a founding member of the Canadian chapter of the
Alternative Investment Management Association (AIMA) and is
actively involved in a number of educational initiatives in
Canada.


* Jerry Lombardo Joins Goldin Associates from FTI Consulting
------------------------------------------------------------
Jerry Lombardo is joining Goldin Associates, LLC, as a managing
director in its turnaround consulting and restructuring advisory
group, effective immediately.  Mr. Lombardo comes to Goldin from
FTI Consulting, where he was a managing director in its corporate
restructuring practice.

Mr. Lombardo has advised clients in diverse industries, including
automotive, rental car, telecommunications, food service, retail,
manufacturing, apparel & textile and consumer products.  His
publicly-disclosed advisory clients include Boston Market, Swifty
Serve Convenience Stores, Twin County Grocers, Montgomery Ward,
Pentech International, Danskin, Avaya Communications, RSL
Communications and Aviation Sales Company.  In addition, Mr.
Lombardo has played a key role in numerous private or out-of-court
restructuring assignments, including a $2 billion rental car
company, a $14 billion automotive parts manufacturer and a multi-
billion dollar global consumer goods conglomerate.

"Jerry has an outstanding reputation among top U.S. restructuring
advisors," Harrison J. Goldin, senior managing director of Goldin
Associates, said.  "His addition to the Goldin team strengthens
our already extensive experience across a wide array of
industries."

Mr. Lombardo is a career restructuring and turnaround advisor with
extensive experience advising debtors, creditors and investors in
formal bankruptcy proceedings and out-of-court restructurings.  He
has also provided strategic and business direction to healthy
companies looking to divest non-core operations.  Mr. Lombardo's
areas of expertise include: development and implementation of
business and turnaround plans; identification, marketing and sales
of non-core businesses; development and implementation of cost
rationalization programs; development and analysis of cash flow
projections; development and implementation of cash management
programs; and valuations of troubled and underperforming
businesses.

Before joining FTI Consulting, Mr. Lombardo was a project manager
with Zolfo Cooper, LLC, another restructuring advisory firm.  He
began his career at Deloitte & Touche, where he provided advisory,
accounting and auditing services to a wide variety of clients in
the manufacturing and retail sectors.  He is a Certified Public
Accountant, a Certified Turnaround Professional and a Certified
Insolvency & Restructuring Advisor.  Mr. Lombardo graduated from
Pace University with a bachelor degree in accounting.

Goldin Associates, L.L.C., is a financial advisory and turnaround
consulting firm specializing in underperforming businesses and
distressed situations, including financial and operational
restructurings and bankruptcies.  Goldin has consistently been
designated among the top restructuring firms by industry
publications and has played major roles in such distressed
situations as Anchor Glass, Enron North America, MCI/WorldCom,
Northshore Asset Management, Northwestern Corp., PSINet Consulting
Solutions, RAB Holdings, Sizzler Restaurants, Tom's Foods and
Vlasic Foods International, among many others.


* BOOK REVIEW: The Big Board: A History of the New York Stock
               Market
-------------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Paperback:  412 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122662/internetbankrupt


First published in 1965, The Big Board was the first history of
the New York stock market.  It's a story of people: their foibles
and strengths, earnestness and avarice, triumphs and crash-and-
burns.  It's full of entertaining anecdotes, cocktail-party
trivia, and tales of love and hate between companies and
investors.

Early investments in North America consisted almost exclusively of
land.  The few securities holders lived in cities, where informal
markets grew, with most trading carried out in the street and in
coffeehouses.  Banking, insurance, and manufacturing activity
increased only after the Revolution.  In 1792, 24 prominent New
York businessmen, for whom stock- and bond-trading was only a side
business, met under a buttonwood tree on Wall Street and agreed to
trade securities on a common commission basis.  Five securities
were traded: three government bonds and two bank stocks.  Trading
was carried out at the Tontine Coffee-House in a call market, with
the president reading out a list of stocks as brokers traded each
in turn.

The first half of the 19th century was heady for security trading
in New York.  In 1817, the Tontine gave way to the New York Stock
and Exchange Board, with a more organized and regulated system.
Canal mania, which peaked in the late 1820s, attracted European
funds to New York and volume soared to 100 shares a day.  Soon,
the railroads competed with canals for funding.  In the frenzy,
reckless investors bought shares in "sheer fabrications of
imaginative and dishonest men," leading an economist of the day to
lament that "every monied corporation is prima facia injurious to
the national wealth, and ought to be looked upon by those who have
no money with jealousy and suspicion."

Colorful figures of Wall Street included Jay Gould and Jim Fisk,
who in 1869 precipitated one of the worst panics in American
financial history by trying to corner the gold market.  Almost
lynched, the two were hauled into court, where Fisk whined, "A
fellow can't have a little innocent fun without everybody raising
a halloo and going wild."  Then there was Jay Cooke, who invented
the national bond drive and, practically unaided, financed the
Union effort in the Civil War.  In 1873, however, faulty judgement
on railroad investments led to the failure of Cooke & Co. and a
panic on Wall Street.  The NYSE closed for ten days.  A journalist
wrote:  "An hour before its doors were closed, the Bank of England
was not more trusted."

Despite J. P. Morgan's virtual single-handed role in stemming the
Knickerbocker Trust panic of 1907, on his death in 1913, someone
wrote "We verily believe that J. Pierpont Morgan has done more
harm in the world than any man who ever lived in it."  In the
1950s, Charles Merrill was instrumental in changing this attitude
toward Wall Streeters.  His firm, Merrill Lynch, derisively known
in some quarters as "We, the People" and "The Thundering Herd,"
brought Wall Street to small investors, traditionally not worth
the effort for brokers.

The Big Board closes with this story.  Asked by a much younger man
what he thought stocks would do next, J.P. Morgan "never hesitated
for a moment.  He transfixed the neophyte with his sharp glance
and replied 'They will fluctuate, young man, they will fluctuate.'
And so they will."

Robert Sobel died in 1999 at the age of 68.  A professor at
Hofstra University for 43 years, he was a prolific historian of
American business, writing or editing more than 50 books.


                          *********

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.

                *** End of Transmission ***