TCR_Public/050914.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, September 14, 2005, Vol. 9, No. 218      

                          Headlines

110 MEDIA: Inks Letter of Intent to Acquire Global Portals
142 WEST: Case Summary & 4 Largest Unsecured Creditors
ACE AVIATION: Income Fund Unit to Make Cash Distributions Tomorrow
ACTIVISION INC: Names Thomas Tippl as Chief Financial Officer
ADELPHIA COMMS: Has Until Plan Confirmation to Remove Civil Suits

ALLIANCE GAMING: Moody's Lowers $425 Million Debts' Ratings to B1
ATA AIRLINES: Court Rejects Chicago Express Creditors' Committee
ATA AIRLINES: Asks Court to Okay Worldspan Settlement Agreement
ATKINS NUTRITIONALS: Court Sets Oct. 14 as Claims Bar Date
ATKINS NUTRITIONALS: Wants Open-Ended Period to Decide on Leases

BEAR STEARNS: Fitch Rates $5.3MM Private Certificates at BB
BOUNDLESS CORP: Going Concern Viability Hinges on Reorganization
BUCKEYE TECHNOLOGIES: Files Annual Report Ending June 30 with SEC
CATHOLIC CHURCH: Tucson Wants Ordinary Mutual Settlement Approved
CATHOLIC CHURCH: Court Approves Tucson's Settlement with Parishes

CEMEX S.A.: Plans to Launch Non-Dilutive Equity Offering
CENVEO INC: Names Robert Burton CEO & Sean Sullivan CFO
CHARTER COMMS: Noteholders Tender $6.83 Billion in Debt Swap
CIRTRAN CORP: Asia Unit Wins Default Judgment in Mindstorm Suit
COMSYS IT: Moody's Rates $150 Million Sr. Unsecured Notes at B2

CONTINENTAL AIRLINES: Moody's Affirms B3 Corporate Family Rating
CYGNUS BUSINESS: S&P Chips Corporate Credit Rating to CCC+
DELTA AIR: Exchanges Preferred Stock with 4.5-Mil Common Shares
DELTA AIR: Moody's Lowers Senior Unsecured Rating to C from Ca
DELTA AIR: Again Asking Pilots' Union for More Wage & Benefit Cuts

DELTAGEN INC: Files Plan & Disclosure Statement in California
DIGITAL LIGHTWAVE: Inks $1.87MM Settlement Pact With Jabil Circuit
DMX MUSIC: To Receive $2.4 Million From CVS Pharmacy
DOCTORS HOSPITAL: Exclusive Plan Filing Period Stretched to Nov. 4
DRIVETIME AUTOMOTIVE: Moody's Rates $150 Million Sr. Notes at B2

ELECTRIC CITY: Posts $1.8 Million Net Loss in Second Quarter
ENRON CORP: Wants To Disburse $13,573,088 from BV1 Escrow Fund
FALCON PRODUCTS: Plan Confirmation Hearing Set for October 6
FALCON PRODUCTS: Wants Period Solicitation Extended Until Nov. 30
FLAG TELECOM: Wants Teleglobe Inc. Settlement Agreement Approved

FORD MOTOR: Inks Pact With Canadian Workers Union to Cut Jobs
FORD MOTOR: Selling Hertz Corp. to Investor Group for $15 Billion
FORD MOTOR: Offering $2.4 Billion Hertz Securities for Exchange
FOREST OIL: Moody's Affirms Ba3 Corporate Family Rating
FOREST OIL: S&P Places BB- Corporate Credit Rating on Watch

GADZOOKS INC: New Plan to Liquidate Assets Under Chapter 11
GRAFTECH INTERNATIONAL: Grants 819,000 Shares to Five Executives
GRANITE BROADCASTING: Selling Ca. & Mich. Stations for $180-Mil.
GREAT ATLANTIC: S&P Raises Short-Term Rating to B-2 from B-3
HIGH VOLTAGE: Aimland Places EUR8.5 Million Bid for Europa Shares

HOST AMERICA: Faces Nasdaq Delisting & SEC Probe on Alleged Fraud
INTERNATIONAL MILL: S&P Puts B+ Corporate Credit Rating on Watch
INTERSTATE BAKERIES: Committee Turns to Shughart as Local Counsel
INTERSTATE HOTELS: Moody's Affirms B2 Corporate Family Rating
KAISER ALUMINUM: Motion to Settle Underwriters' Claims Draws Fire

KERZNER INT'L: Soliciting Consents to Amend Sr. Note Indentures
LIBERTY TAX: Posts $3.3 Million Net Loss in First Quarter 2005
MAIR HOLDINGS: Sends Northwest Airlines Notice of Default
MEDQUEST INC: S&P Affirms Corporate Credit Rating at B
MERRILL LYNCH: S&P Downgrades Rating on Class J Certificates to D

MILL SERVICES: Moody's Lowers Corporate Family Rating to B2
MINERA MEXICO: Moody's Raises $347 Million Notes' Ratings to Ba2
MIRANT CORPORATION: Gets Court Nod to Employ Deloitte Financial
MIRANT CORPORATION: Court Approves Dalkia & Nstar Agreements
MOLECULAR DIAGNOSTICS: R. McCullough Appointed as Director

MONTPELIER REINSURANCE: Moody's Reviews (P)Ba1 Pref. Shelf Rating
MOT-VANOS INC: Case Summary & 16 Largest Unsecured Creditors
MOVIE GALLERY: S&P Lowers Corporate Credit Rating to B from B+
NCD INC: Files Schedules of Assets and Liabilities in Arizona
NOMURA ASSET: Loan Defeasance Cues Fitch to Lift $33.7 MM Certs.

NORTHWEST AIRLINES: Management Desperate, Says AMFA Leader
NORTHWEST AIRLINES: Defaults On Two, Maybe Three, Debt Obligations
NVE INC: Court Okays Wasserman Jurista as Bankruptcy Counsel
NVE INC: Section 341(a) Meeting Scheduled for Today
NVE INC: Wants McElroy Deutsch as Special Litigation Counsel

OWENS CORNING: Wants to Sell Ohio Property to R. Arenz for $144K
PC LANDING: Inks Settlement with Calif. State Lands Commission
PC LANDING: Wants Court to Approve Settlement Pact with GAL
PEACE ARCH: Former HBO Films Exec. Penny Wolf Named Vice-President
PENINSULA HOLDING: Iskum IX Wants Case Converted to Chapter 7

POINT TO POINT: Gets Court Okay to Hire Kemper CPA as Accountants
PREGIS CORP: S&P Junks $150 Million Senior Subordinated Notes
PREGIS CORP: Moody's Junks Proposed $150 Million Sr. Sub. Notes
PROJECT FUNDING: Fitch Junks Rating on $3.8 Mil. Mezzanine Notes
PROVIDENT PACIFIC: IndyMac Wants Court to Lift Automatic Stay

PXRE REINSURANCE: Moody's Reviews Ba2 Debt Ratings & May Downgrade
RUFUS INC: Young Conaway Approved as Bankruptcy Counsel
RUFUS INC: Hickey & Hill Approved as Corporate & Fin'l. Advisors
SAINT VINCENTS: Medical Staff Objects to Parsons Manor Sale
SAINT VINCENTS: Gives Additional Adequate Assurance to Con Edison

SAINT VINCENTS: DOH Approves St. Mary's Hosp. Closure Plan
SANDISK CORP: S&P Places Corporate Credit Rating at BB-
SCHOOL SPECIALTY: Moody's Junks $300 Million Sr. Sub. Notes
SIRIUS SATELLITE: Exchanging 9-5/8% Sr. Notes for Registered Notes
SOLUTIA INC: Asks Court to Compel Arbitration of Calpine Claims

SOUTHWEST RECREATIONAL: Trustee Wants Morris as Special Counsel
STEWART ENTERPRISES: Financial Restatements May Trigger Default
TELECOM ARGENTINA: Section 304 Petition Summary
TELEGLOBE COMMS: Wants FLAG Settlement Agreement Approved
TORCH OFFSHORE: Wants to Walk Away from Pipeline Installation Pact

TRADEWELL INC: Trustee Has $3 Mil. Bid for 733 Park Ave. Co-Op
TUBE CITY: Moody's Assigns Corporate Family Rating at B2
TUBE CITY: S&P Assigns B Corporate Credit Rating; Stable Outlook
TYCO INT'L: Will Book $280 Million Charge for Patent Infringement
UNITED RENTALS: Appoints Martin E. Welch as Interim CFO

UNITED RENTALS: Improves Consent Solicitation on Notes & QUIPs
UNITED RENTALS: Bondholders Agree to Improved Solicitation Terms
US AIRWAYS: Asks Court to Okay Sale/Leaseback Deal with Fortress
US AIRWAYS: America West Stockholders Adopt Merger Agreement
USG CORP: IRS Audit to Result in $25 Million Earnings Increase

VARIG S.A.: USW Warns Local Union About MatlinPatterson Practices
VLASIC FOODS: Campbell Not Liable to VFB, District Court Rules
WELLSFORD REAL: Directors Withdraw Proposed Stock Split
WESTERN FINANCIAL: Placed on Fitch's Rating Watch Positive
WESTERN FINANCIAL: S&P Puts BB+ Credit Rating on Positive Watch

WESTERN FINANCIAL: Moody's Reviews B1 Subordinate Debt Rating
WHITEHALL JEWELLERS: Beryl Raff Resigns from All Positions
WORLDCOM INC: Settles Dispute Over Six Baltimore Gas Claims

* Sen. Grassley Says Tax Break Won't Stall Airline Bankruptcies

* Upcoming Meetings, Conferences and Seminars

                          *********

110 MEDIA: Inks Letter of Intent to Acquire Global Portals
----------------------------------------------------------
110 Media Group, Inc. (OTCBB:OTEN), entered into a letter of
intent with Global Portals Online, Inc., wherein 110 Media Group
would acquire all of Global Portals Online's issued and
outstanding shares of common stock in exchange for 110 Media
Group's certain number of shares of common stock, and Global
Portals Online would become 110 Media Group's wholly owned
subsidiary.

The number of shares of 110 Media Group's common stock to be
issued to the shareholders of Global Portals Online would be equal
to 70% of the total number of issued and outstanding shares of
common stock of 110 Media Group prior to the completion of certain
additional transactions, including an issuance of a certain number
of 110 Media Group shares of common stock for cash and a reverse
stock split.

The closing of a transaction is subject to several conditions,
including without limitation completion of due diligence, the
negotiation, preparation, execution and delivery of definitive
documents, completion of a financing for cash and completion of a
reverse stock split.

                      About Global Portals

Global Portals Online, Inc. (formerly Personal Portals Online)
offers the consumer a chance to build his own online portal from a
partners site with features such as a easy-to-use multimedia
website builder, business/personal life management tools (email,
calendar, instant messaging, file sharing, etc.), customized news
updates, community tools, automated commerce products, and options
previously unavailable to the novice Webmaster.

                      About 110 Media Group

Headquartered in Melville, New York, 110 Media Group, Inc., --
http://www.110mediagroup.com-- fka Dominix, Inc., is a media   
marketing company specializing in marketing of products utilizing
direct email, online exposure and traditional methods positioned
to be the fastest growing media firm in the world.  The company
offers manufacturers, resellers and service providers a reliable,
high-quality resource for business development, market
development, and channel development.  110 Media targets large
Internet retailers and adult entertainment firms within the US and
worldwide.

                         *     *     *

                      Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about 110
Media's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended
Dec. 31, 2004, and Dec. 31, 2003.  The accounting firm pointed to
the company's $2.1 million loss in 2004 and a $186,000 loss in
2003.  For the six-months ending June 30, 2005, the Company
incurred a $1,099,236 net loss.


142 WEST: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 142 West 139th St. Realty LLC
        c/o Maywood Capital
        2082 Madison Avenue
        New York, New York 10037-3428

Bankruptcy Case No.: 05-17778

Type of Business: The Debtor acquires, owns, operates and develops
                  real property.  The Debtor's associates, Maywood
                  Consolidated Properties, Inc., and 43 debtor-
                  affiliates, filed for chapter 11 protection on
                  February 19, 2005 (Bankr. S.D.N.Y. Case No.
                  05-10944)(Drain, J.).  Maywood's bankruptcy
                  filing was reported in the Troubled Company
                  Reporter on Feb. 24, 2005.

Chapter 11 Petition Date: September 12, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  Wayne M. Greenwald, P.C.
                  99 Park Avenue, Suite 800
                  New York, New York 10016
                  Tel: (212) 983-1922
                  Fax: (212) 953-7755

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Berger Family Trust                        $670,000
   2312 Banner Drive
   Menlo Park, CA 94025

   Internal Revenue Service                    Unknown
   Holtsville, NY

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

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


ACE AVIATION: Income Fund Unit to Make Cash Distributions Tomorrow
------------------------------------------------------------------
Aeroplan Income Fund (TSX: AER.UN) will pay unitholders of record
at the close of business on August 1, 2005, a cash distribution in
the amount of $0.0583 per Fund unit, covering the period from
August 1, 2005, to August 31, 2005.

The Income Fund will make the cash distributions tomorrow,
Sept. 15, 2005.

The Fund is an unincorporated, open-ended trust established under
the laws of the Province of Ontario, created to indirectly acquire
and hold an interest in the outstanding limited partnership units
of Aeroplan Limited Partnership.  The Fund indirectly holds 14.4 %
of Aeroplan Limited Partnership with ACE Aviation Holdings Inc.
holding the remaining majority interest of the outstanding LP
Units.

                          About Aeroplan

Aeroplan -- http://www.aeroplan.com-- develops and executes  
innovative and appealing member-targeted marketing programs
designed to engage the loyalty of this elite and prestigious
segment of Canadian consumers.

                       About ACE Aviation

ACE Aviation is the parent holding company of Air Canada and ACE's
other subsidiaries.  Air Canada is Canada's largest domestic and
international full-service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP. (Air Canada
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ACTIVISION INC: Names Thomas Tippl as Chief Financial Officer
-------------------------------------------------------------
Activision Inc. (Nasdaq: ATVI) appointed Thomas Tippl as its
chief financial officer.  Mr. Tippl succeeds William Chardavoyne
who will leave the company to pursue other interests at the end
of fiscal year 2006 after serving more than five years as
Activision's chief financial officer.  Mr. Tippl will work
closely with Mr. Chardavoyne through the end of the fiscal year
(March 31, 2006).

A 14-year veteran of Procter & Gamble, Mr. Tippl has held
leadership positions in investor relations, global treasury,
financial and strategic planning, acquisitions and divestitures,
and financial management of business units in Asia, Europe and
North America.  Mr. Tippl will report directly to Mike Griffith,
President and Chief Executive Officer of Activision Publishing,
Inc.

"Thomas' extensive credentials and my personal experience working
with him in the past give me confidence that he is the right
person to build on our track record of growth and take us to the
next level of leadership in the video game industry," said Mike
Griffith.

"Thomas is an energetic, experienced and far-sighted executive
with a strong track record as a financial professional from one of
the world's most respected companies.  His experience in business
development, organizational management and international commerce
make him the ideal choice to drive and manage Activision's
strategic direction and growth and help us continue to deliver
superior financial returns to our shareholders," added Robert
Kotick, Chairman and CEO, Activision, Inc.

"Bill Chardavoyne has contributed enormously to our strong
financial and operational execution over the past five years.  
Today, Activision has a solid financial management organization
and maintains one of the strongest balance sheets in the industry.
We are deeply grateful for Bill's contributions over these last
five years," Mr. Kotick continued.

Mr. Tippl added, "I expect to build on the solid financial
foundation that exists at Activision to continue to maximize long-
term shareholder value by focusing on sustained profitability,
identifying and exploiting additional sources of revenue,
expanding our operating margins, and maintaining Activision's
culture of financial integrity."

Mr. Tippl, 38, joined Procter & Gamble in 1991 as Manager
Financial Analysis, P&G Austria.  He graduated at the top of his
class with a Masters degree in Economics & Social Sciences from
the Vienna University of Economics and Business Administration.

Headquartered in Santa Monica, California, Activision, Inc. --
http://activision.com/-- is a leading worldwide developer,  
publisher and distributor of interactive entertainment and leisure
products. Founded in 1979, Activision posted net revenues of
$1.4 billion for the fiscal year ended March 31, 2005.  Activision
maintains operations in the U.S., Canada, the United Kingdom,
France, Germany, Italy, Japan, Australia, Scandinavia, Spain and
the Netherlands.

                          *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services raised its ratings on video
game publisher Activision, Inc., including the corporate credit
rating on the company, which was raised to 'BB-' from 'B+'.  The
upgrade is based on the company's success in developing new
franchise titles, its market share improvement, and its stronger
financial measures.

S&P said the rating outlook is stable.  Santa Monica, California-
based Activision had no debt outstanding at Dec. 31, 2004.


ADELPHIA COMMS: Has Until Plan Confirmation to Remove Civil Suits
-----------------------------------------------------------------
As their chapter 11 cases move forward towards emergence, Adelphia
Communications Corporation and its debtor-affiliates remain party
to more than 300 civil state court actions or proceedings, Shelley
C. Chapman, Esq., at Willkie Farr & Gallagher, in New York, says.

The ACOM Debtors assert that they need more time to make fully
informed decisions concerning the removal of the State Court
Actions without prematurely waiving the automatic stay.  An
extension would also assure that the Debtors do not forfeit
valuable rights under Section 1452 of the Judiciary Code.

At the ACOM Debtors' request, Judge Gerber extends the period
within which the ACOM Debtors may seek to remove civil actions
pending on the Petition Date to the later to occur of:

    a. the date the Court confirms the ACOM Debtors' Plan of
       Reorganization; and

    b. 30 days after the Court terminates the automatic stay with
       respect to the particular action sought to be removed.

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


ALLIANCE GAMING: Moody's Lowers $425 Million Debts' Ratings to B1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Alliance Gaming
Corporation and placed the ratings on review for possible further
downgrade.  These ratings were affected:

   -- $75 million senior secured revolving credit facility
      due 2008, to B1 from Ba3;

   -- $350 million senior secured term loan due 2009, to B1
      from Ba3; and

   -- corporate family rating, to B1 from Ba3.

The downgrade was in response to the company's announcement it
will not be in a position to file its Annual Report on Form 10-K
for the fiscal year ended June 30, 2005 by September 13, 2005.
Although Alliance intends to file for a 15 calendar day extension,
the company stated that it may not be able to file the Form 10-K
by the extended filing date.  The downgrade also takes into
consideration that in the course of the annual closing and audit
process, several transactions came under review with respect to
the timing of revenue recognition.  This finding has prompted a
broader review of Alliance's sale contracts and revenue
recognition practices.

The ratings were placed on review for further possible downgrade
given that until the broader review of Alliance's sale contracts
and revenue recognition practices is completed, it will not be
possible for the company to determine whether a restatement of
certain quarterly results for fiscal year 2005 or other periods
will be required.  Depending on the outcome of this review and
final reported results for the fiscal year, Alliance could be in
violation of its leverage ratio covenant.  In addition, if the
company is unable to deliver audited financial statements and
compliance certificates to its lenders by September 28, 2005, it
will be in default under the credit agreement.  The credit
agreement does, however, provide for certain notice and cure
provisions that would give Alliance until November 4, 2005 to
deliver those financial statements and compliance certificates.

Any further downgrade will consider the business and financial
impact of this announcement and subsequent findings, particularly
with respect to the impact it may have on the company's overall
business reputation.  This announcement comes at a time when
Alliance's relatively new senior management team has been
addressing unrelated challenges related to the company's service
reliability and game performance.

Any further negative rating action will also take into account the
recent termination of a distributor agreement.  In August 2005,
Alliance entered into a termination agreement with its distributor
of video poker games for the Oklahoma market, which had originally
been entered into in December 2004.  This termination is expected
to impact fiscal year 2005 revenue and margin for 600 gaming
machines the company has now taken back.  Also considered will be
the impact from Hurricane Katrina as it relates to the delivery of
machines into the New Orleans and Gulf Coast gaming markets and
the financial performance of Alliance's owned and operated
Mississippi casino property.

Headquartered in Las Vegas, Nevada, Alliance Gaming Corporation is
engaged primarily in the design, manufacture and distribution of
gaming devices and systems worldwide.  The company also owns and
operates Rainbow Casino in Vicksburg, Mississippi.


ATA AIRLINES: Court Rejects Chicago Express Creditors' Committee
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 9, 2005, 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. "Chip" Bowles, Jr., Esq., at Greenebaum, Doll & McDonald,
PLLC, in Louisville, Kentucky, asserts that the interests of all
of the ATA Airlines, Inc. and its debtor-affiliates' 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.

Accordingly, the Creditors Committee asked the U.S. Bankruptcy
Court for the Southern District of Indiana to deny the Motion.

The Ad Hoc Committee of unsecured creditors of C8 Airlines, Inc.,
formerly known as Chicago Express Airlines, Inc., refutes certain
claims made by the Debtors and the Official Committee of
Unsecured Creditors.

Aaron L. Hammer, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, tells the Court that the U.S. Trustee did not deny the
Ad Hoc Committee's initial requests for the appointment of another
committee.  Instead, the U.S. Trustee advised the group to raise
the issue with the Court via motion.

After reviewing the Motion, the U.S. Trustee informed the Ad Hoc
Committee's counsel that it does not object to the Motion, Mr.
Hammer relates.

With the Debtors' admission that they "are on the verge of filing
a plan" and "in the process of analyzing substantive consolidation
issues with respect to all of the Debtors' estates," the timing
could not be more ripe for the appointment of the committee, Mr.
Hammer asserts.  He adds that time will be required for a Chicago
Express committee to perform the requisite diligence and financial
analysis necessary to analyze the issues raised by the Ad Hoc
Committee.

The Objectors' "concern" for Chicago Express' administrative
solvency is a red herring, Mr. Hammer maintains.  He says that
given that the Debtors starved Chicago Express for substantial
cash due to the Intercompany Claims, the Debtors cannot now argue
that administrative solvency issues preclude appointment of a new
creditors committee.

Moreover, Mr. Hammer continues, the Objectors apparently
misconstrue the Examiner's Report and take certain of its
statements out of context.  Mr. Hammer notes that the Examiner,
with limited time, did not formulate definitive conclusions with
respect to the Guarantees, and thus it is now ripe for further
investigation of the issues.

According to Mr. Hammer, the conflicts of the Creditors Committee
with respect to Chicago Express run significantly beyond the
composition of the Committee.  "The [Creditors] Committee members
(which hold their claims against the non-Chicago Express Debtors,
except for those bondholders who hold available Guarantee claims
at [Chicago Express]) cannot act in the best interest of Chicago
Express' Estate without diluting their own recoveries from the
Non-Chicago Express Debtors under any scenario presented."

Mr. Hammer argues that the other options suggested by the Debtors
simply don't work due to these circumstances:

    (i) A Chicago Express trade creditor added to the Creditors
        Committee would be dominated by the six existing Committee
        members and have nothing more than a dissenting vote on
        the Committee;

   (ii) It is unclear whether individual Chicago Express creditors
        have standing on behalf of Chicago Express Estate to
        pursue claims necessary to improve their recoveries;

  (iii) Given that the important aspects of the record are under
        seal, it will be impossible for the Ad Hoc Committee to
        make any meaningful progress;

   (iv) Chicago Express creditors primarily hold small claims
        against Chicago Express, which makes funding litigation
        against the mega-Debtors next to impossible; and

    (v) An official Chicago Express creditors committee will have
        substantially more influence in protecting the rights of
        the Chicago Express creditors than any other option.

Accordingly, the Ad Hoc Committee asks the Court to overrule the
Objections.

                           *     *     *

After a hearing, Judge Lorch denied the Ad Hoc Committee's request
in open court.

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


ATA AIRLINES: Asks Court to Okay Worldspan Settlement Agreement
---------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to approve a
settlement agreement between ATA Airlines, Inc., and Worldspan,
L.P.

Pursuant to a Participating Carrier Agreement dated June 11,
1994, Worldspan agreed to provide to ATA certain computerized
reservations systems and related services.

A dispute has arisen between the parties regarding certain
prepetition charges to ATA that the Debtor charged back through
the Airlines Clearing House, Inc.

Following arm's-length negotiations, the parties agree:

   (i) that ATA will assume the Participating Carrier Agreement
       as part of a confirmed plan of reorganization, with the
       assumption of the Agreement being effective on the
       Effective Date of the Plan; and

  (ii) on the final cure amounts of defaults associated with the
       Prepetition Obligations and any administrative expense
       claims arising from the negotiation of the Settlement.

The Debtors have filed the Settlement Agreement under seal.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, says the Settlement contains sensitive, non-public
details regarding the Debtors' present and projected financial
status.  This information is highly proprietary and confidential,
and the disclosure of the information would undoubtedly cause
serious detriment to the Debtors.

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)


ATKINS NUTRITIONALS: Court Sets Oct. 14 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
set 5:00 p.m. on Oct. 14, 2005, as the deadline for all creditors
owed money by Atkins Nutritionals, Inc., and its debtor-
affiliates, on account of claims arising prior to July 31, 2005,
to file formal written proofs of claim.

Original Proofs of Claim must be sent by overnight delivery or
hand delivered to the Atkins Claims Processing Center at:

          The United States Bankruptcy Court
          Southern District of New York
          Atkins Claims Processing Center
          One Bowling Green, Room 534
          New York, New York 10004-1408

or mailed to:

          The United States Bankruptcy Court
          Southern District of New York
          Atkins Claims Processing Center
          P.O. Box 5109, Bowling Green Station
          New York, New York 10274-5109

Proof of claim forms are available at:

    http://www.uscourts.gov/bkforms/official/b10.pdf

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sell nutritional supplements based on its   
founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


ATKINS NUTRITIONALS: Wants Open-Ended Period to Decide on Leases
----------------------------------------------------------------
Atkins Nutritionals, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend,
until the confirmation of a plan of reorganization in their
chapter 11 cases, the period within which they can elect to
assume, assume and assign or reject their unexpired leases on four
non-residential real properties.  

The Debtors tell the Bankruptcy Court that they have been unable
to evaluate the unexpired leases because they have concentrated on
securing debtor-in-possession financing, formulating a plan of
reorganization and disclosure statement and other pressing matters
in their bankruptcy cases.

The Debtors assure the court that the proposed extension will not
prejudice their lessors, as they remain current on their
obligations under the leases.

A list of the four unexpired leases is available for free at:

           http://researcharchives.com/t/s?175
  
Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sell nutritional supplements based on its   
founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


BEAR STEARNS: Fitch Rates $5.3MM Private Certificates at BB
-----------------------------------------------------------
Bear Stearns Asset Backed Securities Trust, Series 2005-3, asset-
backed certificates are rated by Fitch Ratings:

     -- $261,819,000 class A 'AAA';
     -- $26,134,000 class M-1 'AA';
     -- $14,750,000 class M-2 'A';
     -- $3,367,000 class M-3 'A-';
     -- $3,046,000 class M-4 'BBB+';
     -- $3,367,000 class M-5 'BBB';
     -- $2,886,000 class M-6 'BBB-';
     -- $5,290,000 privately offered class M-7 'BB'.

The 'AAA' rating on the senior certificates reflects the 20.00%
credit enhancement provided by 8.15% class M-1, 4.60% class M-2,
1.05% class M-3, 0.95% class M-4, 1.05% class M-5, 0.90% class M-
6, 1.65% class M-7, along with target overcollateralization of
1.65%.  In addition, the ratings on the certificates reflect the
quality of the underlying collateral, and Fitch's level of
confidence in the integrity of the legal and financial structure
of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$320,659,792.  

As of the cut-off date (Aug. 1, 2005), the mortgage loans had a
weighted average combined loan-to-value ratio of 83.18%, weighted
average coupon of 7.871%, weighted average remaining term of 336
months and an average principal balance of $144,767.  Single-
family properties account for 74.62% of the mortgage pool, two- to
four-family properties 6.82%, and condos 4.67%.  Approximately
90.95% of the properties are owner occupied.  The three largest
state concentrations are California (29.41%), Florida (8.45%) and
New York (7.98%).

Approximately 10.42% of the loans may be subject to special rules,
disclosure requirements, and other provisions that were added to
the federal Truth-in-Lending Act by the Home Ownership and Equity
Protection Act of 1994, or HOEPA.  As to approximately 89.58% of
the mortgage loans, none of such loans are 'high cost' loans as
defined under any local, state or federal laws.  For additional
information on Fitch's rating criteria regarding predatory lending
legislation, please see the press releases issued May 1, 2003
entitled, 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation' and Feb. 23, 2005 entitled, 'Fitch Revises
RMBS Guidelines for Antipredatory Lending Laws', available on the
Fitch Ratings web site at http://www.fitchratings.com/

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust.  LaSalle Bank, National
Association, will act as Trustee.  EMC Mortgage Corporation.,
rated 'RPS1' by Fitch, will act as Master Servicer for this
transaction.


BOUNDLESS CORP: Going Concern Viability Hinges on Reorganization
----------------------------------------------------------------
Boundless Corp. delivered its annual report on Form 10-K for the
year ending December 31, 2003, to the Securities and Exchange
Commission on September 6, 2005.  

BP Audit Group, PLLC, the Company's auditor, raised substantial
doubt about the Company's ability to continue as a going concern,
pointing to:

   * the Company's substantial losses from operations in each of
     its last four fiscal years,

   * the Company's $14,877,000 equity deficit at Dec. 31, 2003,  

   * the Company's $39,000 working capital deficit at
     Dec. 31, 2003

Although the Company and its subsidiaries are currently operating
as debtors-in-possession under the jurisdiction of the Bankruptcy
Court, the continuation of the business as a going concern is
first contingent upon the ability of the Company to confirm a plan
of reorganization under the Bankruptcy Code and emerge from
bankruptcy protection and then subsequently, among other things:  

   (1) the ability of the Company to restructure the terms of its
       secured debtors-in-possession financing, thereby reducing
       its cost of borrowing;

   (2) the ability of the Company to negotiate trade financing
       with suppliers at acceptable terms;

   (3) the ability of the Company to negotiate contracts for the
       sale of its manufacturing   services  to  customers  to  
       provide additional liquidity for operations;  

   (4) the ability of the Company to generate cash from operations
       and to maintain adequate cash on hand; and

   (5) the ability of the Company to achieve profitability.

The Court will consider confirmation of the chapter 11 plan on
September 22, 2005.

                           Plan Terms

Under the Plan, Boundless Corporation will emerge as a subsidiary
of Vision Technologies.  The current management team will continue
to operate the company.

Boundless Corporation's long-range plan will be to:

     (i) continue to provide custom, cost effective text terminal
         display devices for new system installations and to the
         replacement market;

    (ii) expand the product lines to include custom Linux based
         terminals for text and web applications; and

   (iii) expand the products lines to include RFID read/write
         capabilities for frequency and ultra high frequency
         applications.

The Plan groups claims and interests into nine classes, with
unimpaired claims consisting of:

   a) Allowed Administrative Claims to be paid 100% of their
      claims on the Effective Date;

   b) the Secured Valtee Claims will be paid in full over a
      period of 30 to 34 months subsequent to the Effective Date;

   c) the Secured Vision Claims will be paid 100% with shares of
      Boundless Common Stock;

   d) the partially Secured Norstan Claim will be in 72 monthly
      $5,000 installments beginning on the Effective Date;
      and

   e) Allowed Priority Claims and Allowed Priority Tax Claims
      will be paid 100% of their claims in Cash on the Effective
      Date.

Impaired claims consisting of:

   a) Allowed Unsecured Claims will receive their Pro Rata share
      of cash payments equal to 2% of the first $7 million of
      annual revenues derived from the sale of text terminals,
      plus 4% of annual revenues derived from text terminal sales
      exceeding $7 million; and

   b) Holders of Mandatorily Redeemable Preferred Stock and
      Holders of Existing Stock will not receive any cash or
      property under the Plan and their stock will be cancelled
      on the Record Date.

Full-text copies of the Amended Disclosure Statement and Amended
Joint Plan are available for a fee at:

      http://www.ResearchArchives.com/download?id=040812020022  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?17b

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS
company providing build-to-order (BTO) systems manufacturing,
printed circuit board assembly.  The Company and its debtor-
affiliates filed for chapter 11 protection on March 12, 2003
(Bankr. E.D.N.Y. Case No. 03-81558).  Jeffrey A Wurst, Esq., at
Ruskin Moscou Faltischek PC, represents the Debtors in their
restructuring efforts.  The law firm of Platzer Swergold Karlin
Levine Goldberg & Jaslow, LLP, represents an Official Committee of
Unsecured Creditors appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it listed total
assets of $19,442,850 and total debts of $19,417,517.


BUCKEYE TECHNOLOGIES: Files Annual Report Ending June 30 with SEC
-----------------------------------------------------------------
Buckeye Technologies, Inc., delivered its annual report on Form
10-K for the year ending June 30, 2005, to the Securities and
Exchange Commission on September 7, 2005.  

The Company's net income reached $20.2 million last year.  
This compares to a $38.2 million loss in fiscal 2004 and a
$24.9 million loss of in fiscal 2003.

Net sales for fiscal year 2005 were $712.8 million, 8.5% above
the $656.9 million achieved in fiscal 2004 and 11% above the
$641.1 million achieved in fiscal 2003.

The Company's gross margin in fiscal year 2005 climbed to 17%,
from 12% in fiscal 2004 and 13% in fiscal 2003.

Net cash provided by operating activities totaled $78.6 million.
The Company reduced the debt on its balance sheet by $67.7 million
(from $606.7 million to $539.0 million).

The Company reported assets totaling $754.49 million and $546.29
million in total debts at June 30, 2005.

The positive events in the Company's markets were dampened by
rising costs for chemicals, energy and other materials.  The
Company expects high costs in these areas to continue pressuring
our operating margins.  Since demand for the Company's specialty
fibers is sufficiently strong, it believes it can implement price
increases in these markets in the future.  However, the Company is
restrained from doing this quickly due to existing commercial
agreements.

The Company's common stock trades on the New York Stock Exchange
under the symbol BKI.  The Company estimates there were
approximately 4,600 shareholders of record on August 30, 2005.  
A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?179

Buckeye Technologies, Inc., a leading manufacturer and marketer of
specialty fibers and nonwoven materials, is headquartered in
Memphis, Tennessee, USA. The Company currently operates facilities
in the United States, Germany, Canada, and Brazil. Its products
are sold worldwide to makers of consumer and industrial goods.

                         *     *     *

As reported in the Troubled Company Reporter on Feb 2, 2005,
Moody's Investors Service assigns a B1 rating to Buckeye
Technologies Inc.'s (Buckeye) $85 million increase of its senior
secured term loan B, affirms all other ratings, and changes
outlook to stable from negative.

Moody's also affirmed these ratings:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated Caa1

   * US$150 million, guaranteed senior secured term loan B, due
     October 15, 2008, rated B1

   * US$70 million, guaranteed senior secured revolver, due
     September 15, 2008, rated B1

   * US$200 million, 8.5%, guaranteed senior unsecured notes, due
     2013, rated B3

   * US$100 million, 9.25% senior subordinated notes, due 2008,
     rated Caa1

   * US$150 million, 8.0% senior subordinated notes, due 2010,
     rated Caa1

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' secured bank
loan rating to specialty pulp producer Buckeye Technologies Inc.'s
proposed $85 million term loan B add-on, based on preliminary
terms and conditions.  All other ratings were affirmed.  S&P says
the outlook is stable.


CATHOLIC CHURCH: Tucson Wants Ordinary Mutual Settlement Approved
-----------------------------------------------------------------
Since July 1987, The Ordinary Mutual has issued consecutive one-
year liability insurance policies to the Diocese of Tucson
insuring all diocesan-related entities, including the Parishes
that are within the Diocese's territory.

Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that with respect to the insurance
coverage provided for "sexual misconduct claims," the coverage was
written on a "claims-made" basis.  Meaning, the insurance policy
that covers each claim is not the policy that may have been in
effect when the sexual misconduct occurred, but the policy that
was in effect when the claim with respect to that misconduct was
made.  It was a condition of each of the policies, however, that
the sexual misconduct occurred after July 1985 to be covered under
any of the Policies.

Numerous individuals have asserted claims against the Diocese for
injuries allegedly suffered due to sexual abuse by priests
negligently hired, supervised, or maintained by the Diocese.  
Certain disputes between the Diocese and Ordinary Mutual have
arisen and would be likely arise in the future concerning Ordinary
Mutual's position regarding the nature and scope of its
responsibilities to provide coverage to the Diocese and the Other
Insureds.

To avoid the significant costs in litigating its coverage claims
against Ordinary Mutual, the Diocese entered into a settlement
agreement with Ordinary Mutual, resolving all disputes between
them.

By this motion, Tucson asks the U.S. Bankruptcy Court for the
District of Arizona to approve the Settlement Agreement.

Among other things, the Agreement provides that Ordinary Mutual
will:

   (a) make a $2,750,000 lump-sum payment to the Diocese to
       settle all coverage disputes under the Prior Policies;

   (b) be treated as a Settling Insurer in accordance with
       Tucson's confirmed Plan of Reorganization;

   (b) have no further obligation for any Sexual Misconduct
       claims asserted against the Diocese for claims filed
       before June 30, 2005; and

   (d) be released from all claims for or related to insurance
       coverage for Sexual Misconduct Claims under the Policies;
       and

   (e) provide certain limited coverage for any Unknown Tort
       Claims asserted between July 1, 2005, and June 30, 2006,
       which are ultimately allowed by Lina Rodriguez, the
       Special Arbitrator appointed pursuant to the Plan.

The Diocese and the Other Insureds are presently insured by
Ordinary Mutual for the period July 1, 2005, through June 30,
2006, under a new policy.  The Current Policy contains a co-
insurance obligation for Sexual Misconduct Claims, an annual
aggregate limit of liability for the claims, and a per-perpetrator
limit of liability for the claims.

Under the co-insurance obligation, Ordinary Mutual's obligation
under the Current Policy for any Sexual Misconduct Claim,
including an Unknown Tort Claim, would be 50% of the amount paid
by the Diocese or Other Insured on the claim.

Pursuant to the Settlement, the Diocese will not be required to
make the co-insurance payment that would otherwise be required by
the Current Policy.

If additional distributions are to be made to holders of Unknown
Tort Claims within three years after the end of the Current
Policy Coverage Period, Ordinary Mutual will pay 50% of the
additional distribution amount.

However, Ordinary Mutual's maximum contribution obligation on
account of all distributions will not exceed 150% of its
contribution on account of the Initial Distribution Amount to the
claimant.  Moreover, Ordinary Mutual's contribution obligation
will expire at the end of the three-year period.

A full-text copy of the "Summary of Principal Settlement Terms
Between The Ordinary Mutual and Diocese of Tucson" is available
for free at:

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

                 Settlement Must Be Approved

The Agreement reflects an appropriate balance of costs, risks and
potential rewards of litigation, Mr. Nye asserts.  Resolving
coverage disputes would involve extended litigation in which
expenses likely could, in the aggregate, amount to hundreds of
thousands of dollars or, if litigated on a contingent fee basis,
would dilute the ultimate recovery to the Diocese.

Mr. Nye says the additional coverage that will cover Unknown Tort
Claims will also provide potential additional amounts to pay
Allowed Unknown Tort Claims in addition to the Unknown Claims
Reserve.  This will benefit not only Unknown Tort Claimants but
also Settling Tort Claimants to the extent it increases the amount
of the Unknown Claims Reserve.

The parties are in the process of finalizing the Agreement, Mr.
Nye explains.  However, the principal terms as summarized will
form the basis of the Agreement and the economic terms are not
anticipated to change.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 41
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Court Approves Tucson's Settlement with Parishes
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Diocese of Tucson's Settlement with the Parishes.

As reported in the Troubled Company Reporter on July 26, 2005, the
Parishes and the Diocese of Tucson are parties to three primary
categories of disputes in the Reorganization Case:

   * Disputes over claims for indemnity and contribution related
     to alleged Tort Claims against the Diocese and co-
     defendants, including claims that certain of the Parishes
     are liable for allegations involving sexual abuse by clergy,
     workers or volunteers working in the Diocese or otherwise
     associated with the Diocese;

   * Disputes over the scope of property of the estate, including
     potential avoidance actions, but primarily, whether or not
     property owned individually by each of the Parishes is
     property of the estate; and

   * Disputes over claims against various insurance policies
     owned by the Estate, including coverage disputes, and under
     which there are other insured, including the Parishes.

The terms of the Agreement are:

   (a) The Parishes will contribute $2 million to the Estate to
       be used to fund the Litigation and Settlement Trusts
       established by the Plan;

   (b) The Parishes agree to execute the necessary documents so
       that all policies under which the Parishes are insureds or
       co-insureds with the Diocese may be settled with the
       proceeds used to fund the Litigation and Settlement Trusts
       established by the Plan;

   (c) The Parishes will be deemed Participating Third Parties
       and will be beneficiaries of the channeling of the Tort
       Claims, Relationship Tort Claims, and Unknown Tort Claims
       to the Settlement Trust and the Litigation Trust, and the
       issuance of the channeling injunction through the
       confirmation of the Diocese's Plan;

   (d) The Diocese, on the Plan Effective Date, will release each
       of the Parishes with respect to certain claims including,
       but not limited to:

          -- Contribution Actions as defined in the Plan;

          -- Avoidance Actions as defined in the Plan; and

          -- certain other claims related to the disclosed
             disputes; and

   (e) The Parishes, on the Plan Effective Date, will release the
       the Diocese from indemnity and contribution claims related
       to the disputes.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 41
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEMEX S.A.: Plans to Launch Non-Dilutive Equity Offering
--------------------------------------------------------
CEMEX, S.A. de C.V. (NYSE: CX) intends, subject to market and
other conditions, to commence a global public offering of 27
million of its American Depositary Shares plus up to an additional
3.99 million ADSs to cover over-allotments, through a Mexican
trust created to sell the ADSs in the offering.

This transaction will not increase the number of shares
outstanding and thus will not dilute existing shareholders.
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. will
act as joint bookrunning managers for the offering.

The ADSs are being offered in connection with the unwinding of
several forward contracts entered into between certain banks and
CEMEX.  The proceeds of the sale of the ADSs being offered will be
applied against amounts CEMEX is obligated to pay under the
forward contracts in respect of the ADSs sold, with remaining
amounts payable to CEMEX.

A shelf Registration Statement relating to these securities has
been filed with the Securities and Exchange Commission and is
effective.  This announcement shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

The offering is made solely by prospectus.  Copies of the
prospectus supplement and prospectus, when available, may be
obtained from the Prospectus departments of:

     Citigroup Global Markets Inc.
     Brooklyn Army Terminal
     140 58th Street
     Brooklyn, NY 11220
     Tel: (718) 765-6732
     Fax: (718) 765-6734

          - or -

     J.P. Morgan Securities Inc.
     One Chase Manhattan Plaza, Floor 5B
     New York, NY 10081
     Tel: (212) 552-5164
     Fax: (212) 552-5319

CEMEX S.A. -- http://www.CEMEX.com/-- is a growing global  
building solutions company that provides products of consistently
high quality and reliable service to customers and communities in
more than 50 countries throughout the world. The company improves
the well-being of those it serves through its relentless focus on
continuous improvement and efforts to promote a sustainable
future.

                        *     *     *

As reported in the Troubled Company Reporter on May 30, 2005,
Moody's Investors Service has revised the ratings outlook on Cemex
S.A. de C.V.'s Ba1 ratings to positive from stable.  Ratings
affected include the company's Ba1 ratings on approximately
$110 million in senior unsecured Euro notes and its senior implied
rating.

The positive outlook reflects Moody's recognition that Cemex's
management has begun to mitigate the significant near-term
refinancing risk associated with RMC Group acquisition debt.
Recently, the company extended the median debt maturity profile
from 2.8 years, following the RMC acquisition, to an average life
of around 4 years.  Moody's believes continued progress in both
lengthening the average debt maturity profile to a minimum of
5 years and diversifying the company's funding sources, which have
been heavily dependent on bank financing, will reduce the
company's financial risk profile and are necessary for achieving
an upgrade in the company's ratings to investment grade.

The positive outlook also reflects Moody's belief that strong
growth in consolidated revenue and free cash flow, which will
continue to be primarily allocated towards absolute debt reduction
of at least $1.2 billion in 2005 and additional incremental debt
reduction over the intermediate term, will result in credit
metrics that are consistent with a Baa3 rating.


CENVEO INC: Names Robert Burton CEO & Sean Sullivan CFO
-------------------------------------------------------
Cenveo(TM), Inc. (NYSE: CVO) disclosed the appointment of:

   -- Robert G. Burton, Sr.,
   -- Patrice M. Daniels,
   -- Leonard C. Green,
   -- Mark J. Griffin,
   -- Michael W. Harris,
   -- Thomas Oliva,
   -- Robert T. Kittel, and
   -- Robert Obernier

to serve on the Company's board of directors.  The Company said
that all of its incumbent directors, other than Jerome W.
Pickholz, have resigned.  The appointment of the new directors and
the resignations of the incumbent directors were made pursuant to
a Settlement and Governance Agreement that Cenveo had entered into
on Friday, Sept. 9, 2005, with Burton Capital Management, LLC and
Robert G. Burton, Sr.

Mr. Burton has been appointed its Chairman and Chief Executive
Officer while Sean Sullivan is named as the Company's Chief
Financial Officer.

Cenveo, Inc. (NYSE: CVO) -- http://www.cenveo.com/-- is one of    
North America's leading providers of visual communications with  
one-stop services from design through fulfillment.  The company is  
uniquely positioned to serve both direct customers through its  
commercial segment, and distributors and resellers of printed  
office products through its Quality Park resale segment.  The  
company's broad portfolio of services and products include e-
services, envelopes, offset and digital printing, labels and  
business documents.  Cenveo currently has approximately 9,400  
employees and more than 80 production locations plus five advanced  
fulfillment and distribution centers throughout North America.  In  
2004 and 2005, Cenveo was voted among Fortune Magazine's Most  
Admired Companies in the printing and publishing category and has  
consistently earned one of the highest Corporate Governance  
Quotients by Institutional Shareholder Services.  The company is  
headquartered in Englewood, Colorado.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2005,  
Standard & Poor's Ratings Services revised its CreditWatch listing  
on ratings on Cenveo Inc., including its 'B+' corporate credit  
rating, to negative implications from developing following the  
company's announcement it had concluded its review of strategic  
alternatives.
      
The ratings were originally placed on CreditWatch on April 18,  
2005, following the company's announcement it was exploring  
strategic alternatives, which could have included a sale of the  
company.  The Englewood, Colorado-based commercial printer had  
more than $850 million in lease-adjusted debt outstanding as of  
June 2005.
       
"Cenveo's announcement removes potential upside pressure on  
ratings stemming from an acquisition by a higher-rated entity,"  
said Standard & Poor's credit analyst Emile Courtney.


CHARTER COMMS: Noteholders Tender $6.83 Billion in Debt Swap
------------------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR) disclosed the results
to date of the offers by its subsidiaries, CCH I, LLC, and CCH I
Holdings, LLC, to exchange any and all of the approximately
$8.43 billion aggregate principal amount of outstanding debt
securities of Charter Communications Holdings, LLC in a private
placement for new debt securities.

As of 5:00 p.m., Eastern Time, on Friday, Sept. 9, 2005,
approximately $6.83 billion in total principal amount of Old Notes
(approximately 81%) had been validly tendered, consisting of
approximately $3.39 billion aggregate principal amount of Old
Notes that mature in 2009 and 2010 and approximately $3.44 billion
aggregate principal amount of Old Notes that mature in 2011 and
2012.

Based upon the tenders to date and subject to consummation of the
offers, approximately $3.53 billion principal amount of new 11.00%
Senior Secured Notes due 2015 of CCH I and approximately $2.50
billion in aggregate principal amount of various series of Senior
Accreting Notes due 2014 and 2015 of CIH would be issued and
approximately $777 million aggregate principal amount of Old 2009-
2010 Notes and approximately $914 million aggregate principal
amount of Old 2011-2012 Notes would remain outstanding.

The table below shows the principal amount of each series of Old
2009-2010 Notes tendered by the early participation date, the
principal amount of new CCH I Notes that would be issued in the
offer by series and the principal amount of Old 2009-2010 Notes
that would remain outstanding by series subsequent to settlement,
based upon the tenders to date and subject to consummation of the
offers.

             Principal Amount                 
   CUSIP          Outstanding   Title of the Old 2009-2010 Notes   
   -----     ----------------   --------------------------------
16117PAE0      $1,244,067,000   8.625% Senior Notes due 2009
16117PAK6         640,437,000   10.00% Senior Notes due 2009
16117PAT7         874,000,000   10.75% Senior Notes due 2009
16117PAZ3         639,567,000   9.625% Senior Notes due 2009
16117PAL4         318,195,000   10.25% Senior Notes due 2010
16117PAM2         449,500,000   11.75% Senior Discount Notes due 2010
             ----------------
  Total        $4,165,766,000

                                 Principal Amount    Principal Amount
             Principal Amount  of New CCH I Notes    of Old Notes to
   CUSIP             Tendered        to be Issued    Remain Outstanding
   -----    -----------------  ------------------    ------------------
16117PAE0        $951,151,000        $789,455,000        $292,916,000
16117PAK6         486,209,000         417,532,000         154,228,000
16117PAT7         743,152,000         640,040,000         130,848,000
16117PAZ3         531,927,000         440,834,000         107,640,000
16117PAL4         269,360,000         223,232,000          48,835,000
16117PAM2         406,821,000         351,392,000          42,679,000
            -----------------  ------------------    ------------------
  Total        $3,388,620,000      $2,862,485,000        $777,146,000

The table below shows the principal amount of each series of Old
2011-2012 Notes tendered by the early participation date, the
principal amount of new CCH I Notes that would be issued in the
offer by series, the principal amount of new CIH Notes that would
be issued in the offer by series and the principal amount of Old
2011-2012 Notes that would remain outstanding by series subsequent
to settlement, based upon the tenders to date and subject to
consummation of the offers.

             Principal Amount     
   CUSIP          Outstanding          Title of the Old 2011-2012 Notes    
   -----     ----------------   --------------------------------
16117PAV2        $500,000,000   11.125% Senior Notes due 2011
16117PAF7       1,108,180,000    9.920% Senior Discount Notes due 2011
16117PBB5         709,630,000    10.00% Senior Notes due 2011
16117PBD1         939,306,000    11.75% Senior Discount Notes due 2011
16117PAW0         675,000,000    13.50% Senior Discount Notes due 2011
16117PBH2         329,720,000   12.125% Senior Discount Notes due 2012
           -------------------
  Total        $4,261,836,000

                                                           Principal  
                          Principal           Principal    Amount of Old
                          Amount of New   Amount of New    Notes to
         Principal        CCH I Notes   CIH Notes to be    Remain   
  CUSIP  Amount Tendered  to be Issued           Issued    Outstanding
  -----  --------------- -------------  ---------------    -------------
16117PAV2    $311,907,000  $106,511,000    $149,775,000    $216,877,000
16117PAF7     939,659,000   346,565,000     467,282,000     197,295,000
16117PBB5     563,671,000   209,439,000     288,232,000     153,315,000
16117PBD1     819,149,000             -     803,002,000     136,304,000
16117PAW0     588,921,000             -     580,671,000      94,329,000
16117PBH2     218,228,000             -     214,108,000     115,612,000
          --------------- -------------  ---------------    -------------
  Total    $3,441,535,000  $662,515,000  $2,503,070,000    $913,732,000

Based upon the tenders to date and subject to consummation of the
offers, the Old 2011-2012 Notes tendered for CCH I Notes would be
pro rated (in accordance with the terms of the offers) as:

   -- Approximately 51% of the 11.125% Senior Notes due 2011,
      9.92% Senior Discount Notes due 2011 and 10.00% Senior Notes
      due 2011 tendered for CCH I Notes would be exchanged for CCH
      I Notes;

   -- None of the 11.75% Senior Discount Notes due 2011, 13.50%
      Senior Discount Notes due 2011 and 12.125% Senior Discount
      Notes due 2012 tendered for CCH I Notes would be exchanged
      for CCH I Notes; and

   -- Approximately $93 million principal amount of Old 2011-2012
      Notes tendered for the CCH I Note option (with an election
      to have the Old Notes returned in the event of proration)
      would be returned.

Final proration of tenders of the Old 2011-2012 Notes for CCH I
Notes would be determined based on the total amount of Old Notes
tendered prior to the expiration of the offers and, accordingly,
the foregoing interim results are subject to change.

These offers are scheduled to expire at 12:00 midnight ET, on
Sept. 26, 2005.  Old Notes tendered after 5:00 p.m. ET, on
Sept. 9, 2005, will not receive the early participation payment.  
Old Notes tendered pursuant to the offers may no longer be
withdrawn.  The settlement date of the offers is expected to be on
or about Sept. 28, 2005.

The offers are being made only to qualified institutional buyers
and institutional accredited investors inside the United States
and to certain non-U.S. investors located outside the United
States.

The complete terms and conditions of the exchange offers are set
forth in the informational documents relating to the offers.
The consummation of the exchange offers is subject to significant
conditions that are described in the informational documents.

Documents relating to the offers will only be distributed to
holders who complete and return a letter of eligibility confirming
that they are within the category of eligible investors for this
private offer.  Holders who desire a copy of the eligibility
letter may contact Global Bondholder Service Corporation, the
information agent for the offers, at (866) 470-3800 (U.S. Toll-
free) or (212) 430-3774 (Collect).

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

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Charter Communications Holdings LLC on
CreditWatch with negative implications.  Charter Holdings is a
subsidiary of St. Louis, Missouri-based cable TV system operator
Charter Communications Inc., which had consolidated debt of about
$19.5 billion as of June 30, 2005 (pro forma for the August 2005
issue of $300 million, 8.75% senior notes).

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


CIRTRAN CORP: Asia Unit Wins Default Judgment in Mindstorm Suit
---------------------------------------------------------------
With his company reporting a profit in its most recent quarter,
Iehab J. Hawatmeh, president and CEO of CirTran Corporation
(OTCBB:CIRT), an international full-service contract manufacturer
of IT, consumer and consumer electronics products, issued a
shareholder update on several of the company's business units.

Mr. Hawatmeh reported that CirTran-Asia has been awarded a default
judgment in its suit against Mindstorm Technologies LLC of Boynton
Beach, Florida, for goods provided for $300,000.  The judgment
came after Mindstorm had filed its answer and counterclaim in the
Third Judicial District Court, Salt Lake County, State of Utah,
where Judge Sandra Peuler ruled in CirTran's favor. In addition,
he said that Cirtran is now asking the court to award it attorney
fees plus interest.

"CirTran also looks forward to winning our suit against Michael
Casey and Michael Casey Enterprises, Inc., filed earlier this
year," he said.

The suit alleges breach of contract and good faith, as well as
interference with economic relations and contracts regarding an
agreement for CirTran-Asia to be the exclusive manufacturer of the
AB King Pro(TM) and any and all products Mr. Casey and his company
developed or brought to market through June 2007.  It charges Mr.
Casey and his company, and others who were party to the Exclusive
Manufacturing Agreement between Mr. Casey, Casey Enterprises and
CirTran-Asia.

"CirTran does not take litigation lightly or frivolously," Mr.
Hawatmeh said.  "It is our hope and expectation that this matter
will be ruled on by the courts in our favor shortly."

"Along with our shareholders, corporate management is disappointed
in the recent performance of our stock," Mr. Hawatmeh said.  "In
accordance with SEC requirements and good business practices,
CirTran regularly issues press releases on all news concerning the
company, and is unaware of any unreported negative news or events
that might have caused this dip."

Mr. Hawatmeh did speculate, however, that certain shareholders
might have taken "short" positions on CirTran "which could well
have a negative effect on our price.

"CirTran management believes that as the company and its
subsidiaries continue to perform at the same high level as we have
for the past 18 months and show positive earnings, the stock price
should reflect our overall progress and growth," he said.

"We are also looking to move to the American Stock Exchange in the
near future so that institutional buyers may hold CirTran stock,"
Mr. Hawatmeh said.

                    Strong Backlog in Asia

Mr. Hawatmeh said that the "backlog is very strong in Asia where
CirTran-Asia, founded just over a year ago, continues to emerge as
a rising star in the offshore manufacturing market.  We have been
most successful in the made-for-TV infomercial-driven market," he
said, "where CirTran-Asia has won several contracts for tens of
millions of dollars.

"Right now, we are nearing completion on several new contracts for
CirTran-Asia," he said, noting that the company hopes to finalize
the agreements when several senior corporate officials participate
in the Electronic Retailing Association (ERA) convention and trade
show in Las Vegas starting on Sunday.

                         U.S. Growth

Mr. Hawatmeh said CirTran was continuing "steady growth and
opening new markets" in the U.S. as well, operating from its
40,000-square-foot facility in Salt Lake, the largest non-captive
manufacturing center in the Utah-Nevada Intermountain Region,
which earned the prestigious ISO 9001:2000 certification earlier
this year.

"CirTran and our Racore Technology subsidiary are opening new
accounts, particularly in selling to federal, state and local
governments," he said. In addition, the company opened a new
profit center when it began refurbishing popular Pachislo skill-
stop slot machines from Japan for home amusement use in the U.S.
this past summer.

"If the market for sold-on-TV Pachislo skill-stop slots continues
to grow," said Trevor Saliba, CirTran's executive vice president
for worldwide business development, "it could represent $20 to $30
million in annual revenues ... a great new market and business
sector for CirTran."

                  Third Quarter Expectations

CirTran's Hawatmeh said that all indications pointed to a
profitable third quarter for the company, its second in a row.

"With a growing business base in the U.S. and in China, CirTran is
carrying out its strategic business plan virtually to the letter,"
he said.

"All corporate managers are continuing to hold our shares, looking
forward to a brighter tomorrow when the price of CirTran shares is
more reflective of the financial and business renaissance the
company has engineered over the past year and a half," he said.

Founded in 1993, CirTran Corp. -- http://www.CirTran.com/-- is a    
premier international full-service contract manufacturer of low to  
mid-size volume contracts for printed circuit board assemblies,  
cables and harnesses to the most exacting specifications.   
Headquartered in Salt Lake City, CirTran's modern 40,000-square-
foot non-captive manufacturing facility -- the largest in the   
Intermountain Region -- provides "just-in-time" inventory  
management techniques designed to minimize an OEM's investment in  
component inventories, personnel and related facilities, while  
reducing costs and ensuring speedy time-to-market.  

                       *     *     *

                     Going Concern Doubt   

Hansen, Barnett & Maxwell, CirTran's accountants, raised  
substantial doubts about the Company's ability to continue as a  
going concern after it audited the Company's financial statements  
for the fiscal year ended Dec. 31, 2004, citing continuing losses  
and negative cash flows from operations, and pointing to the  
company's accumulated deficit, equity deficit and working capital  
deficit.

As of June 30, 2005, the Company had $18,535,101 in accumulated
deficit and a $18,799,602 accumulated deficit at Dec. 31, 2004.

At June 30, 2005, the Company reported $2.2 million in positive
equity, compared to a $2.2 million deficit at Dec. 31, 2004.  The
Company also had negative working capital of $62,852 as of
June 30, 2005, and $3,558,826 at Dec. 31, 2004.  

In addition, the Company used, rather than provided, cash in its
operations in the amounts of $969,258 and $1,680,054 for the six
months ended June 30, 2005, and the year ended December 31, 2004,
respectively.


COMSYS IT: Moody's Rates $150 Million Sr. Unsecured Notes at B2
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to COMSYS IT
Partners, Inc., a provider of information technology staffing
services.  The ratings reflect:


   * intense competition;

   * pricing pressure;

   * risks related to the continuing integration of the IT    
     staffing operations of Venturi Partners, Inc. acquired in
     September 2004; and

   * weak operating performance during economic downturns.

The ratings also reflect the company's large national scale,
expected improvements in corporate IT spending and cost savings
from the Venturi acquisition.

Moody's assigned these ratings:

   * $150 million senior unsecured notes (guaranteed) due 2013, B2
   * Corporate family rating, B2
   * Speculative grade liquidity rating, SGL-3

The ratings outlook is stable.

The proceeds from the $150 million senior notes offering and
modest borrowings under the $100 million revolver (not rated by
Moody's) are expected to be used to repay borrowings under a
secured credit facility and junior secured notes and pay related
fees and expenses.

Comsys acquired the IT staffing operations of Venturi in a tax
free exchange of stock on September 30, 2004.  Venturi's IT
staffing operations represented about 40% of the pro forma
combined revenues of Comsys.  In addition to expanding the
company's geographic reach and diversifying its customer base, the
merger was predicated on realizing significant cost savings.  The
company has made substantial progress toward achieving these cost
savings by centralizing certain corporate and administrative
functions and consolidating overlapping facilities and personnel
in certain geographic areas.

However, significant challenges remain and the company may face
difficulties integrating technology platforms and retaining key
clients, local management teams and employees.  The IT staffing
industry has high turnover rates and any difficulties in
recruiting and retaining consultants could have a significant
impact on the underlying business.  The ratings recognize the risk
that the integration may prove more complex, costly and time-
consuming than expected.

The company's financial performance was severely impacted by the
weak economy and decline in corporate IT spending during 2002 and
2003, particularly in the telecommunications and Internet sectors.
During economic downturns, companies tend to reduce their use of
temporary employees and permanent placement services before
implementing layoffs of permanent employees.  In addition, the
economic slowdown affected the willingness and ability of
companies to invest capital in upgrading technology systems.
Revenues declined 27% and 14% in 2002 and 2003, respectively.  The
company's billable consultants declined 46% from January 2001
through June 2003.

Beginning in the third quarter of 2003, headcount numbers have
trended upward reflecting an increase in new IT projects and a
decline in project postponements and deferrals.  Pro forma
combined revenues increased from $577 million in 2003 to $639
million in 2004.  Moody's believes that the IT staffing industry
in the US will continue to grow modestly over the intermediate
term as corporate IT budgets recover from the constrained capital
spending during the recent economic slowdown.

In addition, IT staffing companies should also benefit from
continued demand for a more flexible workforce, which allows
companies to manage their labor costs more effectively.
Nevertheless, Moody's expects the company's financial performance
to continue to be impacted by challenging industry conditions.  
The IT staffing industry is highly competitive and fragmented,
with numerous national, regional and local competitors.  Although
most of these competitors are smaller than the company, a hand
full of competitors have greater financial and marketing resources
than the company.  Barriers to entry are low and new competitors
continue to enter existing markets.  In addition, more companies
are using low cost offshore outsourcing centers, particularly in
India, to perform technology work and projects.

The company has modest customer concentration as it generates
about a third of its revenues from its top ten customers.  Due to
the competitive environment and excess supply of consultants
relative to demand during the last few years, pricing pressure
from clients has been significant although a continued recovery in
corporate IT spending may alter the supply/demand imbalance and
ease pricing pressures.  The ratings are also supported by the
company's broad geographic profile (41 offices in 26 states) and
increased scale post-Venturi merger which should benefit the
company as larger customers increasingly seek to minimize the
number of outsourcing vendors utilized.

The stable ratings outlook anticipates relatively flat revenues
and operating margins (4%-5% range excluding restructuring
charges) in the intermediate term.  Quarterly revenues may
fluctuate significantly due to the timing of IT projects and
variations in usage of IT staffing services by customers.  Despite
an expected improvement in corporate IT spending, Moody's believes
that it will be difficult for the company to substantially grow
its revenue base due to increasing competition, pricing pressure
and continued migration of IT work to firms offshore.  Moody's
expects Debt to EBITDA (reflecting Moody's standard adjustments)
of about 4.8x times and free cash flow to debt (excluding
restructuring payments) of less than 5% in 2005.  Free cash flow
in the first half of 2005 was negatively impacted by increases in
accounts receivable partially attributable to the conversion of
back office systems in connection with the Venturi merger.  
Moody's expects free cash flow to debt of 5%-7% in 2006.

The ratings could be upgraded if the company achieves steady
organic revenue growth and improves operating margins which result
in sustainable debt to EBITDA of less than 4x and free cash flow
to debt of over 8%.  The ratings could be downgraded if the
company loses significant clients, experiences difficulty
completing the merger integration or suffers deteriorating
operating margins such that debt to EBITDA levels increase to over
5.5x and free cash flow to debt levels remain below 5%.

The SGL-3 speculative grade liquidity rating reflects an adequate
liquidity profile despite quarterly cash flow volatility that may
require significant utilization of the company's revolving credit
facility.

Moody's expects the company to have minimal cash balances upon the
closing of the refinancing.  Cash flow from operations over the
next twelve months may be weak due to the timing of restructuring
payments and fluctuations in working capital requirements
attributable to the merger integration .  The company's recurring
cash needs in the next twelve months are also expected to include
about $5-$6 million of capital expenditures.  As a result, the
company may need to place significant reliance on its $100 million
borrowing base revolving credit facility.  Effective availability
under this facility based on anticipated covenant levels is
expected to be about $30 million (net of about $3 million of
letters of credit).

The company's bank facility is expected to contain financial
covenants that set a maximum level of total leverage and a minimum
level of cash interest coverage.  Moody's expects the company to
have adequate cushion against these covenants over the next twelve
months, with cushion levels varying based on revolver borrowings.
As to alternate liquidity, substantially all of the company's
assets are pledged under the company's secured credit facility and
the company has few, if any, non-core assets that could be sold.

The B2 rating assigned to the proposed senior notes, notched at
the corporate family rating level, reflects the preponderance of
the senior unsecured notes in the capital structure.  The senior
notes will rank equally with all of the company's existing and
future senior unsecured indebtedness.  The senior notes will be
effectively subordinated to borrowings under the senior secured
revolving credit facility, which are secured by substantially all
the assets of the company and its domestic subsidiaries.  The
senior notes are supported by guarantees on a senior basis by
substantially all of the company's domestic subsidiaries.

Headquartered in Houston, Texas, Comsys is a leading IT staffing
company that provides a full range of specialized staffing and
project implementation services and products.  Pro forma combined
revenues (adjusted for the Venturi merger) for the LTM period
ending July 3, 2005 was $652 million.


CONTINENTAL AIRLINES: Moody's Affirms B3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of Continental Airlines, Inc. to SGL-3 from SGL-2.  Moody's
also affirmed Continental's long term debt ratings (Corporate
Family rating at B3).  The rating outlook is negative.

The downgrade of the SGL reflects the company's operating losses
and weakened prospects for operating cash flow, as stronger
revenue and cost containment measures have been offset by record
level fuel costs.  Continental has few remaining assets that can
be readily monetized, nor does the company have lines of credit
available.  Additionally, while the company should comply with its
covenants over the next twelve months, failure to maintain
compliance would require the company to add cash to the collateral
supporting certain financing arrangements in an amount which could
materially reduce the unrestricted cash balance.

Moody's notes that fuel costs remaining at high levels and/or a
drop in revenue due to a decrease in demand or competition from
low fare carriers can negatively impact operating margins and cash
flows.  Moody's also notes that Continental has taken steps to
conserve its cash such as contributing a majority of ExpressJet
common stock to the company's defined benefit plan in lieu of
cash.  Nonetheless, by pledging the assets of its Air Micronesia,
Inc. and Continental Micronesia, Inc. subsidiaries to secure the
company's recent $350 million refinancing, Continental has few
alternatives to raise new money.

The company has been able to maintain high levels of balance sheet
liquidity, although this level could be pressured going forward.
Unrestricted cash and short term investments at June 30, 2005 were
approximately $2.0 billion.  However, the company is entering its
seasonal low period and, further, is expected to use a portion of
the cash for operations and to meet near term debt maturities.
Still, this unrestricted cash balance supports the SGL-3 rating,
and has been bolstered by a combination of cost-cutting measures,
which are expected to produce $418 million (annualized) in labor
concessions.  For alternative liquidity, Continental may sell its
remaining ownership in ExpressJet and/or Copa Airlines for which
the potential value is unclear.

Both the $350 million secured loan and Continental's credit card
processing agreement contain financial covenants.  The $350
million secured loan requires the company to maintain unrestricted
cash and cash equivalents of $1.0 billion and $1.125 billion,
respectively.  If the $1.0 billion balance is not maintained, CMI
will be required to repay the entire loan, and if the $1.125
billion balance is not maintained, CMI will be required to make a
$50 million prepayment on the loan.

Additionally, this facility requires a loan to value ratio of 48%
for the value of the collateral securing the loan which if not met
will require Continental to either post additional collateral or
prepay the loan to maintain this ratio.  The credit card
processing agreement requires a minimum ratio of EBITDAR to fixed
charges of 0.9 to 1.0 through June 30, 2006 and of 1.1 to 1.0
thereafter, as well as a minimum unrestricted cash balance of $1.0
billion.  The company was in compliance with its covenants at June
30, 2005.

For the remainder of 2005 debt maturities approximate $423 million
and, for 2006, are approximately $534 million.  Pension
obligations are also significant, and Continental is expected to
contribute approximately $84 million in cash during the second
half of 2005.  Additionally, effective May 31, 2005, the company
froze their pilot's portion of the company's defined benefit
pension plans as part of their labor negotiations and will replace
it with a defined contribution plan.  Taken together, Moody's
believes the company's debt maturities and pension obligations are
manageable over the next twelve months from cash on hand and cash
from operations.

Support for the corporate family, senior unsecured and SGL-3
ratings is heavily dependent on the company's sizeable balance
sheet cash liquidity.  In light of rising fuel costs, debt
maturities, pension payments and capital expenditures,
Continental's ratings could come under pressure if balance sheet
liquidity or cash flow were to significantly decline from
anticipated levels.  Improving the SGL rating will be dependent on
the company's ability to:

   * continue to reduce costs,
   * maintain strong balance sheet liquidity, and
   * strengthen cash flow generation.

The ratings reflect the continued difficult operating environment
in the domestic airline industry with price competition limiting
revenue and accelerating fuel and labor costs precluding profits
for most carriers.  While Continental has taken actions to
strengthen its competitive position and lower its cost structure,
its ability to sustain adequate levels of earnings and cash flow
are contingent on further industry and company specific
improvements.  The company's weak cash flow generation is
compounded by future pension contribution requirements, capital
expenditures, and maturing debt obligations which could absorb
existing liquidity in the absence of further asset monetization or
financing initiatives.

The effects of continued pricing pressure by low cost carriers and
sustained high fuel costs have resulted in sizable operating
losses.  Earlier this year, Continental successfully negotiated
wage and benefit concessions with its pilots, agents, mechanics,
dispatchers and simulator technicians that should result in $418
million of additional annualized cost savings according to the
company.  Continental continues to seek concessions from its
flight attendants.  These actions along with other initiatives
should enable Continental to absorb some of the operating
shortfalls caused by sustained higher fuel costs.  Continental's
strong brand image, particularly with business travelers, has
enabled it to continue to expand its route system, including
trans-Atlantic and trans-Pacific routes.  However, absent
favorable developments in the overall industry pricing environment
or further changes to its cost structure, Continental is likely to
continue to record operating losses and consume cash.

Aggressive fleet acquisitions have been heavily financed with
external funds and have left the company with limited unencumbered
assets.  Continental continues to acquire regional aircraft and to
lease them to Express Jet, its provider of regional jet capacity,
and expects to take delivery of 18 Embraer aircraft from July 2005
through the end of 2006.  The company is also expected to take
delivery of 13 Boeing aircraft from July through December 2005 and
8 in 2006.  Committed financing is in place for six used B757-300s
and seven new B737-800 aircraft.  Additionally, Moody's estimates
that additional unfunded capital spending for the next twelve
months will be about $150 million.

The negative rating outlook considers that while the company's
liquidity profile and potential to further monetize assets offer
some degree of financial flexibility during this difficult
operating period, absent sustained improvement in operating trends
the rating could be subject to downward adjustment.

Rating affected:

   * Continental Airlines, Inc. Speculative grade liquidity rating
     to SGL-3 from SGL-2

Continental Airlines, Inc. is headquartered in Houston, Texas.


CYGNUS BUSINESS: S&P Chips Corporate Credit Rating to CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Cygnus Business Media Inc. and its parent company,
CommerceConnect Media Holdings Inc., which are analyzed on a
consolidated basis, to 'CCC+' from 'B-' because of the company's
evaporating compliance with its bank covenants and its large near-
term debt maturities.

At the same time, Standard & Poor's lowered its first- and second-
lien bank loan ratings on Cygnus to 'CCC+' from 'B-', and to 'CCC-
' from 'CCC', respectively.  The outlook is negative.  The
Westport, Connecticut-based business-to-business publisher and
event organizer had $199 million in debt and $43 million in
mandatorily redeemable series A preferred stock on June 30, 2005.
     
Cygnus' financial risk is very high, with just four basis points
of headroom under its bank leverage covenant and five basis points
of leeway against its fixed-charge covenant at second-quarter end,
nominal cash balances, and $17.2 million in debt maturing in
January 2006.
     
"These factors make the company vulnerable to a near-term default,
and Cygnus' failure to proactively address these risks suggests an
inappropriately high tolerance for risk," said Standard & Poor's
credit analyst Steve Wilkinson.
     
Other risks include:

   * the company's high debt leverage;
   * small EBITDA base; and
   * difficult business fundamentals.  

These factors are minimally offset by:

   * Cygnus' cash flow diversity; and

   * the niche competitive positions of its complementary trade
     publications, expositions, and related operations serving 15
     industry sectors.


DELTA AIR: Exchanges Preferred Stock with 4.5-Mil Common Shares
---------------------------------------------------------------
Delta Air Lines issued an aggregate of 4,516,199 shares of Common
Stock in exchange for an aggregate of 58,899.375 shares of
Preferred Stock and $556,531.76 of accrued and unpaid dividends.

Under the terms of the Delta Family-Care Savings Plan, Delta Air
Lines redeemed shares of its Series B ESOP Convertible Preferred
Stock:

   (1) to provide for distributions of the accounts of Plan
       participants who terminate employment with Delta and
       request a distribution; and

   (2) to implement annual diversification elections by Plan
       participants who are at least age 55 and have participated
       in the Plan for at least 10 years.

In these circumstances, shares of Preferred Stock are redeemable
at a price equal to the greater of:

   (1) $72 per share, or

   (2) the fair value of the shares of Delta common stock issuable
       upon conversion of the Preferred Stock (1.7155 shares of
       Common Stock for each share of Preferred Stock) to be
       redeemed, plus, in either case, accrued and unpaid
       dividends on the shares of Preferred Stock to be redeemed.

The Plan is a qualified defined contribution retirement plan,
which includes an employee stock ownership plan feature.

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.

At June 30, 2005, Delta Air's balance sheet showed a $6.9
billion stockholders' deficit, compared to a $5.8 billion deficit
at Dec. 31, 2004.  Delta reported a $382 million net loss for the
June 2005 quarter, compared to a net loss of $2.0 billion in
the prior year quarter.  Delta's operating loss for the June 2005
quarter was $129 million.

As reported in the Troubled Company Reporter over the past four
years, Standard & Poor's Ratings Services, Moody's Investor
Services, Fitch Ratings and Duff & Phelps have steadily cut Delta
Air Lines Inc. from one non-investment grade level to the next-
lower rung on the junk-rating ladder.  Three weeks ago, S&P said
its latest rating cut reflects a very high risk of near-term
bankruptcy and a high likelihood of default.  Atlanta, Georgia-
based Delta has about $21 billion of lease-adjusted debt.


DELTA AIR: Moody's Lowers Senior Unsecured Rating to C from Ca
--------------------------------------------------------------
Moody's Investors Service downgraded certain debt ratings of Delta
Air Lines, Inc., including ETCs and EETCs except those tranches of
the EETCs supported by monoline insurance carriers.  The Corporate
Family Rating was downgraded to Caa2 from Caa1, the senior
unsecured rating was downgraded to C from Ca, and the Equipment
Trust Certificates ("ETC") and Enhanced Equipment Trust
Certificates ("EETC") were downgraded as noted below.  The
company's Speculative Grade Liquidity rating is affirmed at SGL-4.
The outlook is negative.

The ratings actions reflect the increasing likelihood that Delta
will need to reorganize its obligations, either in or out of
bankruptcy proceedings, as a result of the difficult operating
environment compounded by the company's limited access to external
sources of liquidity and increasing demands on its cash.  

As a result of Delta's substantial ongoing operating losses, and
its large near term debt maturities, pension obligations, and
capital expenditures, the company's cash position is likely to
deteriorate significantly.  Record level fuel costs have more than
offset the company's cost savings achieved through its
restructuring plan initiated in late 2004.  Additionally, the
company continues to operate in a highly competitive and weak
pricing environment limiting its ability to increase fares to
meaningfully offset rising operating costs

The ratings actions on the ETC's and EETC's consider:

   * the heightened risk of default by Delta in meeting its
     obligations on the leases and mortgages that support the ETCs
     and EETCs;

   * the availability of liquidity facilities to meet interest
     payments for 18 months in the event of a Delta default; and

   * the asset value of the specific aircraft which secure the
     various EETCs and ETC.

The junior classes of any EETC are more vulnerable to uncertainty
in the outcome of any restructuring, in Moody's view, because of
the period of exclusivity in restructuring negotiations afforded
to only the most senior tranche of a EETC following default.
Consequently, with any weakening of the expected recovery value of
the aircraft, the resulting higher loan to values have a greater
negative ratings impact on the junior tranches of EETCs compared
to the senior tranches.  Full recovery of principal value for
these junior claims is less likely, in Moody's view.

The downgrade of the senior tranche of the EETC's reflect Moody's
perception of increased risk, although these Class A tranches of
the EETCs continue to have good collateral cushion and Moody's
expects that the senior debt holders will ultimately receive full
principal repayment.  The ratings could be further downgraded
depending on which ETC's and EETC's that Delta elects to affirm
should the company file for bankruptcy protection, which aircraft
types are likely to be used as core in Delta's ongoing fleet, and
any changes in the market value of the aircraft.

Ratings affected include:

  Delta Air Lines, Inc.:

     * Corporate Family Rating: to Caa2 from Caa1
     * Senior Unsecured: to C from Ca
     * Senior Unsecured Notes: to C from Ca
     * Senior Unsecured Medium Term Notes: to C from Ca
     * Senior Unsecured Convertible Notes: to C from Ca
     * Senior Unsecured Global Notes: to C from Ca
     * Senior Unsecured Shelf: to C from Ca
     * Backed LT Industrial Revenue Bonds
     * Series 1982: to C from Ca
     * Series 1991: to C from Ca
     * Series 1992-A: to C from Ca
     * Series 1992-B: to C from Ca
     * Series 1993: to C from Ca
     * Series 1996: to C from Ca
     * Series 1998: to C from Ca
     * Series 2001-A: to Caa2 from Caa1
     * Series 2001-B: to Caa2 from Caa1
     * Series 2001-C: to Caa2 from Caa1
     * Senior Unsecured Debentures: to C from Ca
     * Senior Unsecured Global Debentures: to C from Ca

  Equipment Trust Certificates

  Series 1988:

     * Class A: to Caa3 from Caa2
     * Class B: to Caa3 from Caa2
     * Class C: to Caa3 from Caa2
     * Class D: to Caa3 from Caa2
     * Class E: to Caa3 from Caa2
     * Class F: to Caa3 from Caa2
     * Class G: to Caa3 from Caa2

  Series 1989:

     * Class A: to Caa3 from Caa2
     * Class B: to Caa3 from Caa2
     * Class C: to Ca from Caa3
     * Class D: to Ca from Caa3
     * Class E: to Caa3 from Caa2
     * Class F: to Caa3 from Caa2
     * Class G: to Caa3 from Caa2
     * Class H: to Ca from Caa3
     * Class I: to Ca from Caa3
     * Class J: to Ca from Caa3

  Series 1990:

     * Class A: to Caa3 from Caa2
     * Class B: to Ca from Caa3
     * Class C: to Ca from Caa3
     * Class D: to Ca from Caa3
     * Class E: to Ca from Caa3
     * Class F: to Caa3 from Caa2
     * Class G: to Ca from Caa3
     * Class H: to Ca from Caa3
     * Class I: to Caa3 from Caa2
     * Class J: to Ca from Caa3
     * Class K: to Ca from Caa3

  Series 1991:

     * Class A: to Caa3 from Caa2
     * Class B: to Caa3 from Caa2
     * Class C: to Caa3 from Caa2
     * Class D: to Caa3 from Caa2
     * Class E: to Caa3 from Caa2
     * Class F: to Caa2 from Caa1
     * Class G: to Caa2 from Caa1
     * Class H: to Ca from Caa3
     * Class I: to Ca from Caa3
     * Class J: to Ca from Caa3
     * Class K: to Ca from Caa3
     * Class L: to Ca from Caa3

  Series 1992-1:

     * Class A: to Ca from Caa3
     * Class B: to Ca from Caa3
     * Class C: to Caa3 from Caa2
     * Class D: to Caa3 from Caa2
     * Class E: to Caa3 from Caa2
     * Class F: to Caa3 from Caa2

  Series 1992-2:

     * Class A1: to Caa3 from Caa2
     * Class A2: to Caa3 from Caa2
     * Class B1: to Caa3 from Caa2
     * Class B2: to Caa3 from Caa2

  Series 1993:

     * Class A1: to Caa3 from Caa2
     * Class A2: to Caa3 from Caa2
     * Class B1: to Caa3 from Caa2
     * Class B2: to Caa3 from Caa2
     * Class C1: to Ca from Caa3
     * Class C2: to Caa3 from Caa2

  Series 1996:

     * Class A1: to Caa3 from Caa2
     * Class A2: to Caa3 from Caa2

Enhanced Equipment Trust Certificates, except for Aaa ratings
supported by monoline insurance policies

  Series 2000:

     * Class A1: to Ba2 from Ba1
     * Class A2: to Ba2 from Ba1
     * Class B: to Caa1 from B3
     * Class C: to Caa3 from Caa2

  Series 2001-1:

     * Class A1: to Ba2 from Ba1
     * Class A2: to Ba2 from Ba1
     * Class B: to Caa1 from B3
     * Class C: to Caa3 from Caa2

  Series 2002-1:

     * Class C: to Caa1 from B3

Delta Air Lines, Inc. is headquartered in Atlanta, Georgia.


DELTA AIR: Again Asking Pilots' Union for More Wage & Benefit Cuts
------------------------------------------------------------------
Reuters reports that Delta Air Lines Inc. asked its pilots' union
on Monday to accept a new round of wage and benefit reductions to
help avert a financial disaster.  ALPA members agreed to a $1
billion in annual concessions less than a year ago.

Sources close to the Company say that the airline will likely file
for chapter 11 today or later this week, reports from the
Associated Press and Reuters say.

According to a company spokesperson, pilots need to vote on cost
savings proposals that the carrier believes will address its
dwindling cash, Reuters reports.

Industry analysts speculate that Delta could be seeking a
prepackaged bankruptcy where unions and creditors agree to the
terms of the restructuring before the actual filing, Reuters
relates.  However, the airline's unsecured creditors are refusing
to swap their debt for equity.

As previously reported, Delta Air already received three debtor-
in-possession financing proposals from J.P. Morgan Chase & Co.,
Citigroup Inc. and General Electric Co.

Earlier this month, Delta announced (x) plans to sell 11
inefficient Boeing 767-200 aircraft for $190 million, (y) plans to
cut flights from Cincinnati by 26% and slash 1,000 jobs at that
hub, and (z) completing the sale of the Atlantic Southeast
Airlines Inc. division to SkyWest Inc. for $350 million in cash.

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.

At June 30, 2005, Delta Air's balance sheet showed a $6.9 billion
stockholders' deficit, compared to a $5.8 billion deficit at Dec.
31, 2004.  Delta reported a $382 million net loss for the June
2005 quarter, compared to a net loss of $2.0 billion in  the prior
year quarter.  Delta's operating loss for the June 2005
quarter was $129 million.

As reported in the Troubled Company Reporter over the past four
years, Standard & Poor's Ratings Services, Moody's Investor
Services, Fitch Ratings and Duff & Phelps have steadily cut Delta
Air Lines Inc. from one non-investment grade level to the next-
lower rung on the junk-rating ladder.  Three weeks ago, S&P said
its latest rating cut reflects a very high risk of near-term
bankruptcy and a high likelihood of default.  Atlanta, Georgia-
based Delta has about $21 billion of lease-adjusted debt.


DELTAGEN INC: Files Plan & Disclosure Statement in California
-------------------------------------------------------------
Deltagen, Inc., and Deltagen Proteomics, Inc., delivered a
Disclosure Statement explaining their Joint Plan of Reorganization
to the U.S. Bankruptcy Court for the Northern District of
California, San Francisco Division.

The Plan effectuates a reorganization of Deltagen and the
liquidation of DPI.

                      Deltagen Reorganizes

Following confirmation, Deltagen will emerge from bankruptcy as a
reorganized company and will continue to conduct business as a
tools and service vendor of knockout mouse data and materials.

Deltagen anticipates paying its Creditors in full on or soon after
the Effective Date of the Plan out of existing Cash. Deltagen's
shareholders will retain their interests in the Reorganized Debtor
unaffected.  Although Deltagen's stock will be reinstated, it
intends to maintain its deregistered status so as not to have any
obligation to file periodic disclosures with the Securities and
Exchange Commission.  Deltagen didn't say when it will, if ever,
resume listing its stock on the Nasdaq or any other national
exchange.

                       DPI Liquidates

The Plan provides for the immediate liquidation of DPI and its
separate assets and the distribution of the net proceeds to DPI's
separate creditors.  DPI will then dissolve under applicable
nonbankruptcy law.  The interests in DPI, which are currently held
solely by Deltagen, will be extinguished.

                        *    *    *

                     Terms of the Plan

     Creditor Class       Amount of Claims    Projected Recovery
     --------------       ----------------    ------------------
     
     Priority Employee         $50,000               100%

     Noteholders              $300,000               100%

     Deltagen Unsecured
         Creditors          $8,500,000               100%

     DPI Unsecured
         Creditors             850,000                 2%

     Deltagen Interests                            Unimpaired

     DPI Interests                                 Cancelled
     
Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.


DIGITAL LIGHTWAVE: Inks $1.87MM Settlement Pact With Jabil Circuit
------------------------------------------------------------------
Digital Lightwave, Inc. reports in a regulatory filing with the
Securities and Exchange Commission that it entered into a
settlement agreement and mutual release with Jabil Circuit, Inc.,
on August 31, 2005.  The agreement is related to an earlier
settlement agreement they entered into effective as of May 11,
2004.  In connection with the 2004 Settlement, the Company
executed and delivered to Jabil a purchase order, a promissory
note in the original principal amount of approximately $3.0
million, and a second promissory note in the original principal
amount of approximately $2.2 million.

Both Companies have agreed to settle all outstanding principal and
interest financial obligations between them relating to the 2004
settlement.  Under the terms of the settlement agreement, Jabil
will return to Digital Lightwave approximately $810,000 in parts
inventory and work-in-progress materials that have been purchased
by the Digital Lightwave and warehoused at Jabil for Jabil's use
in the on-going manufacturing of the company's finished goods.

Pursuant to the settlement agreement, Digital Lightwave agreed to:

   * pay Jabil $1,870,000;

   * exchange mutual releases with Jabil; and

   * pick up leftover parts inventory and work-in-progress
     materials in Jabil's possession no later than Sept. 30, 2005.

                   Borrowing from Optel Capital

The Company borrowed $1,870,000 from Optel Capital, LLC to finance
its obligation to settle its payment to Jabil.  Optel is
controlled by Dr. Bryan Zwan, the Company's largest stockholder
and current Chairman of the Board.

The loan is evidenced by a secured promissory note, bears interest
at 10.0% per annum, and is secured by a security interest in
substantially all of the Company's assets.  Principal and any
accrued but unpaid interest under the secured promissory note is
due and payable upon demand by Optel at any time after Sept. 30,
2005; provided, however, that the entire unpaid principal amount
of the loan, together with accrued but unpaid interest, shall
become immediately due and payable upon demand by Optel at any
time.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

As of June 30, 2005, Digital Lightwave's equity deficit widened to
$42,616,000 from a $29,146,000 deficit at Dec. 31, 2004.


DMX MUSIC: To Receive $2.4 Million From CVS Pharmacy   
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware put its
stamp of approval on the mutual release agreement between DMX
Music, Inc., its debtor-affiliates and CVS Pharmacy, Inc.

The agreement resolves the parties' dispute over a breach of
contract suit the Debtors filed against CVS Pharmacy in the
Superior Court for the State of California, County of Los Angeles.

As reported in the Troubled Company Reporter, the Debtor filed the
lawsuit after CVS Pharmacy awarded a long-term music-programming
contract to Muzak LLC despite a standing prior agreement with the
Debtors.

The Debtor expect to receive $2.4 million from CVS Pharmacy, ten
days following the Bankruptcy Court's order approving the
settlement agreement.   The Debtors will withdraw all claims
asserted against CVS Pharmacy in exchange for the settlement
amount.

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


DOCTORS HOSPITAL: Exclusive Plan Filing Period Stretched to Nov. 4
-----------------------------------------------------------------
The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas further extended, through and including
Nov. 4, 2005, the time within which Doctors Hospital 1997 LP has
the exclusive right to file a chapter 11 plan.  The Debtor also
retains the exclusive right to solicit acceptance of that plan
from their creditors through Jan. 2, 2006.

As reported in the Troubled Company Reporter on Aug. 24, 2005, the
Debtor asked the Court for another extension of its exclusive
periods because it needs time after the Joint Commission of
Accreditation of Healthcare Organizations resurvey to discuss the
terms of a confirmable plan with GE HFS Holdings, Inc., and the
Official Committee of Unsecured Creditors.  

Joshua W. Wolfshohl, Esq., at Porter & Hedges, LLP, explains that
the JCAHO accreditation is an important component in the Debtor's
reorganization.  Non-accreditation could result in the termination
of at least one insurance provider agreement and trigger a full
certification survey by the Centers for Medicare and Medicaid
Services.  Failure to maintain certification with CMS would have a
dramatic impact on the Debtor's business, as approximately 80% of
its patient revenue is derived from Medicare and Medicaid, Mr.
Wolfshohl says.  The three-day JCAHO resurvey began on Aug. 17,
2005.

The Debtor adds that the extension will give it more time to
negotiate potential equity investments from several third parties.
The Debtor intends to include the terms of this equity infusion in
the plan of reorganization.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DRIVETIME AUTOMOTIVE: Moody's Rates $150 Million Sr. Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a senior unsecured rating of B2
to the $150 million senior unsecured notes being issued by
DriveTime Automotive Group and DT Acceptance Corp. as joint and
several obligors.  The outlook for the rating is stable.

The notes will be sold in a privately negotiated transaction
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.  DriveTime Automotive Group and
DT Acceptance Corp. are hereafter referred to collectively as
'DriveTime'.

In assigning the B2 senior unsecured rating, Moody's took into
account:

   * DriveTime's integrated auto dealer-auto finance franchise
     focused on the sub-prime sector of the market;

   * its centralized systems and risk management structure; and

   * the experience of its owners and management team in this
     sector.

Also factored into the rating are Drivetime's improved credit
metrics and its improving core profitability.

On the other hand, Moody's said that the company's reliance on
confidence-sensitive securitization and other secured debt is a
rating constraint.  The company's liability structure limits its
financial flexibility, and provides for the effective
subordination of the senior unsecured notes.  Moody's also noted
that the quality of DriveTime's equity and earnings is negatively
affected by the material interval between the booking of a gross
margin on its used vehicle sales and its realization in cash.
Lastly, Moody's believes that the 'buy here - pay here' business
model utilized by DriveTime could become subject to heightened
public scrutiny in the future.

This rating was assigned:

   * Senior unsecured rating at B2

DriveTime Automotive Group and DT Acceptance Corp. reported
combined assets of $1.1 billion as of June 30, 2005.  The firms'
headquarters are in Phoenix, Arizona.


ELECTRIC CITY: Posts $1.8 Million Net Loss in Second Quarter
------------------------------------------------------------
Electric City Corporation (AMEX: ELC) delivered its quarterly
report on Form 10-Q ending June 30, 2005, to the Securities and
Exchange Commission on Aug. 15, 2005.

The Company reported a $1,824,634 net loss on $1,791,480 of
revenue for the quarter ending June 30, 2005.  Revenue for the
first six months of 2005 totaled $2,532,754 versus $1,371,779 for
the first six months of 2004.

"The strong increase in second quarter revenue was driven by our
first significant piece of direct sales "pull-through"
EnergySaver(TM) business resulting from initial customers of our
VNPP program with ComEd," commented John Mitola, Electric City's
CEO.

                      Going Concern Doubt

Citing operating losses and negative cash flow, the notes to the
Company's second quarter financial statements indicate there's
doubt about the company's ability to continue as a going concern.  
Auditors at BDO Seidman, LLP, in Chicago, Ill., expressed similar
doubts after reviewing the company's 2004 financial statements.  

A full-text copy of the company's latest quarterly report is
available at no charge at http://ResearchArchives.com/t/s?17f

Headquartered in Elk Grove Village, Illinois, Electric City
Corporation -- http://www.elccorp.com-- develops, manufactures  
and integrates energy savings technologies and building automation
systems.  The Company currently markets the EnergySaver(TM),
GlobalCommander(R) and eMAC(TM) energy conservation technologies,
as well as its independent development of scalable, negative power
systems under the trade name, Virtual "Negawatt" Power Plant
"VNPP"(R).  The Company is developing its first VNPP(R)
development -- a 50-Megawatt negative power system for ComEd in
northern Illinois, an initial program in Ontario, Canada with
Enersource and a 27-Megawatt system with PacifiCorp in the Salt
Lake City area.


ENRON CORP: Wants To Disburse $13,573,088 from BV1 Escrow Fund
--------------------------------------------------------------
As previously reported, on May 30, 2002, the U.S. Bankruptcy Court
for the Southern District of New York approved the sale of certain
assets of Enron Capital & Trade Resources Mexico Holdings B.V., a
wholly owned non-Debtor subsidiary of Enron North America Corp.,
to Tractebel S.A.  The Court also granted the assumption and
assignment of agreements related to a cogeneration facility
located in Nuevo Leon, Mexico, by BV1 and Operational Energy Corp.

At the Official Committee of Unsecured Creditors' request, BV1
deposited the proceeds from the transaction -- $13,573,088 -- in
an escrow account held at U.S. Bank, N.A.

The Escrow Agreement, dated August 20, 2002, between US Bank and
BVI provides that the Proceeds may only be disbursed in
accordance with the terms of a "final, non-appealable order of
the Court."

Pursuant to Section 105 of the Bankruptcy Code, Enron Corp. asks
the Court to direct US Bank to disburse the Proceeds to BVI, net
of any costs owed to the Bank under the terms of the Escrow
Agreement.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the Reorganized Debtors are in the process
of dissolving the numerous direct and indirect non-debtor
subsidiaries of Enron and ENA, including BV1.

Ms. Gray asserts that, in furtherance of the dissolution of BV1,
the Proceeds should be released from escrow to BV1 and ultimately
disbursed by BV1 to ENA, BV1's sole shareholder, making the funds
available for distribution to ENA's creditors under the Plan.

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.
158; Bankruptcy Creditors' Service, Inc., 15/945-7000)


FALCON PRODUCTS: Plan Confirmation Hearing Set for October 6
------------------------------------------------------------          
The Honorable Barry S. Schermer of the U.S. Bankruptcy Court for
the Eastern District of Missouri will convene a confirmation
hearing at 10:00 a.m., on Oct. 6, 2005, to consider the merits of
the Second Amended Joint Plan of Reorganization filed by Falcon
Products, Inc., and its debtor-affiliates.

Judge Schermer approved the adequacy of the Disclosure Statement
explaining the Second Amended Joint Plan on Aug. 29, 2005.  The
Debtors are now authorized to send copies of the Disclosure
Statement and Amended Joint Plan to creditors and solicit their
votes in favor of the Plan.

                Summary of the Amended Joint Plan

All of the Debtors will be substantially consolidated and Epic
Furniture Group, Inc., will be merged into Reorganized Falcon.  
The Reorganized Debtors will have all the powers and duties
pursuant to the Plan, and will become the exclusive representative
of the Estates on the Effective Date of the Plan.  The Reorganized
Debtors will have the power to administer the Estates, distribute
Cash and Cash equivalent or property to the creditors, and
determine which of the Retained Causes to pursue.

The Trustee of the Creditor Trust to be appointed pursuant to the
Plan will administer the Creditor Trust and disburse the Audit
Committees' Avoiding Power Causes of Action Litigation Proceeds to
the Creditor Trust Beneficiaries.  The Reorganized Debtors will
also have the authority to pay any Post-Effective Date Claims in
the ordinary course of business.

                     Summary of Treatment
                   of Claims and Interests   

Allowed Administrative Claims, Allowed Administrative Tax Claims,
the DIP Facility Claims and Allowed Other Priority Claims will be
paid in full, in Cash on the Effective Date.  At the Debtors'
election, Allowed Priority Tax Claims will either be paid in Cash
after the Effective Date or will be paid in equal quarterly
installments over a period not exceeding six years from the date
of assessment of those Allowed Priority Tax Claims, unless the
parties concerned agree to a different treatment.

All Allowed Class 6A claim holders, consisting of General
Unsecured/Noteholders Claims, will receive the Audit Committee
Report Retained Rights of Action Litigation Proceeds, that the
Reorganized Debtors will collect, if any, to be distributed Pro
Rata to those claim holders.

The Litigation Proceeds consist of the first $4 million of the
Audit Committee Report Retained Rights of Action Litigation
Proceeds and all Audit Committee Report Retained Rights of Action
Litigation Proceeds in excess of $4 million.

Class 2 Claims, consisting of the Group A Secured Lenders' Claims,
will receive $25 million, plus interest and fees due with respect
to the Term A Loan, and approximately $45 million balance of the
Term A Loan will be reinstated.

A full-text copy of the Disclosure Statement and Amended Joint
Plan is available for a fee at:

    http://www.researcharchives.com/bin/download?id=050912220923

All ballots must be returned by Sept. 26, 2005, to the Debtors'
ballot tabulator:

          Falcon Ballot Processing
          Kurtzman Carson Consultants LLC
          12910 Culver Blvd., Suite I,
          Los Angeles, California 90066
          Telephone (310) 823-9000

Objections to the Plan, if any, must be filed and served by
Sept. 26, 2005.

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: Wants Period Solicitation Extended Until Nov. 30
-----------------------------------------------------------------        
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri to extend,
until Nov. 30, 2005, of the time within which they alone can
solicit acceptances for their Second Amended Joint Plan of
Reorganization.

The Debtors filed their Amended Joint Plan on Aug. 29, 2005.  The
Court approved the adequacy of the Disclosure Statement explaining
that Plan on the same day.

The Debtors remind the Court that the confirmation hearing to
consider the merits of the Plan is scheduled on Oct. 6, 2005.

The Debtors give the Court three reasons four reasons why the
solicitation period should be extended:

   1) the Plan is the culmination of several months of good faith
      negotiations with the their secured lenders, largest
      unsecured creditors and the Unsecured Creditors Committee;

   2) they are not seeking the extension to pressure creditors in
      supporting a plan that is not in their best interests and
      the extension will give the Debtors more opportunity to seek
      confirmation for the Plan and meet all condition precedent
      to that Plan's effectiveness;

   3) they are paying all required post-petition payment
      obligations, including generally paying and continuing to
      pay all undisputed administrative claims as they become due;
      and

   4) even though the Plan confirmation hearing is scheduled on
      Oct. 6, 2005, the requested extension is out of abundance
      of caution on their part barring any circumstances that may
      change the date of the scheduled hearing
      
The Court will convene a hearing at 9:00 a.m., on Sept. 28, 2005,
to consider the Debtors' request.

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.


FLAG TELECOM: Wants Teleglobe Inc. Settlement Agreement Approved
----------------------------------------------------------------
FLAG Telecom Group Limited and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
Settlement Agreement under Section 105 and 36 of the U.S.
Bankruptcy Code among:

   -- the FLAG entities
   -- Teleglobe, Inc.,
   -- Teleglobe Financial Holdings, Ltd.,
   -- Teleglobe Management Service, Inc.,
   -- 3692795 Canada, Inc.,
   -- Teleglobe Vision Call Center Services General Partnership,
   -- Teleglobe Canada Limited Partnership,
   -- Teleglobe Communications Corporation,
   -- Teleglobe USA Inc.,
   -- Optel Telecommunications, Inc.,
   -- Teleglobe Holdings (U.S.) Corporation,
   -- Teleglobe Marine (U.S.) Inc.,
   -- Teleglobe Holding Corporation,
   -- Teleglobe Telecom Corporation,
   -- Teleglobe Investment Corporation,  
   -- Teleglobe Luxembourg LLC,
   -- Teleglobe Puerto Rico Inc., and
   -- Teleglobe Submarine Inc.

Before the start of the bankruptcy cases, the Teleglobe entities
and FLAG entities were parties to three agreements:

   (a) the Indefeasible Right of Use Agreement, dated
       Oct. 8, 1999,

   (b) the Amendment No. 1 to the IRU Agreement, Purchaser
       Capacity Upgrade, dated May 1, 2001, and

   (c) the Collocation and Maintenance Agreement, dated
       Oct. 8, 1999.

Teleglobe filed two proofs of claims against the FLAG entities to
preserve its prepetition claims against the FLAG entities for
damages arising from an alleged breach of the Agreements.

The FLAG entities want to disallow and expunge the Teleglobe
proofs of claims.  These still remain contested by the parties and
are still pending before the New York Bankruptcy Court.

The FLAG entities filed proofs of claim against the Teleglobe
debtors asserting that Teleglobe owed:

   -- $29 million under the IRU Agreement and Amendment;

   -- $641,000 under the CMA; and

   -- another $1.5 million under the IRU Agreement and Amendment
      and CMA.

Teleglobe objected to the FLAG entities proofs of claims and filed
an Adversary Proceeding (Avoidance Action Case No. 04-53765) for
alleged preferences and fraudulent transfers.  These still remain
contested by the parties and are still pending before the Delaware
Bankruptcy Court.

                      Settlement Agreement

The terms of the Settlement Agreement provide that:

   (a) Teleglobe will pay $950,000 to the FLAG entities as a final
       settlement of all claims asserted;

   (b) Teleglobe and the FLAG entities will execute a stipulation
       of dismissal of the Avoidance Action to be filed with the
       Delaware Bankruptcy Court;

   (c) the FLAG proofs of claims in Teleglobe's bankruptcy cases
       and Teleglobe's proofs of claims in the FLAG's bankruptcy
       cases are deemed withdrawn with prejudice;

   (d) the FLAG entities will assist the Teleglobe Debtors to
       recover any equipment that is currently in the possession
       of or under control of any of the FLAG entities.  For
       purposes of the Settlement, the IRU is deemed owned by the
       FLAG entities;

   (e) Teleglobe and the FLAG entities provide mutual releases for
       any and all obligations, claims and demands in their
       bankruptcy cases; and

   (f) the Settlement Agreement is subject to the approval of both
       the New York Bankruptcy Court and the Delaware Bankruptcy
       Court.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/en/-- is a wholly owned  
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.  
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed the
Debtors' Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.

Headquartered in Dover, Delaware, FLAG Telecom Group Limited --
http://www.flagtelecom.com/-- a leading, carrier-neutral provider  
of international network transport, connectivity and data services
to the wholesale communications & Internet communities.  FLAG owns
and manages an international backbone that underpins the networks
of the world's major carriers, and a low latency global MPLS based
IP network that connects most of the world's principal
international Internet exchanges.   FLAG and its debtor-affiliates
filed for chapter 11 protection on April 23, 2002 (Bankr. S.D.N.Y.
Case No. 02-11735).  On Sept. 26, 2002, the Bankruptcy Court
confirmed FLAG's Third Amended and Restated Joint Plan of
Reorganization and that Plan became effective on Oct. 9, 2002.


FORD MOTOR: Inks Pact With Canadian Workers Union to Cut Jobs
-------------------------------------------------------------
Ford Motor Co.'s negotiation with its Canadian Auto Workers union
ended with a tentative pact on a contract, which will eliminate
about 1,100 hourly jobs in Canada.

Pursuant to the agreement which will end in three years, Ford will
close its 700-worker casting plant in Windsor, Ontario, that makes
cylinder blocks and crankshafts, in 2007 or 2008.  Ford also lay
off hundreds of hourly employees at its engine plant in Windsor.

Under the agreement, early buyouts for CAW members will increase
to 70,000 Canadian dollars, or about US$59,000, from C$60,000,
which CAW leaders said they hope will encourage more of the
union's members to retire early, to limit the number of people who
will lose their jobs.

The deal comes amid turbulent times at Ford. The auto maker,
burdened by falling sales of its profitable sport-utility vehicles
and rising health-care costs in North America, may announce soon
its second major restructuring in four years, which will shrink
both its hourly and salaried ranks.

The agreement includes wage increases of 45 cents an hour in the
first year and 30 cents an hour in the second and third years, or
about 3.5%. The CAW negotiated 13.4% increases and $1,000 signing
bonuses in 2002. Currently, CAW workers are paid C$32 an hour, or
C$70 an hour including overtime and benefits, the union said.

"I don't think it's any secret we face one of our toughest
challenges in these negotiations," said CAW President Buzz
Hargrove, whose union has about 12,500 members at Ford. "I believe
the members will see the wisdom of what we've done here."

CAW-Ford workers plan to vote on the tentative deal this weekend.
Ford is the first auto maker to reach a new CAW agreement. The
deal will form the pattern for similar contracts at
DaimlerChrysler AG and General Motors Corp. The CAW has 17,500
members at GM and 11,400 at DaimlerChrysler.

"We believe this tentative agreement is one that is sustainable
and meets our collective needs in the way it protects the
interests of our CAW employees and supports our vision of a
competitive future in Canada," said Stacey Allerton Firth, Ford of
Canada vice president of human resources.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.


FORD MOTOR: Selling Hertz Corp. to Investor Group for $15 Billion
-----------------------------------------------------------------
Ford Motor Company (NYSE: F) executed a definitive agreement with
an investor group of leading private equity firms, under which
Ford will sell all of the shares of common stock of its wholly
owned subsidiary, The Hertz Corporation, in a transaction valued
at approximately $15 billion including debt.  The acquiring
investor group is composed of Clayton Dubilier & Rice, The Carlyle
Group and Merrill Lynch Global Private Equity.

Under the terms of the agreement, Ford will receive $5.6 billion
for the equity of Hertz.

"This transaction reinforces our commitment to strengthening our
balance sheet and investing in our core automotive business," said
Executive Vice President and Chief Financial Officer Don Leclair.  
"Hertz is a world class company with an experienced management
team.  We look forward to working with the new owners and intend
to maintain our strong commercial relationship with Hertz."

George W. Tamke, a CD&R Operating Partner, will serve as Chairman
of the Board of Directors.

"The company's underlying strengths -- an exceptional global
brand, premium pricing supported by superior customer service and
a history of industry innovation -- form a strong platform on
which to pursue further growth initiatives," Mr. Tamke said.

Gregory S. Ledford, Carlyle Managing Director, said, "We welcome
the opportunity to work with this storied company, the number one
brand in the global auto rental industry.  In addition, we are
delighted to partner with the company's management team and
employees to support the next phase of Hertz's growth."

"We have been looking at Hertz for more than three years and
believe it fits squarely within our investment strategy -- a
complex corporate divestiture of a market leading business with a
powerful franchise and opportunities for profitable growth," said
David H. Wasserman, the partner who led the transaction
negotiations for CD&R.

"We look forward to working with our equity partners and Hertz
management for the company's continued success," said Nathan C.
Thorne, president of MLGPE.

Craig R. Koch, Hertz Chairman and Chief Executive Officer, said,
"We are pleased to be partnering with an outstanding group of
financial and operating investors who understand our business and
are committed to supporting our continued growth, success and
value creation."

                        Cash Tender Offer

In connection with the transaction, Hertz plans to commence a cash
tender offer for up to $2.3 billion of certain of its outstanding
debt securities; certain other Hertz debt will be refinanced.

The purchase of Hertz is subject to customary conditions,
including applicable regulatory approvals, and is anticipated to
be completed by year-end.

J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and
Goldman, Sachs & Co. acted as financial advisors to Ford, and
Simpson Thacher & Bartlett LLP acted as the company's legal
advisor.

Clayton, Dubilier & Rice, Inc. is a leading private equity
investment firm that has earned consistent, superior investment
returns using an integrated operational and financial approach to
building and growing portfolio businesses.

Since its founding in 1978, CD&R has managed the investment of
over $5.5 billion in 37 businesses -- mostly subsidiaries or
divisions of large multi- business corporations -- representing a
broad range of industries with an aggregate transaction value in
excess of $25 billion and revenues of approximately $40 billion.

The Carlyle Group -- http://www.carlyle.com/-- is a global  
private equity firm with $31 billion under management.  Carlyle
invests in buyouts, venture capital, real estate and leveraged
finance in Asia, Europe and North America, focusing on aerospace &
defense, automotive & transportation, consumer & retail, energy &
power, healthcare, industrial, technology & business services and
telecommunications & media. Since 1987, the firm has invested
$14.3 billion of equity in 414 transactions for a total purchase
price of $49.5 billion. The Carlyle Group employs more than 600
people in 13 countries. In the aggregate, Carlyle portfolio
companies have more than $30 billion in revenue and employ more
than 131,000 people around the world.

Merrill Lynch Global Private Equity is the private equity arm of
Merrill Lynch & Co., Inc.

Merrill Lynch -- http://www.ml.com/-- is one of the world's  
leading financial management and advisory companies with offices
in 36 countries and total client assets of approximately
$1.6 trillion.  As an investment bank, it is a leading global
underwriter of debt and equity securities and strategic advisor to
corporations, governments, institutions and individuals worldwide.
Through Merrill Lynch Investment Managers, the company is one of
the world's largest managers of financial assets.  Firm wide,
assets under management total $478 billion.

Hertz Corp. operates the largest general use car rental business
in the world and one of the largest industrial, construction and
material handling equipment rental businesses in North America,
based on revenues.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of Ford Motor
Company, senior unsecured to Ba1 from Baa3, and assigned a Ba1
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of Ford Motor Credit
Company, senior unsecured to Baa3 from Baa2, and short-term rating
to Prime-3 from Prime-2.  The rating outlook for both companies is
negative.

As reported in the Troubled Company Reporter on July 22, 2005,
Fitch Ratings has downgraded the senior unsecured debt of Ford,
Ford Credit and various affiliates to 'BBB-' from 'BBB'.  Ratings
on the Capital Trust II securities have been downgraded to 'BB'
from 'BB+'.  Fitch has also affirmed the 'F2' commercial paper
ratings.  Additionally, Fitch has lowered the ratings of Hertz
have to 'BBB-' from 'BBB' and remain on Rating Watch Evolving.


FORD MOTOR: Offering $2.4 Billion Hertz Securities for Exchange
---------------------------------------------------------------
Ford Motor Credit Company intends to file with the Securities and
Exchange Commission a registration statement to offer to exchange
debt securities of Ford Motor Credit for up to $2.4 billion of
outstanding debt securities of The Hertz Corporation having
similar terms.

These exchange offers are being made in connection with the sale
by Ford Motor Company (NYSE: F) of Hertz to an investor group
composed of Clayton Dubilier & Rice, The Carlyle Group and Merrill
Lynch Global Private Equity.  Ford Motor Credit would receive from
the buyers of Hertz cash for any Hertz debt securities that are
exchanged.

The Hertz debt securities that Ford Motor Credit is offering to
exchange for Ford Motor Credit debt securities are listed as:

  Outstanding          Debt Securities       Ford Credit Debt Securities
   Principal           Issued by Hertz         to be Issued in Exchange
    Amount             to be Exchanged      for the Hertz Debt Securities
------------        -------------------    -----------------------------
$600,000,000        6.350% Senior Notes          6.350% Notes
                     due June 15, 2010            due June 15, 2010

$500,000,000        7.40% Senior Notes           7.40% Notes
                     due March 1, 2011            due March 1, 2011

$800,000,000        7-5/8% Senior Notes          7 5/8% Notes
                     due June 1, 2012             due June 1, 2012

$250,000,000        6.9% Notes                   6.9% Notes
                     due August 15, 2014          due August 15, 2014

$250,000,000        7% Senior Notes              7% Notes
                     due January 15, 2028         due January 15, 2028

Consents to amend the indentures under which the Hertz debt
securities have been issued will also be sought as part of the
exchange offers.

The exchange offers would be conditioned on, and are intended to
close simultaneously with, the consummation of the sale of Hertz
by Ford to the buyers.  The sale is anticipated to be completed by
year-end.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of Ford Motor
Company, senior unsecured to Ba1 from Baa3, and assigned a Ba1
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of Ford Motor Credit
Company, senior unsecured to Baa3 from Baa2, and short-term rating
to Prime-3 from Prime-2.  The rating outlook for both companies is
negative.

As reported in the Troubled Company Reporter on July 22, 2005,
Fitch Ratings has downgraded the senior unsecured debt of Ford,
Ford Credit and various affiliates to 'BBB-' from 'BBB'.  Ratings
on the Capital Trust II securities have been downgraded to 'BB'
from 'BB+'.  Fitch has also affirmed the 'F2' commercial paper
ratings.  Additionally, Fitch has lowered the ratings of Hertz
have to 'BBB-' from 'BBB' and remain on Rating Watch Evolving.


FOREST OIL: Moody's Affirms Ba3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Forest Oil's Ba3 senior
unsecured note rating, its Ba3 Corporate Family Rating, and its
SGL-2 liquidity rating.  The rating outlook remains negative.

These actions follow FST's announcement today of a pending:

   1) spin-off of FST's Gulf of Mexico (GOM) reserves to Spinco
      and Spinco's subsequent immediate acquisition by
      Mariner Energy (unrated); and

   2) FST's pending $200 million debt reduction with cash
      distributed by Spinco upon its borrowing a like amount from
      third-party lenders.

Moody's retained the negative outlook pending FST delivering on
its intention to materially reduce debt from cash flow by year-end
2005 (in addition to the pending $200 million debt reduction
associated with the divestiture).  However, FST's ability to
improve to a stable outlook relies on significantly reduced net
debt by year-end 2005 and on the quality of year-end 2005 reserve
replacement and reserve replacement cost results.  It is feasible
that pro-forma year-end 2005 debt could be in the range of $625
million, down from a pro-forma June 30, 2005 estimate of $718
million.

FST would also need to demonstrate an increased proportion of pro-
forma proven developed reserves relative to pro-forma debt and
stable to rising pro-forma production at sound unit full-cycle
economics.  Going forward, Moody's would also expect that material
acquisitions would be adequately funded with common equity.

Generally, while certain pro-forma metrics would deteriorate,
other key metrics remain in an acceptable range given historic
sector cash flows, FST's intention to reduce leverage, and likely
reduced reinvestment risk.  The ratings affirmation reflects:

   * Moody's view that the divestiture considerably facilitates
     FST's turnaround effort;

   * its ability to demonstrate more favorable quarterly results
     to the market;

   * reduced sustaining capital spending and reinvestment risk;
     and

   * expected significant actual debt reduction by year-end 2005.

Given FST's full leverage, the ratings could suffer if FST
conducted leveraging acquisitions; conducted material shareholder-
friendly transactions, or could not mount sustained favorable
operating and cost trends.  

The ratings remain restrained by:

   * full leverage on proven developed reserves;

   * a considerable pro-forma rise in total debt per unit of daily
     production;

   * acquisition event risk; and

   * the need to demonstrate positive operating trends.

The rating actions are supported by several factors.

   -- While the GOM reserves generate 46% of FST's production,
      they are very capital intensive given their inherent very
      short reserve life and comparatively high reserve
      replacement costs.  The GOM divestment signals FST's
      intention to carry out its growth plan onshore with longer
      lived, though lower margin, reserves.

   -- While the transaction reduces reserves by 24% but debt by
      only 21%, the difference is not highly material to the
      ratings, expected net leverage on pro-forma year end proven
      developed (PD) reserves rises modestly, and the pro-forma PD
      reserve life lengthens markedly.

   -- While FST's unit production and G&A expenses will rise due
      to divestiture of flush production, the resulting lower
      production rate of pro-forma reserves, the higher unit costs
      of pro-forma production, and a reduced cash margin also
      would face a lower level of pro-forma reinvestment risk.

Pro-forma for 2005 acquisitions, year-end 2004 reserves totaled
242 mmboe, of which 181 mmboe was PD reserves.  Second quarter
2005 production was 81,965 boe per day.  FST reports that its
pro-forma 2004 proven reserves would total approximately 185
mmboe, of which 137.7 mmboe would be PD reserves.  Pro-forma
production would decline approximately 46% to 44,500 boe per day.
Total debt would decline only roughly 22% ($200 million) to
approximately $718 million.

Moody's estimates that pro-forma Lease Adjusted Debt/PD BOE of
reserves would rise from $5.56/PD BOE of reserves at June 30, 2005
(pro-forma for the Buffalo Wallow acquisition) to roughly $6.10/PD
BOE ($5.21/PD BOE excluding leases) pro-forma for the divestiture.
Including net debt reduction expected by year-end 2005, Moody's
estimates that pro-forma net Lease Adjusted Debt/PD BOE could be
in the range of $5.50/PD BOE ($4.55/PD BOE of reserves, excluding
leases).

The debt burden per unit of daily production would increase after
the divestiture due to the major reduction in production.  
However, the PD reserve life of that production would be
substantially longer, rising from approximately 6 years to
somewhat less than 9 years, and the value of that long-lived
production stream would be higher than the divested short-lived
production.  Lease Adjusted Debt/BOE of daily production would
increase from $12,430/BOE to a pro-forma $18,760/BOE ($16, 135/BOE
excluding leases) at June 30, 2005 or a possible $17,100/BOE of
net debt on daily production by year-end 2005 ($14,000/BOE
excluding leases.

While FST will have to demonstrate this over time, Moody's
believes FST's pro-forma sustaining capital spending will decline
very substantially, reserve replacement costs will be less event
prone, and FST should carry reduced reinvestment risk.  FST's
ability to sustain pro-forma production would no longer be heavily
impacted by drilling success of single, or a small number, of
flush GOM wells or production problems inherent to the GOM.

Pro-forma liquidity would continue to be sound.  Moody's
anticipates that FST would have an undrawn secured borrowing base
revolver in the range of $600 million.  After the GOM divestiture,
and using FST's second quarter 2005 price realizations, Moody's
anticipates that its leveraged cash flow would cover sustaining
capital spending by roughly 140% to 160%, reflecting higher unit
production, G&A, and interest expenses but lower expected unit
reserve replacement costs.  This can only be borne out by FST's
2005 and 2006 onshore reserve replacement cost experience.  
Moody's assumes that total pro-forma cash flow would be internally
funded.

Moody's estimates that 2005 EBITDA will be in the $700 million to
$750 million range, interest expense in the $60 million range, and
capital spending (excluding 2005 acquisitions) in the $425-475
million range.  The rating agency anticipates that total 2005
capital spending, excluding acquisitions, would be internally
funded.

Moody's ratings actions today include:

   1) Affirmed FST's Ba3 Corporate Family Rating.

   1) Affirmed FST's Ba3 senior unsecured note ratings.

The lack of a rating notch between the unsecured notes and the
Corporate Family Rating continues to reflect a low expected level
of secured debt.

Forest Oil Corporation is headquartered in Denver, Colorado.


FOREST OIL: S&P Places BB- Corporate Credit Rating on Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Forest Oil Corp. on CreditWatch with negative
implications.  The rating action follows the company's
announcement that it intends to spin off its offshore Gulf of
Mexico assets to Mariner Energy Inc.  

Forest shareholders will receive about 0.8 shares of Mariner
common stock for each Forest share owned as of the record date,
representing an estimated 58% of the common shock of Mariner on a
diluted basis.  Forest will receive $200 million of cash (subject
to adjustments), which the company intends to use to pay down
debt.  The Gulf of Mexico reserves represent about 24% of Forest's
total proved reserve base.

However, these assets currently constitute about half of Forest's
consolidated EBITDA.  As is typical with offshore Gulf of Mexico
reserves, the wells generate substantial cash flow in the early
years and then decline sharply.  Standard & Poor's is concerned
that the spin-off will lead to an increased debt to EBITDA ratio,
as well as diminish Forest's near-term free cash flow generation
capability.

Standard & Poor's notes that, pro forma for the spin-off, Forest's
percent of proved-developed reserves will remain unchanged at 74%,
and that the remaining reserves will have a longer average life
and require less future development costs.  In addition, roughly
$50 million of derivative liabilities, as of June 30, 2005, that
are related to the Gulf of Mexico properties, will be transferred
to Mariner.  Standard & Poor's plans to meet with Forest in the
near term to further discuss the spin-off and understand more
fully management's strategy.


GADZOOKS INC: New Plan to Liquidate Assets Under Chapter 11
-----------------------------------------------------------
Gadzooks Inc. filed a Chapter 11 Plan and accompanying Disclosure
Statement on November 6, 2004.  That Plan was to be funded by $25
million back-stopped rights offering to the Debtor's existing
shareholders of common stock in the Reorganized Gadzooks.  The
Investors agreed to purchase any shares of new common stock issued
under the Plan that holders of existing common stock did not
subscribe to purchase in the rights offering.  In exchange for
providing this backstop, the investors were to receive warrants to
purchase shares of common stock of the reorganized Debtor
representing 25% of the number of shares offered in the rights
offering.

The Investment Agreement provided that under certain
circumstances, either the investors or the Debtor could terminate
the Investment Agreement.  On January 7, 2005, the investors
orally notified the Debtor of their intent to terminate the
Investment Agreement.  On January 12, 2005, the Debtor told the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, that it had withdrawn its Plan of Reorganization and
that it had become necessary to sell substantially all of its
assets.

The Debtor delivered to the Court a new plan which will facilitate
the sale and wind-down of its business.

Pursuant to the Plan, these claims will be paid in full:

       * administrative claims;
       * priority tax claims; and
       * other priority claims.

Holders of claims under the Other Secured Claims class will
receive the property securing their claims.  Any remaining claim
deficiency will be treated as an unsecured claim.

Unsecured creditors, owed approximately $8,890,000, will be paid
pari passu from whatever's left of the proceeds from the sale of
the Debtor's estate.

Senior unsecured creditors, owed $26 million, will receive all
payments that would have been paid to noteholders until all of
their claims are satisfied in full.

Noteholders, holding claims aggregating $14 million, will get paid
after senior unsecured creditors are fully paid.   

Old common stock, warrants and securities will be cancelled on the
Plan's Effective Date.

             Sources of Cash for Plan Distribution

All Cash necessary for the Liquidating Trustee to make payments
under the Plan will be obtained from:

   a) funds added to the Debtor's Available Cash from the net
      proceeds of the sale of substantially all of the estate's
      assets, and the prosecution and enforcement of causes of
      action;

   b) existing cash balances of the Debtor on the Effective
      Date; and

   c) the release of any funds held in reserve.

Gadzooks anticipates that the Liquidation Trust will have
approximately $2,175,000 in available funds by September 30, 2006,
the date on which the final installment payment is due from the
purchaser of the Debtor's assets.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486). Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP, represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GRAFTECH INTERNATIONAL: Grants 819,000 Shares to Five Executives
----------------------------------------------------------------
The Organization, Compensation and Pension Committee of GrafTech
International Ltd.'s Board of Directors authorized a grant of
819,000 shares of restricted stock to the Company's employees
pursuant to the GrafTech International Ltd. 2005 Equity Incentive
Plan, which was approved by stockholders on May 25, 2005.

The grant was based on advice from an independent compensation
consultant and is intended to provide long-term incentives to such
employees.  Initially, all of the shares are unvested and subject
to forfeiture.  One-third of the grant will vest on August 31 of
each of 2006, 2007 and 2008, so long as the employee continues to
be employed by the Company through such August 31.  Unvested
shares granted to each employee (and not then previously
forfeited) also vest upon the occurrence of a change in control of
GrafTech.  Unvested shares will be forfeited upon termination of
employment for any reason (including death, disability, retirement
or lay-off).  Shares of restricted stock were granted to each
officer as follows:

                                                       Number of
         Officer                                  Shares Granted
         -------                                  --------------
         Craig Shular                                    130,000
         Chief Executive Officer
         President

         Petrus J. Barnard                                50,000
         Vice President

         Corrado F. DeGasperis                            50,000
         Vice President
         Chief Financial Officer
         Chief Information Officer

         Karen G. Narwold                                 50,000
         Vice President
         General Counsel
         Human Resources
         Secretary

         John J. Wetula                                   24,000
         Vice President

A full-text copy of the 2005 Equity Incentive Plan is available
for free at http://ResearchArchives.com/t/s?178

GrafTech International Ltd. -- http://www.graftech.com/-- is one    
of the world's largest manufacturers and providers of high quality  
synthetic and natural graphite and carbon based products and  
technical and research and development services, with customers in  
80 countries engaged in the manufacture of steel, aluminum,  
silicon metal, automotive products and electronics. The Company  
manufactures graphite electrodes and cathodes, products essential  
to the production of electric arc furnace steel and aluminum. The  
Company also manufactures thermal management, fuel cell and other  
specialty graphite and carbon products for, and provides services  
to, the electronics, power generation, semiconductor,  
transportation, petrochemical and other metals markets.  The  
Company is the leading manufacturer in all of our major product  
lines, with 13 state of the art manufacturing facilities  
strategically located on four continents.   

At Jun. 30, 2005, GrafTech International Ltd.'s balance sheet  
showed a $64,000,000 stockholders' deficit, compared to a  
$53,000,000 deficit at Dec. 31, 2004.


GRANITE BROADCASTING: Selling Ca. & Mich. Stations for $180-Mil.
----------------------------------------------------------------
Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK)
has entered into separate definitive agreements to sell its
WB-affiliated television stations, KBWB, Channel 20 in San
Francisco, California and WDWB, Channel 20 in Detroit, Michigan to
wholly owned subsidiaries of AM Media Holdings, LLC, an affiliate
of ACON Investments, LLC.  In consideration for the sales of the
two stations as well as for covenants not to compete in each of
the San Francisco and Detroit markets, Granite will receive
$180 million in the aggregate, before closing adjustments,
consisting of $177.5 million in cash and $2.5 million of equity in
AM Media Holdings, LLC.

Both transactions, which are subject to FCC approval and customary
closing conditions, are expected to close in the fourth quarter of
2005.  It is anticipated that approximately $30 million of the net
proceeds of the transactions will be available for general
corporate purposes, and the remainder for potential expansion
opportunities and the repayment of debt.

Commenting on the announcement, W. Don Cornwell, Chief Executive
Officer of Granite Broadcasting Corporation, said, "These
transactions are a significant step in the execution of our
strategic plan to realign our asset mix and substantially
strengthen our capital structure.  They positively impact our cash
flow generation and provide us with the financial flexibility to
capitalize on our core strength of operating news-oriented, Big
Three affiliated stations in the nation's mid-sized markets.

"With the announcement, the recent Malara transaction and our on-
going cost saving initiatives we have dramatically improved our
competitive and financial position.  We continue to seek new
opportunities to leverage our management expertise and station
footprint and look forward to updating you as we execute on these
strategic initiatives.

"We would like to thank our employees at both stations for all
their hard work and dedication to their viewers.  We believe that
with AM Media Holdings resources the stations will continue to
play an active role in their communities and be in a strong
position to tap the growth of these markets."

Copies of the Asset Purchase Agreements are available for free at:

     http://ResearchArchives.com/t/s?176

        - and -

     http://ResearchArchives.com/t/s?177

                     About ACON Investments

ACON Investments is a Washington, D.C.-based private equity
investment firm, which has managed approximately $725 million of
capital.  Founded in 1996, ACON manages private equity funds and
special purpose partnerships with investments in the United
States, Europe and Latin America.  ACON was exclusively advised by
David Tolliver, Managing Director of Daniels & Associates.  
Daniels is a leader in financial services to the cable,
telecommunications, media/broadcast and technology industries
worldwide.

                   About Granite Broadcasting

Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) owns
and operates, or provides programming, sales and other services to
13 channels in the following 8 markets: San Francisco, California;
Detroit, Michigan; Buffalo, New York; Fresno, California;
Syracuse, New York; Fort Wayne, Indiana; Peoria, Illinois; and
Duluth, Minnesota-Superior, Wisconsin. The Company's station group
includes affiliates of the NBC, CBS, ABC, WB and UPN networks, and
reaches approximately 6% of all U.S. television households.

Standard & Poor's Ratings Services assigned a CCC corporate credit
rating with negative outlook.  S&P also rated the Company's
$405 million 9.75% senior secured notes due December 2010 at CCC.


GREAT ATLANTIC: S&P Raises Short-Term Rating to B-2 from B-3
------------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term rating
on The Great Atlantic & Pacific Tea Co. Inc. (B-/Developing/B-2)
to 'B-2' from 'B-3', based on the upcoming sale of The Great
Atlantic & Pacific Co. of Canada Ltd. (A&P Canada).  All other
ratings were affirmed.  Total debt was about $1 billion at
June 18, 2005.
     
"The upgrade reflects enhanced liquidity generated from the sale
of A&P Canada and the application of a significant portion of
proceeds to debt reduction," said Standard & Poor's credit analyst
Mary Lou Burde.
     
The ratings on A&P continue to be based on:

   * weak profitability, difficult industry conditions in its core
     U.S. markets; and

   * high lease-adjusted debt leverage.

A&P's August 15, 2005, sale of its Canadian operations for about
$1.6 billion resulted in increased liquidity and significant
funded debt reduction, although it eliminated an important source
of cash flow.  In 2004, EBITDA in Canada represented slightly over
half of A&P's total EBITDA of $275 million.  For the 12 months
ended June 18, 2005, EBITDA in Canada totaled $164 million of $281
million total company EBITDA.
     
Of the total sale proceeds, approximately:

   * $1 billion is in cash,
   * $500 million is in stock, and
   * $84 million is in debt to be assumed by the buyer, Metro Inc.  

A&P will have a 16% stake in Metro and two representatives on
Metro's board of directors.
     
Operational challenges following the sale of the solidly
performing Canadian business remain substantial, and include soft
consumer spending and intense competition from traditional and
nontraditional food retailers.


HIGH VOLTAGE: Aimland Places EUR8.5 Million Bid for Europa Shares   
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, approved the sale and bid procedures for the
proposed sale of all issued and outstanding shares of High Voltage
Engineering Europa B.V.

Europa, principally operating in the Netherlands, is a wholly
owned non-debtor subsidiary of Hivec Holdings, Inc, one of the
debtor-affiliates of High Voltage Engineering Corporation.

Stephen S. Gray, the Chapter 11 Trustee overseeing the Debtors'
bankruptcy estates, has received a EUR8.5 million stalking horse
bid from Aimland Technologies B.V. for Europa's assets.  Aimland's
offer consists of EUR6.2 million in cash and a EUR2.3 million
dividend payable to Hivec at the closing of the sale.  

The Debtors tell the Bankruptcy Court that Aimland has made a
EUR300,000 good faith deposit.  In addition, the Debtors agree
that Aimland is entitled to a EUR175,000 break-up fee in the event
the Europa shares are sold to another buyer or the Debtors'
bankruptcy cases are dismissed prior to the closing of the sale.

The Bankruptcy Court has scheduled an auction of Europa's shares
at 12:00 p.m. on Sept. 19, 2005, at the law offices of Choate Hall
& Stewart LLP in Boston, Massachusetts.  To qualify to participate
in the auction, prospective bidders must:

    a)  place a qualified bid of at least EUR8.9 million, upon
        terms and conditions substantially similar or more
        favorable than the stalking horse offer by Aimland, on or
        before 5:00 pm on Sept. 15, 2005; and

     b) deliver to the Trustee, in readily available funds, a good
        faith deposit equal to or greater than EUR300,000 or 5% of
        its qualified bid.

Competing bids must be submitted, on or before the Sept. 15
deadline to the Trustee at:

        The Recovery Group
        270 Congress Street
        Boston, Massachusetts 02210

Objections to the proposed sale must be filed on or before 4:30 pm
on Sept. 15, 2005, with:

        The Clerk of the Bankruptcy Court
        U.S. Bankruptcy Court
        District of Massachusetts, Eastern Division
        1101 Thomas P. O'Neill, Jr. Federal Building
        10 Causeway Street
        Boston, Massachusetts 02222-1074         

A copy of the Bidding Procedures is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050913031905

Copies of the Bidding Procedures, as well as the Sales Procedure
Order and the Stalking Horse Agreement, are also available from:

        Lisa E. Herrington, Esq.
        Choate, Hall & Stewart LLP
        Two International Place
        Boston, Massachusetts 02110
        Tel: 617-248-5000
        Fax: 617-248-4000

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and      
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products that are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.  
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.  
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represents the chapter 11 Trustee.


HOST AMERICA: Faces Nasdaq Delisting & SEC Probe on Alleged Fraud
-----------------------------------------------------------------
Scott + Scott, LLC, confirms that on Sept. 8, 2005, Host America
Corporation (Nasdaq: CAFE.PK) (Nasdaq: CAFEW.PK) received notice
that the Nasdaq Listing Qualification Panel has determined to
delist the Company's common stock and warrants from the Nasdaq
Stock Market, effective with the open of business on Sept. 12,
2005, under Nasdaq Marketplace Rules 4300 and 4330(a)(3).  

Scott + Scott represents shareholders and warrant purchasers of
Hamden, Connecticut's Host America in connection with the class
action lawsuit filed against the Company for alleged violations of
the Securities Exchange Act of 1934.

On July 12, 2005, Host America informed the public that agreements
had been made between itself and Wal-Mart for the installation of
its LightMasterPlus fluorescent lighting system.  Six weeks later,
Scott + Scott says Host America confirmed its allegations,
confessing, "[T]here is not, and never has been, a formal, written
agreement with Wal-Mart concerning the proposed 10-store survey
that was the subject of the July 12 press release nor is there any
agreement for the installation of LightMasterPlus."  The Chief
Executive Officer is currently on an unpaid leave of absence.  As
a result of HostAmerica's July 12, 2005, misrepresentations,
shareholders have lost millions of dollars, many of these
shareholders being retirees.

To date, neither Host nor its wholly owned energy management
subsidiary R.S. Services, Inc., has received from Wal-Mart a list
of the 10 stores to be surveyed.  Further, it is Host's
understanding that any purchase and/or installation of the
LightMasterPlus(R) will require approval by Wal-Mart senior
management.

The July 12, 2005 press release was followed by a significant
increase in trading volume and stock price over the next ten days.

                     Informal SEC Inquiry

On July 19, 2005, the Staff of the Securities and Exchange
Commission's Fort Worth Office initiated an informal inquiry into
the facts and circumstances surrounding the press release.  The
SEC issued a Formal Order of Investigation of Host and certain of
its officers, directors and others and initiated a suspension in
the trading of Host's securities, on July 22, 2005.  

The Company says it continues to cooperate fully with the SEC in
this investigation and may have a responsibility to indemnify
certain individuals for defense and other costs in connection with
this investigation.

                       Nasdaq Delisting

In addition, on Aug. 5, 2005, Host was notified by The NASDAQ
Stock Market that the Staff of the NASDAQ Listing Investigations
and Listing Qualifications Departments had determined based on a
review of publicly available documents and information provided by
Host to NASDAQ in relation to the issuance of the July 12, 2005
press release, that Host's common stock should be delisted from
The NASDAQ Stock Market based on public interest concerns.   Host
appealed this determination and a hearing before a NASDAQ Listing
Qualifications Panel was scheduled for Sept. 1, 2005.

                      Executive Changes

Based on the Special Committee's preliminary findings into the
facts and circumstances surrounding the issue, the Company's Board
of Directors voted to place Geoffrey, CEO & President of the
Company, on administrative leave without pay pending the
completion of the investigation, effective Aug. 30, and its
determination regarding what further personnel actions are
necessary and appropriate.   

David Murphy, Chief Financial Officer of the Company, was
appointed to serve as acting Chief Executive Officer and
President.  In addition, Mr. Ramsey has also resigned as a member
and Chairman of the Board of Directors.  Mr. Ramsey was not a
member of any committee of the Board of Directors.

Headquartered in Hamden, Conn., The Host America Corporation --
http://www.hostamericacorp.com/-- provides customized energy  
management and conservation solutions for commercial, industrial
and real estate customers.  The Company's food management business
provides outsource food management on a long-term contract basis
for corporations, schools, Meals on Wheels, and Head Start
programs.  The Company employs approximately 524 employees.  


INTERNATIONAL MILL: S&P Puts B+ Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on International Mill Service Inc. on CreditWatch
with negative implications.
     
At the same time, Standard & Poor's assigned its 'B' corporate
credit rating and stable outlook to International Mill Service's
parent, Tube City IMS Corp.  In addition, based on preliminary
terms and conditions, Standard & Poor's assigned its 'B+' rating
and recovery rating of '1' on Tube City's proposed $250 million
senior secured credit facility.  The '1' recovery rating indicates
the likelihood of full recover of principal in the event of a
payment default.
     
Proceeds from the proposed credit facility and simultaneous
issuance of approximately $188 million of income-participating
securities (consisting of approximately $90 million of equity and
$98 million of subordinated notes) and approximately $28 million
of other subordinated notes will be used to refinance existing
debt, pre-fund liabilities, and pay a $23 million dividend.
     
"The CreditWatch placement of International Mill Service reflects
a much more aggressive financial policy than had been expected,"
said Standard & Poor's credit analyst Paul Vastola.  "Previously,
IMS had not paid a dividend; however, as a result of the proposed
capital structure with income-participating securities, the
company plans to distribute almost all of its free cash flow to
equity holders.  Indeed, holders of income-participating
securities expect to receive a steady high yield on their
investment.  This expectation reduces the likelihood that the
company will cut the dividend and, as a result, limits the
company's ability to withstand potential operating challenges and
reduces the likelihood for future deleveraging."
     
Upon completion of the proposed transaction, the corporate credit
rating on International Mill Service will be withdrawn, along with
the ratings on its existing $320 million first-lien credit
facility and $50 million second-lien term loan.
     
The credit facility consists of a $75 million first-lien revolving
credit facility due 2010 and a $175 million first-lien term loan
due 2010.  International Mill Service Inc. and unrated Tube City
LLC, a subsidiary of Tube City IMS Corp., will be the borrowers,
and lenders will have essentially all the assets of the borrowers
as collateral.  The parent company, Tube City IMS Corp., a holding
company, and unrated Tube City IMS ULC, a non-operating subsidiary
and issuer of the income participating securities, will provide
guarantees.


INTERSTATE BAKERIES: Committee Turns to Shughart as Local Counsel
-----------------------------------------------------------------
Paul D. Sinclair, who primarily represents the Official Committee
of Unsecured Creditors in Interstate Bakeries Corporation and its
debtor-affiliates' chapter 11 cases, has transferred from Kutak
Rock, LLP, to Shughart Thomson & Kilroy, P.C.  As a result, the
Committee seeks the U.S. Bankruptcy Court for the Western District
of Missouri's permission to withdraw Kutak Rock's engagement as
co-counsel.

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Shughart Thomson will replace Kutak Rock, LLP.

Committee Co-Chairperson Laura L. Moran of U.S. Bank, National
Association, Indenture Trustee, explains that Paul D. Sinclair
has transferred from Kutak Rock to Shughart Thomson.  The
Committee has approved Mr. Sinclair's transfer of the Interstate
Bakeries Corporation matter on September 8, 2005, effective
September 1.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE HOTELS: Moody's Affirms B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Interstate Hotels & Resorts, and changed the rating outlook to
positive.  The B2 senior secured credit facility rating of
Interstate Operating Company, L.P., Interstate's main operating
subsidiary, was also affirmed.

According to the rating agency, the positive rating outlook
reflects the company's success in growing its hotel management
business as well as diversifying its business away from MeriStar
Hotels & Resorts and the prospect for further performance
improvement.  The credit facility is secured by a perfected first
lien on substantially all of the assets of Interstate and its
subsidiaries.

Interstate Hotels has been successful in acquiring long-term
management contracts, exemplified by gaining the management
contract on 54 hotels owned by Sunstone Hotel Properties.  In
addition, Interstate Hotels is actively involved in sourcing and
underwriting hotel acquisition deals for third parties, which is
also helping to drive contract growth.  This successful growth has
resulted in reduced reliance on management fees from MeriStar.

Moody's B2 rating continues to reflect Interstate Hotel's limited
franchise in the hotel management business relative to major brand
managers such as Marriott, Starwood and Hilton, though the firm is
the largest independent hotel management company.  The rating also
incorporates:

   * Interstate Hotel's exposure to the endemic cyclically of the
     lodging industry;

   * recent management turnover;

   * execution risk associated with its joint venture hotel
     property investment strategy;

   * constrained access to capital markets; and

   * probable low post-distress recovery given the lack of
     hard assets.

These weaknesses are mitigated by:

   * the company's good operating platform;

   * stable cash flows from management contracts (relative to the
     more volatile hotel revenues);

   * ability to manage through the recent severe lodging
     downcycle; and

   * sound diversification by geography, hotel segment, hotel
     owner and brand affiliation.

Performance of hotels managed by Interstate Hotels is improving,
reflecting continued recovery in the lodging industry.  Finally,
through the sale of BridgeStreet's Toronto operations, Interstate
Hotels has reduced its exposure to the corporate housing business,
which Moody's believes to be peripheral to its core hotel
management business.

Moody's indicated that an upgrade to B1 would likely result from
growth in Interstate Hotel's lodging-based revenues exceeding $100
million, and further reduction in the portion of revenues coming
from MeriStar.  The rating agency would also view as positives net
debt of around 2.5X EBITDA on an annualized basis, and measured
growth in ownership, either direct or through joint ventures, of
managed hotel assets.

A return to a stable rating outlook would likely result from any
meaningful loss in contracts, which if not replaced precipitates a
sustained decline in EBITDA of 10% or more, or a rise in MeriStar
exposure.

These ratings were affirmed with a positive outlook:

   * Interstate Hotels & Resorts, Inc. -- B2 Corporate Family
     Rating

   * Interstate Operating Company, L.P. -- B2 senior secured bank
     credit facility

In its last rating action, Moody's assigned a Corporate Family
Rating of B2 with a stable outlook on August 19, 2004.

Interstate Hotels & Resorts, Inc. [NYSE: IHR] is headquartered in
Arlington, Virginia, USA, and operates more than 300 hospitality
properties with nearly 69,000 rooms in:

   * 41 states,
   * the District of Columbia,
   * Canada, and
   * Russia.

BridgeStreet Worldwide, an Interstate Hotels subsidiary, is one of
the world's largest corporate housing providers.  BridgeStreet and
its partners offer more than 8,700 corporate apartments located in
91 MSAs throughout the USA and internationally.


KAISER ALUMINUM: Motion to Settle Underwriters' Claims Draws Fire
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on   
August 30, 2005, Kaiser Aluminum Corporation and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Underwriters Settlement Agreement pursuant
to Rule 9019 of the Federal Rules of Bankruptcy Procedure.

In September 1988, Kaiser Aluminum & Chemical Corporation
instituted an insurance coverage action against certain of the
underwriters and members at Lloyd's London, styled "Kaiser
Aluminum & Chemical Corp. v. Mended & Mount, et al.," Case No.
897055, in the Superior Court of California for the Country of
San Francisco.

The coverage at issue in the Ships Coverage Action spans from 1945
to 1959 and involved 14 policies.  In the Ships Coverage Action,
KACC sought a declaratory judgment that certain Underwriters are
obliged to cover asbestos-related bodily injury claims asserted
against KACC relating to ships built by, or shipyards owned and
operated by, KACC.

Following extensive discussions, KACC and Underwriters have
reached a settlement resolving all claims against Underwriters
with respect to the subject policies, including coverage for
Channeled Personal Injury Claims pursuant to the Debtors' Plan of
Reorganization, as well as other present and future liabilities,
except for certain potential future claims under Aviation
Products Policies.

The salient terms of the Underwriters Settlement Agreement are:

   (1) Underwriters will pay $137 million into a settlement
       account, which will be established pursuant to a
       Settlement Account Agreement.

   (2) On the trigger date, the Settlement Fund will be
       transferred to the Insurance Escrow Account established
       pursuant to the Court's December 29, 2004, Order.  Upon
       the transfer of the Settlement Fund to the Insurance
       Escrow Account, legal and equitable title to the
       Settlement Fund will pass irrevocably to the Insurance
       Escrow Agent to be distributed pursuant to the Plan.

   (3) KACC will release all of its rights under the Subject
       Policies and to dismiss Underwriters from the
       Products Coverage Action, the Premise Coverage Action, and
       the Ships Coverage Action.

   (4) The Settlement Agreement encompasses all claims that might
       be covered by the Subject Policies and constitutes a
       policy buy-out of Underwriters respective participation
       shares in those policies, except for the Aviation Products
       Policies as to which KACC retains certain rights.

   (5) The Settlement Agreement contains certain rights of
       termination, including if Asbestos Legislation were to be
       enacted into law by December 31, 2005.

                           Objections

(1) Certain Insurers

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, relates that certain insurers and certain
underwriters and members at Lloyd's, London, issued insurance
policies that cover occurrences based on exposure to asbestos and
other losses, to Kaiser Aluminum & Chemical Corporation.

The insurers include:

   * AIU Insurance Company;

   * Granite State Insurance Company;

   * Insurance Company of the State of Pennsylvania;

   * Landmark Insurance Company;

   * Lexington Insurance Company;

   * National Union Fire Insurance Company of Pittsburgh,
     Pennsylvania; and

   * New Hampshire Insurance Company.

"Because asbestos claims involve delayed manifestation claims,
insurance coverage for a single loss may be triggered under
multiple years of liability policies," Mr. Rosner tells the
Court.  "Thus, courts have had to determine how [that] coverage
may be allocated among triggered policies."  

Mr. Rosner explains that different jurisdictions have adopted
different approaches to the allocation issue.  Under the "all
sums" approach, each triggered policy may in theory be liable for
the entire loss associated with a claim, with the insurers
relegated to bringing claims among themselves for contribution.

In contrast, under pro rata allocation, each insurer is liable
only for its proportionate share of the total liability, Mr.
Rosner points out.

Mr. Rosner notes that the California Superior Court, in its
Decision on Group IIA Trial Issues in the Coverage Litigation,
adopted an "all sums" methodology with regard to the policies at
issue.  The California Superior Court concluded that "[t]he 'all
sums' and functionally equivalent language in the policies renders
each insurer responsible to cover all liabilities up to policy
limits incurred by the insured once the policy is triggered,
regardless of whether [those] liabilities developed during the
policy period."

However, under "Armstrong World Industries v. Aetna Cas. and
Surety (1998)," if "all sums" is applied, the Insurers will in
certain circumstances have the right to assert contribution and
indemnity claims against the London Underwriters, Mr. Rosner says.

Pursuant to the Settlement Agreement, a mandatory Channeling
Injunction is to be issued by the Court to prevent the Insurers
from asserting contribution or indemnity claims against the
London Underwriters.

However, Mr. Rosner emphasizes that the Settlement Agreement also
contractually provides that Kaiser and its successors will in
certain instances "voluntarily reduce" recoveries they may obtain
against other insurers to the extent those insurers also may
recover indemnity or contribution from the London Underwriters.

"These provisions are neither equal nor balanced, however, because
the provision against Certain Insurers is to be a comprehensive
order of [the] Court, while the provision for voluntary reduction
that protects insurers appears to be limited and only a
contractual commitment between parties," Mr. Rosner says.

Accordingly, the Insurers seek adequate protection of their rights
to recover by judgment reduction the indubitable equivalent of
their contribution and indemnity claims against the London
Underwriters.

Mr. Rosner avers that the right to assert claims is an "interest"
in the London Underwriters policies.  Section 363(e) of the
Bankruptcy Code requires that at any time, on request of an entity
that has an interest in property used, sold, or leased, or as
proposed by the trustee, the court -- with or without hearing --
will prohibit of condition each use, sale or lease as in necessary
to provide adequate protection of that interest.

The Insurers ask the Court that the order approving the
Settlement Agreement should include an "adequate protection"
provision to carry out the Section 363(e) requirement.

In addition to the Section 363(e) mandate, the Court may not
otherwise prejudice insurers' rights.

Mr. Rosner contends that the exclusion of an additional "adequate
protection" provision in the Settlement Order will:

   (a) result in an unlawful expansion and creation of greater
       rights in KACC's prepetition insurance contracts; and

   (b) create an unconstitutional taking of the Insurers' claims
       for indemnification and contribution against the London
       Underwriters.

Allstate Insurance Company, solely as successor-in-interest to
Northbrook Excess and Surplus Insurance Company, supports the
Insurers' arguments.

(2) Hartford, et al.

First State Insurance Company, Hartford Accident and Indemnity
Company, New England Reinsurance Corporation, and Nutmeg
Insurance Company object to the proposed Settlement Agreement to
the extent that it seeks relief affecting Hartford's rights or
obligations under insurance policies Hartford issued to certain
Debtors, or its rights and obligations at equity.

Joanne Wills, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, in Wilmington, Delaware, notes that "the right of one
carrier to seek contribution against another carrier for amounts
properly allocable to the latter either by contract or in equity
is well established."

Ms. Wills says the Settlement Agreement acknowledges that entities
like Hartford could in the future assert "contribution,
subrogation, indemnification or similar claims" against the
London Underwriters.

Under the Settlement Agreement, in the event Kaiser Aluminum
Corporation, the Reorganized KAC, or the Funding Vehicle Trust
becomes entitled receive a payment from insurers other than the
London Underwriters, and if those other insurers obtain a final
judgment against the London Underwriters resolving those insurers'
claims for contribution, then the parties will voluntarily reduce
the payment amount from any other insurers by an amount to the
extent necessary to reduce that judgment.

Moreover, Ms. Wills maintains, contribution and similar claims
against London would be deemed "indirect Channeled Personal
Injury Claims" and would be channeled to a trust established by
the Debtors' joint plan of reorganization.

Ms. Wills asserts that, in the event that its contribution or
similar claims against the London Underwriters are channeled under
the Plan, Hartford will have a set-off right against any amounts
Hartford otherwise is obligated to pay under the Hartford
Policies, which is equal to its contribution or similar claims
against London that are channeled to a trust under the Plan.

While acknowledging the future prospect of contribution or other
similar claims, the contractual commitments in the Settlement
Agreement are not sufficient to protect Hartford's rights, Ms.
Wills argues.  Hence, any order approving the Settlement
Agreement should expressly set forth that the Agreement will not
affect Hartford's rights and obligations under its insurance
policies, including any future allocation disputes between the
London Underwriters and other insurers that would otherwise and
properly be resolved in coverage litigation outside the bankruptcy
proceeding.

Furthermore, consistent with the contractual undertakings in the
Settlement Agreement, any order should expressly provide that
Hartford's liability under the Hartford Policies would be reduced
by any amounts Hartford would have been entitled to recover from
the London Underwriters under contribution or similar theories.

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


KERZNER INT'L: Soliciting Consents to Amend Sr. Note Indentures
---------------------------------------------------------------
Kerzner International Limited (NYSE: KZL) and its wholly owned
subsidiary, Kerzner International North America, Inc., are
commencing a cash tender offer to purchase any and all of their
outstanding 8.875% Senior Subordinated Notes due 2011.

The tender offer is being made pursuant to an Offer to Purchase
and Consent Solicitation Statement and a related Letter of
Transmittal and Consent, each dated Sept. 12, 2005.  The tender
offer is scheduled to expire at 12:01 a.m., New York City time, on
Oct. 8, 2005, unless extended to a later date or time or earlier
terminated.  

In conjunction with the tender offer, the Company and KINA will be
soliciting consents to proposed amendments to the indenture
governing the notes.  The proposed amendments would eliminate
substantially all of the restrictive covenants and certain events
of default from the indenture governing the notes.  Holders that
tender their notes will be required to consent to the proposed
amendments, and holders that consent to the proposed amendments
will be required to tender their notes.

Tenders of notes and deliveries of consents made on or prior to
5:00 p.m., New York City time, on Wednesday, Sept. 21, 2005, may
be withdrawn or revoked at any time on or before the Consent Date.  
Tenders of notes made after 5:00 p.m., New York City time, on
Wednesday, Sept. 21, 2005, may be withdrawn at any time until
12:01 a.m., New York City time, on the expiration date for the
tender offer, which is currently scheduled to be Oct. 8, 2005.

Subject to conditions specified in the Statement, the total
consideration to be paid for each properly delivered consent and
validly tendered note received (and not properly revoked) on or
prior to 5:00 p.m., New York City time, on Wednesday, Sept. 21,
2005 and accepted for payment will be $1,082.83 per $1,000.00 of
principal amount, plus accrued and unpaid interest.  The total
consideration for each note tendered includes an early consent
premium of $22.25 per $1,000.00 of principal amount of notes
payable only to those holders that tender their Notes on or prior
to 5:00 p.m., New York City time, on Wednesday, Sept. 21, 2005
(and do not withdraw their tender).  Total consideration will be
paid shortly after the expiration of the Consent Date. Holders
that tender their notes after that time but prior to the
expiration of the tender offer will receive $1,060.58 per
$1,000.00 of principal amount of notes validly tendered and
accepted for payment, plus accrued and unpaid interest.

The tender offer is conditioned upon the satisfaction of a
financing condition, a consent under the Company's existing
revolving credit facility, a minimum tender condition, as well as
other general conditions.

Copies of the tender offer and consent solicitation documents can
be obtained by contacting MacKenzie Partners, Inc., the Tabulation
Agent and Information Agent for the consent solicitation, at
800-322-2885 (toll free) and 212-929-5500.

Deutsche Bank Securities Inc. is acting as Dealer Manager for the
tender offer and Solicitation Agent for the consent solicitation.
Questions concerning the tender offer and consent solicitation may
be directed to Deutsche Bank Securities Inc., High Yield Capital
Markets, at 800-553-2826 (toll free).

This press release is not an offer to purchase nor a solicitation
of acceptance of the offer to purchase, which may be made only
pursuant to the terms of the Statement and the related Letter of
Transmittal and Consent.  The consent solicitation is being made
solely by the Statement, and related documents (as may be amended
from time to time), and those documents should be consulted for
additional information regarding delivery procedures and the
conditions of the tender offer and consent solicitation.

Kerzner International Limited engages in the development and
operation of destination resorts, luxury resort hotels, and gaming
properties worldwide.  The company was incorporated as Sun
International Hotels Limited in 1993 and changed its name to
Kerzner International Limited in 2002.  Kerzner is headquartered
in Paradise Island, The Bahamas.


LIBERTY TAX: Posts $3.3 Million Net Loss in First Quarter 2005
--------------------------------------------------------------
Liberty Tax Credit Plus III L.P. delivered its quarterly report on
Form 10-Q for the quarter ending June 30, 2005, to the Securities
and Exchange Commission on Aug. 11, 2005.

The Company reported a $3,316,562 net loss on $7,368,200 of
revenue for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $172,174,277 in total assets and
a $98,484,118 partners' deficit.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?17d

Liberty Tax Credit Plus III L.P. is a limited partnership that was
formed to invest in other limited partnerships, each of which owns
one or more leveraged low-income multifamily residential complexes
that are eligible for the low-income housing tax credit enacted in
the Tax Reform Act of 1986, and some of which are eligible for the
historic rehabilitation tax credit.  Some of the Apartment
Complexes benefit from one or more other forms of federal or state
housing assistance.  The Partnership's investment in each Local
Partnership represents from 27% to 98% of the Partnership
interests in the Local Partnership.  The Partnership does not
anticipate making any additional investments.  As of March 31,
2005, the Partnership has disposed six of its 62 original
Properties.


MAIR HOLDINGS: Sends Northwest Airlines Notice of Default
---------------------------------------------------------
Mesaba Aviation, Inc., a wholly owned subsidiary of MAIR Holdings,
Inc. says that Northwest Airlines Inc. failed to make an
$18,697,871.43 payment due on September 12, 2005.  As a result, on
September 13, 2005, Mesaba delivered to Northwest a notice of
default under the parties' Airline Services Agreement.  In the
notice of default,  Ruth M. Timm, MAIR's Vice President and
General Counsel indicates, Mesaba provided Northwest with notice
that, if the payment is not made on or before September 20, 2005,
Mesaba may exercise available remedies against Northwest.

At June 30, 2005, MAIR's balance sheet showed $27.6 million in
accounts receivable, net of a half-million dollar allowance for
bad debts.  At that time, amounts due from Northwest represented
82.4%, or $22.8 million, of MAIR's outstanding receivables.  

MAIR cautioned in its latest quarterly report filed with the SEC
that "[l]oss of the Company's business relationship with Northwest
or Northwest's failure to make timely payment of amounts owed to
the Company would have a material adverse effect on the Company's
operations, financial position and cash flows."

MAIR Holdings' primary business units are its regional airline
subsidiary Mesaba Aviation, Inc., d/b/a Mesaba Airlines, and its
regional airline subsidiary Big Sky Transportation Co., d/b/a Big
Sky Airlines.  MAIR Holdings, Inc. -- http://www.mairholdings.com/  
-- is traded under the symbol MAIR on the NASDAQ National Market.  
Mesaba Aviation, Inc., d/b/a Mesaba Airlines, operates as a
Northwest Airlink partner under the new service agreement with
Northwest Airlines. Currently, Mesaba Aviation --
http://www.mesaba.com/-- serves 109 cities in 29 states and  
Canada from Northwest's and Mesaba Aviation's three major hubs in
Detroit, Minneapolis/St. Paul, and Memphis.  Mesaba Aviation
operates an advanced fleet of 98 regional jet and jet-prop
aircraft, consisting of the 69-passenger Avro RJ85 and the 30- 34-
passenger Saab SF340.  

In a regulatory filing delivered to the SEC yesterday afternoon,
Michael L. Miller, Northwest's Vice President of Law, the carrier
confirmed that it did not make the scheduled semi-monthly payment
to Mesaba, and that, under the terms of its agreement with Mesaba,
Northwest has seven days from receipt of written notification of
its default to cure this amount.  Northwest disclosed that it
didn't make other more substantial payments either.


MEDQUEST INC: S&P Affirms Corporate Credit Rating at B
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings of
diagnostic imaging provider MedQuest Inc. and its parent, MQ
Associates Inc. (The corporate credit rating is 'B'.)  The ratings
were removed from CreditWatch, where they were placed with
negative implications on March 16, 2005.  The outlook is negative.
     
This action reflects abatement of near-term liquidity concerns as
a result of:  

   * the August 15, 2005, $10.7 million semiannual interest
     payment to holders of its senior subordinated notes;

   * the September 7, 2005 $20 million sponsor equity infusion
     made in conjunction with receipt of supplemental indentures
     to MQ Associates' $136 million (at maturity) of senior
     discount notes and MedQuest's $180 million senior
     subordinated notes; and

   * the September 7, 2005 permanent bank waiver that, among other
     things, reinstates full access to the company's $80 million
     revolving credit facility.
     
The supplemental indentures on the company's notes and the
permanent bank waiver both suspend, until December 31, 2005, the
company's obligation to comply with the financial reporting
covenants.  Proceeds from the equity contribution will reduce the
outstanding revolver balance, and fund the fee incurred as a
result of the solicitation and 0.75%-1.00% increase in interest
expense (effective until past due financial statements are filed).
The company has obtained a permanent waiver of any defaults and/or
events of default under the company's senior credit facility;
thus, full access to MedQuest's $80 million revolver has been
reinstated.
     
Accounting errors in estimating contractual allowances had led to
an inability to render historical and projected financial
statements.  The company has been unable to file its Form 10-K
annual report for the year ended December 31, 2004, and will need
to restate several prior years' financial results because of a
write-down of receivables, which it estimates to be $35 million-
$40 million.
      
"Despite strong long-term demand prospects for scans, the 'B'
rating on MedQuest reflects the highly fragmented and competitive
nature of the diagnostic imaging industry, the company's ambitious
growth plans, reimbursement risk, and an aggressive capital
structure," said Standard & Poor's credit analyst Cheryl Richer.

The SEC has commenced an informal inquiry concerning, among other
things, MedQuest's restatement of its financial results, and the
U.S. Attorney's Office in Atlanta, Georgia has opened an
investigation relating to the resignation of the company's former
executive officers and the restatement of financial results.
Standard & Poor's cannot assess the impact of these investigations
on the ratings at this time.


MERRILL LYNCH: S&P Downgrades Rating on Class J Certificates to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class J
of Merrill Lynch Mortgage Investors Inc.'s mortgage pass-through
certificates series 1997-C2 to 'D' from 'CCC'.
     
The lowered rating reflects a principal loss to the class
following the August 2005 liquidation of a lodging property in
Orange, Texas.  Per the remittance report dated September 12,
2005, the loss to the trust upon the disposition of the asset was
$1.3 million.  The loss reduced the principal balance on class J
to $6 million from $6.9 million.
     
Since Standard & Poor's last review on January 27, 2005, five
assets were liquidated causing $8 million in total realized
losses.  The $8 million in realized losses were slightly less than
Standard & Poor's expectations in January.  To date, the trust has
experienced 12 losses totaling $14.6 million.
     
The collateral pool currently consists of 98 loans with an
aggregate principal balance of $391.6 million, down from 147 loans
totaling $686.3 million at issuance.  Six loans ($19.3 million,
5%) are delinquent, including a $1.9 million loan secured by an
asset that is REO.  The remaining loans in the pool are current.


MILL SERVICES: Moody's Lowers Corporate Family Rating to B2
-----------------------------------------------------------
Moody's Investors Service lowered its corporate family rating for
Mill Services Corporation to B2 from B1 and assigned a B2
corporate family rating to Tube City IMS Corporation (TCIMS).

Moody's also assigned B1 ratings to the new secured credit
facilities being arranged for two of TCIMS's primary subsidiaries,
Tube City, LLC and International Mill Service, Inc. ("the co-
borrowers").  

These actions derive from the process of analyzing proposed
security offerings of Tube City IMS Ltd. (TCIMS Ltd.), a Canadian
company set up to do an initial public offering of Income
Participating Securities, which will consist of:

   1) C$115 million (approx. US$98 million) of subordinated notes
      issued by Tube City IMS ULC, a newly-formed Nova Scotia-
      domiciled unlimited liability company; and

   2) C$106 million (approx. US$90 million) of common shares
      issued by TCIMS Ltd. TCIMS Ltd. will own 100% of TCIMS, a US
      holding company that owns Tube City, LLC and International
      Mill Service, Inc.

Moody's downgrade of the predecessor company's corporate family
rating is related to the IPS transaction, which will earmark a
considerable portion of TCIMS's cash flow for payment of interest
and dividends on the IPS's common shares.  These sizable
distributions limit meaningful debt reduction and may, if cash
flow is irregular or declines, require additional debt in order to
meet target distributions.  The rating outlook for TCIMS is
stable.  Moody's assigned several new ratings in connection with
this restructuring and, at the conclusion of the proposed
financing, will withdraw ratings previously assigned to Mill
Services.

These new ratings were assigned:

  Tube City IMS Corporation:

    * B2 corporate family rating

  Tube City, LLC and International Mill Service, Inc.:

    * B1 for the $250 million senior secured credit facilities
      comprised of a $75 million, 5-year revolving credit facility
      and a $175 million, 5-year term loan.

Co-borrowers under the facility are Tube City, LLC and
International Mill Service, Inc.  TCIMS and each of its
subsidiaries guarantee the credit facilities.

These ratings will be withdrawn at the conclusion of this
transaction.

  Tube City, LLC and International Mill Service, Inc.:

   1) B1 for the $265 million 6-year term loan secured by a first
      priority lien in all the assets of the company;

   2) B1 for the $45 million 5-year revolving credit facility,
      which is also secured by a first lien in all assets;

   3) B3 for the $50 million 7-year term loan secured by a second
      priority lien in the collateral securing the first lien
      facilities.

Moody's original ratings for Mill Services were published on
December 3, 2004, and its credit fundamentals are generally
unchanged since then.  Therefore, this release will focus on the
IPS-related risks behind Moody's one-notch downgrade (for general
information on the mechanics and credit issues of IPS-like
structures see Moody's Special Comment entitled Income Security
Recapitalizations in North America (July 2004)).  By design, TCIMS
Ltd. intends to pay out a very high proportion of operating cash
flow to debt and equity holders.  Management is motivated to
maintain and increase common share dividends in order to support
or increase the price of the IPS units.

Debt under TCIMS's new capital structure will be about $312
million, making pro forma debt to LTM EBITDA about 3.3x.  The new
capital structure also increases interest by approximately $10
million per year over the previous structure, dropping
EBITDA/interest to 3.1x from 4.5x.  The IPS structure makes debt
retirement unlikely and dividends may gradually deplete equity,
therefore increasing refinancing risk.  In fact, debt may rise
simply to meet capital investment needs, or legitimate capital
investments may be foregone in order to maintain the
distributions.  Based on initial targeted distributions and the
company's own cash flow forecast, including forecasted growth
capex, TCIMS will have to borrow from its new credit facility to
meet its cash needs.

While the IPS structure provides for a number of checks and
balances to ensure that distributions remain in-line with cash
flow, such as the deferral of common dividends and mandatory
prepayment of the senior secured credit facilities, these may be
too weak or triggered too late to allow the company to recover
from a prolonged decline in cash flow.  Also, TCIMS has little
flexibility to reduce maintenance capex, which the company
estimates to be $21 million per year, since many of these
expenditures are for relatively short-lived assets.  

In total, identified cash uses are expected to be about $90
million annually -- this includes estimated maintenance capex of
$21 million, pro forma interest of $31 million, and targeted
common share dividends of $38 million -- whereas pro forma EBITDA
for the twelve months ended June 30, 2005, was $96 million.  Capex
associated with new business also requires funding.  In addition,
working capital needs can at times be another use of cash.

Also, Moody's notes that there is some uncertainty regarding the
tax deductibility of interest paid on intercompany securities.
Finally, TCIMS conducts nearly all of its operations in US dollars
and the IPS securities will be denominated in Canadian dollars,
creating a currency mismatch.  To mitigate this concern, the
company plans to arrange exchange rate protection for five years.

Looking at TCIMS's business and operating risks, Moody's ratings
are constrained by its dependence on sales to customers in the
highly cyclical steel industry, predominantly in the US.  This
makes the company vulnerable to the loss or bankruptcy of a large
customer, shifts in outsourcing trends, or a general downturn in
the steel industry (its revenues are generally not tied to steel
prices, however).  

Recently, in response to a build-up of steel inventories, several
US steel companies, including some of TCIMS's customers, have
either taken maintenance outages or reduced production at their
facilities.  These actions will lower TCIMS's revenues and income.
TCIMS's customer concentration is high, which is not surprising
given increased concentration in the US steel industry.  One steel
company accounts for approximately 30% of pro forma net sales and
the top five account for roughly 62% of sales.

While appreciative of Mill Services' market position, Moody's
believes that material organic growth may be difficult to achieve.
Furthermore, since the winning of new business may require upfront
capital investment and locks the company into multi-year
contracts, management must exercise great care when bidding on new
business in order to ensure that long-term value is created.
Lastly, Mill Services' few tangible assets and the specialized
nature of its fixed assets lessens the likelihood of full creditor
recovery should cash flow significantly diminish and the company
experience a payment default.

TCIMS's ratings are supported by the company's role as an
entrenched provider of mill services at over 60 North American and
Eastern European steel plants and its favorable track record of
retaining customers and expanding services and revenues at a broad
cross section of mills.  The company often provides different
services at the same mills, which represent a balanced mix of
integrated and minimill steel plants.  The company's business has
been quite stable, making it a reasonably good candidate for
issuing IPSs.

Stability has been enhanced by TCIMS's long-standing customer
relationships, good reputation, and long-term contracts.  Moody's
believes that steel mills will continue to outsource non-core
services such as material handling, scrap management, metal
recovery and slag processing.  While the majority of TCIMS's sales
are linked to its customers' production levels and are, therefore,
cyclical, IMS has introduced fee structures that are independent
of production levels.

TCIMS's stable outlook is supported by its diverse customer base,
long-term contracts with a current duration of around seven years,
and Moody's stable outlook for the steel industry.  There is
little likelihood of TCIMS being upgraded given its high level of
cash distribution and high level of permanent debt.  TCIMS's
ratings could be pressured by:

   * a slowdown of US steel production;

   * the loss or bankruptcy of any large customers;

   * erosion of credit metrics;

   * an unwillingness to reduce dividends and debt in the midst of
     poorer performance;

   * failure to maintain adequate currency exchange rate
     protection; and

   * adverse developments related to the IPS structure, such as
     the tax deductibility of IPS interest payments.

Moody's B1 rating for the secured credit facilities reflects the
value of the collateral securing the facilities.  Credit facility
lenders will have a perfected security interest in all tangible
and intangible assets of the co-borrowers and guarantors and a
pledge of the capital stock of the co-borrowers and each of their
subsidiaries.  If the revolver were fully drawn, credit facility
borrowings would be $250 million, which is about 2.5x LTM EBITDA,
and senior secured debt would represent two-thirds of total
consolidated debt.

At June 30, 2005, the book value of the company's consolidated
tangible assets less cash was $312 million.  Its intangible
assets, primarily customer related intangibles, were $110 million,
and goodwill was another $181 million.  While other creditors may
have little realizable value to rely on in a distressed situation,
the credit facility lenders should be reasonably well-protected by
the collateral package and guarantees.

Tube City IMS Ltd., headquartered in Glassport, Pennsylvania, is a
leading North American provider of on-site steel mill services
such as:

   * material handling,
   * scrap management,
   * metal recovery, and
   * slag processing.


MINERA MEXICO: Moody's Raises $347 Million Notes' Ratings to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on Minera Mexico
S.A. de C.V.'s guaranteed senior notes to Ba2 from B1.  In a
related rating action, Moody's withdrew the B1 Issuer Rating.  The
rating outlook is stable.

The upgrade reflects the significant reduction in debt at Minera
Mexico following the repayment of the $480 million outstanding
under its bank credit facility with proceeds from the recent note
issuance by its parent, Southern Peru Copper Corporation (SPCC).
The Ba2 rating reflects:

   * the improved financial profile and debt protection measures
     that results from the lower leverage at Minera Mexico; and

   * the company's strengthened operating and cash flow
     performance reflective of the strength in global copper    
     markets.  

Minera Mexico's debt as of June 30, 2005, was $827 million,
including $480 million of intercompany loans from SPCC.  At the
same time the rating considers ongoing cost pressures due to
higher input costs such as energy, and increased worker profit
sharing payments in Mexico.  Other factors reflected in the rating
include:

   * the potential for higher than anticipated capital
     expenditures to improve operational efficiency and maintain
     the company's production profile; and

   * the potential for aggressive dividend payment requirements by
     SPCC or its parent, Grupo Mexico.

The stable outlook reflects Moody's expectation that the favorable
copper market fundamentals will continue over the next 12 months
providing Minera Mexico with a stronger earnings base and cash
flow generation than in recent years.  The outlook also
anticipates that Minera Mexico will continue to delever, thereby
further strengthening its overall financial standing.

Moody's would consider an upgrade to the rating:

   * should Minera Mexico continue to demonstrate a disciplined
     approach to the use of debt in its capital structure;

   * a more sustainable track record of consistency of earnings
     performance; and

   * should excessive dividends not be paid relative to
     reinvestment and debt retirement obligations.

A negative outlook or downward rating change could be considered
should continued margin compression exist on a higher cost base in
a declining copper price market or should the company consistently
be unable to cover its investment requirements from cash generated
from operation.  Substantive dividend payouts that would reduce
financial flexibility could also pressure the outlook or rating.

In April 2005, SPCC acquired the operations of its sister company,
Minera Mexico, from its controlling shareholder, Americas Mining
Corporation, a subsidiary of Grupo Mexico S.A. de C.V. SPCC itself
is 75% owned by Grupo Mexico, with the balance held publicly.
Minera Mexico holds SPCC's copper mining and smelting operations
in Mexico.  From its two open pit mines, Cananea and La Caridad,
as well as its smaller underground operations, Minera Mexico
shipped approximately 700 million pounds of copper in 2004.

On a combined pro-forma basis, this represented approximately 45%
of SPCC's total shipments.  Importantly, Minera also has a strong
reserve position.  Based on a copper price of $0.94/lb, Minera's
23 million tonnes of reserves at year-end 2004 made up 52% of the
consolidated overall reserve base.

SPCC reports limited financial information on Minera Mexico as it
is now fully consolidated in SPCC's results.  However, segment
reporting for the six-months ended June 30, 2005 shows SPCC's
Mexican operations' operating income advancing 21% year-over-year
to $341 million on higher shipments, higher realized pricing and
by-product credits, primarily molybdenum.  Nevertheless, the
pressure of higher fuel and power costs contributed to reduced
margins, an operating environment Moody's expects will continue to
affect performance for some time.

Ratings upgraded are:

  Minera Mexico S.A. de C.V.:

    1) to Ba2 from B1, US$222 million Series A guaranteed Senior
       Notes due 2008

    2) to Ba2 from B1, US$125 million Series B guaranteed Senior
       Notes due 2028

Minera Mexico, headquartered in Mexico City, Mexico had fiscal
2004 revenues of US$1.4 billion.


MIRANT CORPORATION: Gets Court Nod to Employ Deloitte Financial
---------------------------------------------------------------
As previously reported, Deloitte & Touche LLP was retained by
Mirant Corporation and its debtor-affiliates to provide, among
others, certain financial advisory services, which included
assistance with the determination of an emergence balance sheet in
accordance with 90-7, Financial Reporting by Entities in
Reorganization under the Bankruptcy Code, issued by the Accounting
Standard Board of the AICPA, and other activities surrounding its
implementation in accordance with the terms of an engagement
letter entered into between the Debtors and Deloitte & Touche
dated November 22, 2004, and certain Deloitte & Touche Retention
Orders.

Deloitte & Touche has implemented a reorganization of some of its
business units, including the business unit providing financial
advisory services.  According to the Debtors, the reorganization
is intended to align the organizational structure of Deloitte and
Touche and its affiliates more closely with the manner in which
business is conducted.

Under the reorganization, as of May 29, 2005, Deloitte Financial
Advisory Services LLP began providing services to the Debtors.
Kirk A. Blair, Esq., a partner at Deloitte FAS, relates that the
personnel who previously comprise the Deloitte & Touche Financial
Advisory Services engagement team for the Debtors became
personnel of Deloitte FAS.

The Debtors sought and obtained the Court's permission to employ
Deloitte FAS.

Deloitte FAS' fees will be based on hourly rates and time
expended, Mr. Blair tells the Court.  "The range of hourly
billing rates reflects, among other things, differences in
experience levels within classifications, geographic
differentials and differences between types of services being
provided."

In the normal course of business, Deloitte FAS revises its
regular hourly billing rates to reflect changes in
responsibilities, increased experience, and increased costs of
doing business, Mr. Blair notes.   At the Debtors' request, Judge
Lynn allows Deloitte FAS to revise its rates to the hourly
billing rates that will be in effect from time to time.

Mr. Blair assures the Court that Deloitte FAS provided no
services to the Debtors prior to the Petition Date since it is a
newly operating entity.  "Additionally, I am not aware of any
prepetition claims held by Deloitte FAS against the Debtors for
fees and expenses in respect of services rendered; however, to
the extent such claims exist, Deloitte FAS agrees not to seek or
accept any recovery thereon."

Mr. Blair further tells the Court that Deloitte FAS has received
no postpetition retainers from the Debtors in respect of any
services it may provide to the Debtors in the future.

Mr. Blair believes that Deloitte FAS does not hold or represent
any interest adverse to the Debtors with respect to the matters
on which the firm is to be retained.  "I believe that Deloitte
FAS is a 'disinterested person' as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code."

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 CORPORATION: Court Approves Dalkia & Nstar Agreements
------------------------------------------------------------
Mirant Kendall, LLC, and NSTAR Steam Corporation, formerly known
as Com/Energy Steam Company, are parties to a Steam Supply
Agreement, dated October 1, 2000.

Under the NSTAR Steam Agreement:

    -- NSTAR purchases steam produced by the Mirant Kendall power
       plant located in Cambridge, Massachusetts; and

    -- Mirant Kendall granted NSTAR a non-transferable license to
       install, operate and maintain certain equipment relating to
       the production and distribution of the steam, in the
       plant's premises.

The NSTAR Steam Agreement, along with the NSTAR License,
terminates in 2022, subject to an early termination provision.

Mirant Kendall acquired the Kendall Facility in 1998 from
Cambridge Electric Light Company, an affiliate of NSTAR.  In
conjunction with Mirant Kendall's acquisition of the Plant,
Cambridge Electric granted an easement in perpetuity at the
Premises to NSTAR with respect to the Steam Equipment.

                    Purchase and Sale Agreement

NSTAR and Dalkia Energy Services, LLC, have entered into a
Purchase and Sale Agreement whereby Dalkia agreed to purchase
certain assets from NSTAR, including the Steam Equipment.  Dalkia
wants to construct a new steam generation source on the Premises
and operate the upgraded system to provide steam to various
customers.

However, rather than having NSTAR assign the existing NSTAR Steam
Agreement to Dalkia as well as the NSTAR Easement, Dalkia and the
Debtors began negotiations to enter into a new agreement for the
production and delivery of steam from the Plant to Dalkia.

Based on these negotiations, the Debtors and Dalkia have entered
into agreements for steam service, real estate rights and other
matters associated with the steam operation at the Plant.

To facilitate the agreements between Mirant Kendall and Dalkia,
the Debtors and NSTAR commenced negotiations regarding the
termination of the NSTAR Steam Agreement and the NSTAR Easement.

The parties entered into the NSTAR Steam Amendment and certain
Dalkia Agreements.

Under the amended NSTAR Steam Agreement:

    -- Mirant Kendall or NSTAR may terminate the NSTAR Steam
       Agreement or the NSTAR License on 60 days written notice,
       or on written notice by NSTAR that the sale of the Steam
       Equipment to Dalkia has been completed; and

    -- NSTAR agrees to release the easement granted by Cambridge
       Electric.

                      The Dalkia Agreements

A. Dalkia Steam Purchase Agreement

    Mirant Kendall will sell steam to Dalkia produced by the
    Plant.  Mirant Kendall will provide firm steam deliveries for
    a certain specified period of time to allow Dalkia to install
    new steam generation equipment and, thereafter, Mirant Kendall
    will continue to provide steam when the Plant is generating
    electricity.

    The Dalkia Steam Agreement expires 20 years from the date on
    which all conditions precedent have been satisfied.

B. Lease and Easement Agreement

    The Lease provides Dalkia with a non-exclusive lease on a
    portion of the Plant where Dalkia will use in connection with
    steam generation and distribution.

    The Lease grants Dalkia easements to:

    (1) access the Leased Premises;

    (2) install pipes and conduits in various locations on the
        Premises in furtherance of the steam business; and

    (3) construct and maintain the Steam Equipment on the
        Premises.

    Dalkia will pay $10 annual rent and its proportionate share
    in the costs incurred by Mirant Kendall to operate, maintain
    and repair the Premises in regard to the Steam Equipment.

    Subject to certain early termination provisions, the Lease
    expires 40 years from the date of execution, and has two
    automatic renewal periods of five years each unless Dalkia
    provides written notice of its intent not to renew the Lease
    at least 180 days in advance of the expiration of the term.

    The Dalkia Easements also automatically terminate upon
    termination of the Lease.

C. Facility Operations Agreement

    The Facility Agreement provides for the terms and costs for
    use of shared areas at the Facility, including common areas,
    parking and utilities, and establishes a committee to
    implement the terms and resolve issues that arise over the
    term of the agreement.

    Dalkia must obtain, at its own cost, all permits necessary for
    the proposed steam production and distribution.

    Subject to certain early termination provisions, the Facility
    Agreement expires 40 years from the date of execution, and has
    two automatic renewal periods of five years each if Dalkia
    elects to renew the Lease.

    The Dalkia Agreements contain mutual indemnity clauses by
    which each party indemnifies the other party under the
    agreements.

The Debtors sought and obtained Court approval of the Dalkia
Agreements and the NSTAR Steam Amendment.

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


MOLECULAR DIAGNOSTICS: R. McCullough Appointed as Director
----------------------------------------------------------          
Robert McCullough, Jr., has accepted his nomination to the Board
of Directors for Molecular Diagnostics, Inc., on Sept. 8, 2005.

Mr. McCullough has an MBA in finance and is a Certified Public
Accountant.  He was an executive at Ernst & Young and served as a
Chief Financial Officer at two privately owned Health Care
companies.  Mr. McCullough has been in the investment business for
the last 18 years as a Portfolio Manager & Security Analyst,
and is currently President of Summitcrest Capital Management.  

Mr. McCullough brings years of financial controls experience in
the healthcare sector and most recently as an Analyst & Portfolio
Manager.  Mr. McCullough has been an investor in Molecular
Diagnostics since 2001.

Molecular Diagnostics, Inc. -- http://www.molecular-dx.com--  
formerly Ampersand Medical Corporation, is a biomolecular
diagnostics company focused on the design, development and
commercialization of cost-effective screening systems to assist in
the early detection of cancer.  MDI has currently curtailed its
operations focused on the design, development and marketing of its
InPath(TM) System and related image analysis systems, and expects
to resume such operations only when additional capital has been
obtained by the Company.  The InPath System and related products
are intended to detect cancer and cancer-related diseases, and may
be used in a laboratory, clinic or doctor's office.

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


MONTPELIER REINSURANCE: Moody's Reviews (P)Ba1 Pref. Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service placed the A3 insurance financial
strength rating of Montpelier Reinsurance Ltd. and the Baa2 senior
debt rating of Montpelier Reinsurance Holdings Ltd. (NYSE: MRH)
under review for possible downgrade.  The rating review follows
the company's announcement that it estimates the net impact of
Hurricane Katrina and the New Orleans flood losses to be in the
range of $450 - $675 million.  MRH's estimates are based on
private industry insured loss estimates, inclusive of offshore
energy losses, in the range of $30-40 billion.

According to Moody's, the review will focus on the magnitude of
actual losses reported -- both gross and net -- relative to
capital and core earnings as well as MRH's ongoing capital
management plans.  The review will also consider the degree of
uncertainty surrounding current loss estimates given the unusual
characteristics of Hurricane Katrina as well as the prospect for
various disputes including the extent to which retrocessional
coverage will respond.

Moody's commented that if losses remain in line with the initial
estimate and subject to the strength of its prospective capital
adequacy, then the rating review could conclude with a
confirmation.

These ratings were placed under review for possible downgrade:

Montpelier Re Holdings Ltd. -- senior unsecured debt at Baa2,
subordinate debt shelf at (P)Baa3, and preferred shelf at (P)Ba1;

   * MRH Capital Trust I -- capital securities at (P)Baa3;

   * MRH Capital Trust II -- capital securities at (P)Baa3;

   * Montpelier Reinsurance Ltd. -- insurance financial strength
     at A3.

Montpelier Re Holdings Ltd. (NYSE: MRH) is a Bermuda-based,
publicly-traded holding company, that provides global specialty
reinsurance products through its Bermuda-domiciled, wholly owned
reinsurance operating subsidiary, Montpelier Reinsurance Ltd.  For
the quarter ended June 30, 2005, MRH reported gross written
premiums of $276 million and net income of $109 million.  As of
June 30, 2005, the company reported shareholders' equity of
$1.5 billion.


MOT-VANOS INC: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Mot-Vanos, Inc.
             16 Greenwood Lake Turnpike
             Ringwood, New Jersey 07456

Bankruptcy Case No.: 05-39730

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Despina, Inc.                              05-39731

Type of Business: The Debtors operate a restaurant in
                  Ringwood, New Jersey.

Chapter 11 Petition Date: September 13, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: John J. Scura, II, Esq.
                  Scura, Mealey & Scura
                  P.O. Box 2031
                  1599 Hamburg Turnpike
                  Wayne, New Jersey 07470-4024
                  Tel: (973) 696-8391

                  Estimated Assets      Estimated Debts
                  ----------------      ---------------
Mot-Vanos, Inc.   $1 Mil. to $10 Mil.   $1 Mil. to $10 Mil.
Despina, Inc.     Less than $50,000     $1 Mil. to $10 Mil.

Mot-Vanos, Inc.'s 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
New Jersey Division of Taxation  Trade debt              $35,600
22-08 Route 208 South
Fair Lawn, NJ 07410
Attn: Victor Forgetta
Tel: (201) 475-3024

Roger Dedner Excavating, Inc.    Trade debt              $32,500
8 Greenwood Lake Turnpike
Ringwood, NJ 07456
Tel: (973) 835-6683

IRS                              Trade debt              $32,000
200 Federal Plaza, 3rd Floor
Paterson, NJ 07505
Attn: William Janes
Tel: (973) 569-4896

Nikos General Construction, Inc. Trade debt              $30,000
P.O. Box 646
Alpine, NJ 07620
Tel: (201) 768-7624

Driscoll Foods                   Trade debt              $12,218

H. Schrier & Co., Inc.           Trade debt              $10,949

P. Pascal, Inc.                  Trade debt               $8,485

New Jersey Labor Department      Trade debt               $8,000

Louis Food Service Corp.         Trade debt               $4,828

Home Like Food Friedman          Trade debt               $4,300
Associates

Pechters Baking Group LLC        Trade debt               $2,700

Gaeta Recycling Co., Inc.        Trade debt               $2,548

Lacas Coffee Co.                 Trade debt               $2,155

Bug Doctor                       Trade debt               $1,443

U.S. Food Service                Trade debt               $1,288

Suburban Morris Water            Trade debt                 $469
Conditioning Company


MOVIE GALLERY: S&P Lowers Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Movie
Gallery Inc., including its corporate credit rating to 'B' from
'B+'.  The outlook is negative.
      
"The downgrade reflects our growing concern that the company's
operating results will continue to be pressured by poor
performance of movies at the box office," said Standard & Poor's
credit analyst Diane Shand.

Movie attendance in the U.S. dropped 17% in the second quarter,
and declines have persisted through the end of August.  A movie's
performance in the rental market is highly correlated with its
performance at the theaters.  Fundamentals in the rental industry
have been weak since 2002 due to the elimination of the exclusive
movie release rental time window as a result of the format change
to DVD from VHS.  Rental industry sales have declined about 2%
annually for the past three years but have dropped at a high-
single digit rate thus far in 2005 due to poor product.  

Additional factors may include increased video on demand of
recently released films and a DVD market saturated with both
feature films and TV series.  Movie Gallery reported weak second
quarter results.  Given current industry trends, Standard & Poor's
believes operating performance will be pressured over the next few
quarters and credit protection measures will deteriorate.


NCD INC: Files Schedules of Assets and Liabilities in Arizona
-------------------------------------------------------------
NCD Inc. delivered its Schedules of Assets and Liabilities to the
U.S. Bankruptcy Court for the District of Arizona disclosing:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 $8,226,163
   B. Personal Property               $745,951
   C. Property Claimed
      As Exempt
   D. Creditor Holding                             $12,115,295
      Secured Claim
   E. Creditors Holding Unsecured                     $309,803
      Priority Claims
   F. Creditors Holding Unsecured                     $632,988
      Nonpriority Claims
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------     -----------
      Total                         $8,972,114     $13,058,086


Headquartered in Glendale, Arizona, NCD Inc., owns and operates
three car wash services.  The Company filed a voluntary chapter
11 petition on July 13, 2005 (Bankr. D. Ariz. 05-12659).  NCD
estimated between $10 million and $50 million in assets and
debts.  

On Apr. 20, 2005, NCD's stockholder, Larry Bjurlin, filed a
voluntary chapter 11 petition (Bankr. D. Ariz. Case No. 05-06793)
(Case, J.).  On May 30, 2005, a related entity, Bjurob, LLC,
filed a voluntary chapter 11 petition (Bankr. D. Ariz. Case No.
05-09745).  Following consolidation of these two bankruptcy
cases, the Court appointed Mark Roberts as chapter 11 trustee
on June 7, 2005.


NOMURA ASSET: Loan Defeasance Cues Fitch to Lift $33.7 MM Certs.
----------------------------------------------------------------
Fitch Ratings upgrades Nomura Asset Securities Corp.'s commercial
mortgage pass-through certificates, series 1996-MDV:

    -- $48.7 million class B-1 to 'AAA' from 'AA';
    -- $33.7 million class B-2 to 'BB+' from 'BB'.

In addition, these classes are affirmed:

    -- $11.2 million class A-1A at 'AAA';
    -- $352 million class A-1B at 'AAA';
    -- $7.5 million class A-1C at 'AAA';
    -- Interest-only classes CS-1 and CS-2 at 'AAA';
    -- $45 million class A-2 at 'AAA';
    -- $52.4 million class A-3 at 'AAA';
    -- $48.7 million class A-4 at 'AAA';
    -- $11.2 million class A-5 at 'AAA'.

The class S-1 is paid in full; Fitch does not rate class B-2H.

The upgrades are due to the defeasance of the Buena Vista Palace
loan (6.4%) and the improved performance of the remaining
collateral.

As of the August 2005 distribution date, the pool's total
principal balance has been reduced by 21.1% to $610.4 million from
$773.7 million at issuance, due to the repayment of one loan and
amortization on eight of the nine remaining fixed-rate loans.  The
collateral consists of government securities (91.3%) from the full
defeasance of seven loans and partial defeasance of one loan and
two crossed pool loans secured by 11 geographically diverse
properties.

Although net cash flow and occupancy of the Horizon loan (9.1%)
have declined since issuance, it is partially defeased with three
of its original four factory outlet centers remaining.  After
accounting for the defeasance and amortization, the year-end 2004
Fitch debt service coverage ratio was 1.77 times (x) compared to
1.55x at issuance.  The average occupancy for the remaining
properties, however, has declined to 78.6% as of YE 2004 compared
to 86.7% at YE 2003.

The Innkeepers Portfolio loan (3.9%) is collateralized by eight
extended stay hotels.  Although the adjusted NCF for YE 2004 has
declined 26.5% since issuance, the trend since 2003 is positive
primarily due to the recovering performance of three hotels
located in the San Jose, California market (39% of allocated loan
balance).  The corresponding DSCR remains strong at 2.36x compared
to 2.41x at issuance.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral.  Fitch compared each loan's
stressed DSCR for the YE December 2004 to the DSCR at issuance.  
DSCRs are based on Fitch adjusted NCF and a stressed debt service
based on the current loan balance.


NORTHWEST AIRLINES: Management Desperate, Says AMFA Leader
----------------------------------------------------------
Aircraft Mechanics Fraternal Association National Director O.V.
Delle-Femine said Northwest Airlines is increasingly desperate and
has escalated its behind-the-scenes campaign to persuade AMFA
members to return to work.

"Publicly, Northwest must maintain the deception that operations
are normal and AMFA members are no longer needed.  Behind the
scenes, Northwest management has launched an escalating campaign
of letter-writing and calls to our members' homes to urge them to
come back," he said.  "Northwest's contingency plan counted on a
substantial percentage of AMFA members crossing the picket lines
by now to rescue the unsustainable combination of overworked
managers and under-trained strikebreakers.  Northwest is naive to
think that substantial numbers of AMFA members will cross the
lines to save management's bacon.  That's not going to happen."

"Northwest's on-time performance remains far below normal, even
after the airline curtailed its flight schedule, reset 'normal' to
68 percent on-time performance from historical levels of ten
percentage points or more higher than that, and manipulated the
system to hide as many actual delays and cancellations as
possible," Mr. Delle-Femine said.

"Besides that, Northwest's stock price keeps dropping, the company
is approaching bankruptcy, and a maintenance safety investigation
is looming by the Department of Transportation's Inspector
General's office.  Northwest management is up against the wall,"
he said.

Mr. Delle-Femine responded to speculation that AMFA might have
been better off accepting Northwest's final pre-strike offer by
noting that "Northwest was well aware that both that offer and the
most recent one were so draconian that neither one stood a chance
of being accepted by our members.  Hypothetically, if AMFA had
accepted the earlier offer, Northwest would have come back right
away for more anyway, so it would have made absolutely no
difference."

As reported in the Troubled Company Reporter yesterday, Northwest
Airlines' latest round of negotiations with officers of Aircraft
Mechanics Fraternal Association ended with no agreement inked
between the parties.  The talks started Thursday last week, with
the Company calling for a reduction of more than 3,000 jobs and
annual savings of $203 million.

The Company previously asked AMFA for a $176 million cut from its
annual wage and other savings.  The proposed lay-off will remove
75% of the union's members from the payroll.  With rising fuel
costs and the company's worsening financial condition requires it
to increase its savings target.  In a regulatory filing, the
airline said it will probably lose as much as $400 million this
quarter, partly due to rising fuel costs.

As reported in the Troubled Company Reporter on Sept. 12, the
Company threatened to permanently replace all striking AMFA
members if an agreement is not reached.  The company is confident
it can maintain smooth aircraft maintenance and flight operations
despite using temporary labor.

AMFA's craft union represents aircraft maintenance technicians and
related support personnel at Alaska Airlines, ATA, Horizon Air,
Independence Airlines, Mesaba Airlines, Northwest Airlines,
Southwest Airlines and United Airlines.  AMFA's credo is "Safety
in the air begins with quality maintenance on the ground."  AMFA
is available on the World Wide Web at http://www.amfanatl.org/

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

                         *     *     *

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

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


NORTHWEST AIRLINES: Defaults On Two, Maybe Three, Debt Obligations
------------------------------------------------------------------
Northwest Airlines Corporation discussed three monetary defaults
totaling $107 million in regulatory filings delivered to the
Securities and Exchange Commission yesterday afternoon:

  (A) Northwest didn't make $23 million of payments under some
      equipment trust certificate aircraft financing agreements.  
      The ETC payments were due on September 10, 11 and 12, 2005.  
      Under the terms of the applicable financing agreements, the
      Company has five to ten business day grace periods in which
      such payments may be made without resulting in an event of
      default under such agreements.

  (B) On September 12, 2005, Northwest didn't make a scheduled $19
      million semi-monthly payment due under the terms of its
      airline services agreement with Mesaba Aviation, Inc., a
      subsidiary of MAIR Holdings, Inc.  Mesaba operates flights
      for Northwest under the "Northwest Airlink" brand using Avro
      regional jet aircraft and Saab 340 turboprop aircraft.  
      Under the terms of its agreement with Mesaba, Northwest has
      seven days from receipt of written notification of its
      default to cure this amount.  Mesaba delivered that notice
      yesterday.

  (C) Northwest is obligated to make a $65 million pension
      contribution payment on September 15, 2005.  If Northwest
      fails to make this payment, a lien would automatically arise
      against its assets unless the Company has previously sought
      bankruptcy protection.  

"The Company is engaged in an analysis of its debt, lease and
other obligations to determine which obligations should be
targeted for restructuring," Michael L. Miller, Northwest's Vice
President of Law, said in a regulatory filing delivered to the SEC
yesterday afternoon.  "The obligations with respect to which
payments were not made are among those that the Company has
identified that it could seek to restructure as part of a
transformation plan.  The Company has not made a decision whether
to make the payments mentioned above within the applicable cure
periods," Mr. Miller continued.  

                          *     *     *

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

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


NVE INC: Court Okays Wasserman Jurista as Bankruptcy Counsel
------------------------------------------------------------
The Honorable Novalyn L. Winfield of the U.S. Bankruptcy Court for
the District of New Jersey gave NVE Inc. dba NVE Pharmaceuticals,
Inc., approval to employ Wasserman, Jurista & Stolz, P.C., as its
bankruptcy counsel.

As previously reported in the Troubled Company Reporter on
Aug. 12, 2005, Wasserman Jurista will perform all legal services
necessary and appropriate in the Debtor's chapter 11 case.

Wasserman's professionals and their current hourly billing rates
are:

     Professional                 Designation      Rate
     ------------                 -----------      ----
     Robert B. Wasserman, Esq.      Partner        $425
     Steven Z. Jurista, Esq.        Partner        $400
     Daniel M. Stolz, Esq.,         Partner        $400
     Leonard C. Walczyk, Esq.       Partner        $325
     Michael McLaughlin, Esq.       Partner        $325
     Scott S. Rever, Esq.           Associate      $290
     Katherin Gregory               Paralegal      $135

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  When the Debtor filed for
chapter 7, it listed $10,966,522 in total assets and $14,745,605
in total debts.


NVE INC: Section 341(a) Meeting Scheduled for Today
---------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of NVE Inc.'s
creditors at 11:00 a.m., today, Wednesday, September 14, 2005, at
the Office of the U.S. Trustee, located at One Newark Center,
Raymond Blvd., Suite 1401, in Newark, New Jersey.

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 Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, NVE Pharmaceuticals, Inc., NVE Enterprises, NVE
Enterprises, Inc., manufactures dietary supplements.  The Debtor
is facing lawsuits about its weight-loss products which contain
the now-banned herbal stimulant, ephedra.  The Debtor filed for
chapter 11 protection on August 10, 2005 (Bankr. D. N.J. Case No.
05-35692). Daniel M. Stolz, Esq., at Wasserman, Jurista & Stolz,
P.C., represent the Debtor.  When the Debtor filed for chapter 11,
it listed $10,966,522 in total assets and $14,745,605 in total
debts


NVE INC: Wants McElroy Deutsch as Special Litigation Counsel
------------------------------------------------------------
NVE Inc. dba NVE Pharmaceuticals, Inc., asks the Honorable Novalyn
L. Winfield of the U.S. Bankruptcy Court for the District of New
Jersey for permission to employ McElroy, Deutsch, Mulvaney &
Carpenter, LLP, as its special counsel in two litigation matters.

The first matter is a consumer fraud action that was instituted
against the Debtor by the Attorney General for the State of New
Jersey, entitled Peter C. Harvey, Attorney General of the State of
New Jersey and Renee Erdos, Director of New Jersey Division of
Consumer Affairs, v. NVE, Inc., et al., Docket No. SSX-C-39-04.

The State of New Jersey wants injunctive relief for penalties
related to alleged false advertisement claims.  The Debtor
vehemently denies these allegations.  The matter is pending before
the Honorable Kenneth MacKenzie in Morris County.

The second matter is pending in the Third Circuit Court of
Appeals, which relates to the Food and Drug Authority ban on
ephedrine alkaloids -- Ephedra, the ban that ended the sale of the
Debtor's most successful products.

A successful outcome of this appeal could have a significantly
positive economic result for the Debtor.  It would lift the FDA
ban on the sale of Ephedra based products, for which there is
significant demand.  The matter has been briefed and only oral
argument before the Third Circuit remains.  Oral argument is
currently scheduled for Sept. 26, 2005.  

The Debtor wants to continue McElroy Deutsch's employment because
the Firm is already familiar with the litigation.

The current hourly rates of McElroy Deutsch's professionals are:

      Professional                     Hourly Rate
      ------------                     -----------
      Walter F. Timpone, Esq.              $425
      Michael B. Devins, Esq.              $225
      Walter R. Krzastek                   $200

With 180 lawyers in five offices in three states, McElroy,
Deutsch, Mulvaney & Carpenter, LLP -- http://www.mdmlaw.com/-- is  
the third largest law firm in New Jersey that offers a full range
of legal services including a wide variety of insurance services
emphasizing coverage and defense, labor and employment, corporate,
construction, commercial litigation, tax, and private client
services.

The Debtor believes that McElroy, Deutsch, Mulvaney & Carpenter,
LLP, is disinterested as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  When the Debtor filed for
chapter 7, it listed $10,966,522 in total assets and $14,745,605
in total debts.


OWENS CORNING: Wants to Sell Ohio Property to R. Arenz for $144K
----------------------------------------------------------------
Owens Corning owns a 3.645-acre land in Newark, Licking County,
Ohio, on which a single-family dwelling is situated.  The
Property is part of a larger parcel of 6.331 acres, which Owens
Corning is in the process of dividing into two lots.  The other
lot, approximately 2.686 acres, has no structures and is not
currently for sale.

The Property was previously leased to families of Owens Corning's
employees at fair market rent.  Owens Corning terminated the
tenant's lease and began to prepare the property for sale.  The
Property has been vacant since April 2005.

In May 2005, the Property was appraised by Scott Kennedy of Ohio,
a third party licensed appraiser, who estimated the market value
of the Property in "as is" condition to be $136,000.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Property has been actively marketed by
a local real estate broker in "as is" condition, through local
magazines and newspapers, several real estate listing services
and the internet.

Owens Corning has received three offers, with the highest offer
from Robert Arenz for $144,000, or $8,000 above the Property's
"as is" appraised value.

Owens Corning accordingly negotiated and entered into a Real
Estate Purchase Contract with Mr. Arenz on July 21, 2005.

The principal terms of the Agreement are:

    (a) At Closing, Owens Corning will transfer the property
        free and clear of all liens and encumbrances, subject to
        the typical residential property exceptions.  Mr. Arenz
        may conduct inspections, but Owens Corning has no
        obligation to correct or repair any problems revealed by
        the inspections;

    (b) The gross purchase price is $144,000, subject to certain
        adjustments.  The Agreement requires a $500 security
        deposit, which is refundable under certain circumstances.
        The balance of the purchase price is to be paid at
        Closing, and Owens Corning is to pay its local real estate
        broker 6% commission of the Property's gross sale price;

    (c) Owens Corning will pay or credit the purchase price for
        all delinquent taxes and prorated taxes for the year of
        Closing, and assessments, which are liens on the Property;
        and

    (d) Closing will take place when all applicable conditions
        have been satisfied but not later than October 31, 2005,
        unless extended by mutual written agreement of the
        parties.

Ms. Stickles informs the U.S. Bankruptcy Court for the District of
Delaware that the Debtors are not aware of any outstanding
prepetition property taxes with respect to the Property, other
than a tax lien asserted by Licking County, Ohio, totaling
$120,000, on account of an ongoing personal property tax audit.

According to Ms. Stickles, Licking County has informed the
Debtors that it will release the lien as against the Property in
exchange for $10,000.

The Debtors seek the Court's authority to sell the Property to Mr.
Arenz.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PC LANDING: Inks Settlement with Calif. State Lands Commission
--------------------------------------------------------------
PC Landing Corp. and Pacific Crossing, Ltd., ask the U.S.
Bankruptcy Court for the District of Delaware for authority:

    i) to enter into a settlement agreement with the California
       State Lands Commission; and

   ii) to assume Lease P.R.C. 8152.1 with the State of
       California, acting through CSLC.

                        P.R.C. 8152.1

Pursuant to P.R.C. 8152.1, PC Landing was granted a non-exclusive
use of certain submerged lands adjacent to Pismo State Beach in
San Luis Obispo County, California.  Disputes related to the state
law arose between the Debtors and the State:

  Validity and Enforceability of P.R.C. 8152.1

   1) payment of a $242,075 annual rent;

   2) the burying of the Debtors' PC-1 cable from the duct ends
      to the 1,000 fathom isobath;

   3) conducting cable burial verification surveys at intervals
      of 18 to 24 months; and

   4) PC Landing's surety bond or other security for $1,000,000;
   
  Legal Status of P.R.C. 8152.1

   1) whether P.R.C. 8152.1 is an executory contract, lease,
      easement license or other property right;

   2) if the P.R.C. 8152.1 is an executory contract, whether it is
      a non-residential real property lease under Section 365 of
      the Bankruptcy Code;

   3) whether the Debtors automatically rejected P.R.C. 8152.1 by
      inadvertently omitting it from a lease exhibit; and

   4) whether amounts due under P.R.C. 8152.1 and certain burial
      obligations are dischargeable claims under the Bankruptcy
      Code.

                        The Settlement

To avoid delay, cost and risk of protracted litigation, the
parties engaged in an arms-length negotiation which resulted in a
settlement.  The salient terms of the agreement includes:

   1) conditional assumption of P.R.C. 8152.1 by PC Landing;

   2) waiver of back rent and the restructuring of future rental
      payments (the Rent Amendment);

   3) longer survey intervals than currently required under the
      law (the Survey Amendment);

   4) an efficient environmental review process for an amendment
      to P.R.C. 8152.1 to allow PC-1 to remain in its as-built
      burial condition; and

   5) the provision of a surety bond post-emergence at a reduced
      level increased over time or upon the sale of PC-1.

Under the rent amendment provision, the State will waive PC
Landing's current balance due of $409,140.  

Also, the Debtors agree to conduct a second post-burial
verification survey completing the 2005 survey for presentation to
the agency by October 7, 2005.

The settlement agreement also anticipates that PC Landing will
provide the land commission a $200,000 bond, one-fifth of the
current face amount of the bond required under P.R.C. 8152.1.  

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of over $10 million and estimated
debts of more than $100 million.


PC LANDING: Wants Court to Approve Settlement Pact with GAL
-----------------------------------------------------------
PC Landing Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to enter into a
settlement pact with Global Access Limited.

PC Landing Corp. and its debtor-affiliates and Global Access
Limited are parties to an Operations and Maintenance Agreement
dated Aug. 20, 1999.  Global Access provided PC Landing operation
and maintenance services at its two cable landing stations in
Ajigaura and Shima, Japan.  The stations are the terminating cable
landing stations for the PC-1 transpacific submarine cable system
that originates in the United States from Grover Beach, Calif.,
and Harbour Pointe, Wash.

In an amended fee schedule, PC Landing agreed to a 29,166,667 JPY
monthly fee for Global Access.  From November 2002 to February
2004, PC Landing paid Global Access 30,625,000 JPY per month for
its services.

                    Adversary Proceeding

On July 18, 2004, the Debtors commenced an action against Global
Access [Adv. Pro. No. 04-54144].  The Debtors contend that they
overpaid Global Access from Nov. 2002 to Feb. 2004.  Also, Global
Access failed to pay the Debtors for various collocation expenses
incurred by Global Access's presence at the stations.  On the
other hand, Global Access allege that the Debtors breached the
services agreement.

In an amended complaint filed in February, the Debtors asserted
claims against Global Access for $18 million to cover fraudulent
transfers, trespassing, unjust enrichment and other damages.

                      Settlement Agreement

To save themselves from litigation costs and risks, the parties
met, conferred and arrived at a settlement agreement.  Pursuant to
the settlement, the Debtors stand to obtain:

   a) Uninterrupted operation and maintenance services provided
      by Global Access under the Operations and Management
      Agreement at 19 million JPY per month, until Dec. 31, 2006.

   b) Monthly payment of 850 thousand JPY from Global Access for
      its occupation of the Stations;

   c) A mutual release of all current claims and litigation; and

   d) The right to purchase from Global Access specified backhaul
      capacity over the next 2 years.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of over $10 million and estimated
debts of more than $100 million.


PEACE ARCH: Former HBO Films Exec. Penny Wolf Named Vice-President
------------------------------------------------------------------
Peace Arch Entertainment Group Inc. (AMEX: PAE; TSX: PAE.LV)
reported the appointment of Penny Wolf as Executive Vice-
President, International Sales and Marketing, effective
immediately.  Ms. Wolf will be responsible for all feature film
acquisitions and the international sales and marketing of Peace
Arch's growing slate of film and television productions.  

Ms. Wolf has more than 20 years experience in international sales
and marketing, most recently as managing director of HBO Films,
London, where she created and ran the international sales
operation and helped establish the HBO brand outside North
America.  While at HBO, she supervised the worldwide distribution
of such films as the Palme D'Or winner "Elephant," Academy Award-
nominated "Maria Full of Grace," "The Life and Death of Peter
Sellers," and Gus Van Sant's "Last Days," which was in competition
at this year's Cannes Film Festival.  Prior to joining HBO, Ms.
Wolf was Head of Sales at Granada Films and Vice President of
International Sales for Capitol Films Ltd.

Operating from the Company's London sales headquarters, Ms. Wolf
is the second seasoned sales executive to join Peace Arch in as
many months, following the recent appointment of Michael Taylor as
President of Peace Arch Television in Toronto.  The move
represents a growing emphasis on sales and marketing of Peace Arch
projects in North America and abroad, and also follows last
month's private placement investment by industry leaders Jeff
Sagansky, Kerry McCluggage and new board chairman Drew Craig.

Peace Arch Entertainment Group President John Flock said, "We
believe Penny's tremendous talent, distribution relationships and
enthusiasm will be an invaluable asset to Peace Arch and an
integral part of our plan to build the premier production and
sales company in the independent film and television business."

Ms. Wolf stated, "I'm very pleased to be joining Peace Arch at a
time of such rapid expansion and promise for future growth.  The
Company has a broad array of exciting new projects that I'm
looking forward to introducing to the international marketplace."

Based in Toronto, Vancouver, Los Angeles and London, England,
Peace Arch Entertainment Group Inc. -- http://www.peacearch.com--  
together with its subsidiaries, is an integrated company that
creates, develops, produces and distributes film, television and
video programming for worldwide markets.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2005,  
the company has undergone substantial financial restructuring and
requires additional financing until it can generate positive cash
flows from operations.  While the company continues to maintain
its day-to-day activities and produce films and television
programming, its working capital situation is severely
constrained.  Furthermore, the company operates in an industry
that has long operating cycles, which require cash injections into
new projects significantly ahead of the delivery and exploitation
of the final production.  These conditions cast substantial doubt
on the company's ability to continue as a going concern.

Equity has been reduced by 30% from a CDN$2,802,000 equity as of
Feb. 28, 2005, from a CDN$3,416,000 equity at Feb. 29, 2004.


PENINSULA HOLDING: Iskum IX Wants Case Converted to Chapter 7
-------------------------------------------------------------
As previously reported, Peninsula Holding Company, LLC, asked the
U.S. Bankruptcy Court for the Western District of Washington to
dismiss its chapter 11 proceeding as a no-asset case.

Iskum IX, LLC, holding a $25.7 million judgment against Peninsula,
asks the Court that instead of dismissing the proceeding, it
should be:

   1) converted to a chapter 7 liquidation proceeding; or

   2) the Debtor will be given certain conditions to meet:

         i) not to file a new bankruptcy filing for at least 180
            days after a dismissal order is entered;

        ii) no property should be transferred to a bankruptcy
            entity within 180 days after a dismissal order;

       iii) barring Black Hills, LLC, the Debtor's parent-
            company, from filing for bankruptcy and for
            transferring any interest to a bankrupt entity within
            180 days after a dismissal order; and

        iv) if a party, holding an interest on the Debtor's real
            property will file for bankruptcy, the automatic stay
            will not apply to any future action by Iskum, the
            Mason County Sheriff, the Sheriff's deputies and
            staff members, and the Mason County Superior Court.

As previously reported, the Confederated Tribes of the Grand Ronde
Community of Oregon obtained a judgment from the Mason Count
Superior Court of Washington, Case No. 03-2-0066-7, against
Peninsula.  Iskum is the successor-in-interest to that judgment.  

Iskum believes that dismissal of the case will prove disastrous to
creditors.  Absent the Court's oversight and monitoring, there is
a real probability that the Debtor will pay other debts using
proceeds from the real property, Iskum asserts.

Headquartered in Seattle, Washington, Peninsula Holding Company
LLC, develops raw land projects in Shelton, Washington.  The
Company filed for chapter 11 protection on May 19, 2005 (Bankr.
W.D. Wash. Case No. 05-16571). Charles A. Johnson, Jr., Esq., at
the Law Offices of Charlie Johnson, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $42,900,000 and total
debts of $31,432,554.


POINT TO POINT: Gets Court Okay to Hire Kemper CPA as Accountants
-----------------------------------------------------------------
Point to Point Business Development, Inc., sought and obtained
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to employ Kemper CPA Group, LLP, as its accountant.

Kemper CPA will:

    (a) assist in modifications to and maintenance of operation of
        the accounting system of the Debtor as necessary to
        enhance and produce the operational information need by
        management, owners, creditors and third parties;

    (b) prepare tax returns; and

    (c) assist as needed in preparing operating reports required
        by the U.S. Trustee.

The Debtor tells the Court that the Firm's professionals will
bill:

      Professional                 Hourly Rate
      ------------                 -----------
      William McKinney, Partner        $185
      Tom McKinley, CPA, CVA           $135
      Mike Manship                     $100

      Designation                  Hourly Rate
      -----------                  -----------
      Other Staff                   $65 - $95
      Clerical                      $50 - $60     

To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined by section 101(14)
Bankruptcy Code.

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower  
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  Cynthia F. Grimes, Esq., at Grimes & Rebein, L.C.,
represents Point to Point.  The Debtor estimated at the time of
the chapter 11 filing that it had less than $50,000 in assets and
more than $1 million of debt.


PREGIS CORP: S&P Junks $150 Million Senior Subordinated Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Pregis Corp.  Pregis is being formed through
equity sponsor AEA Investors LLC's acquisition of substantially
all of Pactiv Corp.'s (BBB/Stable/--) North American and European
protective and specialty packaging businesses.
     
At the same time, based on preliminary terms and conditions, S&P
assigned a 'B+' senior secured debt rating and a recovery rating
of '1' to the company's proposed $219 million multicurrency first-
lien credit facilities.  These ratings indicate our expectation
that bank lenders would fully recover their principal in a payment
default.
     
Standard & Poor's also assigned a 'B-' senior secured debt rating
and a recovery rating of '3' to the company's EUR100 million 7.5-
year second-priority floating-rate notes due 2013.  These ratings
denote the likelihood that second-lien noteholders would
experience meaningful recovery of principal (50%-80%) in a payment
default.  

Standard & Poor's assigned a 'CCC+' to Pregis' $150 million eight-
year senior subordinated notes due 2013.  Both the
second-priority and subordinated notes will be issued under Rule
144A with registration rights.  Transaction proceeds will be used
to finance the $523.5 million acquisition and related outlays.  
The outlook is stable.
     
"The ratings reflect Pregis' high debt leverage; low operating
margins and modest cash flow; and substantial business risks
associated with passing through volatile raw-material costs and
with operating as a standalone company," said Standard & Poor's
credit analyst Cynthia Werneth.  

These negative factors outweigh the benefits of:

   * a value-added product mix;
   * good geographic, end-market, and customer diversity;
   * fairly stable operating profitability; and
   * a low level of capital spending and other required outlays.
     
Pro forma for the transaction, Lake Forest, Illinois-based Pregis
will have total debt (including capitalized operating leases) of
$493 million and very aggressive total debt to trailing-12-months-
EBITDA of about 6x.  Other credit measures will also be weak,
including pro forma EBITDA interest coverage of just about 2x and
funds from operations to debt of about 10%.  Free operating cash
flow is expected to be between $10 million and $20 million in each
of the next two years.  Because funds available for debt repayment
are expected to be modest during the next few years, the company
is likely to remain highly leveraged.  Although Pregis will be
required to fix the interest rate on 50% of its outstanding debt,
it will nevertheless have significant exposure if interest rates
rise.


PREGIS CORP: Moody's Junks Proposed $150 Million Sr. Sub. Notes
---------------------------------------------------------------
Moody's Investors Service assigned new credit ratings to Pregis
Corporation (Pregis -- Senior Secured Debt at B1).

The ratings primarily reflect:

   * the company's significant leverage;

   * modest free cash flow; and

   * participation in segments characterized by significant
     competition and volatile input costs (notably resin).

Financial leverage is significant, with fiscal year end 2005
adjusted total debt to EBITDA expected to be about 5.6x (5.2x
excluding the effect of operating leases).  Free cash flow to
adjusted debt, pro forma for the transaction and adjusted for
operating leases, is expected to be less than 5% during the
intermediate term.  The ratings also reflect the execution risk
involved in removing two businesses from an investment grade
operating environment to function as a standalone, highly
leveraged firm.

The ratings benefit from Pregis's diversified product offering and
broad, longstanding customer base, which serve to support
relatively stable revenue and profit generation.

These ratings were assigned:

   * $50 million proposed Senior Secured First Lien Multicurrency
     Revolving Credit Facility maturing 2011, rated B1;

   * $85 million proposed Senior Secured First Lien Term Loan B-1
     maturing 2012, rated B1

   * Eur68 million ($84 million) proposed Senior Secured First
     Lien Term Loan B-2 maturing 2012, rated B1

   * Eur100 million ($124 million) proposed Senior Secured
     Floating Rate Second Lien Notes due 2013, rated B3

   * $150 million proposed Senior Subordinated Notes due 2013,
     rated Caa1

   * Corporate Family Rating, B2

   * Speculative Grade Liquidity Rating, SGL-3

The rating outlook is stable.

On June 23, 2005 financial sponsor AEA Investors, LLC agreed to
acquire the global protective packaging and the European specialty
packaging businesses of Pactiv Corporation (senior unsecured Baa2)
to form Pregis.  Proceeds from the aforementioned secured credit
facilities and notes combined with $147 million in equity are
intended to fund:

   * the purchase price of $524 million;
   * $21 million in pension liabilities;
   * transition capital expenditures of $15 million; and
   * transition fees and expenses of $30 million.

At closing, Pregis is expected to have about $45 million of
availability under the proposed $50 multi-currency revolver, with
availability reduced by about $5 million in outstanding letters of
credit.

Pregis operates in two broad segments:

   1) Global Protective Packaging (GPP), which accounted for
      about 65% of sales for the twelve months ended
      June 30, 2005; and

   2) European Specialty Packaging (ESP), which accounted for
      about 35%.

EBIT margins ranged from 4.4% to 5.4% during 2002 to 2004 and are
expected to improve from the 5.1% level expected for fiscal year
2005.  GPP serves over 11,600 customers in North America and
Europe from 31 manufacturing facilities in 12 countries.  GPP
holds the number one or number two position in its top four
product segments, including:

   * sheet foam,
   * bubble products,
   * honeycomb, and
   * engineered foam

in both North America (share of 20% or greater) and Europe.

ESP operates through eight manufacturing locations in:

   * Germany,
   * the United Kingdom, and
   * Egypt

and is focused on:

   * specialty packaging for food (53% of sales for the twelve
     months ended June 30, 2005),

   * medical supplies (28%), and

   * consumer products (19%).

Approximately 90% of products are made to specifications ordered
by the customer.  ESP's product offering includes:

   * barrier films,
   * bags,
   * stand-up pouches,
   * labels,
   * customized boxes,
   * rigid films,
   * intravenous and drainage bags,
   * disposable operating drapes,
   * operating gowns, and
   * procedure packs and sets for medical procedures.

The B1 rating assigned to the secured credit facilities reflects
that the expected enterprise value coverage of the secured debt in
a distressed scenario is likely to result in full recovery for the
lenders.  The borrower is Pregis Corporation, and the guarantors
are the borrower's direct parent, Pregis Holding II Corporation,
and the borrower's present and future direct and indirect domestic
subsidiaries.  Security for the senior credit facilities consists
of:

   * a first priority lien on substantially all of the tangible
     and intangible domestic assets of the borrower and its
     domestic subsidiaries;

   * 100% of the capital stock of the domestic subsidiaries; and

   * 65% of the capital stock of the European subsidiaries.

Term amortization for the secured facilities is expected to amount
to less than 10% of annual free cash flow.

The B3 rating assigned to the second lien floating rate notes
reflects:

   * the sizable amount of first lien debt and significant
     contractual subordination of the notes to the first lien       
     credit facilities; and

   * expected enterprise coverage of the notes in a distressed
     scenario.

The Caa1 rating on the subordinated notes reflects:

   * the significant contractual subordination of the notes to the
     first lien and the second lien credit facilities;

   * limited enterprise value coverage in a distressed scenario;
     and

   * position as absorbing first loss in a restructuring scenario.

The SGL-3 speculative grade liquidity rating reflects:

   * Pregis's adequate liquidity profile;

   * the expectation of solid cash flows from operations;

   * substantial availability under the revolving credit facility;
     and

   * moderate cushion under bank covenants.

The SGL-3 rating also reflects expectation that over the next
twelve months capital expenditures are likely to consume a
considerable portion of cash generated.  In addition, the revolver
may be utilized to help cover working capital requirements
associated with rising costs for raw materials (resins), freight,
and energy.  Secured lenders have first priority claims on
substantially all of Pregis's assets, leaving little in the way of
alternate liquidity.

The stable ratings outlook reflects Moody's belief that Pregis
will generate stable revenues, profits and improving free cash
flow over the near term.  That belief is based primarily on:

   * Pregis's diversified product line,
   * stable customer base, and
   * portfolio of customized products.

The ratings or outlook could be raised if the company experiences
stronger than expected revenue growth and margins and the ratio of
free cash flow to debt can be maintained above 5%, while total
debt to EBITDA moves below 4.0x.

The ratings or outlook could be downgraded if Pregis undertakes
additional debt or otherwise deviates from its path of leverage
reduction or if its free cash flow deteriorates.

Pregis Corporation is a leading international manufacturer of:

   * protective packaging,
   * flexible barrier packaging,
   * foodservice packaging, and
   * hospital supplies.

For the twelve months ended June 30, 2005, Pregis generated sales
of approximately $880 million.


PROJECT FUNDING: Fitch Junks Rating on $3.8 Mil. Mezzanine Notes
----------------------------------------------------------------
Fitch Ratings removes from Rating Watch Negative and downgrades
four classes of notes issued by Project Funding Corporation I.  
These downgrades are the result of Fitch's review process and are
effective immediately:

    -- $87,235,981 class I senior notes downgraded to 'BBB' from
       'AA';

    -- $2,807,525 class II senior notes downgraded to 'B' from
       'BBB';

    -- $3,509,528 class III mezzanine notes downgraded to 'CCC'
       from 'BB';

    -- $3,810,511 class IV mezzanine notes downgraded to 'CC' from
       'B'.

PFC I is a collateralized debt obligation administered by Credit
Suisse First Boston.  PFC I, which closed on March 5, 1998, issued
approximately $617 million in debt and equity securities and
invested the proceeds in a static portfolio of amortizing project
finance loans originated by CSFB.  Included in this review, Fitch
discussed with the administrator both the current state of the
portfolio and their portfolio management strategy going forward.

As of the July 15, 2005, payment date, there were 16 loans to 13
obligors and the notes have paid down approximately 84% of their
original balance.  Since the last rating review in September 2004,
there has been credit deterioration. Approximately 37% of the note
balance is represented by obligors rated 'B+' or below by CSFB
internally.  One of the obligors experienced a catastrophic
failure along with severe damage to its facility.  This obligor,
which represents approximately 4% of the outstanding balance of
the notes, is currently considered defaulted by CSFB internally.

The notes of PFC I feature a pro rata principal payment and
sequential payment of interest prior to the occurrence of certain
triggers.  To date, no such triggers have been achieved.  While
the collateral continues to amortize, the pro rata feature of PFC
I results in an increased exposure to single obligors.  

Net defaults are applied against the balance of the notes in
reverse sequential order.  As a result, Fitch has determined that
the outstanding ratings assigned to all rated classes of PFC I no
longer reflect the current risk to the noteholders.  In addition,
the class IV notes may experience deterioration to their remaining
principal balance.

The rating of the class I notes addresses the likelihood that
investors will receive timely interest as well as the stated
balance of principal by the final payment date.  The ratings of
the class II, III and IV notes address the likelihood that the
investors will receive ultimate and compensating interest
payments, as well as the stated balance of principal by the final
payment date.

For more information on the Fitch VECTOR Model, see 'Global Rating
Criteria for Collateralized Debt Obligations,' dated Sep. 13,
2004, available on the Fitch Ratings web site at
http://www.fitchratings.com/

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are also available on the web at
http://www.fitchratings.com/


PROVIDENT PACIFIC: IndyMac Wants Court to Lift Automatic Stay
-------------------------------------------------------------
IndyMac Bank, FSB, dba Construction Lending Corporation of
America, asks the U.S. Bankruptcy Court for the Northern District
of California in Santa Rosa to lift the automatic stay so it can
protect its senior interest in Provident Pacific Corporation's
real property located at 39 Palisade Drive in Kirkwood,
California.  

IndyMac holds a first-priority lien on the property as security
for approximately $10 million in loans, which the Debtor used to
construct the Timber Ridge Townhomes on the property.  The
Bankruptcy Court recently allowed MKA Capital Group, Inc., a
junior lender, to commence foreclosure on the townhomes.

IndyMac's counsel, Jenny Y. Park Garner, Esq., at Sheppard,
Mullin, Richter & Hampton LLP, says that the Bankruptcy Court
should lift the automatic stay because:

    a) the Debtor has no remaining interest in the property;
       and

    b) the Debtor does not have the ability, or the funds, to
       successfully reorganize its operations.

Ms. Garner says that the Debtor no longer holds any equity in the
property because the $25 to 26.5 million fair market value of the
Timber Ridge Townhomes at completion, as estimated by an
independent appraiser, is not enough to cover secured debt of
approximately $29 million.  

Ms. Garner adds that the Debtor no longer needs the property to
reorganize because a reorganization is unlikely at this point.    

Headquartered in Belvedere, California, Provident Pacific
Corporation, filed for chapter 11 protection on June 8, 2005
(Bankr. N.D. Calif. Case No. 05-11435).  Michael H. Lewis, Esq.,
at Law Offices of Michael H. Lewis, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $39,545,023 and total
liabilities of $28,495,982.


PXRE REINSURANCE: Moody's Reviews Ba2 Debt Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the Baa1 insurance financial
strength rating of PXRE Reinsurance Company and the Ba2 debt
ratings of PXRE Capital Trust I under review for possible
downgrade.  The rating review is prompted by the company's
announcement that its preliminary estimate of its net loss from
Hurricane Katrina is approximately $235 million, after tax,
reinsurance recoveries on its outwards reinsurance program and the
impact of inwards and outwards reinstatement and additional
premiums.  The company also said that it expects to report a net
loss of $85 to $100 million for 2005, assuming no additional
material catastrophes occur during the rest of 2005.

According to Moody's, the review will focus on the magnitude of
actual losses reported, both gross and net, relative to capital
and core earnings, as well as the company's ongoing capital
management plans.  The review will also consider the degree of
uncertainty surrounding current loss estimates given the unusual
characteristics of Hurricane Katrina as well as the prospect for
various disputes including the extent to which retrocessional
coverage will respond.

Moody's commented that if losses remain in line with the initial
estimate and if the company recapitalizes its balance sheet to an
appropriate level, then the review could conclude with a
confirmation.

These ratings were placed under review for possible downgrade:

   * PXRE Capital Trust I -- capital securities at Ba2;
   * PXRE Reinsurance Co. -- insurance financial strength at Baa1.

PXRE Group Ltd. [NYSE: PXT] is a publicly traded reinsurance
holding company providing reinsurance products and services to a
worldwide marketplace.  For the quarter ended June 30, 2005, PXT
reported net income of $44 million.  As of June 30, 2005, the
company reported shareholders' equity of $764 million.


RUFUS INC: Young Conaway Approved as Bankruptcy Counsel
-------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave Rufus,
Inc., permission to employ Young Conaway Stargatt & Taylor, LLP as
its general bankruptcy counsel.

Young Conaway will:

   1) provide legal advise with respect to the Debtor's powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its properties;

   2) prepare and pursue confirmation of a proposed chapter 11
      plan and approval of its accompanying disclosure statement;

   3) prepare on behalf of the Debtor all necessary applications,
      motions, answers, reports and other legal papers and appear
      in Bankruptcy Court to protect the interests of the Debtor
      before that Court; and

   4) perform all other legal services to the Debtor that are
      necessary in its bankruptcy proceedings.

Michael R. Nestor, Esq., a Partner of Young Conaway, disclosed
that his Firm received a $35,000 retainer.  Mr. Nestor charges
$420 per hour for his services.  

Mr. Nestor reports Young Conaway's professionals bill:

      Professional           Designation      Hourly Rate
      ------------           -----------      -----------
      Edward J. Kosmowski    Associate           $350
      Ian S. Fredericks      Associate           $225
      Thomas Hartzell        Paralegal           $170

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

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,  
dog food, supplies and accessories.  The Debtor also operates a  
chain of six retail stores in the Northeastern United States.  The  
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.  
D. Del. Case No. 05-12218).  When the Debtor filed for protection
from its creditors, it listed $1.8 million in total assets and
$12.7 million in total debts.


RUFUS INC: Hickey & Hill Approved as Corporate & Fin'l. Advisors
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave Rufus,
Inc., permission to employ Hickey & Hill, Inc., as its corporate
and financial advisors.

Hickey & Hill will:

   1) install a new accounting system for the Debtor by using a
      QuickBooks accounting package and instruct current personnel
      how to use the new accounting system;

   2) advise and counsel the Debtor's Board of Director and its
      Chief Executive Officer while the Company is under chapter
      11 protection and make arrangements with former employees to
      aces historical accounting information as needed;

   3) reconcile bank statements for the periods that have not been
      reconciled and assist in preparing the Debtor's balance
      sheets;

   4) update the current cash forecast and budget for the Debtor
      for presentation to the Court and assist in preparing the
      routine court reports as required by the guidelines of the
      U.S. Trustee;

   5) design routine reports to capture cash receipts and
      expenditures so that they can be reported in the same format
      that is used in the forecast and budget to be presented to
      the Court; and

   5) perform all other corporate and financial advisory services
      to the Debtor that are necessary in its chapter 11 case.

Julianne Viadro, a Senior Consultant of Hickey & Hill, disclosed
that her Firm received a $45,000 retainer.  Ms. Vaidro charges
$230 per hour for her services.

Ms. Viadro reports Hickey & Hill's professionals bill:

      Professional         Hourly Rate
      ------------         -----------
      Larry Hill              $400         
      Dan Ratto               $320
      Kay Spieker             $100

Hickey & Hill assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,  
dog food, supplies and accessories.  The Debtor also operates a  
chain of six retail stores in the Northeastern United States.  The  
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.  
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.  
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,  
represent the Debtor in its bankruptcy proceeding.  When the  
Debtor filed for protection from its creditors, it listed  
$1.8 million in total assets and $12.7 million in total debts.


SAINT VINCENTS: Medical Staff Objects to Parsons Manor Sale
-----------------------------------------------------------
An ad hoc committee representing the medical staff of St. Mary's
Hospital of Brooklyn, Mary Immaculate Hospital, Queens, and St.
John's Queens Hospital asks the U.S. Bankruptcy Court for the
Southern District of New York to deny Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates request to
sell their Parsons Manor property.

As reported in the Troubled Company Reporter, Kinchung Lam has
offered to buy Parson Manor for $12.5 million.  The Debtors intend
to use a portion of sale proceeds to reduce amounts due under
their postpetition financing agreement with HFG Healthco-4 LLC.

According to James D. Glass, Esq., at Ruskin Moscou Faltischek,
P.C., in Uniondale, New York, the Brooklyn/Queens Hospitals are
being sacrificed for the benefit of the Manhattan/Westchester
Hospitals, without regard to the effects on the communities they
are serving and the Medical Staff.

Mr. Glass points out that, to improve the prospect of the
Hospitals constituting the Manhattan/Westchester areas, the
Debtors have, or are in the process of:

   (i) removing profitable departments from the Brooklyn/Queens
       Hospitals and moving them to the Manhattan/Westchester
       Hospitals; and

  (ii) borrowing funds for working capital, expansion and
       improvements of the Manhattan/Westchester Hospitals and
       collateralizing the repayment of the funds in part by the
       assets of the Brooklyn/Queens Hospitals.

Mr. Glass notes that part of the sale agreement for Parsons Manor
provides for a lease of a portion of the Property for six months
to house the offices of the chairs of the various departments of
the Brooklyn/Queens Hospitals.  However, the sale agreement does
not mention the location of the Departments upon the termination
of the lease.

The Debtors' request does not explain the intended use of the
Sale Proceeds and whether any part of it will be applied in any
fashion for the benefit of any of the Brooklyn/Queens Hospitals,
Mr. Glass further points out.

He cites the Debtors' July monthly operating report, which states
that for the month of July 2005, the Brooklyn/Queens Hospitals
provided revenues of over $23 million out of a total of $60
million generated by all of the Debtors' Hospitals, or 38%.

"What would that percentage have been if the various services
previously provided by the Brooklyn/Queens Hospitals had not
been discontinued and to some extent transferred to the
Manhattan/Westchester Hospitals?" Mr. Glass asks.

                   Debtors Respond to Objection

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in New
York, informs the Court that SVCMC has addressed the Medical
Staff Committee's concerns.

Mr. Selbst relates that the Lease allows SVCMC to lease the
portion of Parsons Manor utilized by the Departments for up to
six months, at a market rate of approximately $18 per square foot
per month.  As SVCMC gradually relocates the Departments and
moves them from Parsons Manor to other locations, the rental
obligations at Parsons Manor will decrease proportionately.  The
occupancy by the Departments will not be modified prior to any
relocation, so that the Departments will not have to be
consolidated prior to their relocation.

As of September 6, 2005, SVCMC's plans for relocation are:

   (a) The chair of each Department, along with the Chair's
       correlating residency program, will relocate to an office
       space at one of these locations:

        -- Mary Immaculate Hospital,
        -- St. John's Hospital Queens, or
        -- St. Dominic's;

   (b) The Chairs who currently maintain two offices, along with
       their correlating residency program, will be relocated
       from Parsons Manor to their second office; and

   (c) The Quality Assurance Department, the Risk Management,
       Insurance and Claims Departments, and the Central
       Credentialing Process Unit for SVCMC will be relocated to
       an office space at St. Matthew's, a leased office building
       at 95-25 Queens Boulevard, Rego Park, New York.

The Lease will enable SVCMC to smoothly transition the
Departments to their new locations in accordance with its
relocation plan, Mr. Selbst contends.

SVCMC intends to use the proceeds of the Sale to satisfy the
liens on Parsons Manor.  To the extent funds are made available
to SVCMC by consent of the holders of the liens or otherwise,
SVCMC will the funds for its operations.  However, at this
juncture, SVCMC does not plan to use any of the Proceeds for the
funding of the Brooklyn/Queens hospitals or for any other
purpose.  

Nonetheless, all SVCMC's hospitals, including the Brooklyn/Queens
hospitals, are expected to benefit from the Sale to the extent it
results in additional liquidity to fund SVCMC's operations, Mr.
Selbst attests.

                DASNY & HUD Respond to Sale Motion

Geoffrey T. Raicht, Esq., at Sidley Austin Brown & Wood LLP, in
New York, tells the Court that SVCMC's pronouncements that DASNY
would agree to the sale of Parsons Manor free and clear of the
Parsons Mortgage are premature.

According Mr. Raicht, SVCMC did not formally seek either the
consent of the DASNY or the U.S. Department of Housing and Urban
Development.  In addition, the Debtors did not provide sufficient
information explaining how the Sale relates to a broader
strategic plan for the Debtors.

Nevertheless, DASNY and HUD support SVCMC efforts to sell Parsons
Manor for the highest and best price that can be achieved.  To
this end, DASNY and HUD do not object to the entry of the Sale
Procedures Order.

However, DASNY and HUD are not prepared to consent to the release
of DASNY's lien on the proceeds of a sale of Parsons Manor.  
Until the consent is received, DASNY wants the sale proceeds held
in escrow for their benefit.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Gives Additional Adequate Assurance to Con Edison
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation providing additional adequate assurance of
future payment for postpetition utility services provided by The
Consolidated Edison Company of New York, Inc., to Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates.

Pursuant to the stipulation, the Debtors agree to promptly pay Con
Edison for the energy supplied during these periods:

                         Period           Amount
                         ------           ------
                  07/05/05 - 07/20/05    $325,000
                  07/20/05 - 08/05/05    $346,667
                  08/05/05 - 08/20/05    $325,000
                  08/20/05 - 09/05/05    $346,667
                  09/05/05 - 09/12/05    $151,662

Beginning Sept. 12, 2005, and every other Monday after that, the
Debtors will advance $325,000 to Con Edison for the estimated
amount of utility service to be supplied during each 15-day
period.

All payments made pursuant to the Stipulation will be applied to
the Debtors' postpetition accounts.  

In the event the monthly bill indicates an overpayment, that
overpayment will be applied to reduce the next scheduled advance
payment.  If the advance payments have not been fully paid
commensurate to the energy services actually used, the next
regularly scheduled payment will be increased by the amount of
the shortfall.

If material changes in actual or projected use of utility
services occur, the payment schedule will be adjusted so that the
advance payment approximates the Debtors' usage.

The Debtors and Con Edison also agree that the billing charges
for energy services provided by Constellation New Energy, Inc.,
are not included in the agreed payment schedule.

Constellation has asked the Court to terminate its service
agreement with the Debtors.

Should the agreement be terminated and the Debtors become full-
service Con Edison customers, the Debtors and Con Edison agree
that:

   * the payment schedule will be upwardly adjusted to reflect
     the additional billing charges;

   * the $325,000 advance payments will increase to $550,000
     with the first payment due on the date the Debtors become
     full-service Con Edison customers; and

   * all subsequent payments of $550,000 will be due on the same
     day of every other week after that.

In the event payment is not received on the scheduled date, Con
Edison may terminate energy services after providing not less
than seven business days' notice to the Debtors.

During the default period, the Debtors may cure the default and
be reinstated in good standing by tendering the amount due.
Should they require more than three cure periods during any
12-month period, the Debtors will be required to pay Con Edison a
one-month cash security deposit, on demand, as a condition for
continued service.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: DOH Approves St. Mary's Hosp. Closure Plan
----------------------------------------------------------
Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in New
York, informs the U.S. Bankruptcy Court for the Southern District
of New York that the DOH has approved the implementation of the
closure plan for St. Mary's Hospital in Brooklyn, New York.

Having obtained that authority, Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates now seek to
complete the process of obtaining the Bankruptcy Court's authority
for the closure.

As reported in the Troubled Company Reporter, The Debtors decided
to close down St. Mary's because of continuing losses.  St. Mary's
Hospital has struggled financially for several years.  It incurred
losses in excess of $24 million in 2004.  The Debtors say that St.
Mary's financial woes could threaten patient care at other SVCMC
institutions and cause their operations to lose value.

Mr. Selbst relates that Kingsbrook HealthCare System has filed an
emergency Certificate of Need application with the DOH in
connection with its agreement to assume the outpatient clinical
services at St. Mary's Hospital.  However, to assure that any
potential increased demand for inpatient services can be met,
Kingsbrook also seeks approval to convert 40 underutilized
rehabilitation beds to acute care beds and to expand its
ventilator dependent units and dialysis services.  

The New York City Fire Department will manage the Kingsbrook
ambulance tours after St. Mary's Hospital closes.  All tours will
be fully covered and there will be no interruption in ambulance
services in the community.  The Fire Department reserved the
right to cancel tours pursuant to its police powers if the
Hospital was unable to adequately staff its ambulances.  

Mr. Selbst says the Debtors' current and past patients have been
informed of St. Mary's Hospital's closure.  The patients have
been advised of their options with respect to continuing care and
patient records.

The outpatient letters reflect Kingsbrook's continuation of
services at the six clinic sites.  SVCMC's two nursing homes in
Brooklyn will be available as resources for patient and family
consideration.

                 Objections and Debtors' Response

The Debtors address objections filed with respect to the proposed
closure of St. Mary's Hospital:

(A) Kenneth Falk

Mr. Falk contends that the Debtors improperly took steps to close
St. Mary's Hospital prior to obtaining the Court's authorization
for the action.  

The Debtors disagree with his contentions.  Mr. Selbst says the
Debtors will take all appropriate steps to investigate Mr. Falk's
allegations.

(B) Brooklyn Safety Net

Brooklyn Safety Net, LLC, an entity formed for the purpose of
acquiring St. Mary's Hospital's operations, suggests that any
decision for the closure be postponed until December 31, 2005, to
provide BSN time to arrange financing for the acquisition of the
Hospital.

The Debtors, however, are convinced that BSN will not be able to
obtain financing necessary to consummate the transfer to new
management in a time period that would avoid substantial
additional losses.  

Mr. Selbst points out that with the proposed postponement, St.
Mary's Hospital is projected to lose in excess of $8 million.  
The losses will harm all constituents in the Debtors' cases.

(C) Medical Staff Committee

An ad hoc committee representing about 1,100 physicians, dentists
and podiatrists at St. Mary's Hospital, Mary Immaculate Hospital,
and St. John's Hospital alleges that St. Mary's closure is part
of SVCMC's master plan to close all of its Brooklyn and Queens
Hospital.

If the Debtors intend to close or sell all of the Brooklyn/Queens
Hospitals, the Medical Staff Committee wants an opportunity to
explore realistic alternatives for the benefit of the communities
and the Medical Staff.

The Debtors disagree with the accusations.  

According to Mr. Selbst, the decision to close St. Mary's
Hospital is amply justified and absolutely necessary to
strengthen the remaining hospitals in the SVCMC system.  The
decision was reached absolutely independently and without
consideration of the financial condition or results of operations
at the other hospitals.

Mr. Selbst maintains that SVCMC is exploring all options with
respect to St. John's and Mary Immaculate, including the transfer
to one or more other healthcare sponsors, but emphasizes that no
decisions have been made with respect to either facility.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SANDISK CORP: S&P Places Corporate Credit Rating at BB-
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Sunnyvale, California-based SanDisk Corporation.
SanDisk is a leading manufacturer of various formats of flash
memory cards for use in consumer electronics such as digital
cameras, USB storage devices, and cell phones, as well as
industrial and telecommunications applications.  SanDisk had no
funded debt outstanding as of July 3, 2005.  The outlook is
stable.
      
"The rating on SanDisk reflects significant business risk because
of a narrow business profile, the potential for price volatility
in the NAND flash memory industry, and the substantial investment
requirements of its flash memory fabrication joint ventures," said
Standard & Poor's credit analyst Joshua Davis.  

These factors partly are offset by SanDisk's vertically integrated
business model, which includes:

   * low-cost NAND flash manufacturing and a leading share of the
     memory card market;

   * significant royalty income; and

   * substantial liquidity.
     
SanDisk has experienced strong growth in revenues and
profitability in recent years supported by the rapid expansion of
the market for flash memory cards.  SanDisk's business profile
benefits from access to cost-competitive NAND flash memory wafers
through its fabrication joint ventures with Toshiba Corp.,
intellectual property associated with NAND flash and other memory
card-related components and formats, and a global retail
distribution network, which have helped SanDisk gain a leading
share of the global market for memory cards.

Growth over the last several years has been driven by the digital
camera market, which continues to be a significant source of
customer demand for memory cards.  Applications for NAND flash are
broadening to include other consumer devices, including:

   * cell phones,
   * MP3 players,
   * video games, and
   * others

which should help to sustain further demand growth in coming
years.


SCHOOL SPECIALTY: Moody's Junks $300 Million Sr. Sub. Notes
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to School
Specialty Inc.  The ratings are being assigned in connection with
the proposed acquisition of School Specialty by Bain Capital and
Thomas H. Lee for a transaction valued at approximately $1.8
billion.

These ratings were assigned:

   * Corporate Family Rating of B2;

   * $175 million senior secured revolving credit facility of B1;

   * $300 million senior secured term loan B of B1;

   * $250 million senior secured delayed draw credit facility
     of B1;

   * $350 million senior unsecured notes due 2013 of B3;

   * $300 million senior subordinated notes due 2015 of Caa2;

   * Speculative grade liquidity rating of SGL-3.

The outlook is stable.

On May 31, 2005 School Specialty announced a go private
recapitalization transaction led by Bain Capital.  The per share
price being paid is $49 per share which is a 25% premium over the
public trading price just prior to the announcement.  Bain will be
investing along with Thomas H. Lee Partners approximately $663MM
of common equity.  In addition management will be rolling over
approximately $10 million in equity.  Upon the closing of the
transaction Bain Capital will hold 60% of the equity and Thomas H.
Lee 40%.

The ratings are supported by:

   * the company's significant market leadership position in a
     highly fragmented market;

   * its strong mix of proprietary brands; and

   * the depth of its product offerings which currently provide
     the company with a competitive advantage over larger and
     better capitalized mass market retailers.

The ratings are constrained by:

   * the initial amount of proposed funded leverage;

   * the company's acquisitive business strategy; and

   * in Moody's opinion its expected reliance on new product
     expansions to support sales.

In addition, the ratings are restrained by:

   * the company's small scale;

   * the potential for more competition from larger and better
     capitalized companies;

   * high seasonality; and

   * low tangible asset coverage.

However, the ratings do reflect the stable industry segment in
which the company operates.  Moody's estimates that pro-forma for
the transaction, average Debt/EBITDA (using Moody's standard
adjustment for operating leases and the off balance sheet
receivables financing) was approximately 7.4x for the LTM period
ended July 30, 2005.  At seasonal peaks, estimated leverage in
Moody's opinion could reach approximately 8.0x.

The stable outlook reflects Moody's expectation that the company
will continue to be acquisitive and will finance its acquisitions
with on balance sheet cash as well as additional debt issued under
its $250 million Delayed Draw secured credit facility.  As a
result, the company's leverage metrics are expected to stay close
to the level at closing for the next twelve to eighteen months.

Given the expected high leverage at close, a ratings upgrade is
highly unlikely in the near future; however, a positive outlook
could be assigned should operating performance improve or debt be
reduced such that Debt/EBITDA (as adjusted using Moody's standard
adjustment for operating leases) should remain below 6.5x.  
Ratings could be downgraded should operating performance and/or
liquidity deteriorate resulting in operating margins falling below
8%, or Debt/EBITDA rising above 8.5x.

The proposed senior secured credit facilities are notched one
level above the corporate family rating reflecting:

   * their senior position in the capital structure;

   * the relatively low enterprise value multiple that would be
     required to fully cover these credit facilities under a
     distressed scenario; and

   * their overall size and scale relative to the total capital
     structure.

The senior unsecured notes are notched down by one level from the
corporate family rating reflecting their effective subordination
to the sizable senior secured credit facilities.  The senior
subordinated notes are notched down by three from the corporate
family rating reflecting not only their contractual subordination
to both the secured and unsecured senior debt but their equity-
like characteristics given the expected funded indebtedness at
close plus the potential for an additional $250 million in debt
under the Delayed Draw Term Loan that could take senior secured
leverage up to a maximum of 4.0x under the credit facilities.

The speculative grade liquidity rating of SGL-3 represents
adequate liquidity.  The company's internally generated cash flow
combined with normal seasonal borrowings under the revolver will
be sufficient to fund expected working capital and capital
expenditures requirements over the next four quarters.  The
company has in place a $175 million secured revolving credit
facility which is expected to be used to support its seasonal
working capital needs.  The credit agreement is subject to two
financial covenants, a fixed charge coverage ratio and a leverage
ratio both of which will not become effective until the end of the
fourth quarter of FY 2006.  The company is expected to have an
adequate cushion over its covenant levels.

School Specialty, Inc., headquartered in Greenville, Wisconsin, is
the largest provider of supplemental educational products and
equipment to the pre-kindergarten through twelfth grade
educational markets in the United States and Canada.  Its products
are sold via:

   * its catalogue,
   * ecommerce websites, and
   * sales force.

Total revenues for the fiscal year ended April 30, 2005 were
approximately $1.0 Billion.


SIRIUS SATELLITE: Exchanging 9-5/8% Sr. Notes for Registered Notes
------------------------------------------------------------------
SIRIUS Satellite Radio Inc. is exchanging all of its outstanding
9-5/8% Senior Notes due 2013 for 9-5/8% Senior Notes due 2013,
which have been registered under the Securities Act of 1933.

The terms of the exchange notes to be issued in the exchange offer
are substantially identical to the outstanding notes, except that
the exchange notes will be freely tradeable.  The exchange notes
may be sold in the over-the-counter-market, in negotiated
transactions or through a combination of such methods.  However,
the Company does not plan to list the exchange notes on a national
market.

The Bank of New York has been appointed as the exchange agent for
the offer.  The Bank of New York also acts as trustee under the
indenture governing the outstanding notes, which is the same
indenture that will govern the exchange notes.

                            The Notes

The Notes are:

   * unsecured senior obligations of the Company;

   * are senior in right of payment to any existing and future
     Subordinated Obligations of the Company;

   * are effectively junior to all of the existing and future
     liabilities of the Company's Subsidiaries; and

   * are subject to registration with the SEC pursuant to the
     Registration Rights Agreement.

                Principal, Maturity and Interest

The Company issued the Outstanding Notes initially with a maximum
aggregate principal amount of $500 million.  The Company issued
the Outstanding Notes in denominations of $1,000 and any integral
multiple of $1,000.  Interest on these Notes will accrue at the
rate of 9-5/8% per annum and will be payable semiannually in
arrears on August 1 and February 1, commencing on February 1,
2006.  The Company will make each interest payment to the holders
of record of these Notes on the immediately preceding July 15 and
January 15.  The Company will pay interest on overdue principal at
1% per annum in excess of the 9-5/8% rate and will pay interest on
overdue installments of interest at such higher rate to the extent
lawful.

Interest on these Notes will accrue from the date of original
issuance or, if interest has already been paid, from the most
recent interest payment date.  Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.

As of June 30, 2005, after giving pro forma effect to the private
offering of the Outstanding Notes and the application of the
proceeds therefrom, the Company's Senior Indebtedness would have
been approximately $1.1 billion, none of which is secured by any
of the Company's assets.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?17a

SIRIUS Satellite Radio Inc. delivers more than 120 channels of the
best commercial-free music, compelling talk shows, news and  
information, and the most exciting sports programming to listeners  
across the country in digital quality sound.  SIRIUS offers 65  
channels of 100% commercial-free music, and features over 55  
channels of sports, news, talk, entertainment, traffic and weather  
for a monthly subscription fee of only $12.95.  SIRIUS also  
broadcasts live play-by-play games of the NFL and NBA, and is the  
Official Satellite Radio partner of the NFL.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,  
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Sirius Satellite Radio Inc.'s proposed $500 million Rule 144A
senior unsecured notes maturing in 2013.   At the same time,
Standard & Poor's affirmed its existing ratings on the New York,
New York-based satellite radio broadcasting company, including its
'CCC' corporate credit rating.  The new proposed notes will
replace the company's previously proposed $250 million senior
unsecured note offering, which was postponed in the second quarter
of 2005.  Standard & Poor's 'CCC' rating on the $250 million
senior note issue was withdrawn.  S&P says the outlook remains
stable.

Proceeds will be used to repay $57.4 million in debt and to boost
liquidity.  On a June 30, 2005, pro forma basis, Sirius had nearly
$1.1 billion in debt.


SOLUTIA INC: Asks Court to Compel Arbitration of Calpine Claims
---------------------------------------------------------------
Before it filed for bankruptcy, Solutia, Inc., entered into a
series of contracts with Calpine Central, L.P., Calpine Power
Services Company and Decatur Energy Center, LLC, pursuant to which
Calpine built a natural gas co-generation facility on land leased
from Solutia at the Debtor's plant in Decatur, Alabama.  The
Contracts included:

   (a) Second Amended and Restated Lease, Steam Sales and Shared
       Services Agreement, dated as of January 31, 2001;

   (b) Facility Lease Addendum to the Principal Agreement, dated
       as of January 31, 2001;

   (c) Steam Sales Addendum to the Principal Agreement, dated as
       of January 31, 2001;

   (d) Second Amended and Restated Operating and Maintenance
       Agreement, dated as of January 31, 2001; and

   (e) Amended and Restated Power Marketing Agreement, dated as
       of March 21, 2000.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that under the Contracts, Calpine agreed to supply
substantially all of the power required by Solutia at its Decatur
plant at a fluctuating price based on the cost of natural gas and
certain capacity charges.  In addition, Calpine agreed to supply
Solutia's requirements for steam and de-ionized water at the
Decatur plant, subject to Solutia's agreement to purchase not
less than 100 kpph of steam on an annual average basis from
Calpine.  Finally, Calpine agreed to repurchase excess electrical
capacity not needed by Solutia in the operation of the Decatur
plant.

Each of the Contracts was for a 20-year term, initially scheduled
to commence in 2002.  However, the parties agreed to delay
commencement of performance under the Contracts until June 1,
2004, because neither party could have operated profitably under
the Contracts due to the unanticipated increase in natural gas
prices between the time of entry into the Contracts and the time
when power and steam supply was to begin thereunder.

                   Calpine Contracts Rejected

In 2004, Solutia determined that the then-current and forecasted
price of natural gas rendered it more cost-effective for the
company to return to its historical practice of purchasing energy
for the Decatur plant from the Tennessee Valley Authority and
generating its own steam from its coal-fired boilers, rather than
buying energy and steam from Calpine, Ms. Labovitz says.  
Therefore, on May 13, 2004, Solutia sought to reject certain of
the Contracts.

In a Court-approved stipulation, Solutia and Calpine agreed to
the amendment, restatement and assumption of the Principal
Agreement and the rejection of the Facility Lease Addendum, Steam
Sales Addendum, Power Marketing Agreement and O&M Agreement.  The
Stipulation permitted Calpine to submit proofs of claim for
damages resulting from the rejection.

                         Calpine Claims

On November 29, 2004, Calpine filed three proofs of claim for
rejection damages.  The Debtors object to two of these claims:

A. Decatur Energy Claim

Decatur filed Claim No. 6355 asserting total damages of
$351,220,357 arising from Solutia's rejection of the Facility
Lease Addendum and the Steam Sales Addendum.

   1. Facility Lease Addendum Rejection Damages

      Calpine asserts $69,136,236 in direct damages from
      Solutia's rejection of the Facility Lease Addendum.  These
      damages are based on the present value of (a) future rent
      payments due from Solutia under the Facility Lease
      Addendum; (b) additional operation and maintenance costs
      to be incurred by Calpine that would have been paid by
      Solutia had the Facility Lease Addendum not been rejected;
      and (c) Calpine's ability to mitigate its damages by
      selling electricity produced from the additional generating
      capacity available to Calpine that would have been
      dedicated to Solutia's needs.  In calculating the present
      value of its claim, Calpine used a "safe investment"
      discount rate.

   2. Steam Sales Addendum Rejection Damages

      Calpine asserts $282,084,122 in damages from Solutia's
      rejection of the Steam Sales Addendum based on direct and
      consequential damages:

      (a) Direct Damages (Loss of Steam Sales)

          Calpine asserts $178,674,613 in direct damages from
          Solutia's rejection of the Steam Sales Addendum based
          on the present value of Calpine's lost profits from its
          projected future steam sales to Solutia.  Calpine
          calculated the present value of its damages using a
          "safe investment" discount rate and by estimating
          (i) Solutia's future steam requirements based on
          Solutia's then-current and historical usage of steam;
          (ii) the projected future price of steam; (iii)
          Calpine's variable costs to produce steam; and (iv)
          Calpine's ability to mitigate its damages by
          eliminating steam production and, instead, producing
          additional electricity.

      (b) Consequential Damages (Loss of QF Status / Plant
          Changes)

          In addition to direct damages, Calpine asserts
          $103,409,509 in consequential damages resulting from
          Solutia's rejection of the Steam Sales Addendum.  
          Calpine asserts that these damages represent the
          present value, using a "safe investment" discount rate,
          of (i) the loss of Calpine's competitive advantage due
          to Calpine's loss of qualifying facility status under
          the Public Regulatory Policies act of 1978, as amended,
          16 U.S.C. Section 796 et seq.; and (ii) Calpine's lost
          profits as a result of changes in the economics of
          operating its plant in the absence of supplying steam
          to Solutia.

B. The Calpine Central Claim

Calpine Central filed Claim No. 6354 asserting damages for
$31,496,976 arising from Solutia's rejection of the O&M
Agreement.  According to Calpine, these damages are based on the
present value of its total expected net profit under the O&M
Agreement.

Calpine calculated the present value of its claim using a "safe
investment" discount rate and by purportedly estimating (a) the
monthly fees that would have been paid by Solutia; (b) the fuel
payments that would have been made by Solutia; and (c) Calpine's
costs of performing the O&M Agreement.  Calpine asserts that it
cannot mitigate its damages under the O&M Agreement, because no
property was returned to Calpine as a result of the rejection of
the agreement.

Solutia objects to the Decatur Energy Claim because:

   (a) Calpine's calculation of the damages is incorrect and not
       in keeping with the terms of the Rejected Contracts,
       proper economic analysis and industry standards:

       (1) Calpine has failed to disclose all of the assumptions
           behind its damage calculations, and Solutia is unaware
           of any assumptions or calculations that would yield
           damages comparable to what Calpine has alleged;

       (2) Calpine's damage calculations fail to consider a
           proper discount rate;

       (3) Calpine incorrectly included additional operation and
           maintenance costs as damages from the rejection of the
           Facility Lease Addendum; and

       (4) Calpine's damage calculations for the rejection of the
           Steam Sales Addendum failed to consider Solutia's
           decreased steam requirements at the Decatur plant, and
           that the Steam Sales Addendum is primarily a
           requirements contract;

   (b) Calpine is not entitled to $103,409,509 in consequential
       damages from Solutia's breach of Steam Sales Addendum:

       (1) Consequential damages are expressly excluded under the
           Principal Agreement, which applies to the Steam Sales
           Addendum; and

       (2) Calpine's loss of QF status and the change in plant
           economics were not within the contemplation of the
           parties at the time of the contract and, therefore,
           alleged damages relating to each of these events
           constitute unrecoverable consequential damages under
           New York law;

   (c) The damages claimed by Calpine are speculative and
       unsupported and, hence, are not recoverable under New York
       law;

   (d) The damages claimed by Calpine from Solutia's breach of
       the Facility Lease Addendum and the Steam Sales Addendum
       are duplicative of each other and of damages claimed by
       Calpine from Solutia's breach of the O&M Agreement;

   (e) Calpine has failed to mitigate its damages from Solutia's
       breach of the Facility Lease Addendum and the Steam Sales
       Addendum or, in the alternative, has not accurately
       calculated the value of the mitigation of its damages; and

   (f) Calpine has failed to account for its obligations owing to
       Solutia under the Power Marketing Agreement and the
       overall economics of the Rejected Contracts in calculating
       its damage claim.

Furthermore, Solutia objects to the Calpine Central Claim
because:

   (a) Calpine's calculation of its alleged damage amount is
       incorrect and not in keeping with the terms of the O&M
       Agreement, proper economic analysis and industry
       standards:

       (1) Calpine has failed to disclose all of the assumptions
           behind its damage calculations, and Solutia is unaware
           of any assumptions or calculations that would yield
           damages comparable to what Calpine has alleged; and

       (2) Calpine's damage calculations fail to consider a
           proper discount rate;

   (b) Calpine has failed to mitigate its damages in relation to
       Solutia's breach of the O&M Agreement;

   (c) The damages claimed by Calpine are speculative and
       unsupported and, hence, are not recoverable under New York
       law;

   (d) The damages claimed by Calpine from Solutia's breach of
       the O&M Agreement are duplicative of damages claimed by
       Calpine from Solutia's breach of the Facility Lease
       Addendum and the Steam Sales Addendum; and

   (e) Calpine has failed to account for its obligations owing to
       Solutia under the Power Marketing Agreement and the
       overall economics of the Rejected Contracts in calculating
       its damage claim.

           Closure of Acrilan Business at Decatur Plant

In early 2005, Solutia sought and obtained the Court's authority
to wind down and close its Acrilan acrylic fiber business at the
Decatur plant.  The Acrilan business ceased operations on
April 16, 2005.

Although Solutia continues to use the Decatur plant to produce
certain intermediate chemicals for its integrated nylon business,
and non-debtor entities continue to run separate operations at or
near the Decatur plant, the closure of the Acrilan business has
drastically reduced Solutia's energy requirements -- and
specifically its steam requirements -- at the Decatur plant from
its historical requirements.  In fact, had Solutia not rejected
its contracts with Calpine in May 2004, the Acrilan business
would have been even more unprofitable due to its heavy use of
steam and Solutia's decision to wind down and close that business
would likely have come even earlier.

                 Alternative Dispute Resolution

Solutia asks the Court to compel an arbitration of its objection
to the Decatur Energy Claim and the Calpine Central Claim,
without first engaging in mediation.

Solutia also asks the Court to confirm thereafter an arbitration
award that:

   -- disallows both the Decatur Energy Claim and the Calpine
      Central Claim in their entirety; or, in the alternative

   -- allows each of the Decatur Energy Claim and the Calpine
      Central Claim only in an amount actually proven at trial or
      arbitration.

Solutia believes that arbitration will provide the fastest and
most efficient method of resolving its objection to the Contested
Claims and determining the allowed amount of those claims.  
Furthermore, because the Contested Claims are among the largest
unsecured trade claims filed in the Debtors' Chapter 11 cases,
Solutia believes that using this efficient method of claims
resolution will facilitate eventual plan distributions in their
bankruptcy cases.

Ms. Labovitz points out that resolution of the Contested Claims
will require complicated and specialized economic analysis, which
could be most efficiently handled by expert arbitrators with
experience in the energy industry.  Litigation of the Contested
Claims likely will require lengthy hearings.

Ms. Labovitz maintains that arbitration would relieve the Court
of potentially time-consuming litigation and allow the Court to
focus on the core issues in the Debtors' Chapter 11 cases.  
Likewise, Ms. Labovitz continues, arbitration will likely proceed
more quickly before arbitrators who are engaged solely to resolve
the Contested Claims and who are not subject to the demands of
other cases.

By letter to Calpine dated July 13, 2005, Solutia sought to
resolve the Contested Claims by invoking the Dispute Resolution
Procedures without burdening the Court with any litigation.  

However, Ms. Labovitz relates, Calpine refused to comply with
Solutia's demand under the Dispute Resolution Procedures,
asserting among other things that the Dispute Resolution
Procedures were subject to the automatic stay.  Calpine indicated
that it would not comply with the Dispute Resolution Procedures
absent a Court order.

Solutia believes that the meetings and mediation contemplated by
the Dispute Resolution Procedures will not be productive or
result in the consensual resolution of the Contested Claims.  
Solutia asserts that the claims would be most efficiently and
expeditiously resolved through immediate arbitration, rather than
requiring strict compliance with the Dispute Resolution
Procedures.

If the Court is not inclined to compel expedited arbitration of
the Contested Claims, Solutia alternatively asks the Court to
resolve the Contested Claims itself on an expedited based by
immediately scheduling a hearing with respect to Solutia's
objection to the claims and establishing a briefing and discovery
schedule for the parties in relation to that hearing.

Solutia believes that it would be unproductive and inefficient,
however, to engage in further meetings and mediation as required
under the Dispute Resolution Procedures given:

   -- the parties' extensive negotiations before Calpine filed
      its proofs of claim;

   -- Calpine's apparent delay tactics as evidenced by its prior
      refusal to comply with the Dispute Resolution Procedures;
      and

   -- the significant disparity between each party's damage
      calculations.

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


SOUTHWEST RECREATIONAL: Trustee Wants Morris as Special Counsel
---------------------------------------------------------------
Ronald L. Glass, the Chapter 11 Trustee appointed in Southwest
Recreational Industries, Inc., and its debtor-affiliates'
bankruptcy cases, asks the U.S. Bankruptcy Court for the Northern
District of Georgia for permission to employ Morris, Manning &
Martin, LLP, as his special counsel.

The Trustee wants Morris Manning to provide legal services to the
Trustee relating to the Trustee's disputes with Zurich American
Insurance Company.

Morris Manning will:

    (a) assist the Trustee in the Bankruptcy Rule 2004 document
        request and examination and client and Zurich document
        review and claims calculations;

    (b) research and analyze all issues surrounding Zurich's
        claim;

    (c) draft pleading relating to recovery of sums owed to the
        Debtor or in opposition to Zurich's claims;

    (d) assist the Trustee with any related matters in which the
        Trustee directs including allocation of claims or
        recoveries against Zurich; and

    (e) take any and all necessary actions on behalf of the
        Trustee relating to the representation of the Trustee in
        connection with the Zurich matter.

Frank W. DeBorde, Esq., partner at Morris Manning, tells the Court
that he will bill $375 an hour for his services.  Mr. DeBorde also
discloses that the Firm's other professionals involved in the
matter will bill:

    Professional              Designation         Hourly Rate
    ------------              -----------         -----------
    David W. Cranshaw, Esq.   Partner                 $375
    Daniel P. Sinaiko, Esq.   Associate               $285

Mr. DeBorde reminds the Court that the Firm has previously served
as counsel for the Official Committee of Unsecured Creditors in
the Debtors' chapter 11 cases.

Mr. DeBorde assures the Court that the Firm does not represent any
interest adverse to the Trustee or the Debtor.   

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running
tracks for schools, colleges, universities, and sport centers.  
The company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at
Alston & Bird, LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.  On Aug. 11, 2004, Ronald L. Glass was
appointed as Chapter 11 Trustee for the Debtors.  Henry F. Sewell,
Jr., Esq., and Gary W. Marsh, Esq., at McKenna Long & Aldridge LLP
represent the Chapter 11 Trustee.


STEWART ENTERPRISES: Financial Restatements May Trigger Default
---------------------------------------------------------------
Stewart Enterprises, Inc. (NASDAQ NMS:STEI) will be restating some
of its previously issued interim and annual financial statements
to:

   (1) reflect an increase in the number of its operating and
       reporting segments, which will result in the disclosure of
       additional information about its business, and

   (2) reflect a noncash goodwill impairment charge, a substantial
       portion of which the Company currently expects will be
       recorded as a cumulative effect of change in accounting
       principle in fiscal 2002.

           Change in Operating and Reporting Segments

The Company will increase its operating and reporting segments
from two, funeral and cemetery, to 11:

   * Central Division - Funeral and Cemetery;
   * Western Division - Funeral and Cemetery;
   * Eastern Division - Funeral and Cemetery;
   * Southern Division (Florida) - Funeral and Cemetery;
   * Corporate Trust Management; and
   * All Other - Funeral and Cemetery,

consisting of the Company's operations in Puerto Rico in 2004 and
2003 and the Company's operations in Puerto Rico, Spain, Portugal,
France, Canada and Argentina in 2002.  The Company sold its
operations in Spain, Portugal, France, Canada and Argentina in
2002.

                     Goodwill Impairment Charge

The revision of the Company's operating segments had the related
effect of requiring changes in the Company's reporting units for
the purpose of conducting goodwill impairment reviews under FASB
Statement No. 142, "Goodwill and Other Intangible Assets",
retroactive to the Company's November 1, 2001 adoption date of
SFAS 142.  The Company originally concluded that it had two
reporting units in its application of SFAS 142, but has now
determined that it has 13 reporting units, consisting of the 11
operating segments described above, except that the Western
Division will be divided into 4 reporting units:

   * Archdiocese of Los Angeles funeral operations,
   * Southern regional cemetery operations,
   * other cemetery operations, and
   * funeral operations.

As of Oct. 31, 2001, immediately prior to the adoption of SFAS
142, the Company had approximately $492.0 million of goodwill.
The Company did not record an impairment charge originally upon
the adoption of SFAS 142 on November 1, 2001.  The Company has not
completed its assessments of the revised reporting units, but
currently expects to record a goodwill impairment charge for
fiscal 2002 of approximately $200 million pre-tax (not likely to
exceed $240 million pre-tax), a substantial portion of which is
expected to be reflected as a cumulative effect of change in
accounting principle in fiscal 2002.  The Company currently
believes that the previously reported goodwill impairment charge
recorded in fiscal 2003 of $73 million ($66.9 million after tax)
will be significantly reduced and possibly eliminated.  The tax
effect of the 2002 goodwill impairment charge has not yet been
determined, but a significant portion of the goodwill impairment
charge is expected to be non-deductible for tax purposes.  All of
the goodwill impairment charges are noncash charges.  The
Company's independent auditors have not completed their review of
the goodwill impairment charges.

The Company is in the process of determining the impact of its
reassessment of goodwill impairment on the book basis of assets it
has sold as part of its previously announced plan to sell a number
of its businesses and the book basis of assets still held for
sale.  To the extent the Company's book basis in these properties
is adjusted as a result of goodwill impairment charges, the
Company's previously reported impairment charge reported in the
fourth quarter of fiscal year 2003 and subsequently reported gains
and losses on the sale of these properties could be adjusted.
These amounts have not yet been finalized.

                        SEC Reports

To reflect these changes, the Company plans to file an amended
Form 10-K for the fiscal year ended Oct. 31, 2004, then file its
Form 10-Q for the third quarter ended July 31, 2005, followed by
amendments to its Form 10-Qs for the first and second quarters of
fiscal 2005.  The financial statements included in those reports
will be restated for:

     (1) the fiscal years ended October 31, 2004, 2003 and 2002;

     (2) as of and for the three month periods ended January 31,
         2005 and 2004 and April 30, 2005 and 2004;

     (3) as of and for the six month periods ended April 30, 2005
         and 2004; and

     (4) as of and for the three and nine month periods ended
         July 31, 2004.

The quarterly results for fiscal 2003 and 2004 will also be
restated in the quarterly data footnote in the amended Form 10-K
for the year ended Oct. 31, 2004.  The Company has discussed these
matters with PricewaterhouseCoopers, LLP, the Company's
independent registered public accounting firm.

As previously announced, due to Hurricane Katrina, the Company was
not able to release its third quarter results as planned nor to
file its Form 10-Q for the quarter ended July 31, 2005 on its due
date of Sept. 9, 2005.  Because the disclosure to be contained in
the amended Form 10-K for the year ended Oct. 31, 2004, will
affect the disclosure to be contained in the Form 10-Q, the
Company plans to file the Form 10-K amendment prior to filing the
Form 10-Q for the quarter ended July 31, 2005.  The Company is
working diligently to file the Form 10-K amendment and the Form
10-Q as soon as possible, although the Company cannot predict the
timing of the filings due to the impact of Hurricane Katrina.

                      Material Weakness

In view of the financial statement restatements, the Company has
concluded that it had ineffective controls over the determination
of its operating and reporting segments and its reporting units
for assessing goodwill impairments, and, as a result, a material
weakness existed in its internal control over financial reporting.  

The Company plans to take a series of steps designed to improve
the control processes regarding the accounting requirements for
determining operating and reporting segments, reporting units and
goodwill impairment.  The Company will be revising its previously
issued disclosures regarding the Company's disclosure controls and
procedures for the impacted periods.

The Company is required to comply with Section 404 of the
Sarbanes-Oxley Act of 2002 for the first time with respect to its
fiscal year ending Oct. 31, 2005.  Accordingly, the Company has
been in the process of performing management's assessment and
evaluation of the design of the Company's internal control over
financial reporting and testing the operating effectiveness of
those controls.  As a result of Hurricane Katrina, delays may
occur in the Company's timetable for completion of the evaluation
and testing, the impact of which management is currently in the
process of assessing.  Furthermore, due to Hurricane Katrina's
impact on the corporate staff in New Orleans and the relocating of
those personnel to Dallas and Orlando, some processes and systems
may need to be changed and redesigned, which could further impact
the Company's Section 404 reporting schedule and the Company's
ability to remediate deficiencies and weaknesses identified prior
to its fiscal year end.  There can be no assurance that the
Company will be able to complete its Section 404 assessment by the
current deadline.

               Preliminary Third Quarter Results

Excluding any potential impact (which the Company does not expect
to be material) resulting from the gain or loss on third quarter
sales of assets whose basis may be adjusted because of the
restatement of the goodwill impairment charge, the Company expects
to report net earnings for the quarter ended July 31, 2005 of
$10.8 million.  The Company's results of operations for the three
months ended July 31, 2005, will be reported on the basis of the
previously announced change in its method of accounting for
selling costs incurred related to preneed funeral and cemetery
service and merchandise sales.  The Company's independent auditors
have not yet completed their review of the Company's third quarter
financial statements.

"We are very pleased with the operating results of our third
quarter," Kenneth C. Budde, Chief Executive Officer, said.  "We
experienced a 6 percent increase in cemetery property sales, a
2.3 percent increase in the number of same-store funeral services
performed, a 3.3 percent increase in average revenue per same-
store traditional funeral service and a 2.5 percent increase in
average revenue per same-store cremation service compared to the
third quarter of fiscal year 2004, all of which meet or exceed our
goals for this fiscal year."

Preneed funeral sales increased 11 percent and cemetery property
sales increased 6 percent for the third quarter of fiscal year
2005 compared to the third quarter of the prior year.  During the
first nine months of 2005, preneed funeral sales increased 9
percent, exceeding the Company's goal to increase preneed funeral
sales by 4 to 8 percent for fiscal year 2005.  Cemetery property
sales increased 5 percent for the nine month period, which is in
line with the Company's stated goal to increase cemetery property
sales by 4 to 8 percent for fiscal year 2005.

Revenues from continuing operations for the three months ended
July 31, 2005 increased to $130 million.  Gross profit from
continuing operations was $28.9 million for the three month period
ended July 31, 2005 compared to reported gross profit of
$31.3 million for the three month period ended July 31,2004;
however, the 2004 reported gross profit is based on the Company's
accounting for preneed selling costs in effect at that time.  If
the three months ended July 31, 2004 were adjusted to reflect the
Company's current accounting for preneed selling costs, gross
profit would have been $29.7 million compared to the $28.9 million
reported for the three months ended July 31, 2005, or a decrease
of $800,000.  The $800,000 decrease in gross profit is due
primarily to increased health insurance costs.

                           Liquidity

The Company said it does not currently expect to experience any
liquidity problems as a result of Hurricane Katrina.  The Company
has approximately $30-35 million of cash on hand and approximately
$68 million available on its revolving line of credit.

                         Waiver Talks

"The impacts of Hurricane Katrina, as well as the financial
restatements and the inability to timely file our third quarter
Form 10-Q may create defaults or events of default under our bank
credit facility, and the Company is continuing to assess these
matters," the Company said in its press release this week.

The Company's has initiated contact with its lead lenders under
the credit facility and expects to seek, and receive, waivers of
any defaults in the near future.  Additionally, the indenture
governing the Company's 6-1/4% senior notes due 2013 requires the
Company to furnish to the trustee the information required by Form
10-Q within the time periods required by the SEC's rules and
regulations, and an event of default would occur under the
indenture if the Company failed to provide that information within
30 days after receipt of written notice by the trustee or the
holders of at least 25% of the principal amount outstanding.

                      Quarterly Dividend

The Board of Directors for the Company has declared a quarterly
cash dividend of $.025 per share on its Class A and Class B Common
Stock.  The dividend is payable on Oct. 18, 2005, to holder of
record of Class A and Class B Common Stock as of Oct. 4, 2005.

Founded in 1910, Stewart Enterprises is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 231 funeral homes and 144
cemeteries. Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.


TELECOM ARGENTINA: Section 304 Petition Summary
-----------------------------------------------
Cherry
Petitioner: Board of Directors of Telecom Argentina S.A.
            Foreign Representative

Debtor: Telecom Argentina S.A.
        Alicia Moreau de Justo 50
        Buenos Aires, Argentina
        c/o Davis Polk & Wardwell
        450 Lexington Avenue
        New York, New York 10017

Case No.: 05-17811

Type of Business: Telecom Argentina S.A. provides public
                  telecommunications services in Argentina, in
                  particular, fixed-line local, national and
                  international long distance services, data
                  transmission and access to Internet service.
                  It also provides mobile telecommunications
                  services in Argentina and Paraguay through its
                  subsidiaries.  

                  Telecom Argentina obtained confirmation from the
                  Argentine Court of an Acuerdo Preventivo
                  Extrajudicial -- an out-of-court agreement
                  between Telecom Argentina and its financial
                  creditors.  The Agreement restructured its
                  outstanding unsecured financial debt composed of
                  loans and medium-term notes.  Under the APE,
                  Telecom Argentina paid the Old Notes and
                  substantially all of the Old Debt was
                  extinguished on Aug. 31, 2005.
  
                  U.S. Bank N.A. as the Indenture Trustee for the
                  Old Notes refused to cancel those Notes held by
                  creditors, including The Argo Fund Limited that
                  holds US$30 million.  They did not consent to
                  the cancellation of the Old Debt.

                  This ancillary proceeding is filed because
                  Argentina Telecom is concerned that Argo will
                  attempt to exhort a greater recovery on its Old
                  Notes than was recovered by the other creditors.

Section 304 Petition Date: September 13, 2005

U.S. Bankruptcy Court: Southern District of New York (Manhattan)

Argentine Court: The National Commercial Court No. 19,
                 Secretary No. 38

U.S. Judge: Burton R. Lifland

Petitioner's Counsel: Willow D. Crystal, Esq.
                      Karen E. Wagner, Esq.
                      Trisha Lawson, Esq.
                      Davis Polk & Wardwell
                      450 Lexington Avenue
                      New York, New York 10017
                      Tel: (212) 450-4021
                      Fax: (212) 450-3021


TELEGLOBE COMMS: Wants FLAG Settlement Agreement Approved
---------------------------------------------------------
Teleglobe Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
the Settlement Agreement under Section 105 and 36 of the U.S.
Bankruptcy Code among:

   -- the Teleglobe Debtors,
   -- FLAG Telecom Group Limited,
   -- FLAG Limited,
   -- FLAG Pacific USA Limited,
   -- FLAG Telecom Group Services,
   -- FLAG Telecom USA Ltd.,
   -- FLAG Asia Limited,
   -- FLAG Atlantic Holdings Limited,
   -- FLAG Atlantic Limited, and
   -- FLAG Atlantic USA Limited.

Before the start of the bankruptcy cases, the Teleglobe entities
and FLAG entities were parties to three agreements:

   (a) the Indefeasible Right of Use Agreement, dated
       Oct. 8, 1999,

   (b) the Amendment No. 1 to the IRU Agreement, Purchaser
       Capacity Upgrade, dated May 1, 2001, and

   (c) the Collocation and Maintenance Agreement, dated
       Oct. 8, 1999.

Teleglobe filed two proofs of claims against the FLAG entities to
preserve its prepetition claims against the FLAG entities for
damages arising from an alleged breach of the Agreements.

The FLAG entities want to disallow and expunge the Teleglobe
proofs of claims.  These still remain contested by the parties and
are still pending before the New York Bankruptcy Court.

The FLAG entities filed proofs of claim against the Teleglobe
debtors asserting that Teleglobe owed:

   -- $29 million under the IRU Agreement and Amendment;

   -- $641,000 under the CMA; and

   -- another $1.5 million under the IRU Agreement and Amendment
      and CMA.

Teleglobe objected to the FLAG entities proofs of claims and filed
an Adversary Proceeding (Avoidance Action Case No. 04-53765) for
alleged preferences and fraudulent transfers.  These still remain
contested by the parties and are still pending before the Delaware
Bankruptcy Court.

                      Settlement Agreement

The terms of the Settlement Agreement provide that:

   (a) Teleglobe will pay $950,000 to the FLAG entities as a final
       settlement of all claims asserted;

   (b) Teleglobe and the FLAG entities will execute a stipulation
       of dismissal of the Avoidance Action to be filed with the
       Delaware Bankruptcy Court;

   (c) the FLAG proofs of claims in Teleglobe's bankruptcy cases
       and Teleglobe's proofs of claims in the FLAG's bankruptcy
       cases are deemed withdrawn with prejudice;

   (d) the FLAG entities will assist the Teleglobe Debtors to
       recover any equipment that is currently in the possession
       of or under control of any of the FLAG entities.  For
       purposes of the Settlement, the IRU is deemed owned by the
       FLAG entities;

   (e) Teleglobe and the FLAG entities provide mutual releases for
       any and all obligations, claims and demands in their
       bankruptcy cases; and

   (f) the Settlement Agreement is subject to the approval of both
       the New York Bankruptcy Court and the Delaware Bankruptcy
       Court.

The Delaware Bankruptcy Court will convene a hearing at 11:30 a.m.
on Sept. 19, 2005.

Headquartered in Dover, Delaware, FLAG Telecom Group Limited --
http://www.flagtelecom.com/-- a leading, carrier-neutral provider  
of international network transport, connectivity and data services
to the wholesale communications & Internet communities.  FLAG owns
and manages an international backbone that underpins the networks
of the world's major carriers, and a low latency global MPLS based
IP network that connects most of the world's principal
international Internet exchanges.   FLAG and its debtor-affiliates
filed for chapter 11 protection on April 23, 2002 (Bankr. S.D.N.Y.
Case No. 02-11735).  On Sept. 26, 2002, the Bankruptcy Court
confirmed FLAG's Third Amended and Restated Joint Plan of
Reorganization and that Plan became effective on Oct. 9, 2002.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/en/-- is a wholly owned  
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.  
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed
Teleglobe's Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.


TORCH OFFSHORE: Wants to Walk Away from Pipeline Installation Pact
------------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for
permission to reject a Pipeline Installation Agreement with Energy
Partners, Ltd.

As previously reported in the Troubled Company Reporter yesterday,
the parties entered into a Pipeline Installation Agreement dated
October 18, 2004, as amended by Change Order No. 1, dated Dec. 17,
2004.

Pursuant to the settlement agreement reported yesterday, Energy
Partners has agreed that it will waive any and all claims for pre
or postpetition rejection damages and any postpetition
administrative expenses claims arising out of or related to the
Pipeline Installation Agreement.

The settlement also provides that Energy Partners will have no
further obligation to make additional payments pursuant to the
said Agreement.  The Debtors will have no further claims against
Energy Partners.

The Debtors believe their decision to reject the agreement is an
appropriate exercise of their business judgment.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides  
integrated pipeline installation, sub-sea construction and support  
services to the offshore oil and gas industry, primarily in the  
Gulf of Mexico.  The Company and its debtor-affiliates filed for  
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on  
Jan. 7, 2005.  When the Debtors filed for protection from their  
creditors, they listed $201,692,648 in total assets and  
$145,355,898 in total debts.


TRADEWELL INC: Trustee Has $3 Mil. Bid for 733 Park Ave. Co-Op
--------------------------------------------------------------
Subject to higher and better offers, Gregory Messer, Esq., the
Chapter 7 Trustee overseeing the liquidation of Tradewell, Inc.,
is prepared to sell all of William and Grace Steinberg's right,
title and interest in and to a second-floor co-operative apartment
located at 733 Park Avenue in Manhattan (between E. 70th and 71st
Streets) to Mark and Elizabeth Meyers for $3,000,000 in cash.  Mr.
and Mrs. Meyers will also pay the 3% flip tax imposed by the City.  

The Trustee will hold an auction at 11:00 a.m. on Sept. 22, 2005,
at the U.S. Bankruptcy Court in Manhattan.  Competing bids, if
any, must be for no less than $3,100,000 plus the 3% flip tax.  In
the event an auction is required to flush out the highest and best
bid, bidding will proceed in $25,000 increments.  No due diligence
contingencies will be permitted; the apartment is being sold on an
as is, where is basis; and the purchaser is subject to approval by
the co-operative board.

Objections to the sale, if any, must be filed by 10:00 a.m. on
Sept. 19, 2005, and served on:

     The Chapter 7 Trustee:

        Gregory Messer, Esq.
        395 Pearl Street
        Brooklyn, NY 11201

     Counsel to the Chapter 7 Trustee:

        Joseph S. Maniscalco, Esq.
        LaMonica Herbst & Maniscalco, LLP
        3305 Jerusalem Avenue
        Wantagh, NY 11793
        Telephone (516) 826-6500

     and other parties-in-interest:

        Neil Underberg, Esq.
        Winston & Strawn, LLP
        200 Park Avenue, 27th Floor
        New York, NY 10166

        Marshall Beinstock
        36-35 Bell Blvd.
        P.O. Box 610700
        Bayside, NY 11361-0700

        Office of the United States Trustee
        33 Whitehall Street
        New York, NY 10004

The Chapter 7 Trustee will ask Judge Beatty to resolve any  
objections to the sale and ratify the sale to the highest and
best bidder at a hearing at 2:30 p.m. on Sept. 22, 2005.  

Tradewell, Inc., is liquidating under chapter 7 (Bankr. S.D.N.Y.
Case No. 01-16568).  The Chapter 7 Trustee is auctioning and
selling the co-op apartment to enforce a judgment he obtained
against Mr. and Mrs. Steinberg in Adv. Pro. No. 03-93846.


TUBE CITY: Moody's Assigns Corporate Family Rating at B2
--------------------------------------------------------
Moody's Investors Service lowered its corporate family rating for
Mill Services Corporation to B2 from B1 and assigned a B2
corporate family rating to Tube City IMS Corporation (TCIMS).

Moody's also assigned B1 ratings to the new secured credit
facilities being arranged for two of TCIMS's primary subsidiaries,
Tube City, LLC and International Mill Service, Inc. ("the co-
borrowers").  

These actions derive from the process of analyzing proposed
security offerings of Tube City IMS Ltd. (TCIMS Ltd.), a Canadian
company set up to do an initial public offering of Income
Participating Securities, which will consist of:

   1) C$115 million (approx. US$98 million) of subordinated notes
      issued by Tube City IMS ULC, a newly-formed Nova Scotia-
      domiciled unlimited liability company; and

   2) C$106 million (approx. US$90 million) of common shares
      issued by TCIMS Ltd. TCIMS Ltd. will own 100% of TCIMS, a US
      holding company that owns Tube City, LLC and International
      Mill Service, Inc.

Moody's downgrade of the predecessor company's corporate family
rating is related to the IPS transaction, which will earmark a
considerable portion of TCIMS's cash flow for payment of interest
and dividends on the IPS's common shares.  These sizable
distributions limit meaningful debt reduction and may, if cash
flow is irregular or declines, require additional debt in order to
meet target distributions.  The rating outlook for TCIMS is
stable.  Moody's assigned several new ratings in connection with
this restructuring and, at the conclusion of the proposed
financing, will withdraw ratings previously assigned to Mill
Services.

These new ratings were assigned:

  Tube City IMS Corporation:

    * B2 corporate family rating

  Tube City, LLC and International Mill Service, Inc.:

    * B1 for the $250 million senior secured credit facilities
      comprised of a $75 million, 5-year revolving credit facility
      and a $175 million, 5-year term loan.

Co-borrowers under the facility are Tube City, LLC and
International Mill Service, Inc.  TCIMS and each of its
subsidiaries guarantee the credit facilities.

These ratings will be withdrawn at the conclusion of this
transaction.

  Tube City, LLC and International Mill Service, Inc.:

   1) B1 for the $265 million 6-year term loan secured by a first
      priority lien in all the assets of the company;

   2) B1 for the $45 million 5-year revolving credit facility,
      which is also secured by a first lien in all assets;

   3) B3 for the $50 million 7-year term loan secured by a second
      priority lien in the collateral securing the first lien
      facilities.

Moody's original ratings for Mill Services were published on
December 3, 2004, and its credit fundamentals are generally
unchanged since then.  Therefore, this release will focus on the
IPS-related risks behind Moody's one-notch downgrade (for general
information on the mechanics and credit issues of IPS-like
structures see Moody's Special Comment entitled Income Security
Recapitalizations in North America (July 2004)).  By design, TCIMS
Ltd. intends to pay out a very high proportion of operating cash
flow to debt and equity holders.  Management is motivated to
maintain and increase common share dividends in order to support
or increase the price of the IPS units.

Debt under TCIMS's new capital structure will be about $312
million, making pro forma debt to LTM EBITDA about 3.3x.  The new
capital structure also increases interest by approximately $10
million per year over the previous structure, dropping
EBITDA/interest to 3.1x from 4.5x.  The IPS structure makes debt
retirement unlikely and dividends may gradually deplete equity,
therefore increasing refinancing risk.  In fact, debt may rise
simply to meet capital investment needs, or legitimate capital
investments may be foregone in order to maintain the
distributions.  Based on initial targeted distributions and the
company's own cash flow forecast, including forecasted growth
capex, TCIMS will have to borrow from its new credit facility to
meet its cash needs.

While the IPS structure provides for a number of checks and
balances to ensure that distributions remain in-line with cash
flow, such as the deferral of common dividends and mandatory
prepayment of the senior secured credit facilities, these may be
too weak or triggered too late to allow the company to recover
from a prolonged decline in cash flow.  Also, TCIMS has little
flexibility to reduce maintenance capex, which the company
estimates to be $21 million per year, since many of these
expenditures are for relatively short-lived assets.  

In total, identified cash uses are expected to be about $90
million annually -- this includes estimated maintenance capex of
$21 million, pro forma interest of $31 million, and targeted
common share dividends of $38 million -- whereas pro forma EBITDA
for the twelve months ended June 30, 2005, was $96 million.  Capex
associated with new business also requires funding.  In addition,
working capital needs can at times be another use of cash.

Also, Moody's notes that there is some uncertainty regarding the
tax deductibility of interest paid on intercompany securities.
Finally, TCIMS conducts nearly all of its operations in US dollars
and the IPS securities will be denominated in Canadian dollars,
creating a currency mismatch.  To mitigate this concern, the
company plans to arrange exchange rate protection for five years.

Looking at TCIMS's business and operating risks, Moody's ratings
are constrained by its dependence on sales to customers in the
highly cyclical steel industry, predominantly in the US.  This
makes the company vulnerable to the loss or bankruptcy of a large
customer, shifts in outsourcing trends, or a general downturn in
the steel industry (its revenues are generally not tied to steel
prices, however).  

Recently, in response to a build-up of steel inventories, several
US steel companies, including some of TCIMS's customers, have
either taken maintenance outages or reduced production at their
facilities.  These actions will lower TCIMS's revenues and income.
TCIMS's customer concentration is high, which is not surprising
given increased concentration in the US steel industry.  One steel
company accounts for approximately 30% of pro forma net sales and
the top five account for roughly 62% of sales.

While appreciative of Mill Services' market position, Moody's
believes that material organic growth may be difficult to achieve.
Furthermore, since the winning of new business may require upfront
capital investment and locks the company into multi-year
contracts, management must exercise great care when bidding on new
business in order to ensure that long-term value is created.
Lastly, Mill Services' few tangible assets and the specialized
nature of its fixed assets lessens the likelihood of full creditor
recovery should cash flow significantly diminish and the company
experience a payment default.

TCIMS's ratings are supported by the company's role as an
entrenched provider of mill services at over 60 North American and
Eastern European steel plants and its favorable track record of
retaining customers and expanding services and revenues at a broad
cross section of mills.  The company often provides different
services at the same mills, which represent a balanced mix of
integrated and minimill steel plants.  The company's business has
been quite stable, making it a reasonably good candidate for
issuing IPSs.

Stability has been enhanced by TCIMS's long-standing customer
relationships, good reputation, and long-term contracts.  Moody's
believes that steel mills will continue to outsource non-core
services such as material handling, scrap management, metal
recovery and slag processing.  While the majority of TCIMS's sales
are linked to its customers' production levels and are, therefore,
cyclical, IMS has introduced fee structures that are independent
of production levels.

TCIMS's stable outlook is supported by its diverse customer base,
long-term contracts with a current duration of around seven years,
and Moody's stable outlook for the steel industry.  There is
little likelihood of TCIMS being upgraded given its high level of
cash distribution and high level of permanent debt.  TCIMS's
ratings could be pressured by:

   * a slowdown of US steel production;

   * the loss or bankruptcy of any large customers;

   * erosion of credit metrics;

   * an unwillingness to reduce dividends and debt in the midst of
     poorer performance;

   * failure to maintain adequate currency exchange rate
     protection; and

   * adverse developments related to the IPS structure, such as
     the tax deductibility of IPS interest payments.

Moody's B1 rating for the secured credit facilities reflects the
value of the collateral securing the facilities.  Credit facility
lenders will have a perfected security interest in all tangible
and intangible assets of the co-borrowers and guarantors and a
pledge of the capital stock of the co-borrowers and each of their
subsidiaries.  If the revolver were fully drawn, credit facility
borrowings would be $250 million, which is about 2.5x LTM EBITDA,
and senior secured debt would represent two-thirds of total
consolidated debt.

At June 30, 2005, the book value of the company's consolidated
tangible assets less cash was $312 million.  Its intangible
assets, primarily customer related intangibles, were $110 million,
and goodwill was another $181 million.  While other creditors may
have little realizable value to rely on in a distressed situation,
the credit facility lenders should be reasonably well-protected by
the collateral package and guarantees.

Tube City IMS Ltd., headquartered in Glassport, Pennsylvania, is a
leading North American provider of on-site steel mill services
such as:

   * material handling,
   * scrap management,
   * metal recovery, and
   * slag processing.


TUBE CITY: S&P Assigns B Corporate Credit Rating; Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on International Mill Service Inc. on CreditWatch
with negative implications.
     
At the same time, Standard & Poor's assigned its 'B' corporate
credit rating and stable outlook to International Mill Service's
parent, Tube City IMS Corp.  In addition, based on preliminary
terms and conditions, Standard & Poor's assigned its 'B+' rating
and recovery rating of '1' on Tube City's proposed $250 million
senior secured credit facility.  The '1' recovery rating indicates
the likelihood of full recover of principal in the event of a
payment default.
     
Proceeds from the proposed credit facility and simultaneous
issuance of approximately $188 million of income-participating
securities (consisting of approximately $90 million of equity and
$98 million of subordinated notes) and approximately $28 million
of other subordinated notes will be used to refinance existing
debt, pre-fund liabilities, and pay a $23 million dividend.
     
"The CreditWatch placement of International Mill Service reflects
a much more aggressive financial policy than had been expected,"
said Standard & Poor's credit analyst Paul Vastola.  "Previously,
IMS had not paid a dividend; however, as a result of the proposed
capital structure with income-participating securities, the
company plans to distribute almost all of its free cash flow to
equity holders.  Indeed, holders of income-participating
securities expect to receive a steady high yield on their
investment.  This expectation reduces the likelihood that the
company will cut the dividend and, as a result, limits the
company's ability to withstand potential operating challenges and
reduces the likelihood for future deleveraging."
     
Upon completion of the proposed transaction, the corporate credit
rating on International Mill Service will be withdrawn, along with
the ratings on its existing $320 million first-lien credit
facility and $50 million second-lien term loan.
     
The credit facility consists of a $75 million first-lien revolving
credit facility due 2010 and a $175 million first-lien term loan
due 2010.  International Mill Service Inc. and unrated Tube City
LLC, a subsidiary of Tube City IMS Corp., will be the borrowers,
and lenders will have essentially all the assets of the borrowers
as collateral.  The parent company, Tube City IMS Corp., a holding
company, and unrated Tube City IMS ULC, a non-operating subsidiary
and issuer of the income participating securities, will provide
guarantees.


TYCO INT'L: Will Book $280 Million Charge for Patent Infringement
-----------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC; BSX: TYC) will incur a pre-tax
charge of approximately $280 million in the fourth quarter of 2005
as a result of the United States Court of Appeals for the Federal
Circuit's affirmation of a lower court decision that certain pulse
oximetry monitoring devices sold by Tyco's Nellcor unit infringe
three patents.

Oximetry sensors, rather than monitoring devices, represent the
bulk of Nellcor's oximetry sales.  Relevant sales of Nellcor's
pulse oximetry monitoring devices-products that use pulse oximetry
sensors to determine the oxygen level in patients' blood-totaled
approximately $41 million in 2004.   As a result of the court's
ruling, Nellcor expects to discontinue its sale of certain pulse
oximetry devices in the near term.  Use of monitors previously
provided to customers will not be impacted.  This decision in no
way affects Nellcor's ability to provide a full range of pulse
oximetry sensors to the marketplace-or its ability to support
customers.

Nellcor will launch a new line of pulse oximetry monitors and
oximetry circuit boards shortly.  These products will be sold as
part of Nellcor's OxiMax pulse oximetry system and will utilize a
unique signal processing engine.

The charge for this special item is expected to cover damages of
$165 million awarded in an August 2004 court decision for product
sales between July 2001 and May 2004, as well as additional
interest and estimated damages for product sales through the end
of the current fiscal year.

                       Earnings Expectation

The company continues to expect earnings per share (EPS) from
continuing operations excluding special items of $0.45 to $0.47
for the fourth quarter of 2005 and $1.85 to $1.87 for the full
year.  The company continues to expect full-year cash from
operating activities of $6.0 to $6.4 billion and free cash flow of
$4.2 to $4.6 billion.  With respect to fiscal year 2006, the
company expects EPS before special items to increase by
approximately 10 percent over full-year 2005 results.  The company
further expects that 2006 free cash flow will exceed net income
excluding special items.  EPS from continuing operations excluding
special items and Free Cash Flow are non-GAAP financial measures
and are described below.

A part of Tyco Healthcare's Mallinckrodt business, Nellcor is the
world's foremost supplier of pulse oximetry and airway management
products.  

Tyco International Ltd. -- http://www.tyco.com/-- is a global,  
diversified company that provides vital products and services to
customers in five business segments: Fire & Security, Electronics,
Healthcare, Engineered Products & Services, and Plastics &
Adhesives.  With 2004 revenue of $40 billion, Tyco employs
approximately 250,000 people worldwide.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service has placed the long-term and short-term
debt ratings of Tyco International Group S.A. (TIGSA), the
principle debt issuer for Tyco International Ltd. and its
consolidated subsidiaries under review for possible upgrade,
acknowledging the company's continued strong cash generation and
accelerated debt reduction initiatives.

Ratings under review for possible upgrade:

Tyco International Group S.A.:

   * Baa3 for senior notes and debentures;

   * shelf registration ratings of (P)Baa3 for senior debt
     securities;

   * (P)Ba1 for subordinated debt securities; and

   * Baa3 senior unsecured debt rating for the $2.5 billion senior
     unsecured bank revolving credit agreements and Prime-3 for
     the short-term debt rating.

These debt obligations and shelf registration are guaranteed by
Tyco International Ltd.

Tyco International Ltd.:

   * Shelf registration ratings of (P)Ba1 for senior debt
     securities;

   * (P)Ba2 for subordinated debt securities; and

   * (P)Ba3 for preferred stock.

Debt securities issued at the Bermuda holding company would be
structurally subordinate to debt securities raised at the TIGSA
level.

Tyco International (US) Inc.:

   * Baa2 for senior unsecured notes and debentures


UNITED RENTALS: Appoints Martin E. Welch as Interim CFO
-------------------------------------------------------
United Rentals, Inc. (NYSE:URI) has appointed Martin E. Welch as
interim chief financial officer, effective immediately.  Mr. Welch
has spent more than three decades in financial management for
public and private companies.  His reputation is that of an
accomplished leader capable of establishing strong finance
organizations and effective financial controls.

Wayland Hicks, chief executive officer, said, "The appointment of
Marty Welch as interim CFO provides our company with strong
financial leadership.  He will play a crucial role in our
organization as we continue to work expeditiously to complete our
financial statements for 2004 and the first half of 2005.  His
proven track record as an effective executive with extensive
financial experience will allow him to contribute immediately."

Welch will serve in this interim capacity while the company
proceeds to fill the position left vacant by the termination of
president and chief financial officer John N. Milne in August.

Welch most recently served as director and business advisor to the
private equity firm, York Management Services.  Mr. Welch joined
Kmart Corporation as chief financial officer in 1995 and served in
that capacity until 2001.  During that time, he was instrumental
in restructuring the company's balance sheet and strengthening all
aspects of the financial operations, including the successful
redeployment of financial resources in support of company goals.

Mr. Welch served as chief financial officer for Federal-Mogul
Corporation from 1991 until 1995.  He held various finance
positions at Chrysler Corporation from 1982 to 1991, including
chief financial officer for Chrysler Canada.

Mr. Welch began his career in 1970 at Arthur Young (now Ernst &
Young), and is a certified public accountant.  He currently serves
on the boards of York portfolio companies Northern Group Retail
Ltd. and Popular Club Plan.  He holds a Bachelor of Science degree
in accounting and a Masters of Business Administration in finance,
both from the University of Detroit Mercy.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the    
largest equipment rental company in the world, with an integrated  
network of more than 730 rental locations in 48 states, 10  
Canadian provinces and Mexico.  The company's 13,200 employees  
serve construction and industrial customers, utilities,  
municipalities, homeowners and others.  The company offers for  
rent over 600 different types of equipment with a total original  
cost of $3.9 billion.  United Rentals is a member of the Standard    
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is  
headquartered in Greenwich, Connecticut.     

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service lowered the long-term ratings of United
Rental (North America) Inc. and its related entities -- Corporate
Family Rating (previously called Senior Implied) to B2 from B1;
Senior Unsecured to B3 from B2; Senior Subordinate to Caa1 from
B3; and Quarterly Income Preferred Securities (QUIPS) to Caa2 from
Caa1.  The ratings remain under review for possible further
downgrade.  The company's Speculative Grade Liquidity Rating is
affirmed at SGL-3.


UNITED RENTALS: Improves Consent Solicitation on Notes & QUIPs
--------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) has reached an agreement in
principle with:

   -- the steering committee of an ad hoc committee representing
      holders of the company's:

      * 6-1/2% Senior Notes due 2012,
      * 7-3/4% Senior Subordinated Notes due 2013, and
      * 7% Senior Subordinated Notes due 2014; and

   -- the representatives of an ad hoc group representing holders
      of the company's 1 7/8% Convertible Senior Subordinated
      Notes due 2023

on improved terms to the consent solicitations relating to the
company's outstanding notes and QUIPs securities.

The company has been advised that the ad hoc committee
representing the Nonconvertible Noteholders consists of
approximately 60 financial institutions that collectively hold an
aggregate of more than $1.4 billion of the three issues of the
Nonconvertible Notes and more than 50% of the principal amount of
each issue of the Nonconvertible Notes.  In addition, the
representatives of the ad hoc group of Convertible Noteholders
have advised the company that the members of their group
collectively own more than 50% of the outstanding principal amount
of the Convertible Notes.  As previously disclosed, the proposed
amendments would, among other things, allow the company up until
March 31, 2006, to regain compliance with the requirement to make
timely SEC filings.

Based on the understanding with the representatives of the various
bondholder groups, the company is improving the terms of its offer
to holders, as follows:

   -- for the company's 6 1/2% Senior Notes due 2012, 7 3/4%
      Senior Subordinated Notes due 2013 and 7% Senior
      Subordinated Notes due 2014, the company will pay a consent
      fee of $16.25 per $1,000 principal amount of notes for which
      consent is provided;

   -- for the QUIPs securities, the company will pay a comparable
      consent fee of $0.8125 per $50 of liquidation preference of
      such securities for which consent is provided; and

   -- for the company's 1 7/8% Convertible Senior Subordinated
      Notes due 2023, the conversion rate of the Convertible Notes
      will be increased from 38.9520 to 44.9438 shares of United
      Rentals' common stock for each $1,000 principal amount of
      Convertible Notes.

The company will also provide certain items of unaudited interim
operating financial information on a monthly and quarterly basis
during the term of the waiver, including revenues, capital
expenditures, cash flow from operations, liquidity, and
outstanding debt.

Approval of the proposed amendments and waiver will require the
consent of holders of not less than a majority of the principal
amount of each issue of the company's outstanding Nonconvertible
Notes, Convertible Notes and QUIPs securities.

Wayland Hicks, chief executive officer said, "We are pleased to
have reached this understanding with representatives of the
various bondholder groups.  We continue to focus on resolving
expeditiously issues associated with the SEC inquiry and driving
strong operating performance."

The company is extending the expiration date for the
consent solicitations to 5:00 p.m., New York City time, on
Monday, September 19, 2005.

Credit Suisse First Boston is the Solicitation Agent for the
solicitation, and MacKenzie Partners is the Information Agent.

Copies of the Consent Solicitation Statements, Consent Forms and
related documents may be obtained at no charge by contacting the
Information Agent by telephone at (800) 322-2885 (toll free) or
(212) 929-5500 (call collect), or in writing at 105 Madison
Avenue, New York, NY 10016.

Questions regarding the solicitation may be directed to: Credit
Suisse First Boston, Eleven Madison Avenue, New York, NY, 10010,
U.S. Toll Free: (800) 820-1653, Call Collect: (212) 325-7596,
Attn: Liability Management Group.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the    
largest equipment rental company in the world, with an integrated  
network of more than 730 rental locations in 48 states, 10  
Canadian provinces and Mexico.  The company's 13,200 employees  
serve construction and industrial customers, utilities,  
municipalities, homeowners and others.  The company offers for  
rent over 600 different types of equipment with a total original  
cost of $3.9 billion.  United Rentals is a member of the Standard    
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is  
headquartered in Greenwich, Connecticut.     

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service lowered the long-term ratings of United
Rental (North America) Inc. and its related entities -- Corporate
Family Rating (previously called Senior Implied) to B2 from B1;
Senior Unsecured to B3 from B2; Senior Subordinate to Caa1 from
B3; and Quarterly Income Preferred Securities (QUIPS) to Caa2 from
Caa1.  The ratings remain under review for possible further
downgrade.  The company's Speculative Grade Liquidity Rating is
affirmed at SGL-3.


UNITED RENTALS: Bondholders Agree to Improved Solicitation Terms
----------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) reached an agreement in principle
with the steering committee of:

   -- an ad hoc committee representing holders of the company's:

       * 6-1/2% Senior Notes due 2012;
       * 7-3/4% Senior Subordinated Notes due 2013; and
       * 7% Senior Subordinated Notes due 2014; and

   -- representatives of an ad hoc group representing holders of
      the company's 1-7/8% Convertible Senior Subordinated Notes
      due 2023,

on improved terms to the consent solicitations relating to the
company's outstanding notes and QUIPs securities.

The company has been advised that the ad hoc committee
representing the Nonconvertible Noteholders consists of
approximately 60 financial institutions that collectively hold an
aggregate of more than $1.4 billion of the three issues of the
Nonconvertible Notes and more than 50% of the principal amount of
each issue of the Nonconvertible Notes.  In addition, the
representatives of the ad hoc group of Convertible Noteholders
have advised the company that the members of their group
collectively own more than 50% of the outstanding principal amount
of the Convertible Notes.  As previously disclosed, the proposed
amendments would, among other things, allow the company up until
March 31, 2006, to regain compliance with the requirement to make
timely SEC filings.

Based on the understanding with the representatives of the various
bondholder groups, the company is improving the terms of its offer
to holders:

   -- for the company's 6-1/2% Senior Notes due 2012, 7-3/4%
      Senior Subordinated Notes due 2013 and 7% Senior
      Subordinated Notes due 2014, the company will pay a consent
      fee of $16.25 per $1,000 principal amount of notes for which
      consent is provided;

   -- for the QUIPs securities, the company will pay a comparable
      consent fee of $0.8125 per $50 of liquidation preference of
      such securities for which consent is provided; and

   -- for the company's 1-7/8% Convertible Senior Subordinated
      Notes due 2023, the conversion rate of the Convertible Notes
      will be increased from 38.9520 to 44.9438 shares of United
      Rentals' common stock for each $1,000 principal amount of
      Convertible Notes.

The company will also provide certain items of unaudited interim
operating financial information on a monthly and quarterly basis
during the term of the waiver, including revenues, capital
expenditures, cash flow from operations, liquidity, and
outstanding debt.

Approval of the proposed amendments and waiver will require the
consent of holders of not less than a majority of the principal
amount of each issue of the company's outstanding Nonconvertible
Notes, Convertible Notes and QUIPs securities.

"We are pleased to have reached this understanding with
representatives of the various bondholder groups," Wayland Hicks,
chief executive officer said.  "We continue to focus on resolving
expeditiously issues associated with the SEC inquiry and driving
strong operating performance."

The company is extending the expiration date for the consent
solicitations to 5:00 p.m., New York City time, on Monday,
Sept. 19, 2005.

Credit Suisse First Boston is the Solicitation Agent for the
solicitation, and MacKenzie Partners is the Information Agent.  
Copies of the Consent Solicitation Statements, Consent Forms and
related documents may be obtained at no charge by contacting the
Information Agent by telephone at (800) 322-2885 (toll free) or
(212) 929-5500 (call collect), or in writing at 105 Madison
Avenue, New York, NY 10016.  Questions regarding the solicitation
may be directed to: Credit Suisse First Boston, Eleven Madison
Avenue, New York, NY, 10010, U.S. Toll Free: (800) 820-1653, Call
Collect: (212) 325-7596, Attn: Liability Management Group.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the  
largest equipment rental company in the world, with an integrated
network of more than 730 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 13,200 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.9 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Conn.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2005,
Moody's Investors Service lowered the long-term ratings of
United Rentals (North America) Inc. and its related entities --
Corporate Family Rating (previously called Senior Implied) to B2
from B1; Senior Unsecured to B3 from B2; Senior Subordinate to
Caa1 from B3; and Quarterly Income Preferred Securities (QUIPS)
to Caa2 from Caa1.  The ratings remain under review for possible
further downgrade.  The company's Speculative Grade Liquidity
Rating is affirmed at SGL-3.


US AIRWAYS: Asks Court to Okay Sale/Leaseback Deal with Fortress
----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia for
permission to implement a sale and simultaneous leaseback of five
Aircraft with Fortress Investment Group LLC.

The Aircraft consist of five Airbus 330-300s, bearing
manufacturer's serial numbers 333, 337, 342, 370, and 375, each
equipped with two Pratt & Whitney 4168 engines.

According to Brian P. Leitch, Esq., at Arnold & Porter, in
Denver, Colorado, Fortress will utilize one or more U.S. trust or
other entities to consummate the Transaction.  The Transaction
includes the payment of liquidated damages and payment of
transaction costs, including an immediate expense advance.

Specifically, the Debtors will sell the Aircraft to Fortress
pursuant to these terms:

      Buyer/Lessor: One or more U.S. trusts or other entities
                    selected by Fortress.

     Seller/Lessee: USAI

        Guarantors: Each parent of USAI, including US Airways
                    Group, Inc., and their successors under the
                    Plan of Reorganization.

             Lease: A triple net leaseback.

    Purchase Date/
Rent Commencement
              Date: After the Plan Confirmation Date but prior to
                    the Effective Date.

    Purchase Price: An aggregate of $273,000,000 or $54,600,000
                    per Aircraft, payable in two installments for
                    each Aircraft:

                    (1) $49,600,000, less first month's rent and
                        the portion of fees, costs and expenses
                        related to the Transaction and payable by
                        the Debtors; and

                    (2) $5,000,000, less any Offset Amount.

       Lease Term/
      Renewal Term: An average of 84 months, plus the Debtors
                    will have a one-time option to extend the
                    Lease for each Aircraft for six to 24 months.

Transaction Costs: USAI will pay all costs and expenses related
                    to the Transaction, including Fortress' legal
                    fees and expenses, subject to a $300,000 cap.
                    Fortress will pay all costs of any Funding or
                    Syndication.  Upon USAI's acceptance of the
                    Term Sheet and Court approval, USAI will pay
                    Fortress an advance of $250,000.

Liquidated Damages
       for Failure
          to Close: USAI will pay $4,095,000, or 1.5% of the
                    purchase price, to Fortress as non-refundable
                    liquidated damages if the Transaction does
                    not close by October 31, 2005.

       Exclusivity: USAI will not negotiate with any other party
                    for the Aircraft and will provide Fortress a
                    copy of any proposal it may receive.

          Right of
       First Offer: If US Airways finances or sells any Aircraft,
                    Fortress will have an opportunity to match
                    the proposal.

The Aircraft are subject to liens:

   -- arising from US Airways Series 2000-1 Enhanced Equipment
      Trust Certificates; and

   -- of the ATSB Lenders under the ATSB Loan and the subordinate
      liens of Eastshore Aviation, LLC under the Junior Secured
      DIP Credit Facility.

                  Transaction Must Be Approved

The Transaction contains non-monetary terms that are favorable to
the Debtors, Mr. Leitch explains.  The renewal provisions of the
lease agreements provide the Debtors flexibility with their fleet
composition.  Upon the expiration of the initial seven-year term
of each lease, the Debtors may elect to renew each lease for six
to 24 months upon 18 months' notice.

"This flexibility provides the Debtors with significant
advantages in the management of their fleet," notes Mr. Leitch.

The Transaction will also produce significant benefits for the
Debtors' estates.  The Transaction will permit the Debtors to
realize cash proceeds from the Aircraft and maintain their
continued use.

The Term Sheets governing the Fortress Transactions contain
confidential information and have been filed under seal.

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)


US AIRWAYS: America West Stockholders Adopt Merger Agreement
------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
low-fare carrier America West Airlines, Inc., disclosed the
results of its special meeting of stockholders to vote on the
proposed merger agreement with US Airways.

Stockholders holding voting rights of Class B America West stock
voted in favor of the merger with the breakout as follows:

   * 85.2 percent voted for the merger,
   * 4.4 percent voted against, and
   * 10.4 percent abstained.

Stockholders holding voting rights of Class A America West stock
voted in favor of the merger, with 100 percent voting for the
merger.  The result is the merger agreement has received America
West stockholder approval with 95.5 percent of total voting shares
in favor of the merger.

"Today's results reflect overwhelming support for our proposed
merger with US Airways, which will create a stronger airline that
offers improved job stability for our employees, expanded service
for our customers and a more long-term, viable investment for our
stockholders," America West Chairman, President and CEO Doug
Parker said.  "With US Airways final bankruptcy court hearing
scheduled for later this week, we anticipate closing our merger
with US Airways at the end of September as previously scheduled."

The US Airways and America West merger will create the first full-
service, low-cost nationwide airline, with a pricing structure
offering a network of low-fare service to over 200 cities across
the U.S., Canada, Mexico, Latin America, the Caribbean and Europe,
and amenities that include an extensive frequent flyer program,
airport clubs, assigned seating and First Class cabin service.  
The airlines will operate under the US Airways brand and will be
headquartered in Tempe, Ariz.  The merger is expected to close in
late September.

                      New Board Members

As reported in the Troubled Company Reporter on Sept. 12, 2005, US
Airways and America West disclosed new members for the board of
directors of US Airways Group, Inc., following confirmation of US
Airways Group's Plan of Reorganization and completion of the
planned merger of the two companies.  

The 13-member board will include:

    * W. Douglas Parker, 43, currently chairman, president and CEO
      of America West Holdings Corporation and America West
      Airlines, who will serve as Chairman of US Airways Group,
      Inc.;

    * Bruce R. Lakefield, 61, currently CEO and president of US
      Airways Group, Inc. and US Airways, Inc., who will serve as
      vice-chairman of US Airways Group, Inc.;

    * Richard Bartlett, 48, managing director and principal of
      Resource Holdings, Ltd.  Mr. Bartlett is expected to be
      nominated to the board by Eastshore Aviation, LLC, which, as
      previously announced, has agreed to invest $125 million in
      US Airways Group in connection with the merger;

    * Herbert M. Baum, 68, recently retired chairman, president
      and CEO of Dial Corporation;

    * Richard C. Kraemer, 62, former CEO of UDC and president of
      Chartwell Capital, Inc.;

    * Cheryl G. Krongard, 49, former senior partner of Apollo
      Management, L.P.;

    * Robert A. Milton, 45, chairman, president and CEO of ACE
      Aviation Holdings, Inc.  Mr. Milton is expected to be
      nominated to the board by ACE Aviation Holdings, Inc.,
      which, as previously announced, has agreed to invest
      $75 million in US Airways Group in connection with the
      merger;

    * Hans Mirka, 68, former senior vice president, international
      division for American Airlines, Inc.;

    * Denise M. O'Leary, 48, a private investor in early stage
      companies;

    * George M. Philip, 58, executive director of the New York
      State Teachers' Retirement System;

    * Richard P. Schifter, 51, partner of Texas Pacific Group;

    * Edward L. Shapiro, 40, vice president and partner, PAR
      Capital Management, Inc.  Mr. Shapiro is expected to be
      nominated to the board by PAR Investment Partners, L.P.,
      which, as previously announced, has agreed to invest
      $100 million in US Airways Group in connection with the
      merger;

    * J. Steven Whisler, 50, chairman and CEO of Phelps Dodge
      Corporation.

America West -- http://www.americawest.com/-- operates more than   
900 flights daily to 95 destinations in the U.S., Canada, Mexico
and Costa Rica.  The airline's 13,500 employees are proud to offer
a range of services including more destinations than any other
low-cost carrier, first-class cabins, assigned seating, airport
clubs and an award-winning frequent flyer program.

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.


USG CORP: IRS Audit to Result in $25 Million Earnings Increase
--------------------------------------------------------------
The Internal Revenue Service has finalized its regular audit of
USG Corporation's (NYSE:USG) federal income tax returns for the
years 2000 through 2002.  The audit will result in an increase in
the Corporation's reported earnings for 2005 of $25 million and
net cash outflows by the end of 2005 of $105 million.

Substantially all of the additional tax liabilities resulting from
the audit will be covered by liabilities currently recorded on
USG's financial statements.  In addition, a portion of the
Corporation's recorded income tax contingency reserves are no
longer necessary.  This will result in a reduction in the
Corporation's income tax provision and a corresponding increase in
consolidated net income in the third quarter of 2005 of
$25 million.

In the aggregate, the audit is expected to result in net cash
outflows by the end of 2005 of $105 million ($53 million of which
has already been paid), including $47 million directly related to
the 2000 through 2002 audit and an additional $58 million relating
to the Corporation's 2003 and 2004 years.  A substantial portion
of the outflows relating to the audited years and all of the
outflows relating to the 2003 and 2004 years are the result of the
disallowance by the IRS of the Corporation's current deduction of
contractual interest on debt incurred prior to its bankruptcy
filing in 2001.  In addition, the audit is expected to result in
net cash outflows of $12 million related to the 2000 year.
Because this amount is considered a prepetition liability under
the Bankruptcy Code, the timing of payment is subject to
Bankruptcy Court approval and has not yet been determined.  
Assuming that the contractual interest is ultimately paid, a
substantial portion of these outflows will be recovered by the
Corporation on its tax returns in future years following its
emergence from bankruptcy.

Payment of these amounts will be made from current cash balances.
The Corporation had $1.2 billion of cash, cash equivalents and
marketable securities as of June 30, 2005.

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.  


VARIG S.A.: USW Warns Local Union About MatlinPatterson Practices      
-----------------------------------------------------------------
The United Steelworkers are sharing information to the Central
Unica dos Trabalhadores of Brazil about the anti-worker practices
of US-based investment fund MatlinPatterson Global Advisers, LLC.

MatlinPatterson is awaiting permission from a Brazilian bankruptcy
court to purchase Varig Logistica, S.A., a subsidiary of the
Brazilian airline VARIG S.A.

The USW is sharing information with the CUT about the harm
MatlinPatterson has inflicted on workers at Ormet Corporation and
Huntsman Corporation, two US-based companies that fell into the
hands of MatlinPatterson after both companies faced financial
problems.

USW District 1 director David McCall says that thousands of their
members have been forced into the street or robbed of their health
insurance and pension benefits because of MatlinPatterson.  Mr.
McCall believes that the Brazilian workers will not fare any
better if MatlinPatterson has its way.

Mr. McCall states that the USW is considering further steps it can
take to support Varig workers, including sending a delegation of
USW members affected by MatlinPatterson's investment and
management practices to Brazil and other expressions of
international solidarity.

As reported in the Troubled Company Reporter, Judge Giselle Bondim
Lopes Ribeiro, of the federal labor court in Rio de Janeiro,
blocked VARIG from selling its Varig Logistica to MatlinPatterson
at the request of the National Federation of Civil Aviation
Workers, known as Fentac.

Judge Ribeiro suspended the proposed sale to MatlinPatterson after
Fentac claimed that the sale was fraudulent and harmful to
workers.  In addition, the Local Court said that the $100 million
valuation agreed by VARIG and MatlinPatterson is lower than Varig
Logistica's $300 million estimated value.
  
VARIG is appealing the Local Court's decision that granted the
injunction against the VarigLog sale.  The injunction also
prevents VARIG from selling its maintenance unit, Varig Engenharia
e Manutencao.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


VLASIC FOODS: Campbell Not Liable to VFB, District Court Rules
--------------------------------------------------------------
Judge Kent Jordan of the U.S. District Court for the District of
Delaware ruled that Campbell Soup Company is not liable to VFB LLC
for actual or constructive fraudulent transfer or for the alleged
breach of fiduciary duty by Vlasic Foods International's
directors.

On February 21, 2002, VFB LLC, the post-confirmation successor to
the bankruptcy estates of VF Brands, Inc., Vlasic Foods
International Inc., et al., filed a lawsuit for $250 million in
damages against:

      * Campbell Soup Company,
      * Campbell Foodservice Company,
      * Campbell Sales Company,
      * Campbell Soup Company Limited (Canada),
      * Joseph Campbell Company,
      * Campbell Soup Supply Company LLC, and
      * Pepperidge Farm Inc.

The allegations include fraudulent conveyance, illegal dividends
and breach of fiduciary duty, all in connection with the spin-off
of Vlasic, Swanson, and other product lines and businesses from
Campbell's in 1998.

Yesterday, the District Court ruled that Campbell's claims against
VFI are not disallowed nor are they subordinated to other
claimants.

"Finally, VFB's claims that VFI was an alter ego of Campbell and
that VFI declared an illegal dividend during the Spin-off have
been abandoned and, in any event, are rejected," Judge Jordan
said.

The District Court directed the parties to confer and submit a
form
of judgment giving effect to the rulings.

A full-text copy of Judge Jordan's 77-page Post-Trial Findings of
Fact and Conclusions of Law is available for free at:

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

Since October 2003, the dominant part of VFB's focus has been on
its suit against Campbell Soup Company and certain of its
subsidiaries.  The trial was held in two phases: the Fact Phase
in March 2004 and the Expert Phase in August 2004.  The Fact
Phase covered two weeks and focused on events leading up to the
March 1998 Spin-off of Vlasic from Campbell Soup Company until
the bankruptcy of Vlasic in 2001.  The Expert Phase covered one
week and focused on valuation, financial and securities
reporting, marketing, information technology and federal tax
issues.  Trial transcripts of both phases are available in their
entireties on VFB's Web site at http://vfbllc.com/trial.htmand
http://vfbllc.com/2ndphase.htm After the trial's conclusion on
August 20, 2004, both parties filed with the court proposed
findings of fact and conclusions of law, as well as responses to
the other party's findings.  All other findings, responses and
replies are available on the VFB Web site at
http://vfbllc.com/home.htm

VFB is represented by James J. Maron, Esq., at Maron & Marvel,
P.A., in Wilmington, Delaware.

                    Campbell's Statement

In response to the the decision by the United States District
Court for the District of Delaware in VFB L.L.C. v. Campbell Soup
Company, a lawsuit brought against Campbell and several of its
subsidiaries in February 2002 by an entity representing the
interests of the unsecured creditors of Vlasic Foods
International, Campbell Soup Company (NYSE:CPB) says:

   "The District Court has ruled in favor of Campbell, finding
   that Vlasic Foods, a company spun off by Campbell inMarch 1998,
   was solvent at the time of the spin off transaction, and that
   Campbell is not liable to the plaintiff for the claims of
   Vlasic's unsecured creditors or for any other claims or
   damages. We are gratified by this decision. We believed that
   when all the facts were known and the trial was concluded, our
   position would be confirmed."

Campbell is represented in this matter by Wachtell, Lipton,
Rosen & Katz and Blank Rome LLP. VFB L.L.C. has 30 days to file
an appeal.

Campbell Soup Company -- http://www.campbellsoupcompany.com/-- is  
a global manufacturer and marketer of high quality simple meals,
including soup, baked snacks, vegetable-based beverages, and
premium chocolate products.

Founded in 1869, the company has a portfolio of more than 20
market-leading brands, including "Campbell's," "Pepperidge Farm,"
"Arnott's," "V8," and "Godiva."

Headquartered in Cherry Hill, New Jersey, Vlasic Foods
International, Inc., and its affiliates were producers, marketers
and distributors of premium branded food products, including
Vlasic pickles, peppers and relish, OpenPit barbeque sauces, and
others.  The Company, along with its affiliates, filed for chapter
11 protection on Jan. 29, 2001 (Bankr. Del. Case Nos. 01-00285
through 01-00292).  On May 22, 2001, the Debtors sold
substantially all of its North American assets to Pinnacle Foods
Corporation.  The Court confirmed Vlasic's Second Amended Joint
Plan of Distribution, which took effect on December 5, 2001.  VFB
LLC, the post-confirmation successor to the Debtors' bankruptcy
estates, is represented by James J. Maron, Esq., at Maron &
Marvel, P.A., in Wilmington, Delaware.


WELLSFORD REAL: Directors Withdraw Proposed Stock Split
-------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX:WRP) said that its Board of
Directors has rescinded its adoption of the previously announced
proposal for a 1-for-100 Reverse Stock Split and 100-for-1 Forward
Stock Split of its common shares and will proceed with its
previously announced Plan of Liquidation.

The processing of the proxy statement with the Securities and
Exchange Commission has been more complex and is taking longer
than anticipated because of the inclusion of the Stock Split as
one of the proposals.  As a result, the Company at this point in
time could not ascertain when the proxy statement would be
available to be mailed to shareholders and when such a meeting
would be held if this proposal were to remain in the proxy
statement.  Further time delays could impact the Company's ability
to sell the Company's primary asset, the three rental phases of
Palomino Park.

In addition, the Board has also determined, based on information
received from its proxy solicitor, that the Company would spend an
amount greater than the $1 million limit previously stipulated and
publicly announced.  After consideration of these factors, the
Board has concluded to rescind its adoption of the Stock Split and
to proceed solely with the Plan of Liquidation.  Thus, the Company
will continue to be listed for trading on the AMEX, subject to the
ramifications of the Plan, and make all required SEC filings and
disclosures.

               Stock Split & Plan of Liquidation

On May 19, 2005 the Board announced that it had adopted two
proposals:

    * a Plan of Liquidation and
    * a Stock Split.

Each proposal was subject to a separate approval by the Company's
shareholders at an annual meeting, to be announced, which would be
held pursuant to the mailing of a proxy statement.  Subsequently
on May 26, 2005, the Company announced that the Board reserved the
right to terminate the Stock Split proposal if the aggregate
amount to be paid to cash-out fractional shares exceeded $1
million.

The purpose of the Stock Split was to reduce the number of
shareholders to less than 300 which would have permitted the
Company to end its reporting obligations under the Securities
Exchange Act of 1934 and the AMEX listing of its common shares and
continue operations as a non-public company.  It was anticipated
that if adopted this proposal could relieve the Company of the
costs and compliance obligations associated with operating as a
listed public company.  The Company announced previously that
whether or not the Stock Split was effectuated, the Company would
proceed with implementing the Plan of Liquidation, if it were
approved by shareholders.

Jeffrey Lynford, Chairman and Chief Executive Officer of the
Company commented that "The Board believes that although the Stock
Split potentially could have led to cost savings over the term of
the liquidation, obtaining timely approval of the Plan and
concluding the sale of Palomino Park are paramount.  The Company
has under a contract for sale, subject to completion of due
diligence by the purchaser and approval of the Plan by the
Company's shareholders, three rental phases at Palomino Park for
$176 million."

Wellsford Real Properties, Inc. is a real estate merchant banking
firm headquartered in New York City which acquires, develops,
finances and operates real properties, constructs for-sale single
family home and condominium developments and organizes and invests
in private and public real estate companies.


WESTERN FINANCIAL: Placed on Fitch's Rating Watch Positive
----------------------------------------------------------
Fitch Ratings has placed the ratings of Western Financial Bank
(rated 'BB', Outlook Positive by Fitch) on Rating Watch Positive
and has affirmed ratings for Wachovia Corporation (rated 'AA-/F1+'
by Fitch) following the firms' announcement that Wachovia has
agreed to acquire Westcorp, the parent of Western Financial Bank.

Wachovia, with $512 billion in assets, will pay approximately $3.9
billion for WES.  The price represents 2.4 times (x) book and a
moderate premium to the market price, as takeover premium was
believed to have already been incorporated.

WFB's ratings were on Positive Outlook due to the firm's good
operating performance, stable credit quality, and improved
capitalization.  WES has roughly $15 billion in assets including
$12 billion in loans, the vast majority of which are auto loans.
While WES' auto lending covers the credit spectrum, the majority
of its portfolio is not prime.  

In contrast, the bulk of Wachovia's consumer lending is both prime
and real estate secured.  Thus, while this is a digestible
acquisition for Wachovia in terms of size, it will have a
significant impact on the composition of the firm's consumer
credit, adding a considerable nonprime component at a point in the
cycle when the strength of the consumer sector is doubted
increasingly each day.

In approaching this transaction, Wachovia has incorporated
assumptions regarding credit loss trends, which Fitch views as
appropriately conservative.  In addition, Wachovia has retained,
through contract, a core group of senior managers to continue to
manage WES separately from Wachovia's prime businesses.

Nevertheless, management retention and execution on this plan will
remain key factors to watch going forward.  WES also brings 19
bank branches in southern California, a market in which Wachovia
is not yet represented.  Fitch would anticipate Wachovia to
ultimately incorporate these branches into the firm's broader
General Bank and to offer the same products and services in
California as in the rest of its footprint.

This transaction brings an added element of diversity to
Wachovia's consumer business, as well as the entry into
California.  The breadth of Wachovia's franchise suggests that
Wachovia can prudently add some subprime assets into the mix
without notably altering the strong financial profile of the firm.  

That said, significant degradation of the capital base would not
be viewed favorably.  Fitch is affirming Wachovia's ratings on
this transaction and will monitor closely Wachovia's execution on
its plans to manage WES separately as a relatively modest subprime
business within its very diverse franchise.  Fitch will also
monitor Wachovia's capital management as it shifts toward higher
risk assets.

These ratings are placed on Rating Watch Positive:

   Western Financial Bank

     -- Long-term deposits 'BB+';
     -- Senior debt 'BB';
     -- Subordinated debt 'BB-';
     -- Rating Watch Positive.

These ratings are affirmed by Fitch:

   Wachovia Corporation

     -- Senior debt at 'AA-';
     -- Subordinated debt at 'A+';
     -- Short-term debt at 'F1+';
     -- Individual rating at 'B';
     -- Support rating at '5'.
     -- Outlook Stable.

   Wachovia Bank, N.A.

     -- Long-term deposits at 'AA';
     -- Senior debt at 'AA-';
     -- Subordinated debt at 'A+';
     -- Short-term deposits at 'F1+';
     -- Short-term debt at 'F1+';
     -- Individual rating at 'B';
     -- Support rating at '3'.
     -- Outlook Stable.

   Wachovia Bank of Delaware, N.A.

     -- Long-term deposits at 'AA';
     -- Senior debt at 'AA-';
     -- Short-term deposits at 'F1+';
     -- Short-term debt at 'F1+';
     -- Individual rating at 'B',
     -- Support rating at '3'.
     -- Outlook Stable.

   Central Fidelity Capital Trust I
   Corestates Capital Trust I-III
   First Union Capital I-II
   First Union Institutional Capital I-II
   Wachovia Capital Trust I, II, V

     -- Trust preferred at 'A+';
     -- Outlook Stable.

Fitch rates these outstanding subordinated debt of inactive
subsidiaries:

   Corestates Capital Corp.
   First Union National Bank - Florida
   Signet Bank Virginia
   SouthTrust Corporation
   The Money Store

     -- Subordinated debt at 'A+';
     -- Outlook Stable.

Fitch rates these outstanding senior and subordinated debt of an
inactive subsidiary:

   SouthTrust Bank

     -- Senior debt at 'AA-';
     -- Subordinated debt at 'A+';
     -- Outlook Stable.


WESTERN FINANCIAL: S&P Puts BB+ Credit Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+/B' counterparty
credit rating on Western Financial Bank on CreditWatch with
positive implications following Wachovia Corp.'s (A+/Stable/A-1)
announcement that it expects to acquire Westcorp (NR), the parent
company of Western Financial Bank.
     
Wachovia agreed to buy Irvine, California-based Westcorp and its
subsidiaries, WFS Financial Inc. (NR) and Western Financial Bank,
for $3.91 billion.  This transaction will not impact the ratings
on Wachovia.
      
"The CreditWatch action will be resolved upon consummation of the
transaction," said Standard & Poor's credit analyst Steven
Picarillo.


WESTERN FINANCIAL: Moody's Reviews B1 Subordinate Debt Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wachovia
Corporation (senior debt at Aa3) and its subsidiaries.  In a
related action, Moody's maintained its review for possible upgrade
of Western Financial Bank's long-term ratings (Ba2 for deposits)
and also placed Western Financial Bank's short-term ratings (Not
Prime) on review for possible upgrade.  

Moody's actions followed the announcement that Wachovia has signed
a definitive agreement to acquire Westcorp, parent of Western
Financial Bank.  The purchase price is valued at approximately
$3.9 billion.  Wachovia intends to finance the deal with 100%
stock.  Western Financial Bank is a thrift engaged in national
auto-financing in which most of its customers are sub-prime
clients.

In affirming Wachovia's ratings, Moody's said that Wachovia's pro
forma total sub-prime portfolio is manageable when related to the
total company's resources.  Regarding Westcorp's sub-prime
portfolio, Moody's noted that Westcorp's performance in recent
years has benefited from:

   * an improving economy;
   * rising vehicle recovery values; and
   * some shift to a higher proportion of prime originations.  

These elements prompted Moody's to place Western Financial Bank's
long-term ratings under review for possible upgrade on July 15th,
2005.

Moody's said that the major challenge Wachovia faces in acquiring
Westcorp is to manage it so that Westcorp's credit profile does
not weaken under its new ownership.  Moody's said that key
analytical issues going forward are Wachovia's ability to retain
key managers at Westcorp, and that Westcorp does not execute a
riskier business plan now that it is part of a large banking
concern.

Moody's said that Wachovia's purchase of Westcorp is an attempt to
broaden its product mix and its origination platforms.
Specifically this acquisition moves Wachovia back into the
consumer indirect business which it largely exited earlier in this
decade.

In reviewing Western Financial Bank, Moody's said that it will
focus on whether the deal is consummated.  If finalized, Western
Financial Bank will be merged into Wachovia Bank, N.A. which is
rated Aa2 for deposits.

These ratings are the key ratings under review for possible
upgrade:

  Western Financial Bank:

   * Long-term deposits at Ba2
   * Issuer and long-term OSO at Ba3
   * Short-term deposits and OSO at Not Prime
   * Subordinate at B1
   * Bank financial strength at D

Wachovia Corporation is headquartered in Charlotte, North Carolina
and reported assets of $512 billion as of June 30, 2005.  Westcorp
is headquartered in Irvine, California, with reported assets of
$16 billion.


WHITEHALL JEWELLERS: Beryl Raff Resigns from All Positions
----------------------------------------------------------
Whitehall Jewellers, Inc. (NYSE:JWL) received a letter on Sept. 7,
2005, from Beryl Raff advising that she has resigned all positions
with the Company.  Ms. Raff had previously been named as Chief
Executive Officer and was expected to commence full-time
employment with the Company and join its board of directors in
mid-September.  She also indicated in the letter that she will be
returning compensation previously paid to her by the Company.  The
Company is currently assessing its legal and other alternatives in
light of Ms. Raff's letter.

                   Needs Additional Capital

Whitehall is reviewing its financial situation in light of current
and forecasted operating results and management changes.  The
Company believes it needs additional capital to support its
operations.  The Company is evaluating various alternatives to
meet these needs, including the raising of additional debt or
equity financing.  The Company has requested temporary extensions
of payment terms from some of its key suppliers in order to manage
liquidity and has also slowed its accounts payable schedules
generally.  In addition, the Company plans to retain restructuring
professionals to assist it.

                        Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                        10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.

Whitehall Jewellers, Inc., is a national specialty retailer of
fine jewelry, operating 388 stores in 38 states.  The Company
operates stores in regional and super regional shopping malls
under the names Whitehall Co. Jewellers, Lundstrom Jewelers and
Marks Bros. Jewelers.


WORLDCOM INC: Settles Dispute Over Six Baltimore Gas Claims
-----------------------------------------------------------
Pursuant to a Court-approved settlement, Baltimore Gas and
Electric Company transferred a portion of it Claim No. 8290 for
$463,100 to Deutsche Bank Securities, Inc., as record owner, and
Stark Event Trading Ltd., as beneficial owner.  Baltimore Gas
still owns and retains the remaining $360,265 portion of Claim
No. 8290.

On January 2, 3003, Baltimore Gas filed five more claims against
certain Debtors:

     Claim No.   Claim Amt.  Debtor Asserted
     ---------   ----------  ---------------
       8291        $6,325    Intermedia Communications, Inc.
       8292         1,289    Nationwide Cellular Services, Inc.
       8293        50,173    MFS Global Network Services, Inc.
       8294            30    Skytel Corp.
       8295           110    CAI Wireless Systems, Inc.

The Debtors furnished six checks to Baltimore Gas:

             Check No.           Amount
             ---------           ------
             1004206353         $14,580
             1004206354           9,327
             1004206648             904
             1004206649             424
             1004206650             150
             1004206651             181

Baltimore Gas did not endorse, deposit or cash the checks.

The Debtors also issued 956 Shares of New Common Stock into a
Brokerage Account at the Bank of New York in Baltimore Gas' name.  
Baltimore has not accessed the shares.

The Debtors have objected to Baltimore Gas' claims.

Baltimore Gas has asked the U.S. Bankruptcy Court for the Southern
District of New York to compel the Debtors to pay cure amounts
under a Telecommunications Service Agreement between the Debtors
and Baltimore Gas.

To resolve their dispute, the Parties stipulate and agree that:

   (1) Baltimore Gas is entitled to a $120,000 Cure Amount;

   (2) Baltimore Gas's portion of Claim No. 8290 is allowed as a
       Class 6 General Unsecured Claim for $360,265;

   (3) Claim Nos. 8291, 8292, 8294 and 8295 will be allowed as
       Class 4 Convenience Claims;

   (4) Claim No. 8293 will be allowed as a Class 6 General
       Unsecured Claim;

   (5) The Debtors will tender all monetary payments without
       delay;

   (6) Baltimore Gas will not endorse, deposit or cash the
       Previous Checks;

   (7) Baltimore Gas will not access the Previous Stock, and will
       allow the Debtors to cancel, rescind and reclaim the
       transfer of the Previous Stock to the Bank of New York;

   (8) Baltimore Gas' Claims will be deemed settled and
       withdrawn, with prejudice;

   (9) The Debtors' Objection to Baltimore Gas' Claims will be
       deemed settled and withdrawn, with prejudice;

  (10) The Motion to Compel will be deemed settled and withdrawn,
       with prejudice;

  (11) The Debtors payment will be given in full and complete
       satisfaction of Baltimore Gas' Claims; and

  (12) The parties will exchange mutual releases.

Judge Gonzalez approves the parties' stipulation.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Sen. Grassley Says Tax Break Won't Stall Airline Bankruptcies
---------------------------------------------------------------
As reported yesterday, the Air Transport Association asked U.S.
Congress for a $600 million tax break to offset soaring fuel
costs.

Senate Finance Committee Chairman Charles Grassley said in
published reports that the fuel tax holiday may come too late to
save financially troubled airlines from bankruptcy.  Sen. Grassley
didn't name any specific carrier.  

James May, president of the Air Transport Association, said in
interviews that he will detail the group's proposal today to the
Senate Aviation Subcommittee, which is holding a hearing on the
impact of Hurricane Katrina on the airline industry.

Alaska Republican Ted Stevens, head of the Aviation Subcommittee,
said that his committee will recommend the tax break to Sen.
Grassley's panel if they think the tax break is necessary.  

The carriers are seeking to exempt fuel surcharges from a 7.5%
passenger ticket tax.  Jeff Shane, the Transportation Department's
undersecretary, told Bloomberg, that the agency wouldn't be able
to administratively grant airlines' request for the surcharge
exemption because the agency lacks authority to do so.

The airlines have asked to put fuel surcharges in the fine print
of ads instead of printing them in the main print of
advertisements as required by law.  They believe that by
separating the costs, Congress will be convinced that fuel charges
shouldn't be taxed.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      UK Midlands Region Event
         Cooper Parry LLP, Nottingham, UK
            Contact: midlands@tma-uk.org or    
               http://www.turnaround.org/

September 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Kickoff Mixer
         Townsend Hotel, Birmingham, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

September 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Cafe Morso, Sydney, Australia
            Contact: 0438-653-179 or http://www.turnaround.org/

September 14, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Understanding the New Bankruptcy Legislation & its
         Implications
            New York, New York
               Contact: http://www.frallc.com/

September 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      What the Turnaround Community Should Expect Over the Next 18
         Months
            Baltimore, Maryland
               Contact: 312-578-6900; http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500;
               http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Embracing Change in the 21st Century
         Belo Mansion, Dallas, Texas
            Contact: anole1@airmail.net or
               http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935; http://www.turnaround.org/

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Los Angeles and Beverly Hills, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Los Angeles and Beverly Hills, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Financing the Middle Market Company
         The Jonathan Club, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

September 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders' Panel: Deal Structures in 2005
         TBD, Pittsbugh, Pennsylvania
            Contact: bmanne@tuckerlaw.com or
               http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532; http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel
         Union League Club, New York, New York
            Contact: 908-575-7333; http://www.turnaround.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Cross-Border Business Restructuring and
         Turnaround Conference
            Grand Hyatt, Seattle, Washington
               Contact: 312-578-6900; http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Francisco, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         San Francisco, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Costa Mesa, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Costa Mesa, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street, New York, New York
              Contact:  1-800-537-3635; http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The 2005 Bankruptcy Amendments Seminar: The Law of Intended
         and Unintended Consequences
            Woodbridge Hilton, Iselin, New Jersey
               Contact: http://www.turnaround.org/

September 28, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Diego, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 29, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      West Coast Corporate Restructuring Conference
         Grand Hyatt on Union Square, San Francisco, California
            Contact: http://www.airacira.org/

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Sacramento, California
               Contact: http://www.ceb.com/;1-800-232-3444

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Sacramento, California
            Contact: http://www.ceb.com/;1-800-232-3444

October 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Kurt Eichenwald, Author of Enron: Conspiracy of Fools
         Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

October 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference: Management & Teamwork in Stressful
         Situations
            Renaissance Chancery Court Hotel, London, UK
               Contact: 312-578-6900; http://www.turnaround.org/

October 17-18, 2005
   AMERICAN CONFERENCE INSTITUTE
      Airline Restructuring
         Park Central New York, New York
            Contact: http://www.americanconference.com/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 312-578-6900; http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356; http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical    
               Transactions and Investments
                  The Millennium Knickerbocker Hotel, Chicago,
                     Illinois
                        Contact: 903-595-3800; 1-800-726-2524;
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
    Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/


December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
         Fairmont Scottsdale Princess, Scottsdale, Arizona
            Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;          
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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