TCR_Public/050916.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Friday, September 16, 2005, Vol. 9, No. 220

                          Headlines

AAIPHARMA INC: Needs More Time to File Plan of Reorganization
AAIPHARMA INC: Wants to Set Procedures to Monitor Stock Trading
ACCESS PHARMACEUTICALS: Oracle Extends Debt Maturity to Oct. 13
ALLIED HOLDINGS: Look for Bankruptcy Schedules on Sept. 28
AMERICAN NATURAL: Inks Participation Pact with Dune Energy

AMERISOURCEBERGEN CORP: Completes Sale of $900 Million Sr. Notes
AMES TRUE: Failed Labor Talks Prompt Parkersburg Facility Closing
ANNETTE MITCHELL: Case Summary & 8 Largest Unsecured Creditors
ATA AIRLINES: Will Pay Fleet National Adequate Protection Fees
AVNET INC: Noteholders Tender $250 Million of 8% Notes Due 2006

AXEDA SYSTEMS: Inks Pact Resolving Patent Dispute with Questra
BAGETT BROTHERS: Case Summary & 14 Largest Unsecured Creditors
BEAR STEARNS: Expected Losses Cues Fitch to Junk $4.1 Mil. Certs.
BIRCH TELECOM: Committee Balks at DIP Loan & Cash Collateral Use
BISHOP GOLD: Inks Settlement Pact with Guardsman Resources

BISHOP GOLD: Issuing 24 Million Units Via Private Placement
CARRIER ACCESS: Reports 1st & 2nd Qtr. Financial Results
CATHOLIC CHURCH: Court Approves Tucson's Catholic Foundation Deal
CDC MORTGAGE: Fitch Lowers Rating on 5 Certificate Classes
CELERO TECHNOLOGIES: U.S. Trustee Will Meet Creditors on Sept. 28

CENTRAL PARKING: Extends Dutch Auction Tender Offer Until Sept. 30
CHOICE HOTELS: Board Declares Two-for-One Stock Split
CITIGROUP MORTGAGE: Fitch Puts BB+ Rating on $13MM Private Certs.
CSAM HIGH: Fitch Junks $35 Million Sr. Secured Fixed-Rate Notes
EAGLEPICHER HOLDINGS: Subsidiary in Japan Wants Case Dismissed

ELITE TECHNICAL: Makes Proposal to Creditors Under Canadian BIA
ENTERPRISE CORRUGATED: Case Summary & 27 Largest Unsec. Creditors
FEDDERS CORP: Sr. Noteholder & Sr. Lender Agree to Waive Defaults
FLIP FIT-N-FUN: Voluntary Chapter 11 Case Summary
FOREST & MARINE: Amends & Restates Forbearance Pact with CIT

HASTINGS MANUFACTURING: Case Summary & 20 Largest Creditors
JILLIAN'S ENT: Claims Objection Deadline Extend Until Nov. 30
KP&R INC: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Court OKs Solicitation & Voting Protocol Revision
KENNETH FELDER: Voluntary Chapter 11 Case Summary

LOCAL TELECOM: Completes Purchase Agreement with Bajjer LLC
MANATEE MEDIA: Case Summary & 4 Largest Unsecured Creditors
MCI INC: 11 Officers Dispose of 52,508 Shares of Common Stock
MERRILL LYNCH: Fitch Holds Low-B Rating on Six Certificate Classes
N-STAR REAL: Fitch Affirms $15 Million Class D Notes at BB

NEXIA HOLDINGS: Buying 100% Equity Interest in Axis Labs
NORTHWEST AIRLINES: AFA & Teamsters Court PFAA Flight Attendants
NVF COMPANY: Court Okays $2 Mil. DIP Loan & Cash Collateral Use
O'SULLIVAN IND: Noteholders Extend Forbearance Pact Until Sept. 30
OMNI CAPITAL: Section 341(a) Meeting Slated for October 6

POINT TO POINT: Hires KC Cohen & Cynthia Grimes as Bankr. Counsel
ROGERS TELECOM: Majority of Noteholders Agree to Amend Indenture
ROGERS TELECOM: Purchases $198.1 Million of 10.625% Sr. Sec. Debt
ROUGE INDUSTRIES: Wants Continued Access to Cash Collateral
RUFUS INC: Panel Wants to Hire Kronish Lieb as Lead Counsel

RUFUS INC: Committee Taps Jaspan Schlesinger as Local Counsel
RUSSELL WYNN: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: Servitas Seeks Clarification on Insurance Coverage
SAINT VINCENTS: Panel Objects to SSI Surgical Contract
SAINT VINCENTS: Resolves Cash Collateral Dispute with RCG

SKIN NUVO: Gets Court Okay to Hire Hance Scarborough as Counsel
SKIN NUVO: Sues Syneron to Recover Prepetition Transfers
SUN HEALTHCARE: Inks Settlement Pact with State of California
TENGASCO INC: Losses & Deficit Raise Going Concern Doubts
TRISTAR HOTELS: Voluntary Chapter 11 Case Summary

UAL CORP: Wants More Time to Decide on Real Estate Leases
USGEN NEW ENGLAND: Tennessee Gas Objects to Discovery Request
WAPAKONETA MACHINE: Case Summary & 20 Largest Unsecured Creditors
WE CARE: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Gets Court Nod to Reject Panasonic and IRI Contracts

XYBERNAUT CORP: U.S. Trustee Appoints 5-Member Creditors Committee
XYBERNAUT CORP: Section 341(a) Meeting Slated for September 21
YUKOS OIL: 8 Investment Companies Own 70,860 Shares at June 30
YUKOS OIL: Menatep & Banks File $1.1 Billion Lawsuit in Amsterdam

* Cadwalader Adds Three Special Counsel in New York Office

* BOOK REVIEW: The Global Bankers

                          *********

AAIPHARMA INC: Needs More Time to File Plan of Reorganization
-------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend, until Jan. 5, 2006,
their exclusive period for filing a chapter 11 plan of
reorganization.  The Debtors also want their exclusive period to
solicit plan acceptances extended to March 6, 2006.

The Debtors tell the Bankruptcy Court that they have not had
sufficient time to develop a reorganization plan because they have
focused their attention on planning and achieving a successful
sale of their Pharmaceuticals Division to Xanodyne
Pharmaceuticals, Inc.

As reported in the Troubled Company Reporter, the Bankruptcy Court
approve the $209.25 million sale to Xanodyne on July 18, 2005. As
part of the sale transaction, the Debtors will receive royalties
based on future sales of pipeline products, if those products are
successfully developed, approved and commercially launched.
Xanodyne also committed to purchase a  minimum of $30 million of
services to be provided by aaiPharma's  Development Services
Division over the next three years, subject to certain conditions.

The Debtors assure the Bankruptcy Court that the requested
extension will not harm their creditors.  They say that the
extension will give them more time to develop a fair and feasible
plan that would allow them to emerge from bankruptcy as a viable
business.

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AAIPHARMA INC: Wants to Set Procedures to Monitor Stock Trading
---------------------------------------------------------------
aaiPharma Inc. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to limit certain transfers of,
and trading in, equity interests of aaiPharma.  The Debtor's want
to regulate the trading of aaiPharma's stocks to avoid triggering
an "ownership change" in the Company under Sec. 382 of the
Internal Revenue Code.

Karen M. McKinley, Esq., at Richards, Layton & Finger, PA, tells
the Bankruptcy Court that the Debtor's want to maximize the value
of their estates by taking full advantage of the significant net
operating loss carryforwards that they have accumulated.  The
Debtors estimate NOLs totaling $35 million at the end of fiscal
year 2004.

Net operating loss carryforwards are losses applied to offset
earnings in future years.  The Debtors can carry forward the NOLs
to offset future taxable income for up to 20 years and reduce
future aggregate tax obligations.

Ms. McKinley explains that Debtors ability to make full use of the
NOLs can be limited if an "ownership change" occurs prior to
confirmation of a plan of reorganization.

To prevent this from happening, the Debtors want to establish
court-ordered procedures requiring aaiPharma's largest equity
holders to notify the Debtors and other interest-holders prior to
any substantial transfer of their stock ownership.  The Debtors
define a substantial transfer as any transaction that would
increase or decrease a substantial shareholder's total holdings by
more than 400,000 shares.  The Debtors say that notification
procedure will allow them to object to any stock transfer that
would adversely affect the value of the NOLs.

A copy of the proposed trading procedures is available for free
at http://bankrupt.com/misc/StockTrading.pdf

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ACCESS PHARMACEUTICALS: Oracle Extends Debt Maturity to Oct. 13
---------------------------------------------------------------
Access Pharmaceuticals, Inc. (Amex: AKC) disclosed the status of
$8,030,000 of its 7% Convertible Subordinated Notes which were due
Sept. 13, 2005.  Oracle Partners, LP, the holder of $4,015,000 of
the Notes has extended the due date of its Note until Oct. 13,
2005.  The Company said it did not make payment on the other
$4,015,000 due Sept. 13, 2005, to another holder.

The holder of its Notes due September 2008 agreed to defer the
interest payment due on such notes to Sept. 13, 2006, and agreed
to extend the maturity date of the notes to Sept. 13, 2010.

Access is currently negotiating with a number of potential
purchasers for the sale of business units that it has determined
are not part of its long term strategy.  The sales of these units
could generate sufficient funds to satisfy some or all of our debt
obligations.  The Company cannot predict whether or not the sale
of a business unit will take place.

Access Pharmaceuticals, Inc. is an emerging pharmaceutical company
focused on developing both novel low development risk product
candidates and technologies with longer-term major product
opportunities.  Access markets Aphthasol(R) and is developing
products for other oral indications.  Access is also developing
unique polymer platinates for use in the treatment of cancer and
has an extensive portfolio of advanced drug delivery technologies
including vitamin mediated targeted delivery, oral delivery, and
nanoparticle aggregates.

At June 30, 2005, Access Pharmaceuticals, Inc.'s balance sheet
showed a $12,285,000 stockholders' deficit, compared to a
$6,661,000 deficit at Dec. 31, 2004.


ALLIED HOLDINGS: Look for Bankruptcy Schedules on Sept. 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended, until Sept. 28, 2005, the deadline for Allied Holdings,
Inc., and its debtor-affiliates to file Schedules of Assets and
Liabilities and Statements of Financial Affairs.

Thomas R. Walker, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that given their substantial size and the
complexity of their operations, the Debtors have underestimated
the amount of time required to prepare their Schedules and
Statements when they filed their first extension request.

The Debtors believe that the extension would be more than
sufficient to complete the preparation and filing of their
Schedules and Statements.

Mr. Walker assures the Court that the extension will not
prejudice any party-in-interest.  The Debtors have obtained the
consent of both the United States Trustee's Office and counsel
for the Official Committee of Unsecured Creditors on the matter.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN NATURAL: Inks Participation Pact with Dune Energy
----------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) entered
into a participation agreement with Dune Energy, Inc. (Amex: DNE).
Pursuant to the Agreement, which was subject to ExxonMobil
Production Company consent finalized on Sept. 12, 2005, Dune will
acquire certain exploration and development rights in ANEC's
ExxonMobil Joint Development Agreement covering the Bayou Couba
field in St. Charles Parish, Louisiana.

The Agreement provides Dune with the right to participate in 50%
of ANEC's development rights in the Bayou Couba lease in exchange
for the payment of $1 million.  Dune may also participate in the
exploration rights in the ExxonMobil acreage in exchange for the
payment of an additional $500,000.  Each party will pay their
respective share of drilling, completion and operations costs.
The Agreement is subject to completion of a final definitive
agreement.

Additionally, ANEC completed the drilling of the DSCI 92ST well in
the Bayou Couba field.  The well, drilled to a vertical depth of
approximately 6,040 feet, is producing approximately 300 barrels
of oil and 280 mcf of natural gas per day from a 12/64" choke.
ANEC has a 15.625% working interest in the well.  ANEC has
commenced operations on the DSCI 51ST in which it will have a
20.625% working interest.  The well is expected to be drilled to
approximately 7,500 feet.  ANEC's working interests reflect the
interests earned by Dune pursuant to the Agreement.

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

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

                       *     *     *

                     Going Concern Doubt

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

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


AMERISOURCEBERGEN CORP: Completes Sale of $900 Million Sr. Notes
----------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC) completed the sale of
$400 million of 5.625 percent senior notes due 2012 and $500
million of 5.875 percent senior notes due 2015.  The notes were
issued in a private placement and were resold by the initial
purchasers to qualified institutional buyers under Rule 144A and
Regulation S of the Securities Act of 1933, as amended.  The 2012
notes and 2015 notes each were sold at 99.5 percent of principal
amount, resulting in an effective annual interest rate of 5.71
percent on the 2012 notes and an effective annual interest rate of
5.94 percent on the 2015 notes.

The gross proceeds from the sale of the notes have been used to
finance the purchase of the notes tendered through Sept. 13, 2005,
in connection with the tender offer and consent solicitation
launched Aug. 25, 2005, for AmerisourceBergen's:

   -- $500 million 8.125 percent senior notes due 2008; and
   -- $300 million 7.25 percent senior notes due 2012,

and to pay related discounts, fees and expenses of these
transactions.

For the tendered senior notes, AmerisourceBergen has accepted for
purchase and made payment for approximately $497.7 million
aggregate principal amount of the $500 million 8.125 percent
senior notes due 2008, representing approximately 99.5 percent of
the total principal amount outstanding of these notes, and $299.3
million aggregate principal amount of the $300 million 7.25
percent senior notes due 2012, representing approximately 99.8
percent of the total principal amount outstanding of these notes.
The total consideration paid was for $1,103.04 for each $1,000
principal amount of 8.125 percent senior notes due 2008 accepted
for purchase and $1,166.37 for each $1,000 principal amount of
7.25 percent senior notes due 2012 accepted for purchase, in each
case plus accrued and unpaid interest, if any, from the last
interest payment date up to, but not including, the payment date
and in each case without regard to whether the notes accepted for
purchase were tendered before or after 5:00 p.m., EDT, on Sept. 8,
2005.

The tender offer and consent solicitation for the two series of
notes will expire at 5:00 p.m., EDT, on Friday, Sept. 23, 2005.

As a result of the receipt of the requisite amount of consents in
connection with the Company's tender offer and consent
solicitation, AmerisourceBergen, the respective guarantors of both
senior notes and J.P. Morgan Trust Company, as trustee, entered
into supplemental indentures dated Sept. 8, 2005 relating to each
series of senior notes.  The supplemental indentures became
operative on Sept. 14, 2005.  The supplemental indentures
eliminate substantially all of the restrictive covenants and
certain events of default contained in the original indenture and
modify the defeasance and certain other provisions contained in
the original indentures.

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

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned Ba2 ratings to
AmerisourceBergen Corporation's (ABC's) new $500 million and
$400 million offerings of senior unsecured notes.  Proceeds from
these transactions are expected to be used to refinance two
existing senior note offerings.  The company recently announced
board authorization of approximately $400 million in share
repurchases, which will raise total repurchase availability to
$750 million. Following these announcements, Moody's affirmed
ABC's existing long-term and speculative grade liquidity ratings.
Moody's said the rating outlook remains stable.


AMES TRUE: Failed Labor Talks Prompt Parkersburg Facility Closing
-----------------------------------------------------------------
Ames True Temper, Inc., would cease operations at its Parkersburg,
WV facility effectively immediately.

The Company issued a closure notice to employees under the Worker
Adjustment and Retraining Notification Act on July 15, 2005.
However, the final determination was made when Company and union
officials were unable to agree on terms for a new labor contract.
The labor agreement with the United Steelworkers Union expires on
Sept. 14, 2005.

"We deeply regret, despite the efforts of all concerned, that we
were unable to reach an agreement that allows us to be competitive
out of our Parkersburg facility," said Duane Greenly, Chief
Operations Officer.

As reported in the Troubled Company Reporter on June 29, 2005, the
Company disclosed the resignation of Judy Schuchart as Vice
President Finance and Chief Financial Officer, effective July 18,
2005, to accept a Vice President of Finance position with a
multinational public company.

Ames True Temper, Inc., is a leading North American manufacturer
and marketer of non-powered lawn and garden tools and accessories.
Ames True Temper owns and operates 16 manufacturing and
distribution facilities throughout the United States, employing
over 1700 employees.

                        *     *     *

As reported in the Troubled Company Reporter on May 16, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ames True Temper Inc., a manufacturer of non-powered
lawn and gardening tools, to 'B-' from 'B'.

S&P said the outlook remains negative.  Camp Hill, Pennsylvania-
based Ames True Temper had about $330 million of debt outstanding
as of March 26, 2005.


ANNETTE MITCHELL: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Annette Mitchell
        1204 Marsielle Lane
        Modesto, California 95351

Bankruptcy Case No.: 05-31677

Chapter 11 Petition Date: September 14, 2005

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: Scott A. CoBen, Esq.
                  1214 F Street
                  Sacramento, California 95814
                  Tel: (916) 492-9010

Total Assets: $5,504,597

Total Debts:  $3,108,899

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
City of San Jose Fire Dept.   Fines                       $3,000
170 West San Carlos Street
San Jose, CA 95113

Financial Credit Network      Phone bill                  $2,433
P.O. Box 3084
Visalia, CA 93278-3084

Collection Bureau of          Misc.                       $1,200
San Jose
299 Stockton Avenue
San Jose, CA 95126

Jefferson Cap                 Medical bills               $1,169

Global Payment Check          NSF                           $625
Services

Credit Bureau of              NSF                           $308
San Joaquin

Sutter Tracy Community        Medical bills                 $123
Hospital

North Coast Collection        Medical bills                  $41
Services


ATA AIRLINES: Will Pay Fleet National Adequate Protection Fees
--------------------------------------------------------------
As previously reported, on April 12, 2005, Judge Lorch signed a
stipulation between ATA Airlines, Inc., and Fleet National Bank,
granting ATA permission to use two Lockheed L-1011 aircraft with
Tail Nos. N162AT and N163AT postpetition.

After further negotiations, the parties agree that:

    (1) As adequate protection to the Bank's interest in the
        Aircraft, ATA will continue to pay the Bank the adequate
        protection payments per Aircraft approved under the
        April 12 Order on or about the eighth day of each
        month through the date the Debtors complete the heavy
        maintenance "D" check on the Aircraft;

    (2) On or before January 31, 2006, the Debtors will perform,
        at their expense, the required "D" check on each Aircraft,
        and other required maintenance in accordance with ATA's
        maintenance programs and all applicable FAA regulations;

    (3) Upon the completion of the "D" check on each Aircraft, ATA
        will execute separate non-recourse promissory notes in the
        amount of $1 million each payable to the Bank.  The Notes
        will be amortized over three years at 10% simple interest,
        resulting in monthly payments of $32,267 under each Note.
        ATA's obligations under each Note will be secured by the
        Aircraft;

    (4) Upon satisfaction of both Notes, ATA will own the Aircraft
        securing the Notes free and clear of any liens, claims,
        interest and encumbrances held by the Bank;

    (5) Each Note may be prepaid at any time without any penalty;

    (6) Should a Note be executed before ATA's plan of
        reorganization is confirmed, the Note will be incorporated
        into the plan;

    (7) The Bank will be entitled to keep all adequate protection
        payments made by ATA pursuant to the parties' prior
        stipulation;

    (8) ATA will continue to maintain insurance on each Aircraft;
        and

    (9) The Bank's prepetition general unsecured deficiency claims
        relating to the Aircraft will be allowed for $3 million as
        to N162AT, and $2 million as to N163AT.

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)


AVNET INC: Noteholders Tender $250 Million of 8% Notes Due 2006
---------------------------------------------------------------
Avnet Inc. (NYSE: AVT) accepted for purchase $250 million
principal amount of its 8.00% Notes due Nov. 15, 2006, that were
tendered in response to the company's tender offer for up to
$250 million in principal amount of the $400 million outstanding
principal amount of Notes.  The tender offer expired at 5 p.m.,
New York City time, on Tuesday, Sept. 13, 2005.

Avnet intends to use the proceeds from its recently completed
issuance of $250 million in principal amount of 6.00% Notes due
Sept. 1, 2015, together with cash on hand, to fund the purchase of
the Notes in the tender offer and the payment of accrued interest
and associated expenses.  Payment of the aggregate purchase price,
including accrued interest, is expected to be made promptly. The
company will record a charge in its first fiscal quarter ending
Oct. 1, 2005, of approximately $10.9 million pre-tax and
$7.1 million after-tax, for the premium paid to investors who
tendered their Notes and other expenses associated with the
transaction, net of proceeds from the settlement of interest rate
swaps the company had in place on the Notes prior to tender.

Management does not expect the issuance of the 6.00% Notes and the
tender of the 8.00% Notes to have a material impact on ongoing
interest expense because of the interest rate swaps that were in
place on the tendered Notes.  The issuance of the 6.00% Notes has,
however, effectively extended the maturities of some of the
company's outstanding debt.

Avnet Inc. -- http://www.ir.avnet.com/-- enables success from the
center of the technology industry, providing cost-effective
services and solutions vital to a broad base of more than 100,000
customers and 300 suppliers.  The company markets, distributes and
adds value to a wide variety of electronic components, enterprise
computer products and embedded subsystems.  Through its premier
market position, Avnet brings a breadth and depth of capabilities
that help its trading partners accelerate growth and realize cost
efficiencies. Avnet generated more than $10 billion in revenue in
fiscal 2004 (year ended July 3, 2004) through sales in 68
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Fitch Ratings has revised the Rating Outlook on Avnet, Inc., to
Positive from Stable.  The company's senior unsecured notes are
affirmed at 'BB', and Fitch has assigned a 'BB' rating to the
company's senior unsecured bank credit facility.  Fitch's action
affects approximately $1.2 billion of debt.

The change in the Rating Outlook reflects Avnet's continued
positive momentum in credit protection measures, driven primarily
by improved and more consistent operating performance over the
past two years and, to a lesser extent, debt reduction.  While
recognizing that Avnet's operating performance continues to lag
that of its direct competitor, Arrow Electronics, Inc., Fitch
believes Avnet's ongoing successful cost-restructuring activities
and increasing share of sales from its technology solutions
segment should lower future earnings volatility.

The Positive Rating Outlook also considers Avnet's recent
refinancing of $250 million of 8% senior notes due Nov. 15, 2006,
which the company will fund primarily with net proceeds from its
$250 million issuance of 6% senior notes due 2015.  Fitch believes
that meaningful debt reduction and the resultant further
improvement in credit metrics, as well as exhibiting greater
operational consistency through the semiconductor cycle, will
enable Avnet to maintain adjusted leverage below 4 times (x) and
could result in positive rating action.


AXEDA SYSTEMS: Inks Pact Resolving Patent Dispute with Questra
--------------------------------------------------------------
Axeda Systems and Questra Corporation have resolved their
outstanding patent disputes and entered into a settlement.  Under
the terms of the settlement, Questra has agreed to dismiss the
patent suit it filed in California, and Axeda Systems has agreed
to dismiss the patent suit it filed in Massachusetts.  Terms of
the settlement were not disclosed.

In June 2004, Axeda filed a complaint in the U.S. Federal District
Court in Massachusetts against one of its competitors, Questra
Corporation, for infringement on its U.S. Patent No. 6,757,714.

In November 2004, Questra filed a patent infringement lawsuit
against Axeda in the United States District Court for the Northern
District of California seeking injunctive relief and unspecified
monetary damages for its U.S. Patent No. 6,377,162.

Questra Corporation is a software company leading the development
and marketing of Intelligent Device Management solutions.
Equipment manufacturers use the Questra solution, which
proactively monitors and manages remote intelligent devices, to
provide superior yet cost-effective support to their customers.
General Electric, Heidelberg, Kodak, Scientific Applications
International Corporation (SAIC), Samsung, and Waters, among other
Fortune 1000 companies, have chosen Questra software as part of
their corporate strategies to advance from reactive to proactive
equipment service and support. For more information, visit
www.questra.com.

Axeda Systems Inc. -- http://www.axeda.com/-- is the world's
leading provider of Device Relationship Management (DRM) software
and services.  The Company's flagship product, the Axedar DRM
system helps manufacturing and service organizations increase
revenue while lowering costs, by proactively monitoring and
managing devices deployed at customer sites around the world.
Axeda DRM is a highly scalable, field-proven, and comprehensive
remote management solution that leverages its patented Firewall-
Friendly(TM) technology to enable Machine-to-Machine (M2M)
communication by utilizing the public Internet.  Axeda customers
include Global 2000 companies in many markets including Medical
Instrument, Enterprise Technology, Office and Print Production
Systems, and Industrial and Building Automation industries.  Axeda
has sales and service offices in the U.S. and Europe, and
distribution partners worldwide.

                     Going Concern Doubt

KPMG LLP raised substantial doubt about Axeda Systems Inc.'s
ability to continue as a going concern after it audited the
Company's 2004 financials.  KPMG stated that the Company's
recurring losses from operations and negative cash flows from
operations since inception triggered that doubt.

"Management has developed and begun to implement a plan to address
these issues and allow the Company to continue as a going concern
through at least the end of 2005," the Company said in its Annual
Report.  "This plan includes fundraising from new and current
investors, continued cost-cutting, and stabilizing and growing our
revenue streams.  Although we believe the plan will be realized,
there is no assurance that these events will occur."


BAGETT BROTHERS: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Baggett Brothers Farm, Inc.
             26725 Northeast Bill Baggett Road
             Altha, Florida 32421

Bankruptcy Case No.: 05-50702

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Billy B. & Ada Mae Baggett                 05-50698
      L.N. & Evelyn H. Baggett                   05-50699
      Bobby George & Linda Joan Baggett          05-50700

Chapter 11 Petition Date: September 14, 2005

Court: Northern District of Florida (Panama City)

Debtors' Counsel: Thomas B. Woodward, Esq.
                  P.O. Box 10058
                  Tallahassee, Florida 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456

                                   Total Assets      Total Debts
                                   ------------      -----------
Baggett Brothers Farm, Inc.        $2,005,781         $1,430,874

Billy B. & Ada Mae Baggett         $1,191,666         $1,511,772

L.N. & Evelyn H. Baggett           $1,200,065         $1,503,772

Bobby George & Linda Joan Baggett  $1,166,666         $1,516,228

A. Baggett Brothers Farm, Inc.'s 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Farm Credit of Northwest FL   Farm expenses             $649,772
P.O. Box 7000                 land owned by
Marianna, FL 32447            three brothers

The Bank                      Crops and gov't           $303,757
P.O. Box 507                  payments
Altha, FL 32421               Value of security:
                              $60,000

Altha Farmers Cooperative     2005 fertilizer           $294,858
P.O. Box 98                   chemicals and seeds
Cottondale, FL 32431

Farm Plan                     2004 farm fertilizer,      $72,104
P.O. Box 5328                 chemicals and seed
Madison, WI 53705

Bruce Committee, Ph.D., CIA   Legal fees                  $5,000
Attorney at Law
17 South Palafox Place
Suite 306
Pensacola, FL 32501


B. Billy B. & Ada Mae Baggett's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Agricultural Services &       1136 acres                $550,000
Investments Inc.              Value of security:
1124 West Oglethorpe          $516,894
Albany, GA 31707

The Bank                                                $304,000
P.O. Box 507
Altha, FL 32421

Mike Baggett                  01 Chevy Pick Up            $8,000
P.O. Box 161                  Value of security:
Altha, FL 32421               $1


C. L.N. & Evelyn H. Baggett's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Bank                      Business/personal         $304,000
P.O. Box 507                  guarantee
Altha, FL 32421


D. Bobby George & Linda Joan Baggett's 5 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Agricultural Services &       27640 NE CR 274           $550,000
Investments Inc.              1136 acres
1124 West Oglethorpe          Value of security:
Albany, GA 31707              $516,894

The Bank                      Business debt/            $304,000
P.O. Box 507                  personal guarantee
Altha, FL 32421

Providian Credit Card         Misc. charges               $6,258
P.O. Box 660509
Dallas, TX 75266-0509

The Bank                      Bought grandson             $3,917
P.O. Box 507                  a boat.  Secured
Altha, FL 32421               $5,000 CD


BEAR STEARNS: Expected Losses Cues Fitch to Junk $4.1 Mil. Certs.
-----------------------------------------------------------------
Fitch Ratings takes these actions on Bear Stearns Commercial
Mortgage Securities, commercial mortgage pass-through
certificates, series 1999-WF2:

Fitch downgrades these class:

     -- $4.1 million class L to 'CC' from 'CCC'.

Fitch upgrades these classes:

     -- $43.2 million class B to 'AAA' from 'AA+';
     -- $43.2 million class C to 'AA' from 'A';
     -- $10.8 million class D to 'AA-' from 'A-';
     -- $27.0 million class E to 'A-' from 'BBB';
     -- $10.8 million class F to 'BBB+' from 'BBB-';
     -- $21.6 million class G to 'BBB-' from 'BB+'.

In addition, Fitch affirms these classes:

     -- $76.8 million class A-1 at 'AAA';
     -- $525.8 million class A-2 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $16.2 million class H at 'BB';
     -- $8.1 million class I at 'BB-';
     -- $9.5 million class J at 'B+';
     -- $10.8 million class K at 'B-'.

Fitch does not rate the $3.6 million class M.

The downgrade reflects the expectation that losses will reduce the
balance of class M to zero and significantly impair the balance of
class L.  The upgrades represent the increased credit enhancement
due to paydown and defeasance since Fitch's last rating action.

As of the August 2005 distribution date, the pool's aggregate
balance has been reduced by 24.9%, to $811.5 million from $1.08
billion at issuance.  Fourteen loans (8.2%) have already been
defeased.  The transaction has realized $7.2 million in losses
since issuance.

Currently, there are three loans (2.47%) in special servicing.
The largest asset (1.14%) is collateralized by a retail center in
Waterford Township, MI and is real estate owned.  The current
occupancy at the property is 42% as a result of K-Mart rejecting
their Builder's Square lease in 2002.  The special servicer is
marketing the property for sale.  Based on current valuations for
the property, a loss is projected upon liquidation.

The second largest specially serviced loan (0.87%) is a 440-unit
multifamily property in Jackson, MS.  The loan was transferred to
the special servicer in January of 2005 due to monetary default.
The special servicer is preparing to initiate foreclosure actions
on this property.


BIRCH TELECOM: Committee Balks at DIP Loan & Cash Collateral Use
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Birch Telecom,
Inc., and its debtor-affiliates, tells the U.S. Bankruptcy Court
for the District of Delaware it objects to the Debtors' request to
obtain postpetition financing and use their lenders' cash
collateral.

On August 15, the Court issued an interim order allowing the
Debtors to access cash collateral securing repayment of a $108.7
million debt to the Bank of America.  The Court also allowed the
Debtors to borrow, on an interim basis, $2 million from the Bank
of America.

                  DIP Facility Is Unnecessary

Based on the Debtors' 13-week cash flow projections, the Committee
says there's no need for a DIP facility.  This is further
evidenced by the Debtors' failure to draw on the $2 million
interim DIP loan approved by the Court on August 15, the Committee
says.

                    Excessive Interest Rate

Loans under the DIP Facility carry a 13.5% interest rate.  The
Committee points to six other bankrupt telecommunication companies
paying much lower interest rates for loans under their DIP
facilities:

         Debtor                          Interest Rate
         ------                          -------------
     ATX Communications, Inc.                 10%
     Choice One Communications, Inc.     Prime + 2.00%
     Global Crossing Ltd.                LIBOR + 3.50%
     Superior Telecom                    LIBOR + 3.50%
     Touch America Holdings, Inc.        Prime + 3.75%
     WorldCom/MCI                        LIBOR + 3.50%

                       Excessive Fees

The DIP facility also requires the Debtors to pay a 3% commitment
fee and an annual commitment fee of 0.5% of the unused portion of
the total commitment, totaling $175,000.  In addition, the Debtors
are required to pay an $85,000 Administrative Agent's Fee.  Before
one dollar is actually borrowed, the Committee complains, the
propose to pay commitment fees totaling 5.2% of the unnecessary
DIP facility.  The Committee says DIP Loan Commitment Fees in
other cases range from 0.25% to 3.00%.

                       Other Concerns

The Committee also objects to the establishment of a restricted
account that will hold any excess cash from the Debtors'
operations.  The account will not allow the Debtors to withdraw
any funds without the lenders' consent.

Furthermore, the Committee faults the granting of priority and
super-priority administrative expense claims to the lenders.
This, the Committee contends, is tantamount to saying that general
unsecured creditors won't get any distribution.

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


BISHOP GOLD: Inks Settlement Pact with Guardsman Resources
----------------------------------------------------------
Bishop Gold Inc. (TSX VENTURE:BSG) entered into a joint venture
and settlement proposal for:

   -- the settlement of outstanding disputes relating to the
      Mineral Claim Purchase and Sale Agreement between Guardsmen
      Resources Inc. and Bishop dated July 22, 2003; and

   -- the development of the Al/Bonanza property located in the
      Toodoggone district of North Central British Columbia.

Pursuant to the key terms of the JV Proposal, Bishop has agreed:

     (i) to pay to Guardsmen the aggregate sum of $275,008.66
         representing amounts outstanding to Guardsmen pursuant to
         the terms of the Toodoggone Agreement and exploration
         activities undertaken by Guardsmen on Bishop's behalf;

    (ii) to place $350,000 in an escrow account for the payment of
         future Guardsmen invoices for services relating to the
         fall exploration program of Bishop;

   (iii) until the expiration of the Toodoggone Agreement, not to
         transfer any of the claims on Bishop's Lawyers Property
         located in the Toodoggone district of North Central
         British Columbia without the prior approval of Guardsmen;
         and

    (iv) to enter into a joint venture agreement with Guardsmen
         whereby Guardsmen and Bishop will develop the Al/Bonanza
         property on an 85%/15% ownership basis, respectively.

The required work commitment of Bishop for the Lawyers mineral
claims for the period July 23, 2005, to July 22, 2006, pursuant to
the Toodoggone Agreement has been reduced from $1,000,000 to
$500,000, with the $500,000 reduction added to the last year of
the Toodoggone Agreement from July 23, 2007, to July 22, 2008.

Pursuant to the proposed terms of the Al/Bonanza Joint Venture,
Guardsmen will also be required to expend a minimum of $400,000 in
exploration expenditures during a 60-month period and will be the
exclusive operator of the Al/Bonanza property.  Guardsmen will be
able to purchase Bishop's 15% interest in the Al/Bonanza property
for the term of the Al/Bonanza Joint Venture for a purchase price
of $400,000.

Bishop Gold is a junior precious metals exploration company
focused on the acquisition and development of mineral properties
of historical exploration and past production merit in Western and
Northern Canada. Bishop owns 100% of two significant epithermal
gold prospects; the "The Lawyers Group" and "The Ranch" (also
known as "The Al Group") properties in the Toodoggone region of
north-central British Columbia.  Bishop also owns 100% of the
Gordon Lake Property in the Giant Bay Region near Yellowknife,
NWT.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Bishop Gold received a notice from Guardsmen Resources Inc., the
vendor of its Al/Bonanza and Lawyers properties located in the
Toodoggone district of North Central British Columbia.  Guardsmen
Resources claimed that Bishop Gold is in default pursuant to terms
of the Mineral Claim Purchase and Sale Agreement between Guardsmen
and Bishop dated July 22, 2003, due to a delayed royalty payment
to Guardsmen.

Concurrently with the delivery of this notice, Mr. Scott Gifford,
a director of Bishop as well as a director and significant
shareholder of Guardsmen, officially tendered his resignation as a
director of Bishop.  Following the resignation, the Company
currently has three active directors and is actively seeking
another independent director for the board.


BISHOP GOLD: Issuing 24 Million Units Via Private Placement
-----------------------------------------------------------
Bishop Gold Inc. (TSX VENTURE:BSG) disclosed a private placement
offering for maximum gross proceeds of $1,200,000 through the
issuance of a total of 24,000,000 units of the Corporation at a
purchase price of $0.05 per unit.  Each Unit will consist of one
common share and one common share purchase warrant.  Each Warrant
will entitle the holder to acquire one common share of the Company
for a period of two years at an exercise price of $0.10 per share.

Proceeds from this private placement will be used to fund the
current work program on the Bishop's Lawyers Property group of
claims in the Toodoggone region of British Columbia, and the
remaining funds will be used for general working capital.

This placement are subject to acceptance by regulatory authorities
and the TSX Venture Exchange.  The shares issued under the private
placement will be subject to a four-month hold period.  A finder's
fee may be paid in connection with the private placement.

Bishop Gold is a junior precious metals exploration company
focused on the acquisition and development of mineral properties
of historical exploration and past production merit in Western and
Northern Canada. Bishop owns 100% of two significant epithermal
gold prospects; the "The Lawyers Group" and "The Ranch" (also
known as "The Al Group") properties in the Toodoggone region of
north-central British Columbia.  Bishop also owns 100% of the
Gordon Lake Property in the Giant Bay Region near Yellowknife,
NWT.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Bishop Gold received a notice from Guardsmen Resources Inc., the
vendor of its Al/Bonanza and Lawyers properties located in the
Toodoggone district of North Central British Columbia.  Guardsmen
Resources claimed that Bishop Gold is in default pursuant to terms
of the Mineral Claim Purchase and Sale Agreement between Guardsmen
and Bishop dated July 22, 2003, due to a delayed royalty payment
to Guardsmen.

Concurrently with the delivery of this notice, Mr. Scott Gifford,
a director of Bishop as well as a director and significant
shareholder of Guardsmen, officially tendered his resignation as a
director of Bishop.  Following the resignation, the Company
currently has three active directors and is actively seeking
another independent director for the board.


CARRIER ACCESS: Reports 1st & 2nd Qtr. Financial Results
--------------------------------------------------------
Carrier Access Corporation (NASDAQ: CACSE), a manufacturer of
broadband communications equipment, reported results for its first
quarter ended March 31, 2005, and for its second quarter ended
June 30, 2005.

                     Financial Results

Revenue for the first quarter of fiscal 2005 was $14.7 million
compared with $28.5 million for the first quarter of fiscal 2004.
Net loss for the first quarter of 2005 was $5 million, compared
with net income for the first quarter of fiscal 2004 of
$2.9 million.

Revenue for the second quarter of fiscal 2005 was $18.9 million
compared with $29.5 million for the second quarter of fiscal 2004.
Net loss for the second quarter of 2005 was $1.4 million, compared
with net income for the second quarter of fiscal 2004 of
$2.9 million.

The Company ended the second quarter with $101.6 million in cash,
cash equivalents and marketable securities.

In addition, the Company filed its Quarterly Reports on Forms 10-Q
for the first quarter of fiscal 2005 on Sept. 13, and for the
second quarter of fiscal 2005 on Sept. 14, with the Securities and
Exchange Commission this week.

The Company requested and received an exception from the NASDAQ
Listing Qualifications Panel to file its quarterly financial
results for the quarter ended June 30, 2005, on Sept. 13, 2005.
The Company sought an additional one-day exception from the NASDAQ
Listing Qualifications Panel until Sept. 14, 2005, to file its
Form 10-Q for the quarter ended June 30, 2005.  There can be no
assurance, however, that the Panel will grant any additional
exception.

Carrier Access president, CEO and chairman Roger Koenig stated:
"Although our quarterly revenues were less than those reported in
2004, we believe we made good progress from the first to the
second quarter in coming closer to profitability. We increased our
gross margins and decreased our net loss, while absorbing
significant legal and accounting expenses associated with our
restatements. We continue to view 2005 positively."

Mr. Koenig further added: "We are excited about our FLEXengine
technology introduction and are very pleased with its reception by
major wireless customers and partners.  We continue to believe
that we are well positioned in our Converged Access and Wireless
Access markets and that we will benefit in these areas as VoIP and
3G service implementations continue to grow."

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

                         *     *     *

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

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

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

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

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

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

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

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


CATHOLIC CHURCH: Court Approves Tucson's Catholic Foundation Deal
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Tucson of Diocese's settlement agreement with Catholic Foundation.

As reported in the Troubled Company Reporter on August 10, 2005,
the Diocese and the Catholic Foundation are well aware of the
risks associated with litigating the potential avoidance action
and indemnity claims although the parties are confident:

   -- that none of the elements of a fraudulent transfer are
      applicable to the Foundation's purchase of the Pastoral
      Center; and

   -- of the separate corporate identity of the Foundation.

Accordingly, the Diocese and the Foundation entered into a
settlement.

The salient terms of the Settlement are:

   (a) The Catholic Foundation will contribute $300,000 to the
       Diocese in annual installments of $100,000 over a three-
       year period beginning on the Plan Effective Date.  The
       Foundation Contribution is restricted to use for resolving
       certain parishes' indebtedness to the Diocese for services
       and advances, which were provided before the Petition Date
       Case and that the Diocese believes is unlikely to be
       repaid in the foreseeable future;

   (b) The parties exchange mutual releases from any and all
       claims, including avoidance actions held by the Diocese
       and indemnity and contribution claims held by the
       Catholic Foundation in relation to Tort Claims.  The
       the releases do not apply to any claims arising out
       of the Lease or to any current accounts payable owed by
       either party to the other; and

   (c) The Catholic Foundation will be deemed to be a
       Participating Third Party under the Plan, so that the
       Foundation will have the benefit of being a Released
       Party, as those terms are used in the Plan.

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)


CDC MORTGAGE: Fitch Lowers Rating on 5 Certificate Classes
----------------------------------------------------------
Fitch Ratings has taken rating actions on these CDC Mortgage
Capital Trust Home Equity issues:

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2002-HE1

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A';
     -- Class B downgraded to 'BB+' from 'BBB-'.

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2002-HE2

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 downgraded to 'BB+' from 'BBB';
     -- Class B-2 downgraded to 'BB' from 'BBB-'.

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2002-HE3

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 downgraded to 'BBB-' from 'BBB';
     -- Class B-2 downgraded to 'BB+' from 'BBB-'.

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2003-HE1

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class M-3 affirmed at 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 affirmed at 'BBB-'.

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2003-HE2

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'A-';
     -- Class B-1 affirmed at 'BBB+';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-3 affirmed at 'BBB-'.

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2003-HE3

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'A-';
     -- Class B-1 affirmed at 'BBB+';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-3 affirmed at 'BBB-'.

CDC Mortgage Capital Trust mortgage pass-through certificates,
series 2003-HE4

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'A-';
     -- Class B-1 affirmed at 'BBB+';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-3 affirmed at 'BBB-'.

The mortgage loans in the aforementioned transactions consist of
fixed-rate and adjustable-rate mortgages extended to sub-prime
borrowers and are secured by first and second liens, primarily on
one- to four-family residential properties.

As of the August 2005 distribution date, the transactions are
seasoned from a range of 21(2003-HE4) to 40(2002-HE1) months and
the pool factors (current mortgage loan principal outstanding as a
percentage of the initial pool) range from approximately 15%
(2002-HE2) to 42% (2003-HE4).

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1 billion outstanding certificates.  The negative rating actions,
which affect approximately $57 million outstanding certificates,
reflect deterioration in the relationship between credit
enhancement and future expected losses.

While Fitch feels there is no material risk of a principal
writedown of the downgraded classes under the expected-case
scenario, the affected classes are currently unable to
satisfactorily sustain the projected stressed-case scenarios
required to maintain their respective initial ratings.

In addition to projecting collateral performance when analyzing
the relationship between credit enhancement and future expected
losses, Fitch also focuses on the step-down features of the
transaction.  All of the above referenced transactions are passing
delinquency and loss triggers and have allowed credit enhancement
targets to step-down or are expected to let credit enhancement
targets step-down.

The delinquency trigger tests set delinquency thresholds as a
percentage of the senior class credit enhancement.  Due to faster-
than-expected prepayments, the senior class credit enhancement has
grown significantly which has resulted in relatively high
delinquency threshold tests.  As a result, all of the transactions
have passed, or are expected to pass, their respective triggers at
the step-down date or shortly thereafter.  The step-down of credit
enhancement targets due to high delinquency trigger thresholds has
resulted in, or is expected to result in, a relationship between
credit enhancement and expected losses that requires downgrades in
some cases.

In addition to the delinquency trigger tests, the transactions
also have cumulative loss trigger tests.  It is unlikely that
cumulative losses as a percentage of the initial pool balance will
exceed the loss trigger thresholds due, in part, to rapid
prepayments which have resulted in the outstanding pool balance
declining significantly faster than expected.  However, when
assessing the credit risk of outstanding bonds, Fitch focuses on
the expected loss as a percentage of the remaining pool balance.

While the current expected loss as a percentage of the initial
pool balance is only modestly higher than the initial
expectations, the expected loss as a percentage of the remaining
pool balance is significantly higher than was initially expected
at this point in the pools' seasoning.

As of the August 2005 distribution date, the pool factor for
series 2002-HE1 is approximately 19%.  60+ delinquencies
(including bankruptcies, foreclosures, and real estate owned) are
approximately 27.14% of the current pool and the cumulative losses
are 1.7% of the original balance.

The pool factor for series 2002-HE2 is approximately 15%.  For the
past seven months, the net monthly losses has exceeded the excess
spread available therefore resulting in the continuous decline of
over-collateralization, currently at $1,954,093 or 3.19% of the
collateral balance.  60+ delinquencies currently stand at 28.31%
of the current pool while the cumulative losses are at 1.97% of
the original balance.

The pool factor for series 2002-HE3 is approximately 17%.  Class
60+ delinquencies are roughly 26.20% of current pool and the
cumulative losses are at 1.50% of the original balance.  OC was
declining prior to August 2005, and although currently on target
due to step-down and OC release, it is expected that OC will
continue to decline.

All of the CDC deals mentioned above, with the exception of CDC
2002-HE3, are serviced by Ocwen Federal Bank FSB, rated 'RPS2' by
Fitch.  CDC 2002-HE3 is serviced by Select Portfolio Servicing
Inc., rated 'RPS2-' by Fitch.

Fitch will continue to closely monitor these transactions.
Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch web site
at http://www.fitchratings.com/


CELERO TECHNOLOGIES: U.S. Trustee Will Meet Creditors on Sept. 28
-----------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Celero Technologies Inc.'s creditors at 2:00 p.m., on Sept. 28,
2005 at the Office of the U.S. Trustee, Meeting Room located at
Suite 501, 833 Chestnut Street in Philadelphia, Pennsylvania.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., and Robert A.
Kargen, Esq., at White and Williams LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.


CENTRAL PARKING: Extends Dutch Auction Tender Offer Until Sept. 30
------------------------------------------------------------------
Central Parking Corporation (NYSE:CPC) extended its "Dutch
Auction" tender offer for up to 4,400,000 shares of its common
stock.  The tender offer, which was previously scheduled to expire
on Sept. 14, 2005, has been extended until 5:00 p.m. New York City
time on Sept. 30, 2005.  The Company has extended the tender offer
to provide shareholders with additional time to consider certain
developments in the Company's fourth fiscal quarter ending
Sept. 30, 2005.

The Company continues to make progress in executing its previously
announced strategic plan designed to streamline operations and
focus on core competencies and key markets with the greatest
potential for growing profits.  In connection with this process,
the Company has reached tentative agreement to sell its fifty
percent interest in its joint venture in Mexico, which is expected
to result in a non-cash loss on the sale of approximately
$1.7 million in the fourth fiscal quarter. The Company would
receive a cash payment at closing of $325,000 and a secured
promissory note of approximately $3.7 million in repayment of the
joint venture's indebtedness to the Company.  This transaction is
subject to the negotiation and execution of a definitive
agreement, and there can be no assurance that the transaction will
be completed or that it will be completed on the terms described
above.

The Company has become aware of issues concerning certain related
party transactions and accounts receivables in its United Kingdom
operations.  The Company is investigating this situation and
believes that there may be a negative financial impact relating to
these matters.  The Company currently cannot provide an estimate
of the financial impact of these matters.  The United Kingdom
operations generated approximately 2.7% of the Company's revenues
through the first three quarters of the current fiscal year.

The Company conducts operations in the geographic region impacted
by Hurricane Katrina, including New Orleans, Louisiana, which
operations have been adversely affected.  The Company is in the
process of evaluating the impact of Hurricane Katrina, and
currently anticipates that its earnings will be reduced by
approximately $200,000 in the fourth quarter as a result of the
storm.

The Company anticipates that it will provide additional
information on the foregoing matters prior to the expiration date
of the tender offer.

The Company's "Dutch Auction" tender offer is extended to 5:00
p.m. New York City time on Sept. 30, 2005, unless the Company
elects to further extend the tender offer.  This extension was
made in order to ensure that the information contained herein and
in an amendment to the Company's Schedule TO being filed today is
available to shareholders for a sufficient period of time prior to
the expiration of the self-tender.  All terms and conditions of
the Offer to Purchase and related material distributed to
shareholders, as amended on Sept. 14 and on Aug. 29, 2005,
continue to apply to the tender offer, as extended.

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

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit and 'BB-' bank loan ratings.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 16, 2005.
The CreditWatch listing followed the company's announcement that
it had engaged Morgan Stanley to assist in pursuing various
strategic alternatives, including the possible sale or
recapitalization of the company.  The CreditWatch listing also
reflected Standard & Poor's concern over management turnover
following the resignation of the company's former Chief Financial
Officer.

S&P said the outlook is negative.  Total debt outstanding as of
June 30, 2005, was $245 million, excluding operating leases.


CHOICE HOTELS: Board Declares Two-for-One Stock Split
-----------------------------------------------------
The Board of Directors for Choice Hotels International, Inc.
(NYSE:CHH) has declared a two-for-one stock split effected in the
form of a stock dividend effective Oct. 21, 2005 to shareholders
of record on Oct. 7, 2005.

The Board also approved an increase in the cash dividend on the
common stock from $0.225 to $0.26 per share, payable on Oct. 21,
2005 to shareholders of record on Oct. 7, 2005.  This increase
will result in an annual dividend per share of $1.04, a 15.6%
increase from the previous annual dividend of $0.90.  These cash
dividend amounts are on a pre-split basis and will be adjusted
after the split to reflect the two-for-one split.

"We are pleased to announce the increase in our cash dividend and
the two-for-one stock split," said Charles A. Ledsinger, Jr.,
president and chief executive officer.  "These actions reflect our
confidence in Choice Hotels and our belief that the incremental
shares outstanding and the subsequent price adjustment will result
in added liquidity and a broader investor base going forward."

He added, "Our company remains committed to building long-term
value for shareholders through substantial cash dividends,
opportunistic share repurchases and continued investment in growth
opportunities."

Choice Hotels International -- http://www.choicehotels.com/--  
franchises more than 5,000 hotels, representing more than 400,000
rooms, in the United States and more than 40 countries and
territories.  As of June 30, 2005, 471 hotels are under
development in the United States, representing 36,058 rooms, and
an additional 92 hotels, representing 8,329 rooms, are under
development in more than 40 countries and territories.  The
company's Cambria Suites, Comfort Inn, Comfort Suites, Quality,
Clarion, Sleep Inn, Econo Lodge, Rodeway Inn and MainStay Suites
brands serve guests worldwide.

At June 30, 2005, Choice Hotels' balance sheet showed a
$185,127,000 stockholders' deficit, compared to a $203,053,000
deficit at Dec. 31, 2004.


CITIGROUP MORTGAGE: Fitch Puts BB+ Rating on $13MM Private Certs.
-----------------------------------------------------------------
Fitch has rated the Citigroup Mortgage Loan Trust Inc., asset-
backed pass-through certificates, series 2005-OPT4, which closed
on Sept. 9, 2005:

     -- $759.14 million classes A1 and A-2A through A-2D 'AAA';
     -- $34.99 million class M-1 'AA+';
     -- $31.11 million class M-2 'AA+';
     -- $18.47 million class M-3 'AA';
     -- $16.52 million class M-4 'AA-';
     -- $14.58 million class M-5 'A+';
     -- $14.58 million class M-6 'A';
     -- $12.15 million class M-7 'A-';
     -- $10.69 million class M-8 'BBB+';
     -- $7.78 million class M-9 'BBB';
     -- $7.29 million class M-10 'BBB';
     -- $9.72 million class M-11 'BBB-';
     -- $13.12 million privately offered class M-12 'BB+';
     -- $9.72 million privately offered class M-13 'BB'.

The 'AAA' rating on the senior certificates reflects the 21.90%
total credit enhancement provided by the 3.60% class M-1, the
3.20% class M-2, the 1.90% class M-3, the 1.70% class M-4, the
1.50% class M-5, the 1.50% class M-6, the 1.25% class M-7, the
1.10% class M-8, the 0.80% M-9, the 0.75% class M-10, the 1.00%
class M-11, the 1.35% privately offered class M-12, the 1.00%
privately offered class M-13, and the initial and target
overcollateralization of 1.25%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Option One Mortgage Corp. as servicer
and Wells Fargo Bank, N.A., as trustee.

Two collateral groups support the certificates.  The Group I
mortgage pool consists of fixed and adjustable-rate mortgage loans
with principal balances that conform to Freddie Mac loan limits
and have a cut-off date pool balance of $390,587,301.

Approximately 17.65% of the mortgage loans are fixed-rate and
82.35% are adjustable-rate mortgage loans.  The weighted average
current loan rate is approximately 7.330%.  The weighted average
remaining term to maturity is 354 months.  The average principal
balance of the loans equals $157,115.  The weighted average
combined loan-to-value ratio is 81.58%.  The properties are
primarily located in California (15.50%), New York (9.40%) and
Florida (9.12%).

The Group II mortgage pool consists of fixed and adjustable-rate
mortgage loans with principal balances that may or may not conform
to Freddie Mac loan limits and have a cut-off date pool balance of
$581,423,165.  Approximately 15.27% of the mortgage loans are
fixed-rate and 84.73% are adjustable-rate mortgage loans.  The
weighted average current loan rate is approximately 7.328%.  The
weighted average remaining term to maturity is 355 months.  The
average principal balance of the loans equals $209,220.  The
weighted average CLTV ratio is 81.69%.  The properties are
primarily located in California (24.69%), New York (10.13%) and
Florida (9.95%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

Option One was incorporated in 1992, and began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is in turn a subsidiary of H
& R Block, Inc.


CSAM HIGH: Fitch Junks $35 Million Sr. Secured Fixed-Rate Notes
---------------------------------------------------------------
Fitch Ratings upgrades one class, affirms one class, and
downgrades two classes of notes issued by CSAM High Yield Focus
CBO, Ltd.  In addition all notes are removed from Rating Watch.

These actions are the result of Fitch's review process and are
effective immediately:

     -- $55,361,162 class A-1 senior secured notes upgraded to
        'BB+' from 'B-' and removed from Rating Watch Positive;

     -- $9,000,000 class A-2 senior secured notes affirmed at
        'CCC-' and removed from Rating Watch Negative;

     -- $35,000,000 class B-1 senior secured fixed-rate notes
        downgraded to 'C' from 'CC' and removed from Rating Watch
        Negative;

     -- $25,000,000 class B-2 senior secured floating-rate notes
        downgraded to 'C' from 'CC' and removed from Rating Watch
        Negative.

These actions are the result of the Interest Default Test which
breached the maximum cumulative default trigger of 40% on the Aug.
1, 2005 trustee report.  As a result, the payment waterfall on
future payment dates will change so that the class A-1 noteholders
will receive all available cash proceeds until the A-1 notes are
fully redeemed or the coverage tests are brought into compliance.
Subsequently, all cash proceeds are applied sequentially in a
similar manner.

As a result of this change, the class A-2 notes will not receive
timely interest payment on the next several payment dates.  This
will trigger an event of default that gives the controlling party,
currently the A-1 noteholders, the option to accelerate the
maturity of the transaction.

Recovery prospects for the class A-2 noteholders under accelerated
maturity may be low given current market conditions. Regardless of
the decision to accelerate, the class B notes are likely severed
from all future cash flows.

The rating of the classes A-1 and A-2 notes addresses the
likelihood that investors will receive timely and compensating
interest payments, as well as the stated balance of principal by
the final payment date.  The rating of the classes B-1 and B-2
notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as well as the stated
balance of principal by the final payment date.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


EAGLEPICHER HOLDINGS: Subsidiary in Japan Wants Case Dismissed
--------------------------------------------------------------
Eagle-Picher Far East, Inc., is a wholly-owned subsidiary of
EaglePicher Inc.  It maintains two sales offices in Japan.  The
company's sole business activity is to act as a sales agent for
EPI in Japan.

As permitted by a Court order on June 30, 2005, Eagle-Picher Far
East paid all of its operating liabilities and is current on its
postpetition obligations.

The company is a party and guarantor to a postpetition credit
agreement among the Debtors and Harris, N.A., acting as collateral
and administrative agent for a group of lenders.  Despite being
current on its financial obligations, Eagle-Picher Far East filed
for chapter 11 because its potential liability under the credit
agreement far exceeds its assets.

The company's filing for chapter 11 protection alarmed its vendors
and employees in Japan resulting in potential harm to its
operations.  To correct this, the Debtor asks the U.S. Bankruptcy
Court for the Southern District of Ohio to dismiss its case.  In
addition, the filing of monthly operating reports with the Court
is cumbersome for the company.

Harris, N.A., consented to the dismissal of Eagle-Picher Far
East's bankruptcy proceeding.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $535 million in consolidated
assets and $730 in consolidated debts.


ELITE TECHNICAL: Makes Proposal to Creditors Under Canadian BIA
---------------------------------------------------------------
Elite Technical Inc. (TSX VENTURE:ET) terminated its agreement
with Wolverton Securities Ltd. due to market conditions in order
to raise $3.5 million pursuant to the prospectus previously filed
on July 29, 2005.

In addition, the Company filed a Notice of Intention to make a
Proposal under the Bankruptcy and Insolvency Act to Creditors and
is in discussions with its lenders while it continues operations
and evaluates strategic alternatives for the Company.  Subject to
certain conditions the chartered bank that provides Elites main
lending facility has agreed not to enforce any security held by it
until Oct. 11, 2005.

Elite Technical -- http://www.etechi.com/-- is a Calgary-based
manufacturer of high-quality, high-reliability cable assemblies
and connection solutions for use in a broad range of consumer
products, commercial and industrial products, and electrical
systems.  Elite is listed for trading on the TSX Venture Exchange
under the symbol "ET." and has 10,999,650 common shares
outstanding.


ENTERPRISE CORRUGATED: Case Summary & 27 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Enterprise Corrugated Container Corporation
        575 North Midland Avenue
        P.O. Box 512
        Saddle Brook, New Jersey 07662

Bankruptcy Case No.: 05-40083

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Chad Holding Company                       05-40086
      A.P. Holding Company                       05-40090

Type of Business: The Debtors manufactures high quality corrugated
                  cardboard container products, boxes, sheets,
                  displays and shipping cartons.
                  See http://www.enterprisecorrugated.com/

Chapter 11 Petition Date: September 15, 2005

Court: District of New Jersey (Newark)

Debtors' Counsel: Richard Honig, Esq.
                  Hellring, Lindeman, Goldstein & Siegal
                  One Gateway Center, 8th Floor
                  Newark, New Jersey 07102
                  Tel: (973) 621-9020

Financial Condition as of September 15, 2005:

      Total Assets:   $910,000

      Total Debts:  $2,352,433

A.  Enterprise Corrugated Container Corporation's 20 Largest
    Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Teamsters Local 560 Benefit Funds             $702,971
707 Summit Avenue
Union City, NJ 07087

Saddle Brook Water Co.                         $60,318
93 Market Street
Saddle Brook, NJ 07663

Amerada Hess Corp.                             $45,566
P.O. Box 11508
Newark, NJ 07663

Penske Truck Leasing                           $23,384

John Cecere Discharge Claim                    $15,616

Marquip                                        $12,744

BMW Financial Services                         $11,192

New Jersey Transit                             $11,089

JM Fry                                          $9,959

Professional Packing Company                    $9,593

Hermann Leasing Company                         $9,098

National Starch & Chemical                      $7,592

Encore Packing Systems                          $7,110

Trucking Employee Pension & Welfare Fund        $6,970

PSE&G                                           $6,690

BHS Corrugated                                  $6,383

Livingston Management                           $6,300

Super Quality Oil                               $6,099

Ken's Marine Service                            $5,960

Teamsters                                       $5,737

B.  Chad Holding Company's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Teamsters Local 560 Benefit Funds             $702,971
704 Summit Avenue
Union City, NJ 07087

Island Container Corporation                  $600,000
IEC Realty, LLC
263 Merrit Avenue
Wyandanch, NY 11798

North Fork Bank                               $600,000
275 Broadhollow Road
Melville, NY 11747
Attn: Michael S. Burns

Saddle Brook Water Company                     $50,318
93 Market Street
Saddle Brook, NJ 07663

C.  A.P. Holding Company's 3 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Teamsters Local 560 Benefit Funds             $702,971
704 Summit Avenue
Union City, NJ 07087

Island Container Corporation                  $600,000
IEC Realty, LLC
263 Merrit Avenue
Wyandanch, NY 11798

North Fork Bank                               $600,000
275 Broadhollow Road
Melville, NY 11747
Attn: Michael S. Burns


FEDDERS CORP: Sr. Noteholder & Sr. Lender Agree to Waive Defaults
-----------------------------------------------------------------
Fedders Corporation (NYSE: FJC) completed an agreement with
holders representing more than a majority in principal amount of
Fedders North America's $155 million principal amount of 9-7/8%
Senior Notes due 2014 for a waiver of the existing event of
default under the Senior Notes.

The event of default results from the Company's failure to timely
file its Form 10-K for the year ended Dec. 31, 2004, and to timely
file its subsequent quarterly reports, as previously announced.

The Company has also completed an agreement with its senior lender
for a waiver of the default under its agreement with the senior
lender, also related to the failure to timely file the Form 10-K
and subsequent quarterly reports.  The agreement with the holders
of the Senior Notes modifies certain provisions of the indenture
pursuant to which the Senior Notes were issued to, among other
things, include the Company in the indenture covenants.  Fedders
North America paid all accrued interest due on the Senior Notes on
Sept. 14, 2005.

In a presentation to the holders of the Senior Notes held on
July 27, 2005, the Company disclosed, under the terms of a
confidentiality agreement which expired on Sept. 14, that it has
offered for sale all of the capital stock of Melcor, its thermal
management subsidiary, and an industrial facility and 182 acres of
development property in Walkersville, Maryland.  The Company
currently expects minimum cash proceeds from the two transactions
to total in excess of $30 million.  An auction of the facility and
property in Maryland will take place on Nov. 1, 2005.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                     *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Fedders Corporation has outstanding $155 million in principal
amount of 9-7/8% Senior Notes due 2014, which are governed by an
indenture between the Company and U.S. Bank National Association,
a national banking association, as trustee.

The Company has not yet filed with the Securities and Exchange
Commission, its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 or its Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2005, the filing of which are
required under the Indenture.

On May 25, 2005, the Trustee issued a notice that the Company's
failure to file the Form 10-K is a default under the Indenture and
that the Company was required to file the Form 10-K as required
under the Indenture no later than June 24, 2005, the thirtieth day
following receipt of the Trustee's notice, in order to avoid an
event of default on the Senior Notes.  The Company was unable to
file the Form 10-K on or prior to June 24, 2005, and therefore an
event of default has occurred under the Indenture.  Upon the
occurrence of an event of default, the Trustee or holders of at
least 25% of the aggregate principal amount of the Senior Notes
outstanding can declare all Senior Notes to be due and payable
immediately. Such acceleration would require an additional notice
to the Company.

The Company is in contact with the Trustee on a periodic basis to
advise the Trustee of the status of the filing of its Annual
Report.  The Company believes it is in compliance with all other
terms of the Senior Notes.


FLIP FIT-N-FUN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Flip, Fit-N-Fun, LLC
        150 East Pennsylvania Avenue, Suite 450
        Downingtown, Pennsylvania 19335

Bankruptcy Case No.: 05-32535

Type of Business: The Debtor operates a sports gym
                  located in Downingtown, Pennsylvania.

Chapter 11 Petition Date: September 14, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Michael T. Taylor, Esq.
                  Siana, Bellwoar & McAndrew, LLC
                  941 Pottstown Pike, Suite 200
                  Chester Springs, Pennsylvania 19425
                  Tel: (610) 321-5500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not yet file a list of its 20 Largest Unsecured
Creditors as of press time.


FOREST & MARINE: Amends & Restates Forbearance Pact with CIT
------------------------------------------------------------
Forest & Marine Investments Ltd. (TSX VENTURE:FME) entered into a
further amended and restated forbearance agreement with its credit
facility lenders, CIT Business Credit Canada Inc.

Pursuant to this agreement, CIT has agreed to continue to provide
the Partnership access to the credit facilities under the
financing agreement with CIT, and, provided that no new default
occurs, to forbear, until Oct. 7, 2005.

In consideration of CIT's agreement to forbear, during the
Forbearance Period, the rate of interest applicable to all prime
rate loans will be equal to the Canadian Imperial Bank of Commerce
prime rate plus 2%.  In addition, the Partnership will pay to CIT
a further non-refundable forbearance fee in an amount equal to
$50,000 and will be subject to reporting and other financial
requirements as set out in the forbearance agreement.

The Forest & Marine Group of companies includes the Partnership,
Forest & Marine Financial Corporation as general partner, the
Company, the Trust, Forest & Marine Capital Ltd., Forest & Marine
Insurance Services Ltd., Treesea Holdings Inc., and Staffordshire
Trust Company.

Through the Partnership, the Forest & Marine Group is engaged
primarily in the financing of heavy mobile equipment, helicopters,
tugs and barges utilized in the forest products and marine
industries, as well as other non-forestry related businesses such
as supermarkets and food distribution, feeder airlines, commercial
fishing and processing and wholesale glass distributors.  All
business is conducted by the Partnership.

The Forest and Marine Group have extensive knowledge of the
forestry and marine industries; its primary focus is to provide
funding to independent logging contractors and marine operators.
The Forest and Marine Group's geographic target markets are
communities on Vancouver Island, the Queen Charlottes and
throughout coastal British Columbia.  Its customers employ in
excess of 3,000 people.  The Forest and Marine Group has provided
specialized credit facilities for this niche market since 1983.


HASTINGS MANUFACTURING: Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor: Hastings Manufacturing Company
        325 North Hanover Street
        Hastings, Michigan 49058

Bankruptcy Case No.: 05-13047

Type of Business: The Debtor makes piston rings for the
                  automotive aftermarket.  Customers include
                  engine rebuilders, retail outlets, and
                  warehouse distributors.  Hastings Manufacturing
                  also makes piston rings for OEMs.  Through a
                  joint venture, the company sells additives for
                  engines, transmissions, and cooling systems
                  under the Casite brand name.  Hastings
                  Manufacturing distributes its products
                  throughout the US and Canada.  See
                  http://www.hastingsmanufacturing.com/

Chapter 11 Petition Date: September 14, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Stephen B. Grow, Esq.
                  Warner Norcross & Judd, LLP
                  900 Fifth Third Center
                  111 Lyon Street Northwest
                  Grand Rapids, Michigan 49503
                  Tel: (616) 752-2158

Total Assets: $26,797,631

Total Debts:  $28,625,099

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   The Hastings Manufacturing Company            $1,183,364
   Hourly Rate Employee Pension Plan
   c/o Pension Benefit Guaranty Corporation
   Att: William McCarron, Jr.
   1200 K. Street Northwest
   Washington, DC 20005-4026

   Allegheny Ludlum Steel Corp.                    $204,196
   RIDC Park North
   609 Epsilon Drive
   Pittsburgh, PA 15238

   United Engine & Machine Co.                     $198,467
   4909 Goni Road
   Carson City, NV 89702

   Amerisure                                       $196,430

   Hastings City Treasurer                          $91,844

   Tokusen USA, Inc.                                $83,508

   The Hastings Manufacturing Company               $83,293
   Office Clreical UAW Local 138
   Retirement Income Plan

   Haldex Garphyttan Corp.                          $49,119

   Brooke Cutting Tools Inc.                        $45,179

   Federal Mogul Power Train Div.                   $42,225

   Metal Management Ohio, Inc.                      $39,529

   Piston Engine Parts, Inc.                        $31,538

   Alro Industrial Supply                           $25,118

   Oakes Carton Co.                                 $25,090

   Menon Group                                      $23,024

   Atotech                                          $22,024

   Gibbs Wire & Steel Company                       $19,993

   Osram Slvania Inc.                               $19,080

   Rocky Mountain Pack Products                     $16,819

   Heatbath Corporation                             $16,344


JILLIAN'S ENT: Claims Objection Deadline Extend Until Nov. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
further extended until November 30, 2005, the period by which
Steven L. Victor, the Plan Administrator of Jillian's
Entertainment Holdings, Inc., and its debtor-affiliates' cases,
can file avoidance actions and objection to claims.

Mr. Victor is currently and actively engaged in the process of
reconciling and otherwise attempting to resolve disputed
unsecured, secured and administrative claims to avoid the time and
expense of litigation.

Since his appointment, Mr. Victor has filed several objections to
claims, including non-substantive objections to claims.  To the
extent the non-substantive objections are not resolved, the
Administrator may file further substantive objections with respect
to these claims.

An extension of its current deadline would enable the Plan
Administrator to fully explore the possibility of settlement
without having to incur the expense of filing formal objections.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 states. The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
over $100 million.  Judge David T. Stosberg confirmed the Debtors'
Amended Joint Liquidating Plan on Dec. 12, 2004.


KP&R INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KP&R, Inc.
        dba Royal Supply
        7050 East 54th Place
        Commerce City, Colorado 80022-4806

Bankruptcy Case No.: 05-34447

Type of Business: The Debtor is a wholesale fastener
                  distributor.  Royal Supply specializes in
                  automotive and industrial service and supply.
                  See http://www.royal-supply.com/

Chapter 11 Petition Date: September 15, 2005

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th Street, Suite 240
                  Denver, Colorado 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Combined Distribution Companies                 $455,000
   dba Stanley Fasteners & Shop Supply
   6280 East 39th Avenue
   Denver, CO 80207-1319

   Worstell & Kiesnowski                            $50,404
   1626 Washington Street
   Denver, CO 80203-1407

   Porteous Fastener Co.                            $14,326
   P.O. Box 2608
   Los Angeles, CA 90051-0608

   Tool Specialists, Inc.                            $8,589

   3M                                                $6,424

   Durham Mfg. Company                               $5,583

   Bee Wire & Cable, Inc.                            $5,435

   Crawford Machine, Inc.                            $5,145

   Permatex                                          $4,342

   Accumetric, LLC                                   $3,727

   Warren Distribution                               $3,613

   National Standard Parts                           $3,445

   Diversified Brands                                $3,422

   Timberline Fasteners                              $2,378

   Anvil International, Inc.                         $2,358

   Drillco, Inc.                                     $2,287

   Bullard Abrasives, Inc.                           $2,219

   Alfa Tools                                        $1,960

   Great Valley Industries                           $1,949

   Central States House, Inc.                        $1,764


KAISER ALUMINUM: Court OKs Solicitation & Voting Protocol Revision
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the Remaining Kaiser Aluminum Corporation and its debtor-
affiliates' amendments to the procedures for the solicitation and
tabulation of votes to accept or reject their proposed joint plan
of reorganization.

The Court will convene hearings at 9:00 a.m. on January 9 and 10,
2006, to consider confirmation of the Plan.  Parties may file
confirmation objections by November 14, 2005.

The Reorganizing Debtors, the Committees and the Legal
Representatives are authorized to file a consolidated reply to any
objections to the Plan no later than December 16, 2005.

August 29, 2005, is fixed as the record date to determine which
creditors are entitled to receive Solicitation packages and, where
applicable, vote on the Plan.

The Court also approves the Ballots, including the instructions
and the appropriate distribution to claimholders in each class
entitled to accept or reject the Plan.  All Ballots must be
properly executed, completed and delivered to Logan & Company no
later than 5:00 p.m., on November 14, 2005.

Judge Fitzgerald also directs the P.I. Attorneys to submit their
Directives to Logan & Company, Inc., as the Reorganizing Debtors'
solicitation and tabulation agent, on or before October 3, 2005,
or on October 17, 2005, if the P.I. Attorney elects to serve the
Solicitation Packages on certain clients.

Form B Debt Securities Individual Ballots must be delivered to the
appropriate Master Ballot agent on November 12, 2005.

The Court rules that each claim entitled to vote on the Plan will
be temporarily allowed in accordance with the Solicitation and
Tabulation Procedures.

A claim transferee will be entitled to receive a Solicitation
Package and cast a ballot on account of that claim only if, by the
Voting Record Date, all claim transfer requirements have been
completed.

The deadline for filing Rule 3018 Motions is set to November 1,
2005, or other date established by the Reorganizing Debtors that
is 14 days before the Voting Deadline.

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)


KENNETH FELDER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kenneth Lee Felder
        5344 West Mescal
        Glendale, Arizona 85304

Bankruptcy Case No.: 05-17570

Chapter 11 Petition Date: September 13, 2005

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: James F. Kahn, Esq.
                  James F. Kahn, P.C.
                  301 East Bethany Home Road, #C-195
                  Phoenix, Arizona 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


LOCAL TELECOM: Completes Purchase Agreement with Bajjer LLC
-----------------------------------------------------------
Pursuant to a purchase agreement between Bajjer LLC and Local
Telecom Systems, Inc., Bajjer assigned its purchase of MBI
Mortgage Services, Ltd. to LTSI in exchange for 2,730,000 shares
of LTSI's common stock.

Under the purchase agreement dated March 25, 2005, Bajjer LLC
purchased certain assets and the business of MBI Mortgage Services
and immediately formed MBI Mortgage, Inc., a wholly owned
subsidiary of Local Telecom and assigned its purchase to Local
Telecom Systems Inc. for the purpose of merging with LTSI.

In connection with the acquisition, LTSI obtained a loan of
$250,000 from Bergstrom Investment Management, LLC and a loan of
$50,000 from SOS Resource Services, Inc.  The proceeds of the
Bergstrom Investment loan was used to pay professional fees and a
portion of the purchase price of MBI Mortgage, and the proceeds of
the SOS loan were used to pay professional fees and to provide
working capital.  LTSI issued 95,000 shares of its common stock to
one of the loan providers and 1,210,000 shares of its common stock
to the guarantors of the loans.

                       Going Concern Doubt

The Company does not have significant cash or other material
assets, and that raises substantial doubt about its ability to
continue as a going concern.  However, management of the Company
believes that there are sufficient resources to remain viable for
the next 12 months.

The Company has experienced substantial financial difficulties
since it discontinued its previous prepaid telephone services in
June 2004 to reduce operating losses until other operating
alternatives could be considered.  The Company eventually acquired
two mortgage services companies and it borrowed the money to
finance the acquisitions and for working capital.

The Company realized a net loss of $71,377 during the three
months ended June 30, 2005, compared to a net loss of $17,744
during the three month period ended June 30, 2004.  This increase
in the net loss was a result of the increased expenditures
associated with the merger and related interest expenses.  For the
nine months ended June 30, 2005, as a result of the increased
business activity generated by the mortgage loan operations of its
recently acquired Subsidiaries, the Company realized a net loss of
$46,212 during the nine months ended June 30, 2005, compared to a
net gain of $2,641 during the nine month period ended June 30,
2004.

At June 30, 2005, LTSI had a cash balance of $53,918, which may be
insufficient to meet its cash liquidity needs during the third
fiscal quarter of 2005.  The Company's ratio of current assets to
current liabilities on June 30, 2005 was $66,234 to $470,499
representing a ratio of .14 to 1.  LTSI intends to seek private
investment capital to increase its liquidity and capital resources
during fiscal 2005 by selling its common stock and Preferred Stock
and by borrowings.  No assurance can be made that the Company will
be successful in securing financing on satisfactory terms, which
could adversely affect the Company's earnings.  Lack of funding
will dramatically effect the Company's acquisitions planned over
the next 12 months.

Headquartered in Fort Worth, Texas, Local Telecom Systems, Inc.,
provided local and long distance telecom service on a prepaid
basis.  The Company's local services included a bare bones product
providing unlimited local dial tone and 911 emergency access. On
June 30, 2004, the Company closed its operations in its principal
business of providing local phone service to individuals.  The
Company is now engaged in the mortgage loan business.


MANATEE MEDIA: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Manatee Media, Inc.
        P.O. Box 271880
        Tampa, Florida 33618

Bankruptcy Case No.: 05-18443

Type of Business: The Debtor previously filed for chapter 11
                  protection on Dec. 17, 2001 (Bankr. M.D. Fla.
                  Case No. 01-23325).

                  Mark & Diane Mathes, the Debtor's principals,
                  filed for chapter 11 protection on Nov. 15, 2001
                  (Bankr. M.D. Fla. Case No. 01-21309)
                  (Williamson, J.).

Chapter 11 Petition Date: September 14, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Total Assets: $2,629,700

Total Debts:  $530,881

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Morris Communications Co.     Lawsuit                   $216,315
c/o Douglas A. Lockwood III
P.O. Drawer 7608
Winter haven, FL 33883

Synovus Bank                  5 Macintosh               $105,000
P.O. Box 30707                Production computers;
Tampa, FL 33630               6 PCs; 16 Desks w/
                              chairs; Conference
                              room table w/ 6
                              chairs; Telephone
                              system; 3 Bookshelves;
                              and 6 file cabinets
                              Value of security:
                              $15,000

Internal Revenue Service      941 - 06/30/02             $88,066
Special Procedures Staff      941 - 06/30/03;
P.O. Box 35045, Stop 5720     941 - 12/31/02;
Jacksonville, FL 32202        941 - 09/30/03;
                              941 - 03/31/03;
                              12/31/03

Dept. of Revenue              2004                        $4,500
Accounts Receivable
P.O. Box 6668
Tallahassee, FL 32314


MCI INC: 11 Officers Dispose of 52,508 Shares of Common Stock
-------------------------------------------------------------
In separate filings with the Securities and Exchange Commission on
August 30, 2005, 11 officers of MCI, Inc., disclose that they
recently sold or otherwise disposed of their shares of common
stock in the Company:

                                    No. of           Amount of
                                    Shares           Securities
Officer       Designation        Disposed   Price    Now Owned
--------      -----------        --------   -----    ----------
Blakely,      Executive VP         3,518    $25.55      262,963
Robert T.     and CFO              1,324    $26.27      261,639
                                     834    $25.63      260,805

Briggs,       Pres., Operations    2,890    $25.55      164,806
Fred M.       and Technology         584    $18.24      164,222
                                     585    $26.27      163,637
                                     685    $25.63      162,952
                                     585    $25.53      162,367

Capellas,     President and CEO    9,423    $25.55    1,060,578
Michael D.                         1,531    $18.24    1,059,047
                                   7,013    $26.27    1,052,034
                                   2,232    $25.63    1,049,802

Casaccia,     Executive VP,        2,212    $25.55      136,227
Daniel L.     Human Resources

Crane,        EVP of Strategy &    2,890    $25.55      165,511
Jonathan C.   Corp., Dev.             92    $25.53      165,419

Crawford,     President, Int'l.    1,166    $25.55       82,198
Daniel E.     & Wholesale

Hackenson,    EVP, CIO             1,439    $25.55       80,536
Elizabeth

Higgins,      EVP of Ethics &      2,026    $25.55      124,478
Nancy M.      Bus. Conduct

Huyard,       President, US Sales  4,398    $25.55      239,527
Wayne         & Service              779    $25.53      238,748

Kelly,        Executive VP &       3,518    $25.55      192,583
Anastasia D.  General Counsel        834    $25.63      191,749
                                     633    $25.53      191,116

Trent,        SVP Comm. & Chief    1,317    $25.55      104,456
Grace Chen    of Staff

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)

                         *     *     *

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


MERRILL LYNCH: Fitch Holds Low-B Rating on Six Certificate Classes
------------------------------------------------------------------
Merrill Lynch Mortgage Trust, series 2004-KEY2, commercial
mortgage pass-through certificates are affirmed by Fitch Ratings:

     -- $48.8 million class A-1 at 'AAA';
     -- $266.0 million class A-1A at 'AAA';
     -- $193.7 million class A-2 at 'AAA';
     -- $92.1 million class A-3 at 'AAA';
     -- $345.7 million class A-4 at 'AAA';
     -- Interest-only class XC and XP at 'AAA';
     -- $26.5 million class B at 'AA';
     -- $8.4 million class C at 'AA-';
     -- $22.3 million class D at 'A';
     -- $12.5 million class E at 'A-';
     -- $15.3 million class F at 'BBB+';
     -- $11.1 million class G at 'BBB';
     -- $15.3 million class H at 'BBB-';
     -- $7.0 million class J at 'BB+';
     -- $5.6 million class K at 'BB';
     -- $4.2 million class L at 'BB-';
     -- $2.8 million class M at 'B+';
     -- $2.8 million class N at 'B';
     -- $5.6 million class P at 'B-'.

The class Q and DA certificates are not rated by Fitch.

The rating affirmations reflect the transactions current stable
performance and scheduled loan amortization.  As of the September
2005 distribution date, the pool's aggregate collateral balance
has been reduced approximately 1.1% to $1.10 billion from $1.11
billion at issuance.  At this time, there are no specially
serviced loans in the transaction.

Fitch reviewed the credit assessment of the Crossroads Center loan
(8.1%).  The debt service coverage ratio for the loan is
calculated based on the servicer provided net operating income
less required reserves and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.  Based
on its stable performance, the Crossroads Center loan maintains an
investment grade credit assessment.

Crossroads Center is secured by a 775,319 square foot regional
mall located in St. Cloud, MN built in 1966 and renovated in 2004.
Major tenants include J.C. Penney's, Target, Sears, Marshall
Fields, and Scheel's All Sports.  The Fitch DSCR for year-end 2004
was 1.29 times (x) compared to 1.31x at issuance.  As of March 31,
2005 the mall is currently 93.8% occupied compared to 95.7% at
issuance.


N-STAR REAL: Fitch Affirms $15 Million Class D Notes at BB
----------------------------------------------------------
Fitch Ratings upgrades five classes and affirms four classes of
notes issued by N-Star Real Estate CDO II, Ltd. and N-Star Real
Estate CDO II Corp.  These rating actions are the result of
Fitch's annual rating review process and are effective
immediately:

These ratings are affirmed by Fitch:

     -- U.S. $228,270,880 class A-1 floating-rate notes at 'AAA';
     -- U.S. $42,000,000 class A-2A floating-rate notes at 'AAA';
     -- U.S. $15,000,000 class A-2B fixed-rate notes at 'AAA';
     -- U.S. $15,000,000 class D fixed-rate notes at 'BB'.

These ratings are upgraded by Fitch:

     -- U.S. $12,000,000 class B-1 floating-rate notes to 'A+'
        from 'A';

     -- U.S. $14,000,000 class B-2 floating-rate notes to 'A' from
        'A-';

     -- U.S. $24,000,000 class C-1 floating-rate notes to 'A-'
        from 'BBB+';

     -- U.S. $6,000,000 class C-2A floating-rate notes to 'BBB+'
        from 'BBB';

     -- U.S. $16,000,000 class C-2B fixed-rate notes to 'BBB+'
        from 'BBB'.

N-Star CDO II is an arbitrage cash flow collateralized debt
obligation that closed on July 1, 2004.  The portfolio consists of
70.83% U.S. commercial mortgage backed securities, 24.02% real
estate investment trusts, and 5.15% CDOs.  The portfolio was
selected and is monitored by NS Advisors (rated 'CAM2' by Fitch).

Discretionary trading is limited to reinvestment of principal
arising from prepayments and sales of credit risk and defaulted
securities in an amount up to 10% cumulative of the original
collateral balance.

The upgrade of the classes B-1, B-2, C-1, C-2A, and C-2B notes is
driven primarily by the improved credit quality and seasoning of
the collateral portfolio.  Since closing, approximately 17% of the
portfolio has been upgraded.  The weighted average rating of the
portfolio has improved to 'BBB/BBB-' from 'BBB-/BB+'.

The portfolio has also benefited from a year of seasoning, as the
weighted average life of the portfolio has decreased to 7.34 years
from 8.1 years.  There are currently no defaulted or distressed
securities in the portfolio.  To date, approximately $7.7 million
of the class A-1 notes has been redeemed with approximately 96.7%
of the original class A-1 note balance currently outstanding.
Each of N-Star CDO II's four OC and four interest coverage tests
are currently in compliance with their respective triggers.

The ratings of the classes A-1, A-2A, and A-2B notes address the
likelihood that investors will receive timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the June 2039 maturity date.  The ratings of
the classes B-1, B-2, the C-1, C-2A, C-2B, and D notes address the
likelihood that investors will receive ultimate interest payments,
as per the governing documents, as well as the aggregate principal
amount by the June 2039 maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


NEXIA HOLDINGS: Buying 100% Equity Interest in Axis Labs
--------------------------------------------------------
Nexia Holdings, Inc., entered into an Acquisition Agreement with
the shareholders of Axis Labs, Inc., to acquire 100% of the issued
and outstanding shares of Axis Labs in exchange for the issuance
of 165,000 shares of Nexia's Series C Preferred Stock.  The
parties further agreed to a right by the parties to rescind the
Acquisition Agreement in the event that Axis is unable to raise a
minimum of $1,500,000 in capital within two years of the date of
the agreement.

On Aug. 9, 2005, the Company's subsidiary, Diversified Holdings,
Inc., signed an agreement to acquire control of Salt Lake
Development Corporation which holds title to a 15,000 square foot
office building located at 268 West 400 South, Salt Lake City;
Utah 84101.  Control was acquired from Diversified Financial
Resources Corporation, a Delaware Corporation.  The purchase price
is a total of $885,000, consisting of a cash payment in the sum of
$20,000, assumption of the existing mortgage in the name of Salt
Lake Development Corporation of $557,000 and the forgiveness of
$308,000 in existing debt owed by Diversified Financial Resources
Corporation to West Jordan Real Estate Holdings, Inc., and Hudson
Consulting Group, Inc.  The subject building served as the
Company's main office for several years and, at the present time,
is in need of improvements to its appearance.  The property has
been listed with a local real estate brokerage for sale or lease,
as there are no current tenants occupying the building.

On Aug. 17, 2005, the Company executed an agreement with Dutchess
Private Equities Fund, L.P. providing for up to $10,000,000 in
equity funding.

Nexia's current operations consist of the acquisition, leasing and
selling of real estate.

                 Losses from Real Estate Operations

Nexia had a loss from real estate operations of $4,654 and $79,358
for the three and six months ended June 30, 2005, compared to a
loss of $100,729 and $164,952 for the comparable periods in 2004.
The change in loss in the amount of $ 96,075 or 95% is
attributable primarily to the reduced costs of operation of the
real estate holdings of the Company as a result of the sale of the
Glendale shopping center.

Nexia will continue efforts to improve profitability and cash flow
by working to increase occupancy and rental income from those
properties currently held and to seek new investment opportunities
as they can be located and evaluated.  Accordingly, Nexia hopes to
not only minimize any real estate cash flow deficit, but also
generate sufficient cash to record a substantial profit upon
property disposition.

                           Net Income

Nexia recorded net income of $741,184 and $317,809 for the three
and six month periods ended June 30, 2005, as compared to net
losses of $397,751 and $1,149,911 comparable periods in 2004.  The
change from net losses to gain, is attributable primarily to the
gain recognized on the sale of the Glendale shopping center in the
amount of $756,471 and income from settlement of litigation
totaling $181,500.  The Company also recorded a decrease in
expenses as a result of issuing fewer shares of common stock for
services rendered by employees and contractors during the first
six months of 2005.

Nexia may not operate at a profit through fiscal 2005.  Since
Nexia's activities are tied to its ability to operate its real
estate properties at a profit, future profitability, or its
revenue growth, tends to follow changes in the real estate market
place.  There can be no guarantee that profitability, or revenue
growth, can be realized in the future.

                         Liquidity

On June 30, 2005, Nexia had current assets of $1,344,950 and
$3,872,416 in total assets compared to current assets of $565,834
and total assets of $4,006,060 as of December 31, 2004.  Nexia had
net working capital of $96,127 at June 30, 2005, as compared to a
net working capital deficit of $51,335 at December 31, 2004.

                    Going Concern Doubt

The Company has incurred cumulative operating losses through
June 30, 2005 of $12,989,483 which raises substantial doubt about
the Company's ability to continue as a going concern.  The Company
had a positive working capital balance at June 30, 2005 of
$96,127.  Primarily, revenues have not been sufficient to cover
the Company's operating costs.

Management's plans to enable the Company to continue as a going
concern include:

   * Increasing revenues from rental properties by implementing
     new marketing programs.

   * Making certain improvements to certain rental properties in
     order to make them more marketable.

   * Reducing expenses through consolidating or disposing of
     certain subsidiary companies.

   * Purchasing revenue producing real estate.

   * Decreasing payroll expenses and options.

   * Raising additional capital through private placements of the
     Company's common stock.

   * Using stock and option-based compensation to cover payroll
     and other permissible labor costs.

There can be no assurance that the Company can, or will, be
successful in implementing any of its plans, or that they will be
successful in enabling the Company to continue as a going concern.

Nexia Holdings, Inc., provides a variety of financial consulting
services to a range of clients through its subsidiary, Hudson
Consulting Group, Inc.

In its amended Form-10QSB for the quarterly period ended June 30,
2004, filed with the Securities and Exchange Commission, Nexia
Holdings, Inc., reported cumulative operating losses through
June 30, 2004 of $11,373,703, and a working capital deficit of
$1,384,742 at June 30, 2004, all of which raises substantial doubt
about the Company's ability to continue as a going concern.


NORTHWEST AIRLINES: AFA & Teamsters Court PFAA Flight Attendants
----------------------------------------------------------------
The Associated Press reports that two competing unions began
wooing Northwest Airlines Corp.'s flight attendants away from
their current union, just as the newly bankrupt airline is seeking
major concessions from all its workers.

Professional Flight Attendants Association is currently the
bargaining representative for Northwest flight attendants.

The Association of Flight Attendants, a union with some 45,000
members at 22 airlines, told the AP it will begin sending union
authorization cards over the next few days to the 9,600 members of
the Professional Flight Attendants Association.  An election will
be held if more than half of Northwest's flight attendants will
sign the cards.

Peter Fiske, a PFAA spokesman, said the union was disappointed by
AFA's action, the AP relates.  He expressed disappoint over the
attendants' actions while a contract negotiation is under way.

Also, the International Brotherhood of Teamsters confirmed that it
has held some discussions with the bankrupt airline's attendants,
the AP reports.

The AP relates that the flight attendants started talking with the
AFA and the Teamsters shortly before the carrier filed for chapter
11.  The airline had been trying to slash its labor costs by more
than $1.1 billion by negotiating concessions from its several
unions.

Both of the competing units are much larger than PFAA, which won a
bitter battle with the Teamsters in 2003 to represent Northwest
attendants. Until then, Teamsters had represented flight
attendants at the airline for 26 years, the AP relates.

Corey Caldwell, AFA spokeswoman, told the AP that Northwest's
attendants invited her group to conduct an organizing drive.  Ms.
Caldwell boasted that her Union's legal expertise and collective
bargaining experience set it apart from other organizations.

Peter Fiske, representing the Teamsters, told the AP, "A point of
fact: All of their contracts are with bankrupt carriers," he said.
"AFA-negotiated contracts keep ending up at the bottom of the
heap."

The AFA is 60 years old and is part of the 700,000-member
Communications Workers of America. The independent Teamsters date
back to 1903 and have 1.4 million members.  PFAA is an independent
union, with only the 9,736 attendants at Northwest.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 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.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.


NVF COMPANY: Court Okays $2 Mil. DIP Loan & Cash Collateral Use
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized NVF Company and Parsons Paper
Company, Inc.:

   1) to obtain a $2 million secured postpetition financing from
      the Estate of Victor Posner; and

   2) to access cash collateral securing repayment of debt
      obligations to the Estate of Victor Posner.

The Debtors will need the encumbered fund and the new loan to
preserve and maintain the going concern value of their estates.

The Debtors owe the Estate of Victor Posner:

   i) $27,425,643 under an Amended and Restated Promissory Note
      dated Jan. 31, 1997;

  ii) $19,410,027 under a second Promissory Note dated Sept. 27,
      2000; and

iii) two revolving loans, one in 2001 for $9,280,822 and
      $9,722,000 in 2002.

To secure the DIP loan, the Debtors will grant the lender a first
priority priming liens and superpriority claims on the Debtors'
prepetition and postpetition property subject to a $500,000 carve-
out for professional and other administrative fees.

To provide the lender with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of the cash
collateral, the Debtors will grant the Victor Posner a replacement
lien subordinate to the security interests and liens under the DIP
loan covenant and the carve-out.

Headquartered in Yorklyn, Delaware, NVF Company --
http://www.nvf.com/-- manufactures thermoset composites
(glass, Kevlar), vulcanized fiber, custom containers, circuitry
materials, custom fabrication, and welding products.  The Company
along with its wholly owned subsidiary, Parsons Paper Company,
Inc., filed for chapter 11 protection on June 20, 2005 (Bankr.
D. Del. Case Nos. 05-11727 and 05-11728).  Rebecca L. Booth, Esq.,
at Richards, Layton & Finger, P.A., represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $10 million to $50 million and estimated debts of more
than $100 million.


O'SULLIVAN IND: Noteholders Extend Forbearance Pact Until Sept. 30
------------------------------------------------------------------
O'Sullivan Industries, Inc., is continuing negotiations with its
senior secured and other creditors regarding a consensual
financial restructuring of its balance sheet.  In connection with
these negotiations, O'Sullivan has entered into an amendment to
extend the forbearance agreement with the controlling holders of
its 10.63% Senior Secured Notes due 2008.

Commenting on the Forbearance Extension, Bob Parker, President and
CEO, stated "the extension of the Forbearance Period reflects the
continued positive progress that is being made in the ongoing
negotiations with the senior secured creditors."

The Forbearance Agreement will now expire on Sept. 30, 2005,
unless extended. With no binding obligation, the parties have
agreed to continue to work together in good faith to consider a
further extension of the forbearance period.

O'Sullivan Industries, Inc. (OTC Bulletin Board: OSULP) -- whose
March 31, 2005 balance sheet shows a shareholders' deficit of $138
million -- is a leading manufacturer of ready-to-assemble
furniture.

                        *     *     *

As reported in the Troubled Company Reporter on July 20, 2005,
Moody's Investors Service downgraded O'Sullivan Industries' Senior
Secured Notes to Ca from Caa1 following O'Sullivan's announcement
on July 15, 2005, that it will utilize the-30 day grace period for
its $5.3 million interest payment on the secured notes.

At the same time Moody's downgraded O'Sullivan's corporate family
rating (previously known as the senior implied rating) to Caa3
from Caa1 and downgraded the company's senior subordinated notes
rating to C from Ca and affirmed the senior discount notes rating
at C.  Moody's said the outlook is negative.


OMNI CAPITAL: Section 341(a) Meeting Slated for October 6
---------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Omni
Capital Limited Partnership's creditors at 2:00 p.m., on Oct. 6,
2005, at the Office of the U.S. Trustee, Room 509, 601 West
Broadway, Louisville, Kentucky 40202.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership filed for chapter 11 protection on Sept. 9, 2005
(Bankr. W.D. Ky. Case No. 05-36490).  William Stephen Reisz, Esq.,
at Foley Bryant & Holloway, PLLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million


POINT TO POINT: Hires KC Cohen & Cynthia Grimes as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Point to Point Business Development, Inc., permission to
retain KC Cohen, Lawyer, PC, and Cynthia F. Grimes, Esq., at
Grimes & Rebein, LC, as co-counsel in their chapter 11 cases.

KC Cohen and Ms. Grimes will:

     a) advice the Debtor with respect to its duties, powers and
        responsibilities in its chapter 11 case;

     b) investigate and pursue any actions on behalf of the estate
        in order to recover assets for the benefit of the estate

     c) represent the Debtor in its chapter 11 case to pursue
        confirmation of a successful Plan of Reorganization.

     d) perform other legal services as may be required and in the
        interest of the estate.

KC Cohen bills at the rate of $225 per hour.  Ms. Grimes charges
$200 per hour for her services while her paralegals bill at the
rate of $75 per hour.

The Debtor assures the Court that KC Cohen and Ms. Grimes does not
hold any interest adverse to its estate.

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.  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.


ROGERS TELECOM: Majority of Noteholders Agree to Amend Indenture
----------------------------------------------------------------
Rogers Telecom Holdings Inc., a wholly owned subsidiary of Rogers
Communications Inc. and formerly known as Call-Net Enterprises
Inc., has determined the consideration to be paid in connection
with its cash tender offer for any and all of its $222.9 million
aggregate principal amount of 10.625% Senior Secured Notes due
2008 and consent solicitation to amend the related indenture.

The Tender Offer and the Solicitation are subject to the terms and
conditions set forth in Rogers Telecom's Offer to Purchase and
Consent Solicitation Statement dated Aug. 30, 2005.

Holders of Notes who validly tendered (and did not validly
withdraw) Notes and validly delivered (and did not validly revoke)
consents to the proposed amendments on or prior to 5:00 p.m., New
York City time, on Sept. 13, 2005, will receive total
consideration per $1,000 principal amount of Notes tendered of
$1,071.11, which amount includes a consent payment of $30, and
also will receive any accrued and unpaid interest from the most
recent interest payment date for the Notes to, but not including,
the initial settlement date, which Rogers Telecom expected to
occur on Sept. 14, 2005.  Holders of Notes who validly tender
Notes after 5:00 p.m., New York City time, on Sept. 13, 2005, but
on or prior to 11:59 p.m., New York City time, on Sept. 27, 2005,
will receive total consideration of $1,041.11 per $1,000 principal
amount of Notes tendered, and also will receive any accrued and
unpaid interest from the most recent interest payment date for the
Notes to, but not including, the final settlement date, which
Rogers Telecom expects will occur on Sept. 28, 2005.

The consideration for each $1,000 principal amount of Notes
tendered was determined as of 2:00 p.m., New York City time, on
Sept. 13, 2005, as set forth in the Statement.  Rogers Telecom's
obligation to accept and pay for Notes validly tendered in the
Tender Offer is subject to the terms and conditions set forth in
the Statement and related materials.  Holders should consult the
Statement and related materials in their entirety for a full
description of the terms and conditions of the Tender Offer and
the Solicitation.

                   Consent Solicitation

RCI and Rogers Telecom also disclosed that holders of more than a
majority in aggregate principal amount of the Notes have delivered
the requisite consents to adopt the proposed amendments to the
indenture governing the Notes.  Rogers Telecom plans to enter into
a supplemental indenture that will amend and supplement the
indenture to give effect to the proposed amendments.  The proposed
amendments set forth in the supplemental indenture will not become
effective unless and until Rogers Telecom accepts validly tendered
Notes representing at least a majority in principal amount of the
outstanding Notes for payment pursuant to the Tender Offer and the
Solicitation.  If the proposed amendments become effective, all
holders of Notes, including non-tendering holders, will be bound
thereby.

The Tender Offer will expire at 11:59 p.m., New York City time, on
Sept. 27, 2005, unless extended.  All withdrawal rights of
tendering holders of Notes terminated at 5:00 p.m., New York City
time, on Sept. 13, 2005.  Accordingly, tendering holders may no
longer withdraw their Notes.  Citigroup Global Markets Inc. is
acting as the dealer manager and solicitation agent for the Tender
Offer and the Solicitation.  Questions regarding the Tender Offer
and the Solicitation may be directed to Citigroup Global Markets
Inc., Liability Management Group, at (800) 558-3745 (U.S. toll
free) and (212) 723-6106 (collect).  Requests for documents may be
directed to Global Bondholder Services Corporation, the
information agent for the Tender Offer and the Solicitation, at
(866) 470-3800 (U.S. toll-free) and (212) 430-3774 (collect).

None of Rogers Telecom, RCI, the dealer manager and solicitation
agent or the information agent make any recommendations as to
whether or not holders should tender their Notes pursuant to the
Tender Offer or consent to the proposed amendments, and no one has
been authorized by any of them to make such recommendations.

This announcement is not an offer to purchase, a solicitation of
an offer to sell, or a solicitation of consents with respect to
the Notes nor is this announcement an offer to sell or
solicitation of an offer to buy new securities of Rogers Telecom
or RCI.

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On
July 1, 2005, Rogers completed the acquisition of Call-Net
Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national
provider of voice and data communications services.

Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)
-- http://www.sprint.ca/-- was acquired by Rogers Communications
Inc. on July 1, 2005, and through its wholly owned subsidiary
Rogers Telecom Inc. (formerly Sprint Canada Inc.) is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Rogers Telecom owns and
operates an extensive national fibre network, has over 150 co-
locations in major urban areas across Canada including 33
municipalities and maintains network facilities in the U.S. and
the U.K.

                       *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Rogers Telecom Holdings
Inc. (formerly Call-Net Enterprises Inc.) and assigned a 'B-'
rating to its senior secured notes.  Fitch also places the ratings
of Call-Net on Rating Watch Positive due to the CDN$330 million
all-stock acquisition of Call-Net by Rogers Communications Inc.
(rated 'BB-' by Fitch).  Approximately $223 million of debt
securities are affected by these actions.

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  S&P said the outlook is stable.


ROGERS TELECOM: Purchases $198.1 Million of 10.625% Sr. Sec. Debt
-----------------------------------------------------------------
Rogers Telecom Holdings Inc., a wholly owned subsidiary of Rogers
Communications Inc. and formerly known as Call-Net Enterprises
Inc., accepted for purchase approximately $198.1 million aggregate
principal amount of its 10.625% Senior Secured Notes due 2008, on
Sept. 14, 2005.  The amount represents all Notes that were
tendered and not withdrawn prior to 5:00 p.m., New York City time,
on Sept. 13, 2005, in connection with its cash tender offer for
any and all of the outstanding Notes and consent solicitation to
amend the related indenture.  The Tender Offer and the
Solicitation are subject to the terms and conditions set forth in
Rogers Telecom's Offer to Purchase and Consent Solicitation
Statement dated Aug. 30, 2005.

Holders of Notes accepted by Rogers Telecom for purchase on the
Initial Settlement Date received total consideration per US$1,000
principal amount of Notes tendered of $1,071.11, which amount
includes a consent payment of $30, and also received any accrued
and unpaid interest from the most recent interest payment date for
the Notes to, but not including, the Initial Settlement Date.

The Tender Offer will expire at 11:59 p.m., New York City time, on
Sept. 27, 2005, unless extended.  Holders of Notes who validly
tender Notes after 5:00 p.m., New York City time, on Sept. 13,
2005, but on or prior to the Expiration Time will receive total
consideration of $1,041.11 per $1,000 principal amount of Notes
tendered, and also will receive any accrued and unpaid interest
from the most recent interest payment date for the Notes to, but
not including, the final settlement date, which Rogers Telecom
expects will occur on Sept. 28, 2005.  All withdrawal rights of
tendering holders of Notes terminated at 5:00 p.m., New York City
time, on Sept. 13, 2005.  Accordingly, tendering holders may no
longer withdraw their Notes.  Rogers Telecom's obligation to
accept and pay for Notes validly tendered in the Tender Offer is
subject to the terms and conditions set forth in the Statement and
related materials.  Holders should consult the Statement and
related materials in their entirety for a full description of the
terms and conditions of the Tender Offer and the Solicitation.

Citigroup Global Markets Inc. is acting as the dealer manager and
solicitation agent for the Tender Offer and the Solicitation.
Questions regarding the Tender Offer and the Solicitation may be
directed to Citigroup Global Markets Inc., Liability Management
Group, at (800) 558-3745 (U.S. toll free) and (212) 723-6106
(collect). Requests for documents may be directed to Global
Bondholder Services Corporation, the information agent for the
Tender Offer and the Solicitation, at (866) 470-3800 (U.S. toll-
free) and (212) 430- 3774 (collect).

None of Rogers Telecom, RCI, the dealer manager and solicitation
agent or the information agent make any recommendations as to
whether or not holders should tender their Notes pursuant to the
Tender Offer or consent to the proposed amendments, and no one has
been authorized by any of them to make such recommendations.

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On July
1, 2005, Rogers completed the acquisition of Call-Net Enterprises
Inc. (now Rogers Telecom Holdings Inc.), a national provider of
voice and data communications services.

Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)
-- http://www.sprint.ca/-- was acquired by Rogers Communications
Inc. on July 1, 2005, and through its wholly owned subsidiary
Rogers Telecom Inc. (formerly Sprint Canada Inc.) is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Rogers Telecom owns and
operates an extensive national fibre network, has over 150 co-
locations in major urban areas across Canada including 33
municipalities and maintains network facilities in the U.S. and
the U.K.

                       *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Rogers Telecom Holdings
Inc. (formerly Call-Net Enterprises Inc.) and assigned a 'B-'
rating to its senior secured notes.  Fitch also places the ratings
of Call-Net on Rating Watch Positive due to the CDN$330 million
all-stock acquisition of Call-Net by Rogers Communications Inc.
(rated 'BB-' by Fitch).  Approximately $223 million of debt
securities are affected by these actions.

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  S&P said the outlook is stable.


ROUGE INDUSTRIES: Wants Continued Access to Cash Collateral
-----------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S
Bankruptcy Court for the District Of Delaware to extend, until
December 31, 2005, its authority to use cash collateral securing
repayment of its debts to Philip Environmental Services
Corporation and Duke/Fluor Daniel.  The Debtors are currently
allowed to use the lender's collateral until September 26, 2005.

The Debtors currently hold approximately $100 million in cash,
which they believe exceeds the valid claims secured by such cash.

Use of the cash collateral will enable the Debtors to continue the
administration of their estates, the wind down of their remaining
businesses and operations, and the liquidation of their remaining
assets and properties, all of which gave been undertaken for the
benefit of the Debtors' creditors.

To provide the prepetition lenders with adequate protection, the
Debtors will grant replacement liens and security interests to the
extent of any diminution in value of its collateral.

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

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

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


RUFUS INC: Panel Wants to Hire Kronish Lieb as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Rufus, Inc.'s
chapter 11 case ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Kronish Lieb Weiner & Hellman
LLP as its lead counsel.

Kronish Lieb will:

   1) attend the meetings of the Committee and confer with the
      Debtor's management and counsel;

   2) review financial information furnished by the Debtor to the
      Committee and review the Debtor's schedules and statements
      of affairs;

   3) advise the Committee as to the ramifications regarding all
      of the Debtor's activities and motions before the Court and
      file appropriate pleadings on behalf of the Committee;

   4) analyze and review the financial advisor's work product and
      reports to the Committee and provide the Committee with
      legal expertise in relation to the Debtor's chapter 11 case;

   5) assist the Committee in negotiations with the Debtor and
      other parties-in-interest on a plan of reorganization and
      prepare various applications and memoranda of law submitted
      to the Court for consideration;

   6) perform all other necessary legal services to the Committee
      that are necessary in connection with the Debtor's chapter
      11 case.

Jay R. Indyke, Esq., a Partner of Kronish Lieb, is one of the lead
attorneys for the Committee.  Mr. Indyke charges $585 per hour for
his services.

Mr. Indyke reports Kronish Lieb's professionals bill:

      Professional          Designation    Hourly Rate
      ------------          -----------    -----------
      Jeffrey L. Cohen      Associate         $330
      Melissa S. Harrison   Associate         $255
      Rebecca Goldstein     Paralegal         $170

Kronish Lieb 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.


RUFUS INC: Committee Taps Jaspan Schlesinger as Local Counsel
-------------------------------------------------------------
The Official Committee of the Unsecured Creditors of Rufus, Inc.,
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ and retain Jaspan Schlesinger Hoffman LLP as
its local counsel.

Jaspan Schlesinger will:

   1) advise the Committee and represent it with respect to
      proposals and pleadings submitted by the Debtor or others to
      the Court or the Committee;

   2) represent the Committee with respect to any plans of
      reorganization or disposition of assets proposed in this
      case;

   3) attend hearings, draft pleadings and generally advocating
      positions which further the interests of the creditors
      represented by the Committee;

   4) assist in the examination of the Debtor's affairs and a
      review of their operations;

   5) advise the Committee as to the progress of the chapter 11
      case; and

   6) perform other professional services as are in the best
      interests of those represented by the Committee, including,
      without limitation, those delineated in section 1103(c) of
      the Bankruptcy Code.

The Firm's professionals current hourly rates:

       Designation             Hourly Rate
       -----------             -----------
       Partners                   $350
       Associates              $180 - $250
       Paralegals                 $140

Jaspan Schlesinger intends to work closely with Kronish Lieb
Weiner & Hellman LLP, the Committee and its other professionals to
ensure that there is no unnecessary duplication of services
performed or charged to the Debtor's estate.

Frederick B. Rosner, Esq., a Jaspan Schlesinger partner, assures
the Court that the firm does not hold or represent any interest
adverse to the Debtor's estate or to the Committee.

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.


RUSSELL WYNN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Russell D. Wynn
        dba R D Wynn Farms
        aka Wynn Farms
        P.O. Box 202
        American Falls, Idaho 83211-0202

Bankruptcy Case No.: 05-42144

Chapter 11 Petition Date: September 14, 2005

Court: District of Idaho (Pocatello)

Debtor's Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, Idaho 83350
                  Tel: (208) 436-4717

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Land View Fertilizer          Trade debt -              $489,000
P.O. Box 86                   fertilizer and
Minidoka, ID 83343-0086       chemicals

Idaho Power Company           Trade debt -               $80,811
P.O. Box 70                   electric power
Boise, ID 83707

Pioneer                                                  $42,857
c/o D&S Ltd.
231 East Main Street
Suite 240
Round Rock, TX 78664

Conquest Insurance            Insurance premiums         $35,325

Christensen Implement         Trade debt -               $31,631
                              equipment repair

GMAC                          2005 Chevrolet Pickup      $25,596

Monsanto Company              Trade debt -               $17,814
                              corn seed

Bingham Cooperative, Inc.     Trade debt -               $16,388
                              parts and supplies

Key Bank Card Services        Misc. farm expenses        $13,963

Chase Card Services           Misc. farm expenses        $11,800

The Hartford Insurance Group  Hail insurance             $11,000

Bank of the West                                          $9,545

American Express              Misc. farming               $9,106
                              expenses

American Express              Misc. farming               $8,158
                              expenses

Key Bank Card Services                                    $4,200

Kaps Warehouse                                            $2,924

Farm Plan                     Trade debt -                $2,076
                              parts and repairs

Agri-Stor Company East        Trade debt -                $1,829
                              parts and supplies

Hirning Chevrolet - GMC       Trade debt -                  $649
                              service/repair

Agriliance LLC                Personal guaranty               $0
                              Redi-Gro fertilizer


SAINT VINCENTS: Servitas Seeks Clarification on Insurance Coverage
------------------------------------------------------------------
New York Servitas IPA, Inc., 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
establish an insurance subsidiary until its concerns are
addressed.

Servitas wants the Debtors to answer its concerns regarding the
alternative insurance coverage, which would affect over 600 of its
members who are physicians of the Debtors.

As previously reported in the Troubled Company Reporter, the
Debtors concluded that establishing a wholly owned insurance
subsidiary to provide insurance allows the maximum value and
flexibility considering existing needs and assets.  The Debtors
expect to maintain existing levels of insurance for certain of the
attending physicians and avoid annual third party costs of
$269,000 through the in-house insurance subsidiary.

Servitas believes that the Debtors should first provide
sufficient:

   (a) disclosure of what specific efforts, if any, the Debtors
       have made to obtain insurance through alternative sources
       and whether they received proposals from any other
       alternate providers.  To the extent that there have been
       alternative proposals, the Debtors should disclose the
       parameters;

   (b) explanation and disclosure of the risk management protocol
       to be established under the current proposal, that is, the
       extent doctors will be represented in connection with any
       malpractice claims issues, its fairness for the doctors
       verse the hospital at large, whether the doctors will have
       a forum to vet claims issues, and the availability of
       quality legal representation for the doctors in connection
       with defense of any claims;

   (c) disclosure as to how the reserve proposed under the
       current agreement is sufficient to protect the doctors
       verse competing proposals that have been explored, if any;

   (d) details on the capabilities of the Debtors' management and
       related parties to run the program, given the extent of
       operational and other issues already facing the Debtors'
       management; and

   (e) disclosure as to what, if any, efforts have been
       undertaken and will be undertaken by the Debtors to obtain
       physician input and participation in the development and
       implementation of a complete coverage program.

According to Douglas E. Spelfogel, Esq., at Nixon Peabody LLP, in
New York, maintenance of working conditions is a critical
component to SVCMC's financial success, since the medical staff
is the "distribution channel" that allows patients and patient
related business to flow to the institution.

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: Panel Objects to SSI Surgical Contract
------------------------------------------------------
The Official Committee of Unsecured Creditors of Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates
objects to the Debtors' service agreement with SSI Surgical
Services, Inc.

Prior to their bankruptcy petition date, the Debtors tapped SSI
Surgical to purchase and make available custom, sterilized
surgical and other equipment used for the Debtors' hospitals.  The
Debtors asked the Court to retain SSS Surgical because they have
not been able to find another company who can provide better terms
for the services they require.  SVCMC has paid SSI $48,000 for the
minimum weekly charge for the period July 5, 2005, to July 31,
2005 and made a $48,000 advance payment to the company.

The Committee doesn't want the Debtors to enter into a new
contract that would pay SSI Surgical $12,000 for one year
commencing on the Petition Date, and which may be extended for an
additional year upon either party's election.

Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, in New York,
explains that SSI was not performing services for the Debtors for
a certain time period after the Petition Date.

He also notes that there is no adjustment or "step-down" in the
pricing as and when St. Mary's Hospital is closed, and when Mary
Immaculate Hospital and St. John's Queens Hospital are sold.

"This is particularly troubling given that the Committee
understands that the price per tray charges under the Agreement
are significantly higher than the price per tray charged to the
Debtors prepetition by SSI," he says.

The Creditors Committee also believes that the proposal granting
SSI release from all claims and judgments under Sections 544,
547, and 548 of the Bankruptcy Code is inappropriate.

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: Resolves Cash Collateral Dispute with RCG
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation resolving RCG Longview II, LP's objection
to Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates' request to use cash collateral.

RCG is a secured creditor of the Debtors pursuant to:

   (i) a subordinate promissory note, dated May 18, 2005, with a
       $10,000,000 principal amount;

  (ii) a subordinate promissory note, dated June 27, 2005, with
       a $6,000,000 principal amount.

The Notes are secured by junior, perfected lien in and security
interest on various properties owned by the Debtors and
subordinate assignment of all leases of the Properties.

RCG previously objected to the Debtors' request to use Cash
Collateral.  It also requested adequate protection of its
interests under Section 363(e) of the Bankruptcy Code.

After negotiations, the parties agree that, as of August 25,
2005, RCG is an oversecured creditor under Section 506 of the
Bankruptcy Code.

The parties also agree that RCG will obtain a replacement
security interest in and lien on all of the postpetition rents
relating to the Properties.  The Replacement Lien will have the
same validity, enforceability and priority as RCG's prepetition
liens and security interests in the RCG Cash Collateral pursuant
to the Loan Documents, and will be enforceable if and to the
extent of any diminution in the value of RCG's interest in the
RCG Cash Collateral existing as of the Petition Date.

RCG will also obtain a superpriority administrative claim under
Section 507(b), to the extent that the Replacement Lien is
inadequate.  The superpriority administrative claim will be
subject to the Carve-out and the superpriority administrative
claim of the DIP Lenders in connection with the DIP Loan and will
be pari passu with any other superpriority administrative claim.
It will have priority in payment over all administrative expenses
or priority claims pursuant to Section 503(b) and will not be
recoverable from the avoidance actions.

In addition, costs or expenses of administration, incurred in the
Debtors' cases will not be charged against RCG's claims or
interests in the Debtors' property under Section 506(c) or
otherwise, without RCG's prior written consent, which will not be
implied from any other action, inaction or acquiescence by RCG.

The Debtors will pay RCG $27,901 for professional fees and
expenses due under the Loan Documents from the Petition Date
through August 25, 2005.  RCG will be allowed reimbursement of
reasonable attorneys' fees and expenses not to exceed $3,000,
associated with the Debtors' cases to the extent necessary to
monitor the case and to preserve its rights under the Loan
Documents and the stipulation, payable to RCG on a monthly basis.

The Reimbursement Cap will not apply to costs and expenses
incurred in connection with any of RCG's successful action to
enforce any of the Loan Documents or any provision of the
stipulation.  Any fees and expenses incurred in excess of the
Reimbursement Cap will be added to the RCG Claim.

The stipulation will be effective immediately and will terminate
on the earliest to occur of:

   (1) five business days after receipt by the Debtors and the
       Official Committee of Unsecured Creditors of written
       notice of any breach of any provision relating to payment
       by the Debtors, and 10 business days for any other
       default, if it is not cured within the relevant time
       period;

   (2) the date on which the Court lifts the automatic stay with
       respect to any of the RCG Collateral or the RCG Cash
       Collateral;

   (3) the date on which the Court converts the Debtors' cases to
       cases under Chapter 7 of the Bankruptcy Code;

   (4) the date on which the Court appoints a trustee, examiner
       with expanded powers, or responsible person in the
       Debtors' cases that is not consented to by RCG;

   (5) any use of the RCG Cash Collateral that is not in
       accordance with the Loan Documents, or the terms of the
       Stipulation;

   (6) entry of a final and non-appealable order confirming a
       plan of reorganization for the Debtors;

   (7) the filing by any non-appealable order confirming a plan
       of reorganization for the Debtors;

   (8) the filing by any party of a motion, adversary proceeding,
       or any other similar proceeding seeking to prime RCG's
       liens, claims or interests in the RCG Collateral; or

   (9) December 2, 2005.

Unless a contested matter or adversary proceeding is commenced on
or before December 1, 2005, the parties agree that all claims,
challenges and objections will be forever waived.

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)


SKIN NUVO: Gets Court Okay to Hire Hance Scarborough as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave Skin
Nuvo International, LLC, and its debtor-affiliates interim
permission to retain Hance Scarborough Wright Ginsberg & Brusilow
as their counsel, nunc pro tunc to March 7, 2005.

The Debtors asked to retain Hance Scarborough as counsel because
of the Firm's extensive knowledge of the Debtor's operations and
its experience in the area of bankruptcy law.

In this engagement, Hance Scarborough will:

     a) render legal advice with respect to the powers and duties
        of the Debtors that continue to operate its business and
        manage its properties as debtors-in-possession;

     b) negotiate, prepare and file a plan or plans of
        reorganization and disclosure statements in connection
        with such plans, and otherwise promote the financial
        rehabilitation of the Debtors;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        the Debtors' behalf, the defense of any actions commenced
        against the Debtors, negotiations concerning all
        litigation in which the Debtors are or become involved,
        and the evaluation and objection to claims filed against
        the estate;

     d) prepare, on behalf of the Debtors, all necessary
        applications, motions, answers, orders, reports and papers
        in connection with the administration of the Debtors'
        estates, and appear on behalf of the Debtors at all court
        hearings in connection with the Debtors' cases; and

     e) render legal advice and perform general legal services in
        connection with the Debtors' chapter 11 cases

Hance Scarborough's attorneys expected to work in this engagement
and their hourly rates are:

        Professional                        Hourly Rate
        ------------                        -----------
        Keith M. Aurzada, Esq.                  $325
        Paul Keiffer, Esq.                      $375
        Amanda Ellis, Esq.                      $200

The hourly rates for the Firm's other professionals are:

        Designation                         Hourly Rate
        -----------                         -----------
        Partners and Counsel               $300 to $500
        Associates                         $125 to $200
        Paralegals                          $95 to $195

To the best of the Debtors' knowledge, Hance Scarborough is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in Texas, Hance Scarborough --
http://www.hswllp.com/-- handles such diverse matters as
international estate planning, bankruptcy reorganization,
regulatory and public policy law, mergers and acquisitions,
business litigation, and real estate development and leasing.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors.  The Company and
its debtor-affiliates filed for chapter 11 protection on March 7,
2005 (Bankr. D. Nev. Case No. 05-50463).  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


SKIN NUVO: Sues Syneron to Recover Prepetition Transfers
--------------------------------------------------------
Skin Nuvo International, LLC, and its debtor-affiliates commenced
an adversary proceeding against Syneron, Inc., in the U.S.
Bankruptcy Court for the District of Nevada for breach of contract
and to avoid and recover preferential transfers and fraudulent
conveyances made to Syneron.

Prior to their bankruptcy filing, the Debtors purchased 28 laser
systems, 18 microdermabrasion systems and 16 post treatment
cooling systems from Syneron.  As of May 25, 2005, the Debtors
paid approximately $1.2 million for the equipment.

             Avoidance of Preferential Transfers

The Debtors' counsel, Keith Miles Aurzada, Esq., at Akin Gump
Strauss Hauer & Feld LLP, tells the Bankruptcy Court that the
Debtors may avoid the transfer of certain security interests to
Syneron because they were insolvent when the transfer was made and
Syneron received more than it would have if the Debtors' assets
were liquidated in a chapter 7 proceeding.

Mr. Aurzada adds that the transfer should be avoided and set aside
as fraudulent because it was made with actual intent to delay or
defraud creditors.

For these reasons, Mr. Aurzada explains that the Debtors are
entitled to release from the security interests and recover, from
Syneron, certain amounts to be determined at trial.  The amount
should not be less than the sum of the transfers plus interest and
litigation costs.

                     Breach of Contract

The Debtors also want payment for damages they incurred as a
result of using ineffective hair removal equipment sold by
Syneron.  Mr. Aurzada says that the Debtors lost money from using
Syneron's ineffective hair removal system because they were forced
to provide customers with additional hair removal treatments or
refund costumer's money.  A number of the Debtors' costumers have
also complained that the hair removal equipment burned them,
causing semi-permanent damage to their skin and nervous systems.

Syneron -- http://www.syneron.com/-- manufactures and distributes
medical aesthetic devices that are powered by the patented
elos(TM) system - a  combined-energy technology of Bi-Polar Radio
Frequency and Light.  Syneron's corporate, R&D, and manufacturing
headquarters is located in Israel.  Syneron has offices and
distributors throughout the world, including North American
Headquarters in Canada, European Headquarters in Germany, and
Asia-Pacific Headquarters in Hong Kong.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors.  The Company and
its debtor-affiliates filed for chapter 11 protection on March 7,
2005 (Bankr. D. Nev. Case No. 05-50463).  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


SUN HEALTHCARE: Inks Settlement Pact with State of California
-------------------------------------------------------------
Sun Healthcare Group, Inc. (NASDAQ: SUNH) reached an agreement
with the Bureau of Medi-Cal Fraud and Elder Abuse of the Office of
the Attorney General of the State of California on a revised
Permanent Injunction and Final Judgment relating to the inpatient
operations of Sun's subsidiaries in California.

This agreement concludes a more than two-year investigation by the
BMFEA of alleged violations by Sun of an existing Permanent
Injunction and Final Judgment entered in 2001, including
allegations relating to inadequate staffing, training and
supervision.  The revised Permanent Injunction, among other
things, requires adherence by Sun's subsidiaries to certain
clinical practices specified in the revised Permanent Injunction,
compliance with staffing requirements and payment of a civil
monetary penalty and the costs of the BMFEA's investigation, which
aggregate $2.5 million.

"We believe that we are, and have been, in compliance with all
applicable laws, reflecting our commitment to ethical care and
quality of life for our patients and residents," said Rick Matros,
Sun's chief executive officer, "but also believe that putting this
matter behind us now is the right decision for our patients, our
company, our employees and our stockholders.  This two-year
process, which has just concluded, has been a long and arduous
journey that entailed the resolution of a long list of complicated
issues."

Mr. Matros also noted that the amount payable to the BMFEA will be
paid on a quarterly basis over two years, commencing in October
2005, and has been fully reserved.

Headquartered in Albuquerque, New Mexico, Sun Healthcare Group,
Inc., with executive offices located in Irvine, California, owns
SunBridge Healthcare Corporation and other affiliated companies
that operate long-term and post-acute care facilities in many
states.  In addition, the Sun Healthcare Group family of companies
provides therapy through SunDance Rehabilitation Corporation,
medical staffing through CareerStaff Unlimited, Inc., home care
through SunPlus Home Health Services, Inc., and medical laboratory
and mobile radiology services through SunAlliance Healthcare
Services, Inc.  The Company filed for chapter 11 protection on
Oct. 14, 1999 (Bankr. D. Del. Case No. 99-03657).  Mark D.
Collins, Esq., and Christina M. Houston, Esq., at Richards, Layton
& Finger, P.A., represent the Debtor.  The Court confirmed the
Debtor's chapter 11 Plan on Feb. 6, 2002, and the Plan took effect
on Feb. 28, 2002.

At June 30, 2005, Sun Healthcare's balance sheet showed a
$117,463,000 stockholders' deficit, compared to a $123,380,000
deficit at Dec. 31, 2004.


TENGASCO INC: Losses & Deficit Raise Going Concern Doubts
---------------------------------------------------------
Tengasco, Inc. delivered its Quarterly Report on Form 10-Q for the
period ending June 30, 2005, to the Securities and Exchange
Commission last month.

In its report, the Company stated that it has incurred
continuous losses through operations and has an accumulated
deficit of $33,936,415 and a working capital deficit of $4,213,042
as of June 30, 2005.

                    Going Concern Doubt

BDO Seidman, LLP, raised doubts about Tengasco's ability to
continue as a going concern after looking at the company's 2004
financial statements.  Tengasco echoes those concerns in its first
and second quarter reports, pointing to the losses and deficit.

                     About the Company

Headquartered in Knoxville, Tennessee, Tengasco Inc. is engaged in
the business of exploring for, producing and transporting oil and
natural gas in Tennessee and Kansas.  The Company leases producing
and non-producing properties with a view toward exploration and
development. Emphasis is also placed on pipeline and other
infrastructure facilities to provide transportation services.
Tengasco uses seismic technology to improve the recovery of
reserves.  Its lease position in these areas in Tennessee is
approximately 28,338 acres.


TRISTAR HOTELS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tristar Hotel and Investments, LLC
        165 East El Camino
        Mountain View, California 94040

Bankruptcy Case No.: 05-55789

Chapter 11 Petition Date: September 13, 2005

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Steven J. Sibley, Esq.
                  Law Offices of DiNapoli and Sibley
                  10 Almaden Boulevard, #1250
                  San Jose, California 95113-2233
                  Tel: (408) 999-0900

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


UAL CORP: Wants More Time to Decide on Real Estate Leases
---------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to extend the period
within which they may assume or reject unexpired non-residential
real property leases through the date on which their plan of
reorganization is confirmed.

The Debtors anticipate a disclosure statement hearing in early to
mid October, and a confirmation hearing in January 2006.
However, the Debtors cannot guarantee that the Plan will be
confirmed.

The Debtors' deadline to decide on whether to assume or reject
their leases will expire on the earlier of:

   (a) the expiration of their Exclusive Period; or

   (b) the conclusion of the Disclosure Statement Hearing.

If the Disclosure Statement Hearing commences in mid-October, the
Debtors will have to assume or reject all of their real estate
leases by that time.  This timetable will not allow the Debtors
to make reasonable decisions on their leases, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
says.

Without an extension, the Debtors may be forced to assume all
remaining leases, incur obligations to make $15,000,000 in cure
payments, and take on over $2,000,000,000 in rent obligations.

Given the amount of money at stake, the Court should extend the
Debtors' Lease Decision Period, Mr. Sprayregen asserts.  The
Debtors should not be forced to incur billions of dollars of
administrative liabilities before the fate of the Plan is known.
Landlords will not be prejudiced because they will continue to
receive administrative rent and will know the status of leases at
the Disclosure Statement Hearing.

Mr. Sprayregen points out that the Debtors are finishing their
fleet plan and route structure.  However, the process is not yet
complete.  Lacking clarity on the fleet and route structure, the
Debtors cannot determine their needs for airport facilities at
certain locations, particularly where they offer few flights.
Through a resource and asset optimization analysis, the Debtors
have identified excess capacity at certain airports, although
they have not assumed the corresponding leases.

The Debtors have just begun negotiations with these landlords,
Mr. Sprayregen continues.  Early assumption of the leases would
impede the Debtors' goal of restructuring their operations to
maximize efficiency.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USGEN NEW ENGLAND: Tennessee Gas Objects to Discovery Request
-------------------------------------------------------------
In September 2003, USGen New England, Inc., rejected its contract
with Tennessee Gas Pipeline Company for the transportation of
natural gas for use at several New England power plants owned and
operated by USGen.  Gordon A. Coffee, Esq., at Winston & Strawn
LLP, in Washington, DC, relates that under the Contracts, USGen
reserved daily capacity of 60,000 dekatherms of gas on a segment
of TGP's 200 line from Wright, New York to Mendon, Massachusetts.
Because of the operating characteristics of the plants, Mr.
Coffee explains that USGen had found that it could purchase gas
as and when needed, with delivery directly at the plant
locations, more economically than purchasing gas elsewhere and
transporting it to the plant under the Contracts.  USGen was also
contemplating selling the plants, Mr. Coffee adds.

On October 17, 2003, TGP filed a $46 million claim against USGen
for damages arising from the rejection of the Contracts.  Mr.
Coffee relates that almost a year later, TGP amended its claim to
$41 million.  The reduction purportedly represented the extent to
which TGP had been able to mitigate its damages through resale of
the pipeline capacity freed up by the rejection of the Contracts.
However, Mr. Coffee notes that the amended claim did not explain
how TGP arrived at its new number.

According to Mr. Coffee, USGen attempted to negotiate settlements
with a number of claimants.  USGen was successful in reaching
agreements with almost all of the claimants particularly those
with larger claims.  TGP was a notable exception.

Settlement negotiations with TGP ended in March 2005.
Subsequently, USGen filed a formal objection to TGP's amended
claim.  USGen asserted that TGP had, or could have, mitigated its
damages in full.  On June 3, 2005, TGP replied that it was unable
to resell the pipeline capacity freed up by the rejection of the
Contracts.  TGP asserted that despite its remarkable efforts,
only a few bids have surfaced in the past two and a half years
for the USGen capacity that have resulted in revenue for TGP to
offset or replace the lost USGen revenue.

                        Document Requests

Mr. Coffee explains that the issue is the extent to which TGP has
suffered damages because of USGen's rejection of the Contracts.
On May 4, 2005, USGen served document requests and
interrogatories inquiring about:

   -- TGP's efforts to resell the pipeline capacity USGen had
      reserved under the Contracts; and

   -- TGP's success in doing so.

USGen further sought specifics on how TGP calculated its amended
claim, including the credit TGP was giving for mitigation.

TGP responded to the delivery requests on June 3, 2005, the same
day it filed its reply.  Mr. Coffee discloses that TGP answered
most of the interrogatories by reference to documents.  However,
it failed to provide referenced documents or at least to update
them as promised in the answers, Mr. Coffee notes.  TGP committed
to provide documents responsive to document request at a later
date.

According to Mr. Coffee, TGP objected to several document
requests as premature and stated that it was refusing to provide
communications with third parties concerning its claim and the
impact on TGP of USGen's rejection of the Contracts.  TGP
asserted that the latter request was too vague and sought
information that was not relevant.  TGP also objected to several
other requests on the basis of privilege.

Based on TGP's assurance that it would soon be providing
documents, USGen agreed in mid-June to TGP's request for an
aggressive discovery and trial schedule.  However, Mr. Coffee
points out that soon after that agreement was reached, TGP began
dragging its feet on actually producing the responsive documents
or providing substantive information.  Mr. Coffee tells the Court
that TGP still has not provided much of the information and most
of the documents USGen requested in discovery.

Accordingly, USGen asks the U.S. Bankruptcy Court for the District
of Maryland to compel TGP to provide answers to interrogatories
and documents responsive to USGen's document requests.

                          TGP Responds

TGP contends that it has made a good-faith, diligent effort to
provide USGen with all discoverable information and documents
responsive to USGen's requests.

Kenneth W. Irvin, Esq., at McDermott Will & Emery LLP, in
Washington, D.C., points out that in all but two categories of
documents, TGP is producing all requested non-privileged
documents and data.

For USGen's requests concerning (1) events prior to USGen's
rejection of its executory contracts with TGP, and (2) TGP's
revenues from sales of Interruptible Transportation, Mr. Irvin
argues that these requests do not lead to the discovery of
admissible evidence.  USGen's arguments for discovery of those
two areas lack merit and invade the regulatory regime prescribed
for TGP's rates, asserts Mr. Irvin.

TGP asks the Court to deny USGen's request.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005
(PG&E National Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WAPAKONETA MACHINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wapakoneta Machine Co.
        300 North Street
        P.O. Box 429
        Wapakoneta, Ohio 45895

Bankruptcy Case No.: 05-39734

Type of Business: The Debtor manufactures knives.
                  See http://www.wapakonetamachine.com/

Chapter 11 Petition Date: September 14, 2005

Court: Northern District of Ohio (Toledo)

Debtor's Counsel: H. Buswell Roberts, Jr., Esq.
                  Shumaker, Loop & Kendrick, LLP
                  1000 Jackson Street
                  Toledo, Ohio 43624
                  Tel: (419) 241-9000

Total Assets: $4,004,299

Total Debts:  $3,784,582

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
PBGC                          Unfunded pension        $2,349,388
1200 K Street Northwest       obligation
Washington, D.C. 20005-4026

Timken Latrobe Steel          Business expense          $212,673
Dist. 594
P.O. Box 360336
Cedar Hill Place, Suite 17
Pittsburgh, PA 15251-6336

Century Sun Metal Treating    Business expense           $76,127
2411 West Aero Park Court
Traverse City, MI 49686

AM Castle & Co.               Business expense           $66,410
Castle Metals

Walter Metals Corp.           Business expense           $65,606

Diamond Metals                Business expense           $41,859

Anderson-Shumaker Co.         Business expense           $31,369

Crucible Service Centers      Business expense           $23,165

Alcon Tool Company            Business expense           $22,764

D.B. Engineering PVT Ltd.     Business expense           $21,106

Paragon Service & Supply      Business expense           $16,705

Eagle Rubber Products         Business expense           $15,355

Detroit Flame Hardening       Business expense           $15,169

Peter Wolters of America      Business expense           $14,331

Hi-Tech Wire Inc.             Business expense           $13,186

Letourneau Inc.               Business expense           $11,408

Peerless Laser Processors     Business expense            $6,154

Supply Connection             Business expense            $5,296

Jowitt & Rodgers Co.          Business expense            $4,671

FPI Industries                Business expense            $4,364


WE CARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: We Care Transportation, Inc.
        401 East Amherst Street
        Buffalo, New York 14215

Bankruptcy Case No.: 05-18048

Type of Business: The Debtor provides all aspects of ground
                  transportation.  The Debtor is a member of the
                  We Care Group.
                  See http://www.wecaretransportation.com/

Chapter 11 Petition Date: September 15, 2005

Court: Western District of New York (Buffalo)

Debtor's Counsel: William J. Brown, Esq.
                  Phillips, Lytle LLP
                  3400 HSBC Center
                  Buffalo, New York 14203
                  Tel: (716) 847-8400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Internal Revenue Service                      $928,085
130 South Elmwood Avenue, Room 249
Buffalo, NY 14202
Attn: Joseph Vilardo

Laidlaw Transit                               $492,905
45 Anderson Road
Cheektowaga, NY 14225

Carrier Coach                                 $142,760
P.O. Box 13
Gowanda, NY 14070

American Express                               $96,025

Sado Gas Sales                                 $54,168

Phillips Lytle LLP                             $52,986

Freed Maxick & Battaglia, PC                   $50,651

United Refining Company                        $41,040

CarQuest                                       $29,418

Noco Energy Corporation                        $21,670

Bank of America-Corporate                      $20,794

Dickinson Wright PLLC                          $20,701

D&F Travel                                     $20,415

Gorman Enterprises                             $19,806

Aftercare Nursing Services Inc.                $19,794

Sunoco                                         $19,663

Main Tire Exchange, Inc.                       $18,885

Prevost                                        $18,291

Napa Elmwood Avenue                            $18,194

Grand Tours-Ridge Road Express                 $17,175


WINN-DIXIE: Gets Court Nod to Reject Panasonic and IRI Contracts
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
authority to Winn-Dixie Stores, Inc., and its debtor-affiliates to
reject two executory contracts as of Aug. 18, 2005:

    (1) A master lease and related schedules pursuant to which
        the Debtors lease in-store copiers from Panasonic
        Communications & Systems Company; and

    (2) An agreement with Information Resources, Inc., pursuant
        to which IRI was to configure and implement software to
        satisfy the Debtors' requirements for retail category
        management and assortment planning.

As reported in the Troubled Company Reporter on Aug. 12, 2005,
by rejecting the Contracts, the Debtors will avoid unnecessary
expense and burdensome obligations that provide no tangible
benefit to their estates or creditors, D.J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, asserts.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


XYBERNAUT CORP: U.S. Trustee Appoints 5-Member Creditors Committee
------------------------------------------------------------------
The United States Trustee for Region 4 appointed five creditors
to serve on the Official Committee of Unsecured Creditors in
Xybernaut Corporation and its debtor-affiliate's chapter 11 cases:

     1. American Express Travel Related Services Company, Inc.
        Attn: William J. Burnett, Esq.,
        Smith, Giacometti & Chikowski, LLC
        Land Title Building
        100 South Broad Street, Suite 1200
        Philadelphia, Pennsylvania 19110-1015
        Phone: 215-496-1910, Fax: 215-496-1915

     2. Salesforce.com
        Attn: Joe Hunt
        One Market, Suite 300
        San Francisco, California 94105
        Phone: 415-901-3596, Fax: 415-520-9355

     3. Threespot Media, LLC
        Attn: Melissa Quinley
        3333 14th Street, NW
        Suite 300
        Washington, D.C. 20010
        Phone: 202-470-1270, Fax: 202-518-0425

     4. Westgate Consulting Group, Inc.
        Attn: Michael L. Albarelli
        6 Plasner Court
        Jackson, New Jersey 08527
        Phone: 732-364-9581, Fax: 732-363-2512

     5. Julius Boniface Rauch IV
        2411 Tracy Place
        Washington, D.C. 20008
        Phone: 202-549-0750

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


XYBERNAUT CORP: Section 341(a) Meeting Slated for September 21
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Xybernaut
Corporation and its debtor-affiliate's creditors at 10:00 a.m., on
Sept. 21, 2005, at the Office of the U.S. Trustee, 115 South Union
Street, Suite 208, Alexandria, Virginia 22314.  Xybernaut
Solutions, Inc.'s creditors meeting will start at 10:30 a.m., on
the same date and venue.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


YUKOS OIL: 8 Investment Companies Own 70,860 Shares at June 30
--------------------------------------------------------------
In separate filings with the U.S. Securities and Exchange
Commission, eight investment companies disclosed that they owned
70,860 issued by Yukos ADR, as of June 30, 2005:

         Investor                    Shares        Value
         --------                    ------        -----
   Accessor Funds, Inc.              12,560      $28,637
   Forward Funds, Inc.                2,100        4,788
   J.P. Morgan Series Trust II        8,000       18,240
   John Hancock Trust                 5,000       11,400
   New Covenant Funds                 5,400       12,312
   The Hirtle Callaghan Trust        11,100       25,308
   The Vantagepoints Funds            5,700       12,996
   The World Funds, Inc.             21,000       47,880

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


YUKOS OIL: Menatep & Banks File $1.1 Billion Lawsuit in Amsterdam
-----------------------------------------------------------------
Creditor banks led by Societe Generale S.A. filed a lawsuit
against Yukos Oil Company in Amsterdam, Netherlands, seeking to
recover about $480 million in outstanding debt, according to
Bloomberg News.

Yukos entered into a $1,000,000,000 loan agreement with the Banks
in September 2003.  Among the Banks are Citigroup's Citibank unit,
Deutsche Bank A.G., BNP Paribas S.A. and ING Bank N.V.

The Banks want the Dutch Court to enforce money judgments entered
by the English High Court in June 2005 totaling more than $480
million, Duco Oranje, Esq., a partner at Clifford Chance, in
Amsterdam, told Bloomberg.

According to Wendell Broere and Tom Miles at Reuters, the
Amsterdam lawsuit is targeting Yukos Finance B.V., a holding
company based in Amsterdam that controls Yukos' foreign assets --
the Mazeikiu refinery in Lithuania and the Transpetrol pipeline
operator in Slovak.

Yukos Finance transferred its assets totaling about $1 billion to
the Dutch foundation Stichting Administratiekantoor Yukos Finance
in April 2005, Reuters says.

                   Group Menatep Joins Lawsuit

Group Menatep Ltd., Yukos' main stockholder, also filed a
complaint in Amsterdam through its subsidiary, Moravel
Investments Ltd., Reuters relates in a separate report.

Group Menatep joins the Banks' lawsuit and demands $650 million
from Yukos in connection with a $1.6 billion loan Moravel granted
Yukos in 2003 through Societe Generale.

"Now we have a claim against YUKOS as a creditor.  We are not
acting as a shareholder here, but as a creditor," Allard Huizing,
a lawyer for Moravel, told Reuters.

The Banks want to break up the Dutch foundation to recover on
Yukos' debts, but Moravel wants to maintain the foundation's
structure to keep Yukos assets out of Russia's control, Reuters
relates.

According to Reuters, the Amsterdam Court is expected to rule on
the matter on September 29.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Cadwalader Adds Three Special Counsel in New York Office
----------------------------------------------------------
Cadwalader, Wickersham & Taft LLP, one of the world's leading
international law firms, has named Loren R. Taub, Esq., and David
A. Viklund, Esq., as Special Counsel to the firm in the Global
Finance Department, and Terence L. Workman, Esq., as Special
Counsel to the firm in the Capital Markets Department.

"We are very pleased to welcome these outstanding attorneys as
Special Counsel to the firm," said Robert O. Link, Jr., Esq.,
Cadwalader's Chairman.  "They demonstrate the firm's continued
strength in the areas of banking, real estate and capital markets.
It is a great pleasure to welcome them today and we look forward
to their success and progress in years to come."

Ms. Taub, whose practice focuses on real estate, advises major
institutional lenders and borrowers in connection with
construction and permanent mortgage loans, securitized loans, and
sale leaseback/leveraged lease transactions.  She also represents
purchasers and sellers in the acquisition and disposition of
commercial real estate property.  Prior to joining Cadwalader, she
was an associate at DLA Piper Rudnick Gray Cary US LLP.  Ms. Taub
received her J.D., with distinction, from Emory University School
of Law, where she was named to Order of the Coif and was a Sidney
Park Scholar.  She earned her B.A. from Emory University.

Mr. Viklund also concentrates his practice on real estate.  He
represents investment banks and other financial institutions and
their conduits in connection with the origination of mortgage
loans secured by shopping centers, office building and multifamily
apartment complexes, hotels and credit leases.  He also has broad
expertise advising foreign banks in connection with their domestic
lending programs, including the negotiation of intercreditor, co-
lender and syndication documentation.  Finally, he represents
institutional real-estate investors, opportunity funds and REITs
in connection with the acquisitions financing of real estate
projects nationwide.  He is a graduate of St. John's University
School of Law, where he was a member of the Law Review, and of
Muhlenberg College.

Terence Workman has two decades of experience serving as counsel
to issuers, borrowers, lenders and underwriters in a broad array
of municipal finance transactions.  He has worked on bridge, toll
road, transit, airport, public power, general obligation,
distressed municipality, utility, environmental, health care,
university and other not-for-profit financings.  Mr. Workman, who
joins Cadwalader from Hawkins Delafield & Wood LLP, where he was a
partner, received his J.D. from Fordham University School of Law
and his B.A. from Marshall University.

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, Washington
and Beijing.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents.  The firm
offers legal expertise in antitrust, banking, business fraud,
corporate finance, corporate governance, environmental,
healthcare, insolvency, insurance and reinsurance, litigation,
mergers and acquisitions, private client, private equity, project
finance, real estate, securities and financial institutions
regulation, securitization, structured finance, and tax.


* BOOK REVIEW: The Global Bankers
---------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Paperback:  416 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/0452265126/internetbankrupt

The Global Bankers is a fascinating book that examines global
banking activities as they were carried out on the eve of the
1990s from its three major centers: New York, London, and Tokyo.
The author, Roy C. Smith, says his goal in writing the book was to
"identify who all these busy people are who practice global
banking today and what it is that they do."  He is one of those
busy people himself, having been a partner at Goldman, Sachs
before moving to academia.

First published in 1989, The Global Bankers discusses the banking
systems of the U.S., Europe, and Tokyo separately, but always
underscoring their interconnectedness.  Mr. Smith traces the
international development of the markets and highlights the
principal distinctions and most important and topical features of
each.

Throughout the book, Mr. Smith introduces terms and definitions
for the reader new to the field, but never in a condescending way.
(He includes a useful glossary as well.)  The introduction looks
at the global banking system from the point of view of a
fictitious but astute U.S. businessman who discovers how the
globalization of banking has extended the range of opportunities
available to him.  "George" learns all about merchant banks,
banques d'affaires, clearing banks, junk bonds, and collateralized
mortgage obligations.  The greater part of the book is made up of
four sections entitled "The Internationalization of American
Finance," "Crusades in European Finance," "The Floating World of
Japanese Finance," with a final chapter called "Looking to the
Millenium."

Mr. Smith shows how the initial impetus to the tremendous growth
of financial assets and instruments of the late 20th century was
the burgeoning balance-of-payment deficits incurred by the U.S.
after World War II.  Once the U.S. halted sales of gold reserves
to foreign dollar-holders and the fixed-rate foreign-exchange
system was abandoned for a floating system, financial deregulation
occurred in many countries, and financial resources flowed to
attractive opportunities worldwide.  The next big challenge took
the form of high oil prices, and in 1979 the U.S. Federal Reserve
instituted money-supply controls, with consequential high interest
rates and acute volatility in the markets for financial
instruments and foreign exchange.  The 1980s heralded the era of
the institutional investor/trader, a financial boom, and then
October 19, 1987, when markets crashed in New York, London,
Frankfurt, Zurich, Sydney, Tokyo, and Hong Kong.  Much of the
chapter on the U.S. is devoted to these events.

Mr. Smith also examines innovative developments in European
finance during this same period, beginning with the rise of the
Eurobond market and including the free-market reconstruction of
the London Stock Exchange and the surprising resurgence of
pragmatic capitalism in socialist-leaning Europe.  He then
attempts to demystify the financial customs of the Japanese, and
stresses the interdependence of the U.S. and Japan.

Mr. Smith closes by identifying some trends and "megatrends," and
with some predictions and admonitions for the subsequent decade,
the 1990s.  He was right on target with some of these, and some go
far toward explaining what is happening in the markets right now.

Roy C. Smith is a professor of entrepreneurship, finance, and
international business at New York University.  Prior to 1987, he
was a General Partner of Goldman, Sachs & Co.

                          *********

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.

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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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