TCR_Public/050919.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 19, 2005, Vol. 9, No. 222

                          Headlines

A. Q. GROUPS: Case Summary & 5 Largest Unsecured Creditors
ACCIDENT & INJURY: Judge Hale Approves Disclosure Statement
ADVANSTAR COMMS: Liquidity Concerns Prompt S&P to Junk Sub. Debt
ALLIANCE LEASING: To Sell Remaining Assets Under Liquidating Plan
ALLIED HOLDINGS: Torbits Want to Collect $720K 8th Cir. Judgment

AMAZON.COM: S&P Raises Credit Rating to BB- Due to Good Cash Flow
ANCHOR GLASS: Court Approves $125 Million DIP Financing
ANCHOR GLASS: Taps Acclaris as Claims and Balloting Agent
ANCHOR GLASS: Wants to Continue Hiring Ordinary Course Profs.
ARGO-TECH CORP: Sale of Parent Company Spurs S&P to Review Ratings

ASARCO LLC: Gets Court Nod to Pay Costs Related to DIP Financing
ASARCO LLC: Wants Anderson Kill to Litigate Insurance Matters
ASARCO LLC: Union Blames Management for Bargaining Collapse
ATA AIRLINES: Pilot Union Leaders to Conduct Strike Vote for Pact
AURA SYSTEMS: Gets Court OK to Borrow $1.2MM More from AGP Lender

AURA SYSTEMS: Realty Unit Wants Court Nod on $8.75M Alliance Sale
BRUCE FERRINI: Case Summary & 20 Largest Unsecured Creditors
BUCKEYE TECHNOLOGIES: Lowers Third Quarter Earnings Expectations
BULL RUN: Restates Three Quarterly Reports to Correct Errors
CALPINE CORP: Forms CalBear Energy Venture with Bear Stearns

CAPACHE TRANSPORTATION: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Court Rejects Tucson's Call for Protective Order
CHC INDUSTRIES: Has Until Sept. 24 to File Objections to Claims
CHC INDUSTRIES: Ispat Fails in Bid to Appoint Examiner
CHEMRITE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

CITIGROUP MORTGAGE: Fitch Rates $20.04 Million Pvt. Certs. at BB
COLLINS & AIKMAN: Customers Extend Filing Deadline to Sept. 22
CREDIT SUISSE: S&P Junks Series 2002-10 Mortgage Securities Class
D.E.W. STEEL: Case Summary & 20 Largest Unsecured Creditors
DANA CORP: S&P Pares Ratings to BB+ Due to Earnings Guidance Cut

DANA CORP.: Earnings Outlook Reduction Cues Fitch to Cut Ratings
DELPHI CORP: Credit Protection Cost Multiplies 10x in Past 6 Mos.
DELTA AIR: Gets Court Nod to Use Lenders' Cash Collateral
DELTA AIR: Judge Beatty Okays $1.7 Billion Interim DIP Use
DELTA AIR: S&P Assigns Default Rating After Bankruptcy Filing

DESARROLLADORA HOMEX: S&P Puts BB- Rating on $200 Million Notes
DIALOG GROUP: Completes AdValiant Merger Transaction
DLJ MORTGAGE: S&P Junks Class B-3OC Mortgage Certificates
ELECTRONIC DATA: Moody's Revises Rating Outlook to Stable
ENVIRONMENTAL TRUST: Disclosure Hearing Continued to Sept. 22

EXIDE TECHNOLOGIES: Pays $15 Mil. Interest on 10-1/2% Sr. Notes
F2M LLC: Case Summary & 20 Largest Unsecured Creditors
FEEDCOM ENTERPRISES: Case Summary & Largest Unsecured Creditor
FIDELITY NATIONAL: S&P May Up Low-B Ratings After Certegy Merger
FIDELITY NATIONAL: Fitch Affirms BB- Rating on Sr. Debt Facility

FOSS MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
FREEDOM MEDICAL: Confirmation Hearing Scheduled for October 12
GEO GROUP: Completes $175 Million Financing for CSC Acquisition
HCC INDUSTRIES: AMETEK Acquisition Spurs S&P to Review Junk Rating
HINES HORTICULTURE: Nurseries Unit Selling Property for $47.8-Mil

IMMUCOR INC: Finds Material Weakness in Internal Control
INTERPUBLIC: Fitch Keeps B+ Rated Debt Facility on Negative Watch
JILLIAN'S ENT: Administrative Claims Bar Date Set on November 15
JO-ANN STORES: CFO B.P. Carney & EVP & Secretary V.G. Sachs Resign
KAISER ALUMINUM: U.S. Trustee Balks at Russell's Proposed Services

KERZNER INT'L: S&P Rates Planned $400 Million Senior Notes at B
KERZNER INT'L: Moody's Rates $400 Million Senior Sub. Notes at B2
KOPPERS INC: S&P Revises Outlook on Low-B Ratings to Stable
LAND O'LAKES: Moody's Reviewing Low-B Ratings for Possible Upgrade
MAULDIN-DORFMEIER: Cowles & Thompson Approved as Special Counsel

MCI INC: NY U.S. Attorney Ends Probe on Worldcom Accounting Issues
MERISTAR HOSPITALITY: Refinances $300 Million CMBS Portfolio Loan
MIDWESTERN TELECOMMUNICATIONS: Case Summary & 20 Largest Creditors
MITSUBISHI MOTORS: Moody's Reviews Ba2 Rating on 2002-1 Certs.
MOVIE GALLERY: Likely Low Performance Cues Moody's to Cut Ratings

NEW WEATHERVANE: Judge Walsh Formally Dismisses Bankruptcy Cases
NORMAN TIGLEY: Voluntary Chapter 11 Case Summary
NORTHWEST AIRLINES: 400 Pilots Stand to Lose Jobs
NORTHWEST AIRLINES: Ch. 11 Filing Cues S&P to Put Default Rating
NORTHWEST AIRLINES: Fitch Downgrades Issuer Default Rating to D

OFFICE PORTFOLIO: Fitch Affirms BB+ Rating on $17.1MM Certificates
ONESOURCE TECHNOLOGIES: Receives Notice of Default from Comerica
ONESOURCE TECHNOLOGIES: To Restate First Quarter 2005 Financials
OPTINREALBIG.COM: Court Extends Exclusive Periods Until October 21
P R HOSPITALITY: Case Summary & 18 Largest Unsecured Creditors

PACIFIC ENERGY: Moody's Puts Ba2 Rating on $150MM Sr. Unsec. Notes
PROMETRIX CORPORATION: Case Summary & 20 Largest Unsec. Creditors
RITE AID: Amends Senior Secured Facility to $1.75 Billion
RURAL/METRO: Equity Deficit Narrows to $111 Million at June 30
RUSSELL-STANLEY: Wants to Assign Leases to RSH Acquisition

S-TRAN HOLDINGS: Removal Period Stretched to November 9
S-TRAN HOLDINGS: Wants to Sell Remaining Assets in Mississippi
SANDY BAY: Case Summary & 29 Largest Unsecured Creditors
SEMCO ENERGY: Enters into $120 Million Revolving Credit Facility
SEMCO ENERGY: Moody's Revises Outlook on Ba2 Ratings to Stable

SHOPKO STORES: Extends Tender Offer for 9-1/4% Notes to Sept. 29
ST. MARYS CEMENT: Moody's Confirms B1 Ratings After Review
TASER INTERNATIONAL: Names Grant Thornton LLP as New Auditor
TELESYSTEM INT'L: Shares to Halt Trading at TXS on Sept. 27
TEREX CORP: Lenders Waive Reporting Requirement to Oct. 15

TOWNHOMES AT HILLTOP: Case Summary & 8 Largest Creditors
TRUDY DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
US AIRWAYS: Court Confirms Chapter 11 Plan of Reorganization
VARELA ENTERPRISES: Confirmation Hearing Moved to October 14
WAPAKONETA MACHINE: Case Summary & 20 Largest Unsecured Creditors

WESTERN WATER: Wants Excl. Plan Filing Period Stretched to Dec. 20
WINN-DIXIE: Court Approves Rejection of Four Grocery Store Leases
WINN-DIXIE: Court Approves Settlement Agreement With Heritage
WINN-DIXIE: Florida Tax Collectors Has Until Nov. 7 to File Claim
XEROX CORP: Moody's Takes Positive Outlook on Low-B Ratings

XYBERNAUT CORP: Creditors Panel Taps Blank Rome as Lead Counsel
XYBERNAUT CORP: U.S. Trustee Picks 5-Member Equity Holders Panel
XYBERNAUT CORPORATION: Meets With Newly Formed Equity Committee
YUKOS OIL: Cuts Net Loss By 94.5% in Second Quarter of 2005

* Proskauer Rose Names Christopher Wells as Partner in N.Y. Office

* BOND PRICING: For the week of Sept. 12 - Sept. 16, 2005

                          *********

A. Q. GROUPS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A. Q. Groups, Inc.
        1501 Robin Hood Road
        Richmond, Virginia 23220

Bankruptcy Case No.: 05-38202

Chapter 11 Petition Date: September 14, 2005

Court: Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: Michael J. Champlin, Esq.
                  Bowen, Champlin, Carr Foreman & Rockech
                  1919 Huguenot Road, Suite 300
                  Richmond, Virginia 23235-4321
                  Tel: (804) 379-1900
                  Fax: (804) 379-5407

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Adil Khan                        Open Account           $100,000
8151 Lake Rillhurst Road
Culpeper, VA 22701

The Vohra Group                  Lease & sale dispute   $100,000
1500 Sherwood Road
Richmond, VA 23220

City of Richmond Real Estate     Real Estate Taxes       $30,000
900 East Broad Street
Richmond, VA 23219

Uzma Khan                        Loan to Corporation     $25,000
8151 Lake Rillhurst Road
Culpeper, VA 22701

City of Richmond Real Estate                             Unknown
City Hall
900 East Broad Street
Richmond, VA 23219


ACCIDENT & INJURY: Judge Hale Approves Disclosure Statement
-----------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas approved the Third Amended
Disclosure Statement explaining the Third Amended Plan of
Reorganization filed by Accident & Injury Pain Centers Inc. last
month.

Judge Hale determined that the disclosure statement contained
adequate information -- the right amount of the right kind for
hypothetical investors to make informed decisions when asked to
vote for the Plan.

Objections to the Plan, if any, must be submitted by October 5,
2005.  The Court will convene a hearing on October 12 at 1:30 p.m.
to discuss the merits of the Plan.  

The Plan proposes to retain the Debtors' pre-petition ownership
and management structure.  The Plan also provides for the pre-
confirmation merger of Accident & Injury with the other debtor-
affiliates.  

A Creditors Distribution Trust, created pursuant to the Plan, will
be responsible for the distribution of funds to holders of Allowed
Unsecured Non Priority Claims.    

The Trust will hold all equity interests in the Debtors until all
allowed claims have been paid in full.  Thereafter, the equity
interests will be disbursed to Bob Smith and allowed subordinated
claims of insiders will be paid.

                    Treatment of Claims

The Plan will separately treat the claims filed against Accident &
Injury Pain Centers, Inc., its affiliated limited liability
companies, and Accident & Injury's principals Robert Smith and
Stephen Arthur Smith.

The allowed secured claim of Comerica against Accident & Injury,
consisting of approximately $1.7 million in account receivables
and $135,499 in equipment obligations, will be paid, with interest
at the original rate, in equal monthly installments over a three-
year period.   

North Texas' Equipment Obligation to Comerica ($314,783 of which
is on account of the North Texas MRI equipment notes and $95,000
pertaining to the North Texas MRI term notes), will be paid in
equal monthly installments, with interest at the original rate,
over the period from the Effective Date of the Plan through
January 2007.
   
White Rock's Term Obligation to Comerica, totaling $105,000 as of
September 30, 2005, will be paid in equal monthly installments,
with interest at the original rate, from the effective date of the
Plan through January 2007.

The allowed secured claim of Northeast Bancshares, Inc., against
White Rock, consisting of equipment obligation totaling $284,170,
will be paid, with interest at the original rate, in equal
amortizing monthly installments over a five-period.

The allowed secured claims of Northeast Bancshares against Rehab
2112, totaling $23,407, will be paid in equal amortizing monthly
installments over a five-year period, with interest at the
original rate.  The first installment is due on the Initial Plan
Distribution Date.

Receivable Finance will apply the certificates of deposit and
money market accounts securing Northeast Bancshares' claims to
satisfy these claims.  Any excess funds after the application of
the collateral will be transferred to the Creditors Distribution
Trust.

The Allowed Secured Claim of Colonial Savings against Bob Smith
will be paid in full over a 327-month period with interest at
5.75%.

Steve Smith will continue making payments in accordance with the
terms of the Countrywide Home Loans note and Countrywide Home will
retain its lien until its allowed secured claim is fully paid.

Accrued interest on Wells Fargo Home Mortgage's allowed secured
claim against Steve Smith will be paid on the Initial Plan
Distribution date.  The balance will be paid in monthly
installments for the first 24 months following the Initial Plan
Distribution date.  On the 25th month following the Initial Plan
Distribution date, any balance will be amortized over a 30-year
period and will be paid in equal monthly installments at the
original interest rate.

The allowed secured claim of Town North Bank, N.A., against Steve
Smith will be paid on the same terms as the Wells Fargo Home
Mortgage claim.

Allstate and Encompass' asserted secured garnishment claim against
the Debtors is subject to Comerica's setoff right and the class
will therefore receive nothing under the Plan.

Holders of allowed unsecured claims electing to reduce their
claims to $5,000 will receive that reduced amount in full in four
equal quarterly installments with the first payment beginning on
the Initial Plan Distribution Date.  

Holders of allowed general unsecured claims will be paid in full
with interest at the rate of 2.89% per annum over a 60-month
period beginning on the Initial Plan Distribution Date.  Each of
the Debtors will make these minimum monthly payments to the
Creditors Distribution Trust to meet the payment requirement for
this class:

     Debtor                       Minimum Monthly Contribution
     ------                       -----------------------------
     Accident & Injury                      $201,735
     Rehab 2112                               12,584
     North Texas                              12,125
     Lone Star                                11,890
     White Rock                               17,385
     Steve Smith                               2,000  
     Bob Smith                                 3,000

Holders of equity interests receive nothing under the Plan.  
Reorganized A&I will issue 100% of its common stock to Bob Smith.

                          Plan Funding

Payments to allowed Claims against the Debtors under the Plan will
be paid from:
   
     a) any income generated by property of a Debtor;
     
     b) proceeds from sales of property of a Debtor
     
     c) recoveries from Causes of Action retained by a Debtor;
    
     d) cash flow, after payment of normal and ordinary costs of
        operation, of a Debtor; and
     
     e) from the Plan Funding Reserve.

A schedule of the Debtors' assets as of the Plan Filing is
available for free at:

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

            Continuance of Allstate Civil Action

The judgment and related verdict on the civil action styled
Allstate Insurance Company, et al. v. Receivable Finance Company,
L.L.C., et al. (Civil Action No. 01-CV-2247-N) is on appeal in the
Fifth Circuit Court of Appeals.  The Debtors seek reversal of the
judgment.  The Debtors' liability in this action, if any, will not
be discharged under the Plan.  

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat    
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ADVANSTAR COMMS: Liquidity Concerns Prompt S&P to Junk Sub. Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and subordinated debt ratings on Advanstar Communications Inc. to
'B-' from 'B', and 'CCC' from 'CCC+', respectively, based on
increased concern over the company's ability to service the
pending rise in its consolidated cash interest payments.

At the same time, Standard & Poor's affirmed its 'B+' first-lien
senior secured bank loan rating, and raised its second-lien senior
secured debt rating to 'B' from 'B-'.  Also, Standard & Poor's
assigned a recovery rating of '1' to the company's $60 million
first-lien revolving credit facility and its $303 million in
remaining second-lien notes, indicating a high expectation for
full recovery of principal in a default scenario.  The recovery
ratings on these issues are based on improved recovery
expectations as a result of the company's recent permanent
reductions in its first- and second-lien loan balances with asset
sale proceeds.

All ratings other than the recovery ratings remain on
CreditWatch with negative implications, where they were placed on
July 7, 2005, following Advanstar's announcement that it is
exploring strategic alternatives, including the potential sale of
the company.  As of June 30, 2005, the New York, N.Y.-based
business-to-business media firm, which is analyzed on a
consolidated basis with its parent company, Advanstar Inc., had
about $614 million in consolidated debt.

"The lowering of Advanstar's corporate credit rating reflects
Standard & Poor's heightened concern about the adequacy of the
company's cash flow to meet its consolidated interest costs," said
Standard & Poor's credit analyst Steve Wilkinson.

Also, while the operating company currently has decent near-term
liquidity, its ability to fund the pending onset of its semiannual
$12.8 million cash interest payments could be restricted over time
unless EBITDA improves from the company's growth initiatives and
recent restructuring actions.  The operating company's cushion of
compliance with its fixed-charge covenant will shrink as it makes
restricted payments to its parent company to cover the parent's
interest expense.  Consequently, the operating company's ability
to make such payments could be restricted in late 2006 or early
2007 unless EBITDA increases.

Advanstar's ratings remain on CreditWatch pending a review of the
potential sale of the company.

"The Watch listing reflects concern that Advanstar's already high
debt leverage and weak discretionary cash flow potential could be
perpetuated or worsened if a purchase of the company is financed
predominantly with debt or debt-like preferred stock," said Mr.
Wilkinson.

Advanstar is unlikely to be taken off CreditWatch before the
company determines and completes its plan. In the event of a sale
of the company, when terms become clearer, we will evaluate the
capital structure, competitive positioning, strategic focus, and
cash flow potential of the company or surviving entity.  However,
a further downgrade is possible if Advanstar's operating
performance does not improve, its liquidity tightens, its leverage
increases, or its ability to fund the holding company's interest
payments worsens.


ALLIANCE LEASING: To Sell Remaining Assets Under Liquidating Plan
-----------------------------------------------------------------
Alliance Leasing Corporation delivered its Disclosure Statement
summarizing the provisions of its Plan of Reorganization to the
U.S. Bankruptcy Court for the Middle District of Tennessee in
Nashville on Aug. 30, 2005.

The Plan contemplates the liquidation of all of the Debtor's
assets for distribution to its creditors.  All causes of action
and other assets of the estate will be transferred to a
Liquidation Trust on the effective date of the Plan.  Michael E.
Collins, Esq., the chapter 11 Trustee, will serve as Plan Trustee.

                    Debtor's Business Model

Prior to their bankruptcy filing, the Debtor provided vehicle
leasing and brokerage services to credit union members throughout
the Southeast United States.  

Credit unions would finance the purchase of vehicles for its
members and ownership of these vehicles would then be titled to
the Debtor.  The Debtor, in turn, would lease these vehicles to
the union members.  At the end of the lease term, the Debtor would
sell the used vehicles and pay the credit unions the residual
value provided for in the leases.  The Debtor's profit was
generated by the difference between the total lease price to the
credit union member and the purchase price from vehicle dealers.  

The competitive climate of the leasing industry forced the debtor
to offer lower monthly lease payments by increasing the residual
value of the leases.  Higher residual values meant higher payments
to the credit unions and lower profits for the Debtor.  Sagging
profits eventually led to the Debtor's bankruptcy filing in Feb.
2005.

                       Remarketing Agent

Pursuant to the Plan, a Remarketing Agent will be retained to
market approximately 1,250 vehicles that need to be liquidated as
they come off the leases.  Mr. Collins tells the Bankruptcy Court
that the Remarketing Agent's network and liquidation system would
result in over $800,000 of additional recoveries to creditors.

The Debtor has a residual obligation associated with the remaining
lease portfolio of $16,670,932.  Mr. Collins says that that the
vehicles are expected to sell at 25% below their estimated
residual value -- resulting in expected aggregate losses of over
$4 million.

                    Treatment of Claims

Holders of residual claims on the leased vehicles will retain
their liens and will receive the proceeds from the liquidation of
the collateral subject to that lien.  

Holders of alleged trust fund claims will receive pro rata
payments to the extent funds are available after Administrative
Claims, Priority Tax Claims, and other priority claims are paid in
full.  

As of the petition date, the Debtor owes 119 costumers under this
class approximately $2.2 million for undelivered vehicles.  
Claimants under this class have asserted that the funds held by
the estate are held in trust for their benefit and are not
property of the estate.  Since the cost of litigating the issue
with each of the customers would severely diminish the funds
available in the estate, the Plan separately classifies the
alleged trust fund claims and provides a mechanism for creditors
who assert such claims to obtain treatment in such class.

General unsecured claimholders who are not insiders will receive
pro rata payments to the extent funds are available after
Administrative Claims, Priority Tax Claims, other priority claims,
and trust claims are paid in full.  Insiders will receive pro rata
payments after the non-insider General unsecured claimholders
receive full payment of their claims.

Equity interest holders will receive pro rata payment after all
other claims are paid in full.

Headquartered in Franklin, Tennessee, Alliance Leasing
Corporation, filed for chapter 11 protection on Feb. 28, 2005
(Bankr. M.D. Tenn. Case No. 05-02397).  Steven L. Lefkovitz, Esq.,
at Law Offices Lefkovitz & Lefkovitz represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $24,190,072 and total
debts of $29,147,788.


ALLIED HOLDINGS: Torbits Want to Collect $720K 8th Cir. Judgment     
----------------------------------------------------------------
Prior to Allied Holdings, Inc., and its debtor-affiliates'
bankruptcy filing, Ronald and Susan Torbit filed a civil action
against Debtor GACS Incorporated in the City of St. Louis
Circuit Court.  GACS is a subsidiary of Allied Automotive Group,
Inc., which in turn is a subsidiary of Allied Holdings, Inc.

The Torbits asserted product liability claims and sought damages
relating to personal injuries suffered by Mr. Torbit.  The Torbit
Case was removed to the United States District Court for the
Eastern District of Missouri.

On November 19, 2002, a judgment based on a jury verdict awarded
$693,000 to Mr. Torbit and $27,000 to Ms. Torbit.  GACS appealed
the Judgment to the U.S. Court of Appeals for the Eighth Circuit.  
Pending the appeal and as a condition of the stay of the
Judgment, an $850,000 supersedeas bond was provided by Traveler's
Casualty Insurance Company, as surety, with GACS, as the
principal.

On July 28, 2005, the Court of Appeals denied GACS' appeal and
affirmed the Judgment.  Rufus T. Dorsey, IV, Esq., at Parker,
Hudson, Rainer & Dobbs, LLP, in Atlanta, Georgia, explains that
the affirmation of the Judgment substantially completes the
appellate process with the exception of a petition for panel
rehearing, a petition for rehearing en banc or a petition for
certiorari to the United States Supreme Court, to the extent GACS
believes that any valid grounds exist for that action and elects
to do so.

Mr. Dorsey relates that after the Petition Date, any further
proceedings on the appeal have been suspended.

Accordingly, the Torbits ask Judge Drake to:

   (a) allow the appellate process to be completed;

   (b) declare the automatic stay inapplicable to either the
       supersedeas bond or any of their action to execute and
       apply the amounts to the Judgment; and

   (c) in the alternative, permit them to take action with regard
       to the supersedeas bond.

Mr. Dorsey notes that Rule 62(d) of the Federal Rules of Civil
Procedure permits an appellant to stay execution of a judgment by
posting a bond.  The judgment creditor is protected by the
supersedeas bond during the pendency of the appeal.  When the
appellate process is concluded, the judgment creditor is
authorized to take action directly against the bond and the
surety.  The bond is the surety's independent obligation, and the
surety submits to the jurisdiction of the trial court.  This type
of surety bond does not constitute property of the estate.

Mr. Dorsey asserts that continuing the appellate process
satisfies the three-prong test because "great prejudice" to GACS
or the bankruptcy estate will not result from completion of the
Appellate Process because the issues are narrow and have been
previously briefed by GACS' counsel.  The prospect ultimately
satisfying the Judgment with the bond also does not pose a
hardship for GACS because the issue is between third parties.

Moreover, Mr. Dorsey maintains that continuing the stay will
impose a hardship on the Torbits, which hardship considerably
outweighs any hardship to GACS.  There is also an overwhelming
likelihood of the Torbits' success on the merits.

"If [GACS] wishes to make any further challenge to the claims,
lifting the stay is the only logical alternative," Mr. Dorsey
argues.  Given the stage of the appeal, GACS does not intend to
ask the Bankruptcy Court to supplant the Eighth Circuit Court of
Appeals and the jury to reevaluate any of the issues relating to
the claims.  "The approach would be a waste of judicial resources
and unthinkable under the circumstances," Mr. Dorsey adds.

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)


AMAZON.COM: S&P Raises Credit Rating to BB- Due to Good Cash Flow
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Internet
retailer Amazon.com, including raising its corporate credit rating
to 'BB-' from 'B+'.  At the same time, Standard & Poor's affirmed
its 'B-1' short-term rating on the company.  The outlook is
stable.  Total debt outstanding was $1.5 billion as of June 30,
2005.

"The upgrade reflects Amazon's greater cash flow generation
capabilities and strengthened cash flow protection measures," said
Standard & Poor's credit analyst Diane Shand.  "These improvements
are attributable to the company's strong sales, lean cost
structure, and debt reduction."

Cash flow protection measures have strengthened, primarily because
of Amazon's repayment of $150 million of debt in 2004 and EUR200
million of its outstanding 6.875% convertible subordinated notes
in 2005.

The ratings on Amazon reflect the risks of rapid growth and the
company's participation in the intensely competitive retail
industry.  These risks are tempered by the company's solid market
position in online retailing.

Amazon has been successful at creating a strong brand, which is
critical to the long-term success of any retailer selling goods
through the Internet.  The company's focus on convenience,
service, selection, and content, and its low price strategy have
enabled it to increase revenues at about a 30% compound annual
rate over the past three years.  Amazon currently generates almost
$7.7 billion in annual sales.  The company has also typically done
a good job leveraging sales against fixed costs; its free cash
flow has grown dramatically.

Standard & Poor's Ratings Services expects sales growth to slow
from its current pace because Amazon is up against tough
comparisons and competition has increased.  Also, competition for
online sales began to escalate in 2004 as other online retailers
gained traction, and traditional store retailers have increased
their presence in the channel.  Still, sales growth should be in
the double-digit percentage area because consumers have responded
favorably to the company's everyday low pricing strategy.  Amazon
is also expected to further enhance its product offerings and
merchandising strategy.  Margins are expected to remain under
pressure because Amazon is lowering prices to drive demand and
stay competitive, investing in technology and content, and adding
lower margin products.


ANCHOR GLASS: Court Approves $125 Million DIP Financing
-------------------------------------------------------
Anchor Glass Container Corporation (Pink Sheets:AGCCQ) received
final approval from the U.S. Bankruptcy Court for the Middle
District of Florida for the issuance of $125 million of debtor-in-
possession Senior Secured Term Notes provided by certain holders
of its pre-petition Senior Secured Notes and agented by Wells
Fargo Bank.  The proceeds from these notes will be used to repay
the existing pre- and post-petition credit facilities, with the
balance to be used for working capital.

"This financing gives us the ability to fund our business plan,
which includes making the capital improvements required to
continue providing our customers with top quality and innovative
products," said Mark Burgess, Anchor Glass' chief executive
officer.  "We are pleased with this financing as it reinforces our
pre-petition Senior Secured Noteholders' commitment to Anchor
Glass' employees, suppliers and customers."

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


ANCHOR GLASS: Taps Acclaris as Claims and Balloting Agent
---------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to employ
Acclaris, LLC, as its noticing, claims and balloting agent.  

The Debtor tells the Bankruptcy Court that engaging Acclaris as
Noticing, Claims and Balloting Agent will enable them to expedite
the distribution of notices, the processing of claims, and the
tabulation of ballots and assist in relieving the Clerk's Office
of the administrative burden.

The Debtor believes Acclaris is well qualified to provide the
Debtor with experienced services as Noticing Claims and Balloting
Agent.  Acclaris has provided the Debtor with the same services
in its April 2002 bankruptcy case and, therefore, is familiar
with its operations, the Court and the bankruptcy process, Robert
A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida, says.

As official Noticing Claims and Balloting Agent, Acclaris will:

   (a) notify all potential claimants, as established by the
       Debtor's records, of the case and provide them with an
       appropriate proof of claim;

   (b) docket all claims received by the Clerk's Office and by
       Agent, maintain the official claims register on behalf of
       the Clerk of the Court and provide to the Clerk an exact
       duplicate thereof on a monthly basis;

   (c) upon completion of the docketing process for all claims
       received to date by the Clerk's Office, turn over to the
       Clerk a copy of the claims register for the Clerk's
       review;

   (d) specify in the claims register for each claim docketed:
       
          * the claim number assigned,

          * the date received,

          * the name and address of the claimant or agent,

          * the amount and classification of the claim asserted       
            by each claimant; and

          * the applicable Debtor.

   (e) maintain the mailing list of all entities that have filed
       proofs of claim, proofs of interest, or notices of
       appearance, which list will be available upon request of
       any party-in-interest or the Clerk;

   (f) prepare and serve required notices, motions and orders,
       and documents in these cases, including:

          * notice of the claims bar date;

          * notice of objections to claims;

          * notice of any hearings on a Disclosure Statement
            and confirmation of a plan;

          * other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or
            appropriate for an orderly administration of the
            chapter 11 case;

          * motions prepared by Debtor;

          * plans of reorganization, disclosure statements, and
            ballots; and

          * orders entered by the Court for which the Debtor is
            responsible for service.
   
   (g) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (h) maintain copies of all proofs of claim and proofs of
       interest;

   (i) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, which
       list will be available upon request of a party-in-interest
       or the Clerk's Office;

   (j) other services as may be requested by the Clerk's Office
       or the Debtor in connection with processing claims and
       providing notice to known creditors; and

   (k) collect, process and tabulate ballots cast in the Debtor's
       case.

The Debtor also proposes that:

   -- any claims register maintained by Acclaris will be open to
      the public for examination without charge during regular
      business hours;

   -- Acclaris will record all transfers of claims pursuant to
      Rule 3001 of the Federal Rules of Bankruptcy Procedure and
      provide notices of transfer as required by that rule; and

   -- Acclaris will timely serve out any motion, order or notice,
      but in no event later than three days after receipt of the
      motion, order or notice, or within a time the Court
      authorizes.

The Debtor seeks the Court's permission to pay Acclaris a $10,000
retainer, which will be applied to invoices.  The Debtor intends
to pay the Agent's invoices every two weeks pursuant to a fee
services agreement.

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


ANCHOR GLASS: Wants to Continue Hiring Ordinary Course Profs.
-------------------------------------------------------------
Anchor Glass Container Corp. asks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
professionals, which it utilizes in ordinary course, without the
submission of separate employment applications, affidavits, and
the issuance of separate retention orders for each individual
professional.

Anchor Glass currently seeks to employ 60 Ordinary Course
Professionals.  A list of the 60 Professionals is available for
free at http://researcharchives.com/t/s?18e

These Ordinary Course Professionals render a wide range of legal,
accounting, tax, real estate, and other services for the Debtor
that impact the Debtor's day-to-day operations, Robert A. Soriano,
Esq., at Carlton Fields PA, in Tampa, Florida, relates.  The
Debtor believes that the employment of the Professionals is
essential to avoid disruption of its normal business operations.  

With the additional cost associated in the preparation of
employment applications for the Ordinary Course Professionals who
will receive relatively small fees, the Debtor finds it
impractical and inefficient to submit individual applications and
proposed retention orders for each Ordinary Course Professional.  

The procedure will save the estate the substantial expenses
associated with applying separately for the employment of each
professional, Mr. Soriano maintains.  Furthermore, the procedure
will avoid the incurrence of additional fees pertaining to
preparing and prosecuting interim fee applications.  The
procedure will also relieve the Court and the U.S. Trustee of the
burden of reviewing numerous fee applications involving
relatively small amounts of fees and expenses.

Anchor Glass proposes to pay each professional 100% of the fees
and disbursements incurred upon the submission and approval by
the Debtor of an appropriate invoice.  The Debtor will pay up to
the lesser of:

   * $50,000 per month per Ordinary Course Professional; or

   * $500,000 per month, in the aggregate, for all Ordinary
     Course Professionals.  

If a professional seeks more than $50,000 in a single month or
$500,000 in the aggregate, that professional will be required to
file a fee application for the full amount of their fees in
accordance with Sections 330 and 331.

The Debtor proposes that within 30 days of the entry of an order
granting the Motion or the engagement of the professional by the
Debtor, each professional will serve and file with the Court:

   * an affidavit certifying the professionals' interest or
     disinterestedness to the Debtor or its estate; and

   * a completed retention questionnaire.

The Debtor reserves the right to supplement the list of Ordinary
Course Professionals from time to time as necessary.  In that
event, the Debtor will file an Ordinary Course Professional
Notice and serve the notice on parties-in-interest.

If no objection to any the additional Professional is filed with
the Court and served on the Debtor within 20 days after the
service of the Ordinary Course Professional Notice, retention of
the Professionals would be deemed approved by the Court without
the need for a hearing or further order.

Although certain of the Ordinary Course Professionals may hold
unsecured claims for prepetition services rendered, the Debtor
does not believe that any of the Professionals have an interest
adverse to the Debtor, its creditors or other parties-in-interest
on the matters for which they would be employed.  Thus, all of
the Professionals proposed to be retained meet the special
counsel retention requirement under Section 327(e) of the
Bankruptcy Code.

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


ARGO-TECH CORP: Sale of Parent Company Spurs S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Argo-Tech Corp. on
CreditWatch with negative implications.  The CreditWatch placement
follows the announcement in Argo-Tech's most recent 10-Q that its
parent, AT Holdings Corp. (unrated), is being sold to a group of
private equity firms for $173 million.

"The CreditWatch reflects the possibility of higher debt levels to
finance the acquisition, which could result in an increase in
Argo-Tech's already high leverage," said Standard & Poor's credit
analyst Christopher DeNicolo.  The details on how the purchase
will be financed were not disclosed.

Pending customary regulatory, shareholder, and debt-holder
approvals, the acquisition is expected to close by the end of
fiscal 2005 (ending Oct. 29, 2005).  Standard & Poor's will meet
with the company to determine the impact of the transaction on
credit quality.

Argo-Tech is the world's largest supplier of main engine fuel
pumps, which are used in approximately two-thirds of large
commercial aircraft in service.  The Cleveland, Ohio-based firm
also has leading positions in commercial and military airframe
fuel pumps and valves, aerial refueling components installed on
U.S. military aircraft, and components for ground fueling systems
for major commercial airports.  In addition, the company provides
cryogenic pumps and other components to the liquefied natural gas
industry.


ASARCO LLC: Gets Court Nod to Pay Costs Related to DIP Financing
----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas gave authority to ASARCO LLC and
its debtor-affiliates to pay the out-of-pocket costs and expenses
incurred by third-party lenders in connection with potential DIP
financing agreements in an amount not to exceed $350,000.

As reported in the Troubled Company Reporter on Sept. 5, 2005,
ASARCO estimates that, for a DIP facility in the range of
$75 million to $150 million, out-of-pocket expenses will range
from $275,000 to $350,000.  ASARCO has already received expense
reimbursement requests from its potential DIP lenders.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Case No. 05-21304), Encycle, Inc., and ASARCO
Consulting, Inc. (Case No. 05-21346) also filed for chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of Texas.  ASARCO has asked that the three subsidiary cases be
jointly administered with its chapter 11 case.  (ASARCO Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


ASARCO LLC: Wants Anderson Kill to Litigate Insurance Matters
-------------------------------------------------------------
Anderson Kill & Olick, L.L.P. is a global law firm with six
offices in the United States, employing around 130 lawyers.

James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
informs the Honorable Judge Schmidt of the U.S. Bankruptcy Court
for the Southern District of Texas that Anderson Kill has had
unparalleled success in obtaining insurance coverage for
policyholders in connection with environmental and toxic tort
liability, products liability, professional liability and
disability, and many other types of insurance.  The firm's
Insurance Recovery Group has been heralded by the New York Times
as "a leader in representing big corporations and individuals
against insurance companies."

In March 2004, Anderson Kill was employed by ASARCO, LLC, to
represent the company on insurance-related matters, including a
coverage action pending in Nueces County, Texas, which was set
for trial in January 2005.

Mr. Prince relates that Anderson Kill has performed substantial
work for ASARCO in connection with that coverage dispute,
including:  

   -- identifying and retaining expert witnesses and responding
      to discovery requests;

   -- successfully opposing a motion filed by Fireman's Fund
      Insurance Company for a declaration as to choice of law;

   -- successfully negotiating a voluntary stay of the coverage   
      action so that the parties can pursue resolution of the
      dispute in the context of a Section 524(g) proceeding;

   -- persuading Fireman's Fund Insurance to withdraw voluntarily  
      a motion to compel production of settlement agreements
      between ASARCO and other insurance companies;

   -- assisting ASARCO in connection with settlement negotiations
      with defendant Certain London Market Companies;

   -- producing substantial amounts of information to Fireman's
      Fund Insurance in preparation for the initiation of
      settlement discussions;

   -- identifying and contacting unrepresented and inactive
      London Market Company defendants to initiate settlement
      discussions;

   -- representing ASARCO on a contingency basis in connection
      with insolvent London Market defendants; and

   -- successfully recovering insurance proceeds for ASARCO
      from various London Market defendants.

In light of the substantial work Anderson Kill has performed
relating to ASARCO's businesses, and the impossibility of ASARCO
obtaining alternative counsel at this late juncture, ASARCO asks
for Judge Schmidt's permission to employ Anderson Kill as its
special insurance counsel, nunc pro tunc to the Petition Date.  

Within the 90-day period preceding the commencement of ASARCO's
Chapter 11 case, Anderson Kill received a $199,769 payment from
ASARCO for professional services rendered and expenses incurred
before the Petition Date.  Mr. Prince notes that since March
2004, Anderson Kill has held a $100,000 retainer.

Unless otherwise ordered by the Court, Anderson Kill will
continue to maintain the retainer and will bill ASARCO for its
fees and expenses in accordance with the Bankruptcy Code, and
will file applications for compensation and reimbursement as may
be appropriate.

The firm's professionals that will primarily provide services to
ASARCO and their hourly rates are:  

          Rhonda D. Orin                    $390
          Robert M. Horkovich                675
          William Passannante                525
          Daniel M. Healy                    250
          James Zeas                         220
          Izak Feldgreber                    210
          Harris Gershman                    190
          Brenda Bonazelli                   125

In addition, Anderson Kill has a contingency arrangement with
ASARCO with regard to the firm's efforts to recover insurance
proceeds on ASARCO's behalf from London Market Companies.
Pursuant to that arrangement, Anderson Kill will also receive 5%
of the insurance proceeds that it recovers in addition to any
expenses incurred.

Rhonda D. Orin, Esq., a partner at Anderson Kill, attests that
the firm does not hold nor represent any interest adverse to
ASARCO or its estate on the matters for which Anderson Kill is
being retained as special counsel, and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Case No. 05-21304), Encycle, Inc., and ASARCO
Consulting, Inc. (Case No. 05-21346) also filed for chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of Texas.  ASARCO has asked that the three subsidiary cases be
jointly administered with its chapter 11 case.  (ASARCO Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


ASARCO LLC: Union Blames Management for Bargaining Collapse
-----------------------------------------------------------
The United Steelworkers accused ASARCO officials of shamelessly
misrepresenting the circumstances around the collapse of
negotiations earlier this week and undermining the Union's good
faith effort to negotiate fair agreements for workers at the
company's mining, refining and smelting operations.

"These lavishly compensated executives at ASARCO and its parent,
Grupo Mexico, are simply trying to deflect attention from their
own failings that led to the current financial problems," said USW
District 12 Director Terry Bonds, "and their mean-spirited
insistence on hiring scab replacement workers has further
alienated our members and set back the effort to put Asarco's
house in order through the bankruptcy process."

ASARCO managers have claimed that the USW is somehow responsible
for the lack of progress in contract talks.

Mr. Bonds reiterated the Union's willingness to bargain and
challenged ASARCO's statement that contract language requiring a
potential buyer to recognize the Unions that represent ASARCO
employees would inhibit a sale.

"The USW is ready and willing to sit down and negotiate a fair and
equitable agreement with ASARCO at any time," Bonds said, "but
what does the company hope to accomplish by negotiating a contract
that would be worthless if one or more of the facilities are
sold?"

"Instead of discussing the issue further, ASARCO took the ultimate
step in disrespecting its workforce and brought in scabs."

The USW has filed charges with Region 28 of the National Labor
Relations Board and blames Grupo Mexico for deliberately and
illegally instigating the current strike at ASARCO's operations in
Arizona and Texas.

"We believe that cooperating with management is the only way to
save our mines, our plants and our jobs," Mr. Bonds said.  "As the
current labor dispute drags on, however, I have become less
confident that ASARCO and Grupo share this goal."

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.

Encycle/Texas, Inc. (Case No. 05-21304), Encycle, Inc., and ASARCO
Consulting, Inc. (Case No. 05-21346) also filed for chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of Texas.  ASARCO has asked that the three subsidiary cases be
jointly administered with its chapter 11 case.


ATA AIRLINES: Pilot Union Leaders to Conduct Strike Vote for Pact
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on August 30, 2005,
the Air Line Pilots Association, International, objects to ATA
Airlines, Inc.'s request to reject its 2002 collective bargaining
agreement with the Air Line Pilots under Section 1113 of the
Bankruptcy Code.

Frederick W. Dennerline III, Esq., at Fillenwarth, Dennerline,
Groth & Towe, in Indianapolis, Indiana, asserts that ATA attempts
to minimize the tremendous sacrifices already made by the ALPA
crewmembers.  Not unmindful of the Debtors' financial conditions,
ALPA has thrice agreed to modify the CBA to generate about $70
million in savings to ATA.

                      Strike Vote Authorized

The Air Line Pilots Association, International, said that its
president, Capt. Duane Woerth, has authorized pilot union leaders
at ATA Airlines to conduct a strike vote if they cannot reach an
acceptable agreement with the airline in the U.S. Bankruptcy Court
for the Southern District of Indiana.

The Court is expected to rule very soon on ATA's motion to reject
ALPA's collective bargaining agreement and impose more than $37
million in additional pay and benefit concessions.

"Our members have already provided almost $70 million in relief to
ATA since 2004, and these new demands would reduce our pay by more
than 40 percent from our 2005 rates," Capt. Jim Anderson, chairman
of the ALPA's ATA Master Executive Council, explained in a press
release.  "We are already severely underpaid, and we will not
hesitate to hold a strike vote if ATA insists on financing its
bankruptcy by slashing compensation for its pilots and flight
engineers."

The Union clarifies that the authorization to conduct a strike
vote does not mean that a strike or other legal job action is
imminent, rather, it authorizes the ATA union leadership to ask
its members if they want to go on strike.  A date for a vote has
not been set.

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)


AURA SYSTEMS: Gets Court OK to Borrow $1.2MM More from AGP Lender
-----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California, Los Angeles Division, authorizes Aura Systems, Inc.,
to borrow up to an additional $1.2 million of financing from AGP
Lender LLC.   

The Loan is secured by all of the assets of the Company (excluding
avoidance causes of action), and is junior in priority to all
liens in favor of the Koyah Entities (and all other pre-bankruptcy
secured creditors) that were perfected at the time of the
Company's bankruptcy filing and are not avoidable, and all liens
in favor of the Company's initial lender during the bankruptcy on
account of such lender's postpetition loan.  

The Loan is due and payable on June 30, 2006.  The Loan bears
interest at a rate of 17.5% per annum.  In addition, a loan fee
and a finder's fee were earned by the Lender in connection with
the Loan.  The Loan may not be prepaid, in whole or in part,
without the Lender's prior written consent.  The Lender has the
option at its sole discretion to convert all or any portion of the
Loan, and all accrued but unpaid interest into common stock of the
Company at any time during the term of the Loan.

A full-text copy of the DIP Loan Agreement is available for free
at http://ResearchArchives.com/t/s?188

A full-text copy of the Security Agreement is available for free
at http://ResearchArchives.com/t/s?189

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AURA SYSTEMS: Realty Unit Wants Court Nod on $8.75M Alliance Sale
-----------------------------------------------------------------
Aura Realty Inc., a Delaware corporation which is 50.1% owned by
Aura Systems, Inc., asks the United States Bankruptcy Court for
the Central District of California, Los Angeles Division, to
approve a Purchase Agreement and Escrow Instructions it signed
with Alliance Commercial Partners and Aura Systems with respect to
certain real property owned by Realty and leased to Systems.

The Purchase Agreement provides for a purchase price of
$8,750,000, which includes the assumption of an existing loan of
approximately $4,950,000.  If the sale occurs, the Company would
relinquish rights to lease all of the space that it currently
occupies and would instead lease only the approximately 27,000
square foot building located at 2330 Utah Avenue, Los Angeles,
California.  The lease would be for a term of two years at a base
rent of $17,550 per month on a triple net basis and a security
deposit of $17,550.  Under the lease, the Buyer would agree to
perform certain leasehold improvements up to a maximum amount of
$100,000.  

A full-text copy of the Purchase Agreement is available for free
at http://ResearchArchives.com/t/s?18a

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


BRUCE FERRINI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bruce P. Ferrini
        1080 Top of the Hill Drive
        Akron, Ohio 44333

Bankruptcy Case No.: 05-56047

Type of Business: The Debtor is a manuscript dealer.

Chapter 11 Petition Date: September 15, 2005

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Morris H. Laatsch, Esq.
                  Baker, Hardesty & Kaffen
                  520 South Main Street, #500
                  Akron, Ohio 44311
                  Tel: (330)762-7477

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First Merit                      1080 Top of the      $2,100,000
III Cascade Plaza, 3rd Floor     Hill Drive, Akron
Bankruptcy                       Ohio 44333
Akron, OH 44308                  Value of Senior Lien:
                                 $1,050,000

Guenther Hill and Clavroix       Breach of contract   $1,013,332
Allen E. Molnar, Esq.
550 Broad Street #810
Newark, NJ 07102-4582

First Merit                      1080 Top of the        $600,000
III Cascade Plaza, 3rd Floor     Hill Drive, Akron
Bankruptcy                       Ohio 44333
Akron, OH 44308                  Value of Senior Lien:
                                 $3,413,000

Michael Sharpe                   1080 Top of the        $263,000
1026 South Rafael Avenue         Hill Drive, Akron
Pasadena, CA 91105               Ohio 44333
                                 Value of Senior Lien:
                                 $3,150,000

J.P. Industrial                  Personal loan          $125,000
State Route 30
Lisbon, OH 44432

Bank One National                Parcel 2: 7374         $100,000
Payment Services                 Valleyview Drive,
Bankruptcy Department            Hudson, Ohio
P.O. Box 182223                  Value of Senior Lien:
Columbus, OH 43218-2223          $406,000

Ron Towne, Esq.                  Legal services          $88,686
Guy, Lammert & Towne
2210 First National Tower
Akron, OH 44308

Brockman, Coats, Gedelian & Co.  Accounting services     $76,270
1735 Merriman Road
Akron, OH 44313-9007

Weltman, Weinberg & Reis LPA     Lillie & Holderman      $57,727
323 West Lakeside Avenue         vs Bruce P. Ferrini
Suite #200
Cleveland, OH 44113-1099

Summit County Treasurer          Taxes                   $42,000
175 South Main Street
P.O. Box 80598
Akron, OH 44308

Thomarios                        Rent                    $30,000
Saturn Apollo Capital Group, LLC
One Canal Square Plaza
Akron, OH 44308

Chase Credit Card                Credit card             $19,822
P.O. Box 15298                   purchases
Wilmington, DE 19886-1194

Kaufman & Kaufman                Legal services          $15,888
Eric R. Kaufman, Esq.
820 Fifth Avenue
New York, NY 10020

First Merit                      Credit card             $12,885
III Cascade Plaza, 3rd Floor     purchases
Bankruptcy
Akron, OH 44308

Nissan Infiniti LT               2003 Nissan Murano      $10,604
P.O. Box 660366
Dallas, TX 75266-0366
Deficiency balance:

Joseph Scafidi, Inc.             Tailors and             $10,366
925 Euclid Avenue                Shirtmakers
Cleveland, OH 44115

Kahn, Dees, Donovan & Kahn, LLP  Legal services          $10,145
501 Main Street
P.O. Box 3646
Evansville, IN 47735-3646

Summit County Treasurer          Taxes                   $10,000
175 South Main Street
P.O. Box 80598
Akron, OH 44308

National City Bank               Credit card              $8,993
Private Client                   purchases
One NCC Parkway, KA 162B
Kalamazoo, MI 49009-8002

State of Ohio                    Taxes                    $8,970
Income Tax Division
P.O. Box 2618
Columbus, OH 43266-0018


BUCKEYE TECHNOLOGIES: Lowers Third Quarter Earnings Expectations
----------------------------------------------------------------
For the quarter ending September 30, 2005, Buckeye Technologies
Inc. (NYSE:BKI) expects to earn 5 to 7 cents per share, excluding
restructuring and early debt extinguishment costs.

While none of the Company's operations suffered serious damage
from Hurricane Katrina, the disruptions caused by the hurricane
Katrina and the impact of high material and energy costs are
expected to result in Buckeye's earnings falling below the
14 cents per share, excluding restructuring costs, earned in the
July-September quarter of the previous year.  Analysts expected
earnings for the current quarter, excluding restructuring and
early debt extinguishment costs, to be within the range of 9 to 13
cents per share.

The Company expects that sales for the quarter ending September
30, 2005, will be at or above the level achieved in the year ago
quarter.

Buckeye Chairman, David B. Ferraro, commented, "Although the high
costs we are experiencing and the disruptions caused by Hurricane
Katrina are disappointing, we do not anticipate that they will
have a long-term negative effect on our business.  We will be
repricing many annual contracts at the beginning of the calendar
year and have confidence that we will reestablish margin growth
during calendar year 2006."

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

                         *     *     *

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

Moody's also affirmed these ratings:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated Caa1

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

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

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

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

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

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


BULL RUN: Restates Three Quarterly Reports to Correct Errors
------------------------------------------------------------
Frederick J. Erickson, Bull Run Corporation's Vice President for
Finance, Chief Financial Officer, Treasurer and Assistant
Secretary informs the Securities and Exchange Commission in an 8-K
filing that the Audit Committee of the Company's Board of
Directors determined that the Company's unaudited interim
financial statements for each of the quarterly periods ended
November 30, 2004, February 28, 2005 and May 31, 2005, were
restated to correct errors related to the Company's accounting for
dividends on redeemable preferred stock and to report such
preferred stock as a current liability on the balance sheet.

The Company had incorrectly recorded dividends accruing on the
Company's redeemable preferred stock as a reduction of
stockholders' equity rather than interest expense in the statement
of operations.  As a result, interest expense, loss from
continuing operations and net loss were understated and preferred
dividends were overstated for the current fiscal year.  In
addition, the redeemable preferred stock had been reported as a
noncurrent liability, which, as a result, understated total
current liabilities.  The accounting errors had no effect on
previously reported operating income, earnings (loss) available to
common stockholders or earnings (loss) per share amounts.  Only
the interim fiscal periods subsequent to August 31, 2004, the date
as of which the Company's preferred stock was reclassified from
stockholders' equity to liabilities, require restatement.

Accordingly, the Audit Committee of the Company's Board of
Directors determined that the unaudited interim financial
statements contained in the Company's Form 10-Q for each of the
periods ended November 30, 2004, February 28, 2005 and May 31,
2005 should no longer be relied upon. The Company filed, an
amended Form 10-Q for each of the quarterly periods ended November
30, 2004, February 28, 2005 and May 31, 2005, which will include
restated financial statements for the respective periods.
  
The Audit Committee of the Company's Board of Directors has
discussed these matters with PricewaterhouseCoopers LLP, the
Company's independent registered public accounting firm.
  
             Material Weakness in Internal Controls

As a result of the restatement, the Company determined that a
control deficiency existed with respect to the Company's internal
controls over its financial reporting related to accounting for
preferred stock.  Accordingly, the Company has concluded that its
disclosure controls and procedures were not effective and this
control deficiency constituted a material weakness in the
Company's internal control over financial reporting as of November
30, 2004 and through May 31, 2005.  A material weakness is a
control deficiency or combination of control deficiencies that
results in a more than remote likelihood that a material
misstatement of the annual or interim financial statements will
not be prevented or detected.  The Company is in the process of
determining the remedial steps necessary to eliminate the material
weakness that resulted in the restatement and intends to engage
the services of consultants, as necessary, to assist in the review
of certain complex accounting matters.

                      Restated Financials

Full-text copies of the amended quarterly reports are available
for free at:

     For the Quarter Ending   URL
     ----------------------   ---
     May 31, 2005             http://ResearchArchives.com/t/s?185
     February 28, 2005        http://ResearchArchives.com/t/s?186
     November 30, 2004        http://researcharchives.com/t/s?187

Based in Atlanta, Georgia, Bull Run Corporation is a sports and
affinity marketing and management company through its sole
operating business, Host Communications, Inc., acquired in
December 1999.  Host's "Collegiate Marketing and Production
Services" business segment provides sports marketing and
production services to a number of collegiate conferences and
universities, and on behalf of the National Collegiate Athletic
Association.  Host's "Association Management Services" business
segment provides various associations with services such as member
communication, recruitment and retention, conference planning,
Internet web site management, marketing and administration.

As of May 31, 2005, Bull Run's equity deficit narrowed to
$55,386,000 from a $56,551,000 deficit at August 31, 2004.


CALPINE CORP: Forms CalBear Energy Venture with Bear Stearns
------------------------------------------------------------
The Bear Stearns Companies Inc. [NYSE: BSC] and Calpine
Corporation [NYSE: CPN] have agreed to form a new energy marketing
and trading venture to develop a significant customer business
focused on physical natural gas and power trading and related
structured transactions.  

CalBear Energy LP, a wholly owned Bear Stearns subsidiary, will
benefit from the financial resources, risk management expertise
and client reach of Bear Stearns, complimented by the market
knowledge, technology, trading ability, deal flow and customers of
Calpine.  These strengths will provide a solid foundation to
establish the new venture's market position in the growing
merchant energy trading business.  It is anticipated that CalBear
trading operations will begin in the fourth quarter of 2005,
following the requisite regulatory approvals.  

Commenting on the transaction, Warren Spector, President and Co-
Chief Operating Officer of Bear Stearns, said, "We are very
excited about the formation of CalBear and working with Calpine in
this venture.  This transaction provides us with a unique
opportunity to quickly become a leading provider of liquidity,
execution and clearing services in the physical energy market
without compromising our disciplined approach to risk and capital
allocation.  Many of our hedge fund, institutional investor,
public finance and private equity clients are active users of
energy price risk management services.  Acquiring the expertise
necessary to properly serve their needs has been a strategic
priority for the firm.  Calpine was our choice in this venture
because of their professionalism and commitment to providing the
best service to their clients."

Peter Cartwright, Calpine Chairman, President and Chief Executive
Officer, said, "We are very pleased about the creation of CalBear
and teaming up with Bear Stearns as we will build upon the
strengths of both of our organizations.  This energy trading
venture will enable us to create more value for our shareholders
and to provide additional opportunities for our customers and
employees.  As we looked to set up the ideal energy trading
organization, we felt strongly that venturing with the right
financial institution was essential for us to maximize returns
from Calpine's investments.  Bear Stearns is the right
institution."

In connection with this transaction, Calpine has formed a wholly
owned subsidiary, Calpine Merchant Services Company, Inc., that
will include the employees and information infrastructure of the
highly regarded Calpine subsidiary, Calpine Energy Services, L.P.
CalBear has entered into an agreement with CMSC that provides for
CMSC to be its exclusive agent to execute power and natural gas
trades with CalBear clients that have entered into master trading
agreements guaranteed by Bear Stearns.  CMSC will also provide
scheduling and back office services to CalBear from its offices in
Houston.  CMSC will be compensated for its services through a
service fee equal to 50 percent of the profits of CalBear.

The transaction also includes a $350 million credit intermediation
agreement between CalBear and CES.  Under the terms of this
arrangement, CalBear will enter into approved transactions to sell
power and acquire natural gas up to 61 days in advance with
clients that have entered into master trading agreements
guaranteed by Bear Stearns.  The economics of these transactions
will be passed on to CES through offsetting trades.  CalBear's
counterparty exposure to CES will be mitigated through the use of
margin requirements and a master netting agreement covering all
CES transactions with CalBear.  It is anticipated that this credit
intermediation agreement will provide CES with additional
flexibility and the opportunity to expand the operating margins of
Calpine's generating assets.  In addition, the agreement is
expected to increase Calpine's working capital position through
the return of cash currently posted as collateral.

In addition, CMSC, acting as agent for CES, will provide all of
the asset management services required by Calpine's power
generation fleet.  Calpine will retain all of the economics of
these assets.

                        About Bear Stearns

Founded in 1923, Bear, Stearns & Co. Inc. --
http://www.bearstearns.com/-- is a leading investment banking and  
securities trading and U.S. registered brokerage firm, and the
major subsidiary of The Bear Stearns Companies Inc.  [NYSE:BSC].  
With approximately $49.4 billion in total capital, Bear Stearns
serves governments, corporations, institutions and individuals
worldwide.   The company's business includes corporate finance and
mergers and acquisitions, institutional equities and fixed income
sales and trading, securities research, private client services,
derivatives, foreign exchange and futures sales and trading, asset
management and custody services.  Through Bear, Stearns Securities
Corp., Bear Stearns offers financing, securities lending, clearing
and technology solutions to hedge funds, broker-dealers and
investment advisors.  BSSC is a member of the NYSE, NASD and SIPC.   
Headquartered in New York City, the company has approximately
11,000 employees worldwide.  

                          About Calpine

Calpine Corporation -- http://www.calpine.com/-- supplies     
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CAPACHE TRANSPORTATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Capache Transportation, LLC
        dba Capache Transportation, Inc.
        P.O. Box 3518
        Knoxville, Tennessee 37927-3518

Bankruptcy Case No.: 05-35081

Type of Business: The Debtor is a trucking company.

Chapter 11 Petition Date: September 15, 2005

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Robert L. Vogel, Esq.
                  P. O. Box 31464
                  Knoxville, Tennessee 37930
                  Tel: (865) 357-1949

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.


CATHOLIC CHURCH: Court Rejects Tucson's Call for Protective Order
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on   
August 22, 2005, the Archdiocese of Portland in Oregon asked the
U.S. Bankruptcy Court for the District of Oregon for a protective
order establishing the timing and sequence of discovery in the
main Chapter 11 case and in each adversary proceeding and
contested matter.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, reminds the Court that Portland's Chapter 11 case is one
of the most complex Chapter 11 cases ever filed in the Oregon
District.  The Case directly or indirectly affects nearly 400,000
people.  Moreover, the case is comprised of at least four
separate, but interrelated and all highly litigious and contested
components.

                       More Parties Object

(1) The Tort Claimants Committee

On behalf of the Tort Claimants Committee, Albert N. Kennedy,
Esq., at Tonkon Torp, LLP, in Portland, Oregon, points out that
determination of the property of the estate is crucial to the
confirmation process.  Accordingly, discovery, particularly with
respect to the "property litigation," must continue.

Discovery on the Property Litigation has not been burdensome, Mr.
Kennedy explains.  The Tort Committee has been sensitive to
Portland's concerns and has sought discovery to the extent
possible from third persons and from public records.  Portland's
role in the property litigation would also diminish significantly
because most of the issues relate to the interests, if any, of the
other defendants.

(2) 26 Tort Claimants

SNB, JC, REC, DET, DM, FM, HS, LD, JCM, MJ, MM, John Smith, RM,
John Doe 1, SL, AGY, CDT, CWR, DFT, GM, SEM, BLC, DJC, ATM, HCM,
and HTD argue that Portland acts as if it has no part in the "slow
pace of the bankruptcy, and no part in the 'multiple battles' and
'multiple fronts' it is fighting."

The Tort Claimants contend that Portland must be required to:

   -- provide all discovery ordered by the U.S. Bankruptcy Court
      for the District of Oregon last year;

   -- strictly follow the ordinary rules and procedures of the
      Bankruptcy Court;

   -- promptly propose a feasible plan of reorganization; and

   -- pay its child abuse victims.

(3) David A. Foraker

David A. Foraker, the Future Claimants Representative, points out
that no good cause exists for granting the Archdiocese's
extraordinary request.

"The Motion is designed to give [Portland] a strategic advantage
over its creditors in negotiating a plan," Mr. Foraker says.
Granting the Archdiocese's request will also likely impede
progress in advancing the case towards confirmation of a plan.

Portland should be directed to provide discovery in accordance
with the normal rules governing discovery matters, Mr. Foraker
suggests.  Furthermore, Portland should be directed promptly to
arrange for its records relating to sexual abuse claims to be
included in a central electronic data bank available for review by
Hamilton, Rabinovitz & Alschuler, Inc., the insurers, the Future
Claimants Representative, and other parties, subject to an
appropriate protective order.

(4) Insurers

To the extent the Archdiocese seeks to preclude discovery related
to contested matters in the Chapter 11 case, General Insurance
Company, Safeco Insurance Company of America, Interstate Fire and
Casualty Company, and Ace Property and Casualty Company maintain
that Portland's request must be denied because:

   (a) the Archdiocese has not made a specific or sufficient
       showing that any of the insurers' discovery request
       imposes or will impose an "undue burden or expense" on the
       Archdiocese; and

   (b) the Court cannot use its equitable powers to grant relief
       which contradicts express provisions of the Federal Rules
       of Civil Procedure.

                          *     *     *

Judge Perris denies Portland's request with leave to renew
specific requests for protective orders.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 40; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CHC INDUSTRIES: Has Until Sept. 24 to File Objections to Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida in
Tampa gave CHC Industries, Inc., an extension, through and
including Sept. 24, 2005, to file objections to claims.

The Debtor tells the Bankruptcy Court that it continues to review
other claims and may still file additional objections with respect
to those claims, if necessary.  The Debtor explains that the
extension will allow it and the Creditors Committee to verify that
objections to all disputed and contested claims have been filed.  

The Debtor assures the Bankruptcy Court that the extension will
not prejudice its creditors and will not delay the payment to
holders of allowed claims.

Headquartered in Palm Harbor, Florida, and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CHC INDUSTRIES: Ispat Fails in Bid to Appoint Examiner
------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida in Tampa denied Ispat North America, Inc.'s
request to appoint an examiner to investigate the claims it filed
in CHC Industries, Inc.'s chapter 11 case.  Ispat asked for the
appointment of an examiner because of the Debtor's alleged
persistent pattern of bad faith in dealing with its claim.

                        Ispat's Claim

Prior to the Debtor's bankruptcy filing, Ispat initiated a lawsuit
in the Pinellas County Circuit Court seeking to recover over $7
million in damages resulting from the Debtor's failure to pay for
goods delivered by Ispat.

The Debtor acknowledged approximately $7 million in unsecured debt
to Ispat in the schedules it filed in connection with its chapter
11 petition.  The Debtor, however, indicated that its debt to
Ispat was liquidated, undisputed, and not contingent.  Ispat
argued that it holds a valid claim against the Debtor's estate and
subsequently filed an $8.9 million claim.

                    Adversary Proceeding

In an effort to expedite the resolution of the Debtor's bankruptcy
case, Ispat asked the Court in Dec. 2004 to allow pre-petition
distributions to certain unsecured creditors.

On orders from the Bankruptcy Court, the Debtor filed a schedule
of proposed preliminary distributions to these creditors.  The
Debtor, however, disputed Ispat's claim and subsequently raised
its own counterclaims.

In an adversary proceeding launched against Ispat, the Debtor
alleged breach of contract, conversion, promissory estoppel,
tortious interference with contract, and tortious interference
with an advantageous business relationship.    

Ispat's counsel, Andrew W. Lennox, Esq., at Battaglia, Ross, Dicus
& Wein, PA, alleges that the Debtor's actions are attempts to
hinder an orderly liquidation and preserve cash for shareholders,
to the detriment of valid creditors.

Mr. Lennox tells the Bankruptcy Court that the appointment of an
examiner to conduct a limited investigation may resolve
significant issues relating to Ispat's claim and will permit an
earlier distribution to creditors.  He adds that the cost to
conduct such an investigation is outweighed by potential savings
form legal fees the Debtor currently spends in pursuing the
adversary proceeding.

                     Debtor Disagrees

The Debtor opposed Ispat's request for an examiner as it would not
advance the case, would only serve to unnecessarily increase the
costs of litigation and could even jeopardize the final resolution
of the Ispat claim by delaying the trial scheduled in December.

In its response, the Debtor maintained that its decisions to
investigate, object and continue to litigate claims and causes of
action is an exercise of its duties to preserve the value of its
estate.

The Debtor's counsel, Scott A. Stichter, Esq., at Stichter,
Riedel, Blain & Prosser, PA, says that Ispat's move is an attempt
to circumvent the Debtor's exercise of its obligation to all
parties in interest, including equity holders, to fully and
thoroughly review all claims and contest claims which are
disputed.  Mr. Stichter adds that the request to appoint an
examiner is a dilatory tactic designed to in part to divert the
its attention away from the trial in December.

The Debtor asserts that its claims against Ispat have substantial
merit and continues to believe that Ispat's actions damaged its
business.
  
Headquartered in Palm Harbor, Florida, and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CHEMRITE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: ChemRite Industries, LLC
        19725 West Edgewood Drive
        P.O. Box 317
        Lannon, Wisconsin 53046

Bankruptcy Case No.: 05-36040

Type of Business: The Debtor is a private labeler, formulator,
                  blender, tube and bottle filler.  ChemRite
                  specializes in liquids, creams and pastes
                  and offers a full range of existing formulas
                  in categories such as Personal Care, Topical
                  Health Care, Household Cleaning, Auto
                  Appearance, Institutional, Industrial, Laundry
                  & Fabric Care.  See
                  http://www.chemriteindustries.com/

Chapter 11 Petition Date: September 16, 2005

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Margaret D. McGarity

Debtor's Counsel: Christian C. Onsager, Esq.
                  Onsager & Staelin, LLC
                  1873 South Bellaire Street, Suite 1401
                  Denver, Colorado 80222
                  Tel: (303) 512-1123

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Brownstein Hyatt & Farber                       $137,320
410 Seventeenth Street, 22nd Floor
Denver, CO 80224

Illinois Bottle Mfg Co.                          $86,566
701 East Devon Avenue
Elk Grove, IL 60007

Univar USA Inc.                                  $66,831
1707 South 101st Street
Milwaukee, WI 53214

Hydrite Chemical Co.                             $62,517

Rieke Corporation                                $57,600

Plastic Container Corp.                          $50,231

Continental PKG Solutions                        $49,094

Arrow Carton Company                             $48,789

KDV Label Co. Inc.                               $37,601

Chemcentral/Milwaukee                            $35,219

Brenntag Great Lakes, LLC                        $34,051

Hein & Associates LLP                            $22,450

Business Controls, Inc.                          $19,310

A.I. Credit Corp.                                $19,255

Kaufman Container                                $16,375

Archway Sales                                    $15,592

Total Water Treat.Systems                        $15,392

Crompton (Witco)                                 $14,221

Bobolink Storage LLC                             $14,030

Kolb & Co. S.C.                                  $13,112


CITIGROUP MORTGAGE: Fitch Rates $20.04 Million Pvt. Certs. at BB
----------------------------------------------------------------
Fitch has rated the Citigroup Mortgage Loan Trust Inc. asset-
backed pass-through certificates, series 2005-HE3, which closed on
Sept. 13, 2005:

     --$1.14 billion, classes A-1 and A-2A through A-2D 'AAA';
     --$55.67 million class M-1 'AA+';
     --$51.96 million class M-2 'AA';
     --$34.89 million class M-3 'AA';
     --$25.24 million class M-4 'AA-';
     --$24.50 million class M-5 'A+';
     --$22.27 million class M-6 'A';
     --$22.27 million class M-7 'A-';
     --$17.82 million class M-8 'BBB+';
     --$14.10 million class M-9 'BBB';
     --$14.10 million class M-10 'BBB-';
     --$12.62 million privately offered class M-11 'BB+';
     --$20.04 million privately offered class M-12 'BB'.

The 'AAA' rating on the senior certificates reflects the 23.00%
total credit enhancement provided by the 3.75% class M-1, the
3.50% class M-2, the 2.35% class M-3, the 1.70% class M-4, the
1.65% class M-5, the 1.50% class M-6, the 1.50% class M-7, the
1.20% class M-8, the 0.95% class M-9, the 0.95% class M-10, the
0.85% privately offered class M-11, the 1.35% privately offered
class M-12, the 0.35% privately offered, nonrated class M-13, and
the 1.40% initial and target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the primary servicing
capabilities of Countrywide Home Loans Servicing LP, JPMorgan
Chase Bank, and HomEq Servicing Corporation. U.S. Bank, N.A. will
act as trustee.

Two collateral groups support the certificates.  The group I
mortgage loans consist of fixed-rate and adjustable-rate mortgage
loans with principal balances that conform to Freddie Mac loan
limits and has a cut-off date pool balance of $494,768,852.

Approximately 16.18% of the mortgage loans are fixed-rate mortgage
loans and 83.82% are adjustable-rate mortgage loans.  The weighted
average loan rate is approximately 7.215%.  The weighted average
remaining term to maturity is 338 months.  The average principal
balance of the loans is approximately $168,174.  Approximately
9.85% of the group I mortgage loans are second liens.  The
weighted average combined loan-to-value ratio is 82.53%.  The
properties are primarily located in California (39.30%), Florida
(7.91%), and New York (6.21%).

The group II mortgage pool consists of fixed-rate and adjustable-
rate mortgage loans that may or may not conform to Freddie Mac
loan limits and has a cut-off date pool balance of $989,782,946.  
Approximately 19.62% of the mortgage loans are fixed-rate mortgage
loans, and 80.38% are adjustable-rate mortgage loans.  The
weighted average loan rate is approximately 7.179%.  The weighted
average WAM is 340 months.  The average principal balance of the
loans is approximately $196,776.  Approximately 8.53% of the group
II mortgage loans are second liens.  The weighted average CLTV is
80.83%.  The properties are primarily located in California
(49.53%), New York (5.64%), and Florida (5.10%).

The group I mortgage loans originators were WMC Mortgage Corp.
(82.97%), First Horizon Home Loan Corporation Inc. (6.09%),
MortgageIT, Inc. (4.70%), Accredited Home Lenders, Inc. (3.89%),
and Impac Funding Corporation (2.35%).  The group II mortgage
loans originators were WMC Mortgage Corp. (77.24%), MortgageIT,
Inc. (8.62%), First Horizon Home Loan Corporation Inc. (5.21%),
Accredited Home Lenders Inc. (5.19%), and Impac Funding
Corporation (3.74%).

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


COLLINS & AIKMAN: Customers Extend Filing Deadline to Sept. 22
--------------------------------------------------------------
Collins & Aikman Corporation (CKCRQ.PK) has reached an agreement
with its major customers to extend the deadline to complete
contract renegotiations until no later than September 22, 2005.
This extension delays the Company's filing of motions with the US
Bankruptcy Court to reject certain customer contracts by up to one
week while the negotiations continue.  A court hearing has been
scheduled for September 30, 2005 to review those motions, if
necessary.

Commenting on the negotiations, John R. Boken, Collins & Aikman's
Chief Restructuring Officer, said "Because we have made
significant progress with our principal customers in our contract
negotiations, we felt that a short extension was appropriate to
allow us sufficient time to finalize consensual agreements with
them." Mr. Boken added, "We look forward to continued constructive
communications with our customers as we work toward creating a
viable and sustainable business model for Collins & Aikman and its
stakeholders."

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


CREDIT SUISSE: S&P Junks Series 2002-10 Mortgage Securities Class
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class I-B
from loan group I of Credit Suisse First Boston Mortgage
Securities Corp.'s series 2002-10 to 'CCC' from 'B'. At the same
time, ratings are affirmed on the remaining classes from the same
loan group.

The lowered rating on class I-B reflects a decrease in credit
support due to adverse collateral pool performance. Originally
rated 'BBB', the class is supported by excess interest and
overcollateralization (o/c) from loan group I.  As of August 2005,
recent net losses had eroded o/c for loan group I to $34,102, or
0.13%, compared with the target of 0.50%.  As the deal amortizes,
the monthly excess interest available to cover losses has steadily
declined, and it will not be sufficient to cover any sizeable
future losses incurred by the loan group.

As of the August 2005 distribution date, cumulative realized
losses to date for loan group I totaled $1.19 million, $218,124
of which was incurred during the most recent six months.  Total
delinquencies were 13.54%, and serious delinquencies (90-plus-
days, foreclosure, and real estate owned) were 9.77%. While the
mortgage pool has paid down to approximately 12.16% of its
original balance, periodic losses, along with the limited amounts
of monthly excess interest generated by the deal, have contributed
to the erosion of credit support.  Given this trend, collateral
performance is likely to continue to result in losses that will
outpace excess interest.  Therefore, Standard & Poor's will
continue to monitor the transaction closely.

The affirmed ratings on the remaining four classes in loan group 1
reflect adequate actual and projected credit support provided by
subordination and, to a lesser extent, excess interest and o/c.

The collateral consists of fixed-rate Alt-A mortgage loans secured
by one- to four-family residential properties.
   
                         Rating Lowered
    
      Credit Suisse First Boston Mortgage Securities Corp.
    Mortgage Pass-Through Certs Series 2002-10, Loan Group I
   
                                  Rating
                   Class       To        From
                   -----       --        ----
                   I-B         CCC       B
   
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
    Mortgage Pass-Through Certs Series 2002-10, Loan Group I
   
                   Class                Rating
                   -----                ------
                   I-A-5, I-PP          AAA
                   I-M-1                AA
                   I-M-2                A


D.E.W. STEEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: D.E.W. Steel Contractors, Inc.
        244 Old Hershberger Road
        Hollsopple, Pennsylvania 15935

Bankruptcy Case No.: 05-72057

Type of Business: The Debtor is a steel erection contractor.

Chapter 11 Petition Date: September 14, 2005

Court: Western District of Pennsylvania (Johnstown)

Judge: Bernard Markovitz

Debtor's Counsel: Mark A. Gregg, Esq.
                  Highland Commons, 2nd Floor
                  351 Budfield Street
                  Johnstown, Pennsylvania 15904-3213
                  Tel: (814) 266-3636
                  Fax: (814) 262-0466

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Stewart-Amos Steel, Inc.         Fabrication            $381,000
P.O. Box 4259
4400 Paxton Street
Harrisburg, PA 17111

Dwight Yoder, Jr.                Personal Loan          $115,000
Linda Rogers
396 Beatrice Avenue
Johnstown, PA 15906

Eastern Highreach                Supplier                $90,204
152 Mathers Road #210
Ambler, PA 19002

United States Treasury           Taxes                   $42,146
11601 Roosevelt Boulevard
Drop Point N803
Philadelphia, PA 19154

AmQuip                           Crane Rental            $39,851
1950 Bri Hen Ti Road
Rochester, NY 14623

DRM Associates, Inc.             Subcontractor           $37,710
4334 Hanover Pike
Manchester, MD 21102

PAUC Fund                        Unemployment            $33,988
200 Lincoln Street
Johnstown, PA 15901

Harmon & Davies, PC              Attorney                $31,703
2306 Columbia Avenue
Lancaster, PA 17603

Best Line Leasing                Rental Equipment        $24,881
140 Hawbaker Industrial Drive
State College, PA 16803

Thomas B. Berkebile              Unpaid fridge           $23,821
2001 Jackson Avenue              benefits
Windber, PA 15963

New Age Fastening Systems, Inc.  Subcontractor           $19,724
P.O. Box 5658
Woodbury, NJ 08096

PA Department of Revenue         Taxes                   $18,909
345 Main Street
Johnstown, PA 15901

Eric L. Rager                    Unpaid fringe           $18,733
529 Govier Lane                  benefits
Johnstown, PA 15905

Alrco Gas and Welding Supply     Supplies                $18,678
312 Baumer Street
Johnstown, PA 15902

Justin D. Shaffer                Unpaid fringe           $18,639
2405 Franklin Street             benefits
Johnstown, PA 15905

Lockwood Brothers                Equipment Rental        $18,148
P.O. Box 564
Hampton, VA 23669

Ryan J. Cahill                   Unpaid fringe           $18,137
2356 Columbia Street             benefits
Chest Springs, PA 16624

United Rentals                   Equipment Rental        $17,945
(North America) Inc.
45 Center Street
Batavia, NY 14020

William D. Cunningham            Unpaid fringe           $16,324
153 Linden Avenue                benefits
Northern Cambria, PA 15714

Bradley J. Wagner                unpaid fringe           $16,616
155 Seneca Street                benefits
Nanty Glo, PA 15943


DANA CORP: S&P Pares Ratings to BB+ Due to Earnings Guidance Cut
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dana Corp. to a speculative-
grade 'BB+' from 'BBB-', and placed the ratings on CreditWatch
with negative implications.

Total outstanding debt at June 30, 2005, was about $2.2 billion.
This excludes debt at Dana Credit Corp. (BB/Negative/B), which is
undergoing an orderly liquidation.  This includes debt for Dana
Credit Corp. (B/Negative/B), which is undergoing an orderly
liquidation by the equity method.

The downgrade and CreditWatch listing on Toledo, Ohio-based Dana
follow the company's announcement that it is cutting its full-year
2005 earnings guidance by more than 50%.  The company is also
assessing whether it must write-down U.S. deferred tax assets as a
result of the change in the earnings outlook for its U.S.
operations.  In addition, Dana may have to seek amendments to its
unsecured bank credit facility, as it may no longer be able to
remain in compliance with certain bank covenants.

"The dramatic drop-off in earnings guidance and lowered
expectations for Dana's commercial vehicle business are much more
significant than we expected," said Standard & Poor's credit
analyst Daniel R. DiSenso.  "Dana's operating performance in the
first half of 2005 was hurt by large unrecovered steel price
increases and by lower production levels for light-vehicles in
North America, which led to a 10% decline in earnings from
continuing operations, excluding unusual items.  Standard & Poor's
had previously expected Dana's earnings to strengthen in the
second half of 2005 given some improvement in light vehicle
production schedules and some retrenchment of high steel prices.  
Because credit measures were already subpart for an investment-
grade rating, it was especially critical for Dana to meet these
performance expectations."

Costly manufacturing inefficiencies are occurring within the
company's commercial vehicle business, and this will require
investments and time to fix.  As a result of these inefficiencies,
Dana is not benefiting from the currently robust heavy-duty truck
market, whose performance will likely peak in 2006.  Moreover, the
possibility that the company will write down U.S. deferred tax
assets calls into question the ability of the company's U.S.
operations to become profitable in the near-to-intermediate term.

Standard & Poor's will review with management its plans to reduce
costs and improve efficiencies.  The risk of a further downgrade
is likely limited to one notch.


DANA CORP.: Earnings Outlook Reduction Cues Fitch to Cut Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt and senior
unsecured bank facility of Dana Corp. one notch to 'BB+' and
placed the ratings on Rating Watch Negative.

These actions follow the announcement that the company has reduced
its full-year 2005 earnings outlook, in part, as a result of
manufacturing inefficiencies at its Commercial Vehicle unit and
continued raw material cost pressures.

The company also stated that it is assessing its deferred tax
asset for possible write-down, opening discussions with its banks
regarding its ability to comply with certain covenants of the
five-year facility.

In a separate issue, a restatement of second quarter 2005
financial statements to reflect an after-tax net income reduction
of $10 million to $15 million is likely, and as a result, an
internal review and a review by its independent auditors are
underway.  Other rating concerns include the quality of Dana's
internal controls and uncertainty about potential waivers,
amendments, or modifications to the bank agreements, especially
bank requirements for security.  

Further rating downgrades are possible and would depend on the
nature of any additional disclosures by Dana, the timely filing of
quarterly SEC documents, improved visibility into the company's
fundamental operating performance and cash flow, and the
resolution of any accounting control issues that may have
ultimately led to the need for a restatement.

Offsetting the concerns about reduced operational performance and
the uncertainty regarding the five-year revolver is Dana's booked
new light vehicle business, which when launched should further
diversify its customer base and geographic sales mix, as well as
Dana's liquidity at the end of the second quarter that included
$651 million in balance sheet cash (with Dana Credit Corp. on an
equity basis) and availability of $635 million in other lines of
credit.

Fitch had anticipated that the commercial vehicle portion of
Dana's business would have bolstered 2005 operating results due to
the significant increase in 2005 Class 8 heavy truck volume.  For
the full-year 2004, the Heavy Vehicle Technologies and Systems
Group, of which the CV unit is a part, had net profit (after
allocation of corporate expense and net interest expense) of only
$48 million while the Automotive Systems Group (ASG) had net
income of $106 million.

Fitch had originally expected that increased operating leverage
from industry volume would contribute to better profitability at
the CV unit and serve to offset the impact of lower anticipated
volumes in the Light Vehicle unit where domestic customers have
experienced slackening demand and declining market share.  Given
the $106 million reduction in the average 2005 net income
guidance, it now appears that CV manufacturing inefficiencies have
off-set Dana's benefits from Class 8 industry volume.


DELPHI CORP: Credit Protection Cost Multiplies 10x in Past 6 Mos.
-----------------------------------------------------------------
The cost of a credit default swap to insure $10 million of Delphi
Corp. senior debt for a one-year period multiplied from $300,000
six months ago to just over $3,000,000 last week.

"The possibility of a Delphi Corp. bankruptcy-law filing
remains more likely than not," John Kollar at HSBC Securities
wrote in a research report last week, adding that "it is
impossible to know with any reasonable degree of certainty where
negotiations stand."  

Glen Taksler, a credit derivatives strategist at Banc of America
Securities in New York, tells Karen Brettell at Reuters that in
the event of a default by the auto parts maker, Delphi will test
settlement protocols in the credit derivatives market on a large
scale.  Mr. Taksler says that Delphi has a huge volume of
outstanding protection in the single-name market, in addition to
being included in derivatives indexes and a lot of structured
credit trades.  

Delphi is a 1999 spin-off from General Motors.  While General
Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.  

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

At June 30, 2005, Delphi Corporation's balance sheet showed  
a $4.56 billion stockholders' deficit, compared to a
$3.54 billion deficit at Dec. 31, 2004.  Standard & Poor's,
Moody's, and Fitch have put their junk ratings on Delphi's debt
securities.  


DELTA AIR: Gets Court Nod to Use Lenders' Cash Collateral
---------------------------------------------------------
Delta Air Lines, Inc., as borrower and certain of its
subsidiaries as guarantors entered into a Credit Agreement dated
as of Nov. 30, 2004, with:

   -- General Electric Capital Corporation, as Revolving Facility
      Administrative Agent, Term Loan Administrative Agent and
      Collateral Agent,

   -- GE Capital Markets Group, Inc., as Lead Arranger and Book
      Runner,

   -- Merrill Lynch Capital, as Syndication Agent,

   -- Congress Financial Corporation, as Documentation Agent, and

   -- a consortium of lenders.  

As of the Petition Date, Delta and American Express Travel
Related Services Company, Inc., are parties a number of credit
card agreements.

In November 2004, Amex, Delta and Delta Loyalty Management
Services, LLC, entered into Advance Payment Supplements to some
of the credit card agreements, whereby Amex paid $500 million to
Delta as an advance payment for the purchase of SkyMiles, for
Amex's future use, with respect to Delta SkyMiles Credit Cards
and with respect to Amex's Membership Rewards Program.

Delta, DLMS and certain other Debtors granted to Amex liens,
offset rights, recoupment rights, rights of reserve and security
interests in certain of their assets as security for their
obligations to Amex under the Pre-Petition SkyMiles Loan
Documents and the Pre-Petition Amex Card Agreements.

The obligations under the Pre-Petition GECC Credit Agreement, the
Pre-Petition SkyMiles Loan Documents and the Pre-Petition Amex
Card Agreements are secured by security interests in and liens on
all of the Collateral.

The Pre-Petition Collateral is comprised of the SkyMiles
Collateral and the Credit Facility Collateral.  The SkyMiles
Collateral is comprised, excluding certain specified assets, of:

   (a) substantially all of the assets of DLMSI related to
       certain credit card agreements, and

   (b) all right, title and interest of Delta in the credit card
       agreements.

The Credit Facility Collateral is comprised of substantially all
of the Debtors' assets other than (i) the SkyMiles Collateral,
(ii) assets that were encumbered as of November 30, 2004, and
(iii) other specified excluded assets.

Pursuant to an Intercreditor Agreement by and between Amex and
GECC, dated as of November 30, 2004, Amex has senior and prior
lien priority in the SkyMiles Collateral, and the Pre-Petition
Agent, on behalf of the Pre-Petition Lenders, has junior and
subordinate lien priority in the SkyMiles Collateral.

Also, pursuant to the Intercreditor Agreement, the Pre-Petition
Agent, on behalf of the Pre-Petition Lenders, has senior and
prior lien priority in the Credit Facility Collateral, and Amex
has junior and subordinate lien priority in the Credit Facility
Collateral.

Substantially all cash generated by the Debtors' businesses as of
the Petition Date constitutes Cash Collateral.  Amex has
consented to the Debtors' use of its Cash Collateral.

The Debtors seek to use Cash Collateral to make essential
payments including employee salaries, payroll, taxes, the
purchase of fuel and other essential goods, and other general
corporate and working capital purposes in the ordinary course of
their businesses that become due and payable during the period
commencing immediately after the Petition Date.

                          *     *     *

Judge Beatty authorizes the Debtors to use the cash collateral
and all other collateral of the Pre-Petition Secured Parties
solely in the ordinary course of business in order to maintain
and finance their ongoing operations in the ordinary course of
their business.

Judge Beatty grants the Pre-Petition Secured Lenders, as adequate
protection for any diminution in the value of their interest in
Debtors' property, including the cash collateral, a replacement
lien on the Debtors' unencumbered assets, which will be deemed
perfected.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in
their restructuring efforts.  As of June 30, 2005, the
Company's balance sheet showed $21.5 billion in assets and
$28.5 billion in liabilities.  (Delta Air Lines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Judge Beatty Okays $1.7 Billion Interim DIP Use
----------------------------------------------------------
Without access to fresh financing, Delta Air Lines says it won't
have enough cash to continue operating under chapter 11
protection.  

"As one of the world's largest passenger airlines, any
interruption in the Debtors' ability to provide service to their
customers could have a devastating impact upon the Debtors.  The
uncertainty concerning the Debtors' financial condition could
also greatly reduce their ability to procure goods and services
from vendors critical to the successful operation of their
business," John Fouhey, Esq., at Davis Polk & Wardwell, in New
York, tells the U.S. Bankruptcy Court for the Southern District of
New York.

Prior to the Petition Date, the Debtors surveyed various sources
of postpetition financing from both new and existing lenders.  
The Debtors retained The Blackstone Group, L.P., as financial
advisor in connection with their restructuring.  To help the
Debtors procure debtor-in-possession financing, Blackstone
solicited the interest of 17 potential lenders.  Proposals were
received and reviewed.

The Debtors, with Blackstone's assistance, decided that the
proposals submitted by General Electric Capital Corporation and
American Express Travel Related Services Company, Inc., offered
the most favorable terms.

"Moreover, none of the other proposals reviewed by the Debtors
and Blackstone offered the Debtors the same level of liquidity
and closing conditions as favorable as those obtained under the
proposal made by GECC and Amex.  They were not even close," Mr.
Fouhey relates.

Under the proposed GECC DIP Facility, a total of $1.7 billion of
postpetition liquidity will be made available to the Debtors.  
Specifically, the GECC DIP Facility is comprised of:

   (i) a senior secured first-out term loan of up to $600
       million,

  (ii) a $600 million senior secured second-out term loan, and

(iii) a $500 million senior secured superpriority debtor-in-
       possession last-out term loan provided by Morgan Stanley
       Senior Funding, Inc.

Of the proceeds of the GECC DIP Facility, Mr. Fouhey says,
approximately $980 million will be used to repay in full both
Amex's Advance Payments of $500 million and the $480 million
owing under the Pre-Petition GECC Credit Agreement.  

Amex will then simultaneously re-lend $350 million as the Amex
DIP Loan to the Debtors upon entry of an order assuming the Pre-
Petition Amex Card Agreements, to be repaid in accordance with
the Advance Payment Supplements, all as amended by a Modification
Agreement.

"Combined, the GECC DIP Facility and the Amex DIP Loan will
provide the Debtors with new liquidity of $1.070 billion that
will provide additional working capital and liquidity to the
Debtors," Mr. Fouhey notes.

The GECC DIP Facility is to be secured by a superpriority lien
granted pursuant to Section 364 over substantially all of the
Debtors' assets (excluding certain assets and properties) and a
junior and subordinated lien on the SkyMiles Collateral.  The
Amex DIP Loan and the other obligations of the Debtors to Amex
will be secured by a superpriority lien granted pursuant to
Section 364 over the SkyMiles Collateral.  In addition, the
Debtors' obligations under the Amex DIP Loan and the Pre-Petition
Amex Card Agreements will be secured by junior and subordinated
liens over the Post-Petition Collateral.  Amex has consented to
the liens securing the Debtors obligations being further
subordinated to the liens securing the Debtors additional
borrowings under the GECC DIP Facility.

According to Mr. Fouhey, Amex's agreement to consent to the
subordination of its junior and subordinate interests is
contingent upon, among other things, the Court's interim and
final approval of an adequate protection package comprised of,
inter alia, the Debtors' unconditional assumption of the Pre-
Petition Amex Card Agreements.

                            GECC Loan

The significant provisions of the Post-Petition GECC Loan
Documents are:

   Borrower:        Delta Air Lines, Inc.

   Guarantors:      All wholly owned domestic subsidiaries of
                    Delta Air Lines, except for Delta's special
                    purpose insurance subsidiaries and Guardant,
                    Inc.

   Credit Parties:  The Borrower and the Guarantors

   Administrative
   Agent:           General Electric Capital Corporation

   Sole Lead
   Arranger & Sole
   Book Runner for
   Term Loan A and
   Term Loan B:     GE Capital Markets, Inc.

   Joint Lead
   Arrangers &
   Joint Book
   Runners for
   Term Loan C:     GECM and Morgan Stanley Senior Funding, Inc.

   Issuing Bank:    GECC and another financial institution
                    reasonably acceptable to GECC

   Lenders:         GECC, Morgan Stanley, and other lenders
                    selected by the Arrangers

   Commitment:      The Post-Petition GECC Loan Documents provide
                    for a total Commitment of $1.7 billion,
                    comprised of:

                    Term Loan A: $600 million, a portion of
                                 which, not to exceed  $200
                                 million, will be available for
                                 the issuance of letters of
                                 credit by the Issuing Bank

                    Term Loan B: $600 million

                    Term Loan C: $500 million

   Term:            Term Loans A, B, and C will be payable on the
                    earliest of:

                    -- the date that is the 30-month anniversary
                       of the Closing Date,

                    -- the date of termination of the commitments
                       or acceleration of any outstanding
                       extensions of credit, and

                    -- the effective date of a plan of
                       reorganization in the Debtors' Chapter 11
                       Cases.

   Use of
   Proceeds:        Loans under the Facilities will be used (i)
                    to refinance the obligations under the Pre-
                    Petition Loan Documents and the Advance
                    Payments, and (ii) for working capital and
                    other general corporate purposes.

   Borrowing
   Base:            Term Loan A will be subject to a borrowing
                    base comprised of:

                       (i) Up to 80% of eligible accounts
                           receivable  (excluding unbilled
                           accounts receivable);

                      (ii) Up to 50% of eligible unbilled
                           accounts receivable;

                     (iii) The lesser of up to 50% of refundable
                           tickets to be used within 30 days from
                           issuance and $30 million;

                      (iv) The lesser of up to 50% of the Fair
                           Market Value of certain eligible real
                           estate and $100 million;

                       (v) The lesser of up to 50% of the Net
                           Orderly Liquidation Value of certain
                           eligible aircraft and $250 million;

                      (vi) The lesser of up to 30% of the NOLV of
                           the Comair CRJ-100ERs aircraft and
                           $13.5 million;

                     (vii) The lesser of up to 40% of the half
                           life NOLV of the Comair CF34-3A1
                           engines and the CF34-3B1 engines and
                           $13.5 million;

                    (viii) The lesser of up to 65% of the half
                           life NOLV of the Comair CF34-8C1
                           engines and $5.1 million;

                      (ix) The lesser of up to 25% of the NOLV of
                           eligible spare parts and $7 million;

                       (x) The lesser of up to 25% of the NOLV of
                           eligible ground service equipment and
                           $25 million;

                      (xi) The lesser of up to 25% of the NOLV of
                           eligible tooling and $25 million;

                     (xii) The lesser of up to 50% of the NOLV of
                           eligible flight simulators and $25
                           million; plus

                    (xiii) The amount of cash deposited in the
                           Cash Collateral Account minus 100% of
                           the aggregate face amount of all
                           outstanding Letters of Credit issued
                           under the GECC DIP Facility;

                     (xiv) provided, that the availability from
                           the sum of (i), (ii), and (iii) above
                           will not exceed $400 million.

                    The Administrative Agent reserves the right,
                    in its reasonable judgment, to impose certain
                    reserves against the Term Loan A Borrowing
                    Base.

   Priority
   and Liens:       All amounts owing by the Debtors will, at all
                    times, constitute superpriority
                    administrative expense claims pursuant to
                    Section 364(c)(1) of the Bankruptcy Code,
                    having priority over all administrative
                    expenses, subject only to the Carve-Out.  The
                    obligations will be secured by:

                       (i) first priority liens on substantially
                           all unencumbered assets of the
                           Borrowers and the Guarantors, subject
                           to the Carve-Out and certain specified
                           exceptions;

                      (ii) a second priority lien on the SkyMiles
                           Collateral; and

                     (iii) junior liens on all property of the
                           Borrower and the Guarantors that is
                           subject to valid and perfected liens,
                           subject to certain limited exceptions.

   Carve-Out:       $35,000,000

   Interest Rate:   A floating rate equal to either (i) a 1, 2,
                    3, or 6-month reserve-adjusted LIBOR plus the
                    Applicable LIBOR Margin, or (ii) the Index
                    Rate (higher of Prime or 50 basis points over
                    the Federal Funds Rate) plus the Applicable
                    Index Margin.

                    Term Loan A:
                    ------------
                    Applicable Term Loan A Index Margin 4.25%
                    Applicable Term Loan A LIBOR Margin 5.00%

                    Term Loan B:
                    ------------
                    Applicable Term Loan B Index Margin 6.25%
                    Applicable Term Loan B LIBOR Margin 7.00%

                    Term Loan C:
                    ------------
                    Applicable Term Loan C Index Margin 8.25%
                    Applicable Term Loan C LIBOR Margin 9.00%

   Default Rates:   During the existence of any payment event of
                    default, (1) interest on the Loans will be
                    increased 2.00% above the rate otherwise
                    applicable and (2) other obligations will
                    bear interest at the rate then applicable to
                    the Term Loan C bearing interest at the Index
                    Rate.

   Fees and
   Expenses:        Borrower will pay certain fees and out-of-
                    pocket charges assessed by the Issuing Bank.

   Events of
   Default:         Events of default, include:

                       (i) non-payment of amounts when due;
                      (ii) misrepresentation;
                     (iii) breach of covenants;
                      (iv) change of control,
                       (v) certain ERISA-related events;
                      (vi) unenforceability of loan documents;
                     (vii) false statements;
                    (viii) loss of slots, gates or routes;
                      (ix) non-performance;
                       (x) appointment of a trustee or examiner;
                      (xi) dismissal of any Chapter 11 Case;
                     (xii) a party obtaining liens on assets;
                    (xiii) granting of a more senior lien;
                     (xiv) conversion to Chapter 7 liquidation;
                      (xv) sale of all of Delta's assets;
                     (xvi) suspension of Debtors' operations;
                    (xvii) nonconsensual modification;
                   (xviii) reversal or stay of DIP Orders;
                     (xix) non-entry of the Final Order; and
                      (xx) cessation of liens granted.

   Financial
   Covenants:       (a) Maximum Net Capital Expenditures.

                                                    Net Capital
                        Fiscal Quarter              Expenditures
                        --------------              ------------
                        October-December 2005       $145,000,000
                        January-March    2006        131,000,000
                        April-June       2006        138,000,000
                        July-September   2006        108,000,000
                        October-December 2006        121,000,000
                        January-March    2007        152,000,000
                        April-June       2007        132,000,000
                        July-September   2007        108,000,000
                        October-December 2007        106,000,000
                        January-March    2008        106,000,000

                    (b) Minimum EBITDAR.

                        Fiscal Month                     EBITDAR
                        ------------                     -------
                        October   2005              $571,000,000
                        November  2005               628,000,000
                        December  2005               644,000,000
                        January   2006               672,000,000
                        February  2006               681,000,000
                        March     2006               704,000,000
                        April     2006               745,000,000
                        May       2006               779,000,000
                        June      2006               830,000,000
                        July      2006               907,000,000
                        August    2006             1,015,000,000
                        September 2006             1,104,000,000
                        October   2006             1,210,000,000
                        November  2006             1,290,000,000
                        December  2006             1,372,000,000
                        January   2007             1,560,000,000
                        February  2007             1,625,000,000
                        March     2007             1,691,000,000
                        April     2007             1,731,000,000
                        May       2007             1,769,000,000
                        June      2007             1,806,000,000
                        July      2007             1,843,000,000
                        August    2007             1,875,000,000
                        September 2007             1,903,000,000
                        October   2007             1,935,000,000
                        November  2007             1,963,000,000
                        December  2007             1,988,000,000
                        January   2008             2,000,000,000
                        February  2008             2,000,000,000
                        March     2008             2,000,000,000

                    (c) Aggregate Cash On Hand.

                        -- at all times from the Closing Date
                           through May 31, 2006, $750,000,000;

                        -- at all times from June 1, 2006,
                           through November 30, 2006,
                           $1,000,000,000;

                        -- at all times from December 1, 2006,
                           through February 28, 2007,
                           $750,000,000; and

                        -- at all times thereafter until the
                           Termination Date, $1,000,000,000.

A full-text copy of the 180-page GECC Loan Agreement is available
for free at http://bankrupt.com/misc/deltageccfinancing.pdf

                            Amex Loan

The significant provisions of the Post-Petition Amex Loan
Documents are:

   Borrower:        Delta Air Lines, Inc.

   Guarantors:      All wholly owned domestic subsidiaries of the
                    Borrower, except for Delta's special purpose
                    insurance subsidiaries and Guardant, Inc.

   Term:            The entire principal amount will be payable
                    in 17 equal installments beginning July 2006
                    and ending November 2007.

   Use of Proceeds: The proceeds will be used for working capital
                    and other general corporate purposes.

   Priority
   and Liens:       All amounts owing by Delta under the Amex DIP
                    Loan will be secured by:

                       (i) first priority liens on the SkyMiles
                           Collateral;

                      (ii) a second priority lien on the
                           Post-Petition Collateral; and

                     (iii) third priority liens on all property
                           of the Borrower and the Guarantors
                           that is subject to valid and perfected
                           liens.

   Adequate
   Protection:      Amex is granted a joint and several
                    postpetition claim against the Debtors'
                    estates, which will have priority in payment
                    over any other obligations by the Debtors,
                    and over any and all administrative expenses
                    or charges against property arising in the
                    Chapter 11 cases.  The Amex Claim will be
                    subject to the Carve-Out and any super-
                    priority claims granted by the Court with
                    respect to the GECC DIP Facility and/or as
                    adequate protection of the GECC DIP Facility.

   Amex's Consent
   to Priming
   Liens:           Amex has consented and agreed to the priming
                    of its liens in the Pre-Petition Collateral.

   Advance Payment
   Discount Fee:    The Borrower will pay to Amex an Advance
                    Payment Discount Fee, which is the equivalent
                    of interest on the loan, at a floating rate
                    equal to, absent a default, a 1, 2, 3, or 6-
                    month reserve-adjusted LIBOR plus 10.25%
                    (1.25% above the margin of the Term Loan C
                    under the GECC DIP Facility), payable monthly
                    in arrears.  During the existence of any
                    Event of Default, the Advance Payment
                    Discount Fee will be increased 2.00% above
                    the rate otherwise applicable.

   Carve-Out:       $35,000,000

   Events of
   Default:         Events of default include:

                       (i) non-payment of amounts when due;
                      (ii) misrepresentation;
                     (iii) breach of covenants;
                      (iv) ERISA events;
                       (v) unenforceability of loan documents;
                      (vi) false statements;
                     (vii) minimum slot, gate & route
                           utilization;
                    (viii) non-performance;
                      (ix) appointment of a trustee or examiner;
                       (x) dismissal of any Chapter 11 Case;
                      (xi) a party obtains liens on the assets;
                     (xii) granting of a more senior claim;
                    (xiii) conversion to Chapter 7 liquidation;
                     (xiv) sale of all of Delta's assets;
                      (xv) suspension of Delta's operations;
                     (xvi) nonconsensual modification;
                    (xvii) reversal or stay of DIP Orders;
                   (xviii) non-entry of the Final Order; and
                     (xix) cessation of liens granted.

                     Interim Approval Obtained

Pursuant to Bankruptcy Rules 4001(b) and (c), the Debtors asked
the Court to conduct an expedited preliminary hearing on their
request and authorize them to enter into the DIP Facilities and
borrow up to $1.4 billion under the GECC DIP Facility on an
interim basis and to re-borrow $350 million from Amex, until
entry of a final order in order to:

   (a) maintain and finance their ongoing operations,

   (b) pay their prepetition obligations to GECC and Amex
       pursuant to the Pre-Petition GECC Credit Agreement and
       Advance Payment Supplements in full, in the amounts of
       $480 million and $500 million, respectively, and

   (c) avoid immediate and irreparable harm and prejudice to
       their estates and all parties-in-interest.

These interim borrowings will provide the Debtors with $770
million of critical incremental liquidity until a final hearing
can be held next month.

Mr. Fouhey points out that the availability of interim loans
under the GECC DIP Facility will provide necessary assurance to
vendors, employees, and customers of the Debtors' ability to meet
their near-term obligations.

The terms and conditions of the DIP Facilities, Mr. Fouhey
asserts, are fair and reasonable, and were negotiated extensively
by well-represented parties in good faith and at arm's length.

At a hearing this morning in Manhattan, Judge Beatty granted
Delta's interim borrowing request.  

Judge Beatty will convene a final hearing next month to consider
entry of a final DIP Financing Order and consider any objections
that might be raised by any official committees appointed by the
United States Trustee later this month.  

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in
their restructuring efforts.  As of June 30, 2005, the
Company's balance sheet showed $21.5 billion in assets and
$28.5 billion in liabilities.  (Delta Air Lines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: S&P Assigns Default Rating After Bankruptcy Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CC' corporate
credit rating and ratings on unsecured debt and airport revenue
bonds of Delta Air Lines Inc. to 'D' and removed the ratings from
CreditWatch, following the company's bankruptcy filing Sept. 14,
2005.  Ratings on equipment trust certificates and enhanced
equipment trust certificates were not lowered and remain on
CreditWatch with negative implications.  Ratings on 'AAA' rated
insured debt, which are not on CreditWatch, were also not
affected.

"Delta's bankruptcy filing, which was widely expected, was caused
by a combination of high fuel costs, pricing pressure in the
domestic market, and a heavy debt and pension burden," said
Standard & Poor's credit analyst Philip Baggaley.  "The surge in
fuel prices that followed Hurricane Katrina and the need to post a
large amount of cash collateral to the bank that processes Delta's
credit card transactions removed any remaining hope of escaping
Chapter 11," the credit analyst continued.

Delta has arranged a $1.7 billion debtor-in-possession credit
facility that replaces $980 million of existing secured facilities
provided by GE Commercial Finance (a unit of General Electric
Credit Corp.) and American Express Travel-Related Services Co.
Inc. $1.4 billion will be available to Delta on an interim basis
pending bankruptcy court approval of the facility.

In addition, Delta has an agreement in principle with American
Express on a new $350 million secured facility.  These
arrangements should bolster Delta's unrestricted cash, which is
believed to have declined significantly from the $1.7 billion last
reported at June 30, 2005.

Delta is expected to continue negotiations with its pilots' union
to obtain further concessions, and would be able to impose
concessions on noncontract employees.  The airline will likely
turn back to lessors and creditors some aircraft that it planned
to retire over time and reduce its flying in the domestic market.   
Delta will also likely move to terminate its pension plans later
in the reorganization process.  Although the company faces a need
to substantially reduce its costs, debt burden, and losses, it
should be able to reorganize, rather than liquidating.


DESARROLLADORA HOMEX: S&P Puts BB- Rating on $200 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Desarrolladora Homex S.A. de C.V.  At the same
time, Standard & Poor's assigned its 'BB-' rating to Homex's
$200 million notes due 2015.  The outlook is stable.

Proceeds of the proposed bond will be used to repay indebtedness
of about $165 million and the remainder for working capital
purposes.

"The ratings assigned to Homex and its proposed issue are
constrained by the company's aggressive growth plans, our
expectation that the aforementioned plans could demand additional
indebtedness, and high working capital requirements that have not
allowed free operating cash flow generation up to now," said
Standard & Poor's credit analyst Raul Marquez.  "Homex's ratings
also reflect the concentration of mortgage origination in the
public housing agencies and increased competition, which are
inherent risk factors to the Mexican homebuilding industry."

Positive factors supporting the rating include Homex's position as
one of the leading homebuilders in Mexico, an improved
geographical diversification, a manageable maturity schedule
following the refinancing, and the favorable trend in Homex's
financial performance over the past couple of years.  The rating
assigned to the proposed notes also considers the guarantee of its
restricted subsidiaries avoiding structural subordination between
parent-subsidiary creditors.  Furthermore, with the payment of all
guaranteed debt the company is eliminating subordination between
unsecured and secured debt.  However future issuance of secured
debt could lead to structural subordination.  

Homex is a vertically integrated homebuilder focused on the
affordable and middle-income housing segments. Headquartered in
Culiacan, Sinaloa, Homex is one of the largest homebuilders in
Mexico, with operations in 25 cities in 17 states across the
country.  During 2004, Homex sold 21,053 houses and reported
revenues of US$476 million.

The stable outlook on Homex reflects Standard & Poor's
expectations that the company should report satisfactory financial
ratios, which would generate free operating cash flow in the
medium term; that a prudent operating and financial strategy will
be sustained (especially if a slowdown in the collections occurs);
and that Homex will continue to maintain an adequate liquidity
position.  A positive rating action is not foreseen in the medium
term.  A weakening in the company's liquidity and its key
financial ratios, or an increase in management's tolerance for
risk, could lead to a negative rating action.


DIALOG GROUP: Completes AdValiant Merger Transaction
----------------------------------------------------
Dialog Group, Inc., and its wholly owned subsidiary, AdValiant
Acquisition Corp entered into an Agreement for Merger with:

   * AdValiant, Inc., an Ontario corporation,
   * AdValiant USA, Inc., a Delaware corporation, and
   * AdValiant shareholders:
      
     -- Empire Media, Inc., a Delaware corporation,
     -- Matt Wise, a Canadian citizen
     -- Jivan Manhas, a Canadian citizen

on June 30, 2005.

The acquisition was accomplished by a statutory merger between
Dialog Group's subsidiary, AdValiant Acquisition Corp., and a
newly formed United States holding company, AdValiant USA, Inc.
Prior to the merger, AdValiant USA had subscribed for all of the
Class A multiple  voting shares of AdValiant and AdValiant had
reorganized its capital by changing all of its outstanding  common
shares into  Exchangeable  Shares each of which  entitled the
holder to exchange their  Exchangeable  Shares of AdValiant for
shares of AdValiant USA.  Also prior to the merger, AdValiant USA
issued, for the benefit of holders of  AdValiant Exchangeable
Shares, Class A Common Stock of AdValiant USA.

As a result of the merger, the AdValiant Exchangeable Shares are
now exchangeable for a total of 336,685,584 shares of Dialog Group
common stock.  In addition, Dialog Group issued 400 shares of its
new class F preferred special voting stock to the holders of the
AdValiant USA class A Common.  Each of these shares has voting
power equal to 841,714 shares of Dialog Group common stock.

Certificates for Exchangeable Shares exchangeable for 242,514,188
shares of Dialog Group common stock and 300 shares of the Class F
Special Voting Stock will be held in escrow pending their
distribution pursuant to the merger agreement.  

After the closing, Bordes, Wise, and Manhas will be employed by
AdValiant for $90,000 per year.

Promptly after the consummation of the transaction, Peter Bordes,
the controlling shareholder of Empire Media, Inc., will join
Dialog Group's Board of Directors.

                         About AdValiant  

AdValiant Inc. is a provider of affiliate marketing and lead
generation services based on the  cost-per-action  and  cost-per-
lead  model.  With their in-house, proprietary tracking
technology, AdValiant  provides  a  suite  of advertising and
marketing tools for both  advertisers and publishers.  AdValiant
offers advertisers fast direct marketing results and return on
investment.  For publishers, AdValiant offers top performing
campaigns that maximize inventory earnings.

                       About Dialog Group

Dialog Group, Inc. (DLGG) is a publicly traded corporation,
headquartered at 257 Park Avenue South, 12 Floor New York, New
York 10010, with offices in Valencia, California; Sunrise,
Florida; and Houston, Texas. The company's two divisions, Data
Dialog and Healthcare Dialog, provide a combination of traditional
advertising (print, broadcast) and marketing services (broadcast,
new media, and internet-based promotional venues); as well as a
broad spectrum of proprietary and exclusive databases for
healthcare, pharmaceutical, consumer and business-to-business
market clients. The company owns and/or has exclusive licensing
rights to 75 Web sites, 9 databases, and 5 products.

The Company has incurred substantial losses resulting in an
accumulated deficit of $9,284,787 as of June 30, 2005.  The
Company's Management said this has raised substantial doubt as to
the ability of the Company to continue as a going concern.  
Auditors at Berenfeld, Spritzer, Shechter & Sheer expressed
similar doubts after auditing the Company's 2004 financials.


DLJ MORTGAGE: S&P Junks Class B-3OC Mortgage Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-3, B-1, B-2, B-3TB, and B-3OC of DLJ Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates from series
1997-CF2.  At the same time, the ratings on classes A-1B and A-2
from the same transaction are affirmed.

The raised and affirmed ratings reflect seasoning, payoffs, and
credit support levels that adequately support the ratings under
various stress scenarios.

As of August 2005, the trust collateral consisted of 89 commercial
mortgages with an outstanding balance of $406.0 million, down
38.66% from $661.9 million at issuance.  Losses suffered to date
total $12.6 million, or 1.91% of the pool.  There are no loans
with collateral exposure to Hurricane Katrina. The master
servicer, ORIX Capital Markets LLC, reported partial or full-year
2004 net cash flow (NCF) debt service coverage ratios (DSCRs) for
89.5% of the pool. The largest exposure in the pool, the Stone
Container Corp. (B+/Watch Neg/--) loans, for $35.7 million
(8.80%), do not have to report financials.  These 19 cross-
collateralized loans are fully recourse. Three loans totaling
$24.6 million (6.07%) have been fully defeased.

Excluding the Stone Container loans and the defeased loans,
Standard & Poor's calculated the current weighted average DSCR for
the pool to be 1.30x, down from 1.33x at issuance.

The current weighted average DSCR for the top 10 loans secured by
real estate, which make up 45.2% of pool, declined to 1.22x from
1.35x for the same loans at issuance.  The second-largest
exposure, the Samoth lodging portfolio, is excluded from this
calculation because it is specially serviced.

At present, there are six loans with a current combined balance of
$42.2 million (10.4%) that are with the special servicer, CRIIMI
MAE Services L.P. (CRIIMI MAE). Five are REO and one is current
but in foreclosure.

     -- The largest exposure with the special servicer is the
Samoth lodging portfolio, for a combined balance of $31.6 million
(7.78%) and a total exposure of $39.8 million.  These loans are
REO and consist of four hotels located in Kissimmee, Fla., near
Disney World. CRIIMI MAE is in the process of selling the four
properties. Based on recent appraisals, losses are expected.

     -- Abington Manor had a current balance of $8.4 million
(2.1%) and a total exposure of $10.2 million. It was liquidated
Aug. 25, 2005 for approximately $5.3 million, resulting in a loss.

The current servicer's watchlist includes 20 loans totaling
$81.5 million (20.1%). The largest loan on the watchlist, Park at
Lakeside ($18.0 million; 4.43%), is the fourth-largest exposure in
the pool. It is secured by a 775-unit multifamily complex in
Houston, Texas, and appears on the watchlist due to a 0.46x DSCR
as of year-end 2004. Occupancy levels at the property remain low
at 72.5% (as of March 31, 2005) compared to 70.3% year-end 2004
and 71.8% year-end 2003.  Most loans appear on the watchlist due
to low DSCRs and were stressed accordingly.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit levels adequately
support the current rating actions.
    
                         Ratings Raised
   
                  DLJ Mortgage Acceptance Corp.
       Commercial Mortgage Pass-Thru Certs Series 1997-CF2

                   Rating
       Class    To        From      Credit Enhancement (%)
       -----    --        ----      ----------------------
       A-3      AAA       AA+                       27.85
       B-1      AA        BBB                       18.89
       B-2      A-        BBB-                      15.63
       B-3TB    BBB       BB                        12.96
       B-3OC    B-        CCC                        6.67
   
                        Ratings Affirmed
  
                  DLJ Mortgage Acceptance Corp.
       Commercial Mortgage Pass-Thru Certs Series 1997-CF2

            Class     Rating   Credit Enhancement (%)
            -----     ------   ----------------------
            A-1B      AAA                     47.43
            A-2       AAA                     39.28


ELECTRONIC DATA: Moody's Revises Rating Outlook to Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 debt rating for
Electronic Data Systems Corporation and has revised the company's
rating outlook to stable from negative.  Moody's has also affirmed
the company's SGL-1 rating, indicating strong short-term
liquidity.

The stable rating outlook revision reflects EDS'

   (1) reduction of cash outflows associated with large commercial
       and governmental problem contracts, including Navy Marine
       Corp Intranet;

   (2) growth in organic revenue and new business contract
       signings following the company's lower level of signings in
       fiscal years 2003 and 2004;

   (3) improvement of pre severance charge and stock compensation
       expense operating margins to in excess of 3%; and

   (4) containment of capital expenditures to less than 10% of
       revenues with a concurrent reduction of CFT off balance
       sheet capital financing program usage.

The company's rating outlook could be revised to positive and
subsequently restored to investment grade if, in addition to a
continuation of the factors listed:

   (1) operating margins, including any restructuring charges,
       track towards 6% or more over the intermediate term;

   (2) Moody's gains further confidence in the performance
       stability of EDS' contracts, including NMCI, GM, and large
       developmental stage contracts with prospective milestones;

   (3) performance of the NMCI contract shows continued
       improvement; and

   (4) a resolution of the company's SEC investigation and
       shareholder lawsuits is likely to occur without a
       significant liquidity impact.

Conversely, the rating outlook could be revised to negative and
the rating could be lowered if, in addition to a diminution of the
rating stabilization factors listed:

   (1) operating margins including any restructuring charges track
       towards 2% or less on an annual basis;

   (2) NMCI free cash flow materially declines and prospects for
       its cash flow become increasingly uncertain;

   (3) organic revenues and new business contract signings decline
       in excess of 5% on an annual basis; or

   (4) gross capital expenditures exceed 10% of revenues.

EDS' SGL-1 liquidity rating reflects its ample cash balances,
expectations of improving free cash flow, and undrawn revolving
credit facilities.  At June 30, 2005, EDS' cash, cash equivalents,
and marketable securities balance stood at a solid $2.7 billion.

Electronic Data Systems Corporation, with headquarters in Plano,
Texas, is a leading provider of information technology services
worldwide.


ENVIRONMENTAL TRUST: Disclosure Hearing Continued to Sept. 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will continue discussing the adequacy of information contained in
the Amended Disclosure Statement explaining The Environmental
Trust, Inc.'s Liquidating Plan of Reorganization on September 22,
2005.  The Court commenced the disclosure hearing on September 7.

As previously reported, the Debtor's Plan provides for its
liquidation by selling some assets for distribution to creditors.  
Most of the Debtor's assets are not saleable due to their
environmentally sensitive habitat or condition.  These assets,
comprised of 90 parcels of protected habitat, will be offered to
claimants (subject to environmental protections) together with a
pro rata share of an Endowment Fund.  If the claimants reject the
non-saleable assets, they will be turned over to the State of
California.  

The entities which will get first priority to acquire the habitats
are direct permitees or developers.  

Funds A & B will be established for distribution to creditors.  
Fund A will hold 75% of cash proceeds while Fund B will hold the
remaining 25% of cash proceeds.

Pursuant to the terms of the Plan,

             * administrative claims;
             * priority tax claims;
             * secured tax claims;
             * priority wage claims and
             * secured claims

will be paid in full.

Endowment-related claim holders will be given interests on the
Debtor's properties and pro rata shares of an endowment fund.  For
any deficiency, claimants will be given pro rata shares of Fund B.  

General Unsecured creditors owed $550,225 will be paid pro rata
from Fund A.

Headquartered in San Diego, Calif., The Environmental Trust, Inc.,
filed for chapter 11 protection on Mar. 23, 2005 (Bankr. S.D.
Calif. Case No. 05-02321).  Michael D. Breslauer, Esq., at Solomon
Ward Seidenwurm & Smith, LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed $1
million to $10 million in assets and $10 million to $50 million in
debts.


EXIDE TECHNOLOGIES: Pays $15 Mil. Interest on 10-1/2% Sr. Notes  
---------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) made the required interest
payment of approximately $15 million on its $290 million of
10-1/2% senior secured notes.

The notes, which were offered earlier this year and successfully
closed on March 18, will mature in 2013.

Headquartered in Princeton, New Jersey, Exide Technologies --  
http://www.exide.com/-- is the worldwide leading manufacturer and  
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


F2M LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: F2M, L.L.C.
        P.O. Box 700
        Ellensburg, Washington 98926

Bankruptcy Case No.: 05-07365

Chapter 11 Petition Date: September 15, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: Donald D. Hackney, Esq.
                  Hackney & Carroll
                  120 North Wall Street, Suite 500
                  Spokane, Washington 99201
                  Tel: (509) 624-8200
                  Fax: (509) 623-1491

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Fulleton Pacific Corporation                  $127,300
P.O. Box 518
Ellensburg, WA 98926

DeVere & Sons Distributing Inc.                $91,804
P.O. Box 336
Cle Elum, WA 98922

Hackney & Carroll                              $54,981
120 North Wall #500
Spokane, WA 99201

Capitol Equipment                              $27,895

Gregg R. Smith                                 $19,820

Marsh Advantage America                        $13,212

Spokane Industries, Inc.                       $13,169

Modern Machinery                                $9,865

Columbia Asphalt & Gravel Inc.                  $9,080

Les Schwab                                      $6,828

Rockwall Inc.                                   $5,999

Forsgren Associates Inc.                        $4,176

Office Depot                                    $3,976

Fasental Industrial Supplies                    $2,834

United Rentals-Ellensburg                       $2,203

Woodpecker                                      $1,633

Koncrete Industries, Inc.                       $1,431

Larson & Perkins PLLC                           $1,370

Liberty & Rocky Mountain Pipe                   $1,165

Accurate Survey Supply Inc.                       $973


FEEDCOM ENTERPRISES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Feedcom Enterprises, Inc.
        827 Tjossem Road
        Ellensburg, Washington 98926

Bankruptcy Case No.: 05-07366

Type of Business: The Debtor exports livestock-feed hay.

Chapter 11 Petition Date: September 15, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: James P. Hurley, Esq.
                  Hurley, Lara & Hehir
                  411 North Second Street
                  Yakima, Washington 98901
                  Tel: (509) 248-4282
                  Fax: (509) 575-5661

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
   Orix Credit Alliance              $240,645
   600 Town Park Lane
   Kennesaw, GA 30144


FIDELITY NATIONAL: S&P May Up Low-B Ratings After Certegy Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' corporate
credit and senior unsecured ratings for Alpharetta, Ga.-based
Certegy Inc. on CreditWatch with negative implications.

At the same time, the 'BB' corporate credit and senior secured
ratings of Jacksonville, Fla.-based Fidelity National Information
Services Inc. are placed on CreditWatch with positive
implications.  The CreditWatch listings follow the announced
merger agreement in which FIS, a majority owned subsidiary of
Fidelity National Financial Inc. (BBB-/Watch Pos/--), and Certegy
will combine operations to form a single publicly traded entity.

Under the terms of the merger agreement, FIS and Certegy will be
combined in a tax-free, stock-for-stock merger under which each
share of FIS common stock will be exchanged for 0.6396 shares of
Certegy common stock.  After the issuance of Certegy stock to FIS
shareholders, current Certegy shareholders will own approximately
32.5% and FIS shareholders will own approximately 67.5% of the
combined entity, with FNF directly owning approximately 50.3%.   
Additionally, Certegy will pay a $3.75 per share special cash
dividend to its shareholders prior to the closing of the
transaction.  The name of the combined company will become
Fidelity National Information Services, Inc., and the transaction
is subject to stockholder and regulatory approvals.

After a preliminary analysis, Standard & Poor's corporate credit
rating for the new company most likely will be at or just below
investment grade.  The combined company is expected to have an
investment grade business risk profile, because of a stable
recurring revenue base, good cash-flow generation, and the
opportunity to realize both product and cost synergies over
time.  Pro forma revenues are about $4 billion with EBITDA of over
$900 million.  However, leverage will be between that of FIS and
Certegy, with pro forma immediate total debt to EBITDA at over 3x.

Standard & Poor's will meet with management to review the capital
structure of the new entity, integration plans, future financial
policy, and growth strategy.


FIDELITY NATIONAL: Fitch Affirms BB- Rating on Sr. Debt Facility
----------------------------------------------------------------
Fitch affirmed the 'BB-' rating on the senior secured credit
facility of Fidelity National Information Services after the
announcement of the proposed merger between FIS and Certegy, Inc.

In addition, Fitch affirmed the 'A-' insurer financial strength
ratings of the title insurance underwriting subsidiaries of
Fidelity National Financial, Inc., and the 'BBB-' long-term issuer
rating of FNF. All ratings have a Stable Rating Outlook.

CEY is a provider of card issuer services to financial
institutions, principally community banks and credit unions.  CEY
appears to share a common customer base with FIS, who provides
technology solutions, processing services, and information
services to the financial services and real estate industries.  
FIS would be the surviving entity from the proposed merger through
a stock-for-stock merger, where CEY shareholders would receive a
share of FIS stock for every 0.6396 shares of CEY.

The combined FIS/CEY entity would produce an estimated $4 billion
in annual revenue.  The long-term nature of the servicing
contracts produces a very stable revenue stream, comparing
favorably to the more cyclical revenue produced on the title
insurance side.  After the proposed merger, FIS' share of
consolidated annual FNF revenue would be approximately 35%, up
from 28% during the first half of 2005.

Financial leverage at FIS would decline to an estimated 55% after
the merger compared with the current 81%, and consequently,
consolidated debt-to-total capital at FNF would fall below 40%.  
Balanced against the improvement in financial leverage are
integration risks that are present in any merger, as well as
considerable goodwill and other intangible assets that continue to
create negative tangible equity at FIS.  The title insurance
business will be relatively unaffected by the proposed merger,
other than the overall reduction in leverage at the consolidated
enterprise.

Fitch expects further discussions with FIS' management team
regarding detailed business plans for the combined FIS/CEY entity.  
Future favorable rating actions on the FIS debt might occur
following successful integration and seasoning of the proposed
merger.

   Fidelity National Title Insurance Co.
   Ticor Title Insurance Co. of FL
   Alamo Title Insurance Co. of TX
   Nations Title Insurance of NY
   Chicago Title Insurance Co.
   Chicago Title Insurance Co. of OR
   Security Union Title Insurance Co.
   Ticor Title Insurance Co.
   National Title Insurance Co. of NY

     -- Insurer financial strength affirmed at 'A-'/Stable
        Outlook.

   Fidelity National Financial Inc.

     -- Long-term issuer affirmed at 'BBB-'/Stable Outlook.

   Fidelity National Information Services, Inc.

     -- Senior Secured Credit Facility affirmed at 'BB-'/Stable
        Outlook.


FOSS MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Foss Manufacturing Company, Inc.
        380 Lafayette Road
        P.O. Box 5000
        Hampton, New Hampshire 03843-5000

Bankruptcy Case No.: 05-13724

Type of Business: The Debtor is a producer of engineered,
                  non-woven fabrics and specialty synthetic
                  fibers, for a variety of applications and
                  markets.  See http://www.fossmfg.com/

Chapter 11 Petition Date: September 16, 2005

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Jennifer Rood, Esq.
                  Bernstein, Shur, Sawyer & Nelson, P.A.
                  670 North Commercial Street, Suite 108
                  P.O. Box 1120
                  Manchester, New Hampshire 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
CGLIC-Bloomfield EASC                         $1,866,781
5082 Collection Center Drive
Chicago, IL 60693-0050

Cigna Healthcare                              $1,642,355
5082 Collection Center Drive
Chicago, IL 60693-0050

PolyQuest                                     $1,315,184
P.O. Box 890291
Charlotte, NC 28289-0291

W.P. Carey                                      $800,000
50 Rockefeller Plaza
New York, NY 10020

Wachovia                                        $788,392
Eastman Chemical Company
P.O. Box 8500-55157
Philadelphia, PA 19178-5157

Eastman Chemical                                $788,392
Wachovia, Eastman Chemical Co.
P.O. Box 8500-55157
Philadelphia, PA 19178-5157

A. Schulman                                     $450,885
P.O. Box 74052-S
Cleveland, OH 44194

Sprague Energy                                  $353,081
P.O. Box 414380
Boston, MA 02241-4380

DuPont Teijin                                   $351,791
P.O. Box 198150
Atlanta, GA 30384

Goldmark                                        $317,087
P.O. Box 8600
Lewiston, MA 04243

Drake                                           $253,510
P.O. Box 890886
Charlotte, NC 28289-0886

Invista S.A.R.L.                                $223,115
P.O. Box 406876
Atlanta, GA 30384-6876

Pacific                                         $183,750
24 Industrial Way
P.O. Box 697
Wilmington, MA 01887

National Employment                             $166,794
P.O. Box 845510
Boston, MA 02284-5510

Irving Oil                                      $157,204
P.O. Box 401
Bangor, ME 04402-0401

DFDS                                            $142,718
440 McClellan Highway, Suite 104
East Boston, MA 02128

Noveon                                          $139,883
P.O. Box 73605-N
Cleveland, OH 44193-0941

Devon Resin                                     $119,712
P.O. Box 207
Dowington, PA 19355

Town of Hampton                                 $116,679
Tax Collector's Office
136 Winnacunnet Road
Hampton, NH 03842

Overnite                                        $111,640
P.O. Box 79755
Baltimore, MD 21279-0755


FREEDOM MEDICAL: Confirmation Hearing Scheduled for October 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on October 12, 2005, to discuss the merits
of Freedom Medical Inc.'s Plan of Reorganization.  The Court
approved the Debtor's Disclosure Statement explaining its Plan on
September 12.

Objections to the Plan, if any, must be submitted by 5:00 p.m. of
October 7.

The Plan enables the Debtor to successfully emerge from
bankruptcy, preserve its business, maintain jobs and allow
creditors to realize the highest recoveries.

Under the Plan, administrative claims, priority claims, secured
tax claims, Canon Financial, Marlin and other priority claims will
be paid in full.

Greenwich Capital Financial Products, Inc., owed $21,433,585, will
be paid equal monthly principal installments of $120,000 until
Dec. 31, 2007.  Payment to the lender could be less if the Debtor
makes a prepayment in accordance with a schedule of Discounted
Payoff Amounts.  The Discounted Payoff Amounts range
from $16.5 million (of payment is received on or before Oct. 31,
2005) to $19 million (if payment is received on or before June 30,
2007).  Greenwich is expected to recover 78% to 99% of its claim.

Med One Capital, Inc.'s $60,008 claim will be paid in full.  
However, the Debtor won't make payments to the claimant's lawyer.

Maquet asserts a disputed $380,000 claim.  According to the
Debtor's schedules, Maquet is owed $33,095 which, pursuant to the
Plan, will be paid in full.

As for the Debtor's action against RBC Dain Rauscher, the plan
outlines two options.  If Freedom's successful in the RBC
litigation, RBC's $76,525 claim will be setoff against the
judgment in favor of the Debtor.  If the judgment is in favor of
RBC, then its claim will be allowed as an allowed general
unsecured claim.

General unsecured creditors, owed between $729,387 to $2,066,701
in the aggregate, will recover 12.1% to 34.3% of their claims.   

The recovery amount will depend on:

   a) successful prosecution of objections to proofs of claim;
      and
   
   b) whether Frank Gwynn and Dominic Greco, the Debtor's
      respective President and CEO, will agree to waive their
      unsecured claims.

Convenience claim holders will be paid not more than $250.  

Equity interest holders will retain their shares in exchange for a
$50,000 aggregate cash contribution.

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc.,
-- http://www.freedommedical.com/-- sells electronic medical  
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  Barry D. Kleban, Esq., at
Adelman Lavin Gold and Levin represents the Debtor.  When Freedom
Medical filed for protection from its creditors, it listed
estimated assets and debts of more than $50 million.


GEO GROUP: Completes $175 Million Financing for CSC Acquisition
---------------------------------------------------------------
The GEO Group, Inc. (NYSE: GGI) completed the amendment to its
senior secured credit facility, consisting of:

    * a $75 million, 6-year term-loan bearing interest at LIBOR
      plus 2.00%, and

    * a $100 million, 5-year revolving credit facility bearing
      interest at LIBOR plus 2.00%.

GEO plans to use the borrowings under the Senior Credit Facility
to fund general corporate purposes and to finance GEO's proposed
acquisition of Correctional Services Corporation for approximately
$62 million plus deal-related costs.  The acquisition of CSC is
expected to close in the beginning of the fourth quarter of 2005
subject to certain closing conditions contained in the merger
agreement.

BNP Paribas underwrote the Senior Credit Facility.

The GEO Group, Inc. is a world leader in the delivery of
correctional and detention management, health and mental health,
and other diversified services to federal, state, and local
government agencies around the globe.  GEO offers a turnkey
approach that includes design, construction, financing, and
operations.  GEO represents government clients in the United
States, Australia, South Africa, and Canada managing 42 facilities
with a total design capacity of approximately 38,500 beds.

                     *     *     *

AS reported in the Troubled Company Reporter on July 22, 2005,
Moody's Investors Service affirmed The GEO Group, Inc.'s Ba3
Corporate Family Rating (previously called the Senior Implied
Rating), Ba3 Senior Secured Credit Facility, and B1 Senior
Unsecured Notes.

According to Moody's, this rating affirmation reflects GEO Group's
plan to acquire Correctional Services Corporation, another
corrections company, using cash and debt.  The transaction will
further consolidate the private corrections industry, a plus for
GEO Group.  Moreover, while GEO Group's credit profile will be
modestly weakened by the leveraged purchase of CSC, the greater
sector leadership provided by the transaction, and some operating
cost savings, are counterbalances, and over the intermediate term
Moody's expects GEO Group to reduce its leverage.  The rating
outlook remains stable.


HCC INDUSTRIES: AMETEK Acquisition Spurs S&P to Review Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on HCC
Industries, Inc., including its 'CCC+' corporate credit rating, on
CreditWatch with positive implications following the announcement
by AMETEK Inc. (BBB/Stable/--) that it has agreed to acquire the
company.  HCC designs and manufactures highly engineered hermetic
connectors, terminals, headers, and microelectronic packages for
sophisticated electronic applications in the aerospace, defense,
industrial and petrochemical markets. Rosemead, Calif.-based HCC
has annual sales of approximately $100 million.  AMETEK will
purchase the company from an investor group led by Windward
Capital Partners and HCC management for approximately $162 million
in cash (including HCC's debt).

Although this will be a new platform for AMETEK's
Electromechanical Group, the business provides synergistic
opportunities with AMETEK's markets and distribution channels,
particularly in aerospace and defense, and technology-sharing
opportunities with AMETEK's specialty metals division.

"Standard & Poor's expects to withdraw its ratings on HCC when the
transaction closes, which is expected by the fourth quarter of
2005," said Standard & Poor's credit analyst John R. Sico.  At
that time, the subordinated debt will be repaid.


HINES HORTICULTURE: Nurseries Unit Selling Property for $47.8-Mil
-----------------------------------------------------------------
Hines Nurseries, Inc., a subsidiary of Hines Horticulture, Inc.,
negotiated and entered into the Real Property Purchase and Sale
Agreement and Escrow Instructions with Quantum Ventures, LLC, to
sell approximately 121.92 acres of unimproved property located at
17455 SW 157th Avenue, Miami-Dade County, Florida.  

The Company currently operates a plant nursery on the Property.
The Buyer, headquartered in Coral Gables, Florida, is a
residential real estate developer and homebuilder in South
Florida.  Subject to closing conditions, the closing date is
expected to be on or before October 19, 2005, subject to extension
by the Buyer for up to two weeks.  The closing of the purchase and
sale of the Property is subject to conditions, including certain
conditions which are outside the control of the Company.

The Agreement provides that the purchase price of the Property is
approximately $47.8 million, payable in cash, on the closing date.

In addition to the Purchase Price, the Agreement provides that the
Buyer will pay to the Company a deferred purchase price payment in
the event the Property is subdivided or otherwise entitled for the
development of more than four residences per acre.  The Buyer has
agreed to pay the Company $40,000 for every residential lot
created within the Property in excess of four lots per acre.  The
Buyer is under no commitment to seek residential lots in excess of
four per acre, and it is very possible that the Buyer will not
receive zoning for the excess lots or pay any deferred purchase
price. It is expected that the maximum possible density per acre
would be five residential lots.  The deferred purchase price
payment will be due and payable upon recordation of final plats
consummating the residential subdivision of the Property.

The Agreement requires the Buyer to pay an initial earnest money
deposit, which will be credited towards the Purchase Price at
closing but will be refundable if the Buyer, in its discretion, is
not satisfied with certain due diligence and feasibility reviews
of the Property; provided, however, $200,000 of the deposit will
be disbursed to the Company upon receipt and will be non-
refundable except in limited circumstances.  The due diligence
period will run from the date of execution of the Agreement to
October 12, 2005, but may be extended by the Buyer for an
additional two-week period.

Commencing on the closing date, pursuant to the Agreement the
Company will enter into a two-year lease agreement with the Buyer
to lease the Property while transitioning operations to other
locations.  Pursuant to the Agreement, the Company will lease the
entire Property for a one-year period, with a thirty-day extension
right, and will then vacate approximately 32.71 acres.  The
Company will lease the remaining 89.21 acres for an additional
one-year period, with extension rights for an additional ninety
days, and will then vacate the remaining acreage.  The Company
will pay the Buyer rent of approximately $500 per outstanding
acre, annually, during the lease term.

Hines Horticulture operates commercial nurseries in North America,
producing one of the broadest assortments of container grown
plants in the industry.  Hines Horticulture sells nursery products
primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.

As reported in the Troubled Company Reporter on April 6, 2005,
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based Hines Horticulture Inc. to negative from stable,
and affirmed the company's 'B+' corporate credit rating.


IMMUCOR INC: Finds Material Weakness in Internal Control
--------------------------------------------------------
Immucor Inc. reported that on Sept. 15, 2005, it has substantially
completed its assessment of the Company's internal control over
financial reporting.

The Company's management has identified the following control
deficiencies in the Company's internal control over financial
reporting:

    (1) Revenue Recognition and Billing Processes

        Management has concluded that as of May 31, 2005,
        material weaknesses existed related to ineffective
        controls over the Company's revenue recognition and
        billing processes resulting from:

            * the lack of controls over the review of all
              arrangement documentation in order to properly
              record revenue,

            * the lack of controls over ensuring that all
              arrangement terms and conditions are known for
              proper revenue recognition evaluation, and

            * the lack of personnel with sufficient skills and
              experience to properly record revenue from multi
              element arrangements.

    (2) Financial Statement Close Process

        Management has also concluded that as of May 31, 2005,
        material weaknesses existed related to the Company's
        financial statement close process resulting from:

            * the lack of adequate processes, controls, review and
              approval procedures to ensure that financial
              statements and disclosures generated for external
              purposes are prepared in accordance with U.S.
              generally accepted accounting principles,

            * the lack of personnel with sufficient skills and
              experience to properly analyze certain technical
              accounting issues in accordance with U.S. generally
              accepted accounting principles, and

            * the lack of adequate policies and procedures in
              certain international locations with respect to
              preparing journal entries and reconciling certain
              significant accounts.


The Company's management concluded that the control deficiencies
constitute "material weaknesses" as defined by the Public Company
Accounting Oversight Board's Accounting Standard No. 2.

As a result of these control deficiencies:

    * management recorded material adjustments to the Company's
      financial statements during the fiscal year ended May 31,
      2005, and

    * management will be unable to conclude that the Company's
      internal control over financial reporting was effective as
      of May 31, 2005.

The Company said that Ernst & Young LLP, its independent
registered public accounting firm, will issue an adverse opinion
with respect to the Company's internal control over financial
reporting in the Company's Form 10-K for the fiscal year ended May
31, 2005.

The Company believes that the control deficiencies identified
could result in a material misstatement to the Company's annual or
interim financial statements that would not be prevented or
detected.  The Company's management, with the oversight of the
Audit Committee of the Board of Directors, has begun the process
of remediating these control deficiencies as expeditiously as
possible.  The Company says that the deficiencies are the only
material weaknesses identified to date in connection with the
Company's fiscal year-end assessment of its internal control over
financial reporting, and management does not currently expect to
identify any additional material weaknesses as of May 31, 2005.

Immucor Inc. -- http://www.immucor.com-- develops, makes, and  
sells reagents and automated systems that are used by blood banks,
hospitals, and clinical laboratories in North America and Europe.  
Immucor's products identify human blood properties for blood
typing; they also detect foreign antibodies.  It also distributes
other companies' products used for monitoring transfusion-therapy
patients, transplant typing, and paternity testing.  Immucor
markets directly and through distribution agreements and has
consolidated its distribution operations to become more
competitive.

                        *    *    *

As reported in the Troubled Company Reporter on Sept. 19, 2001,
Immucor had covenant waiver-related conversations with its senior
lender after reporting consecutive quarterly losses.  Immucor's
financial statements for the past year show that the company is
profitable, liquid, solvent, and adequately capitalized.  


INTERPUBLIC: Fitch Keeps B+ Rated Debt Facility on Negative Watch
-----------------------------------------------------------------
Fitch reports that The Interpublic Group of Companies senior
unsecured and multi-currency bank credit facility ratings of 'B+'
remain on Rating Watch Negative.  The company announced that it is
on track to meet the Sept. 30th timeline it established earlier in
the year for filing its 2004 Form 10-K and 2005 1st and 2nd
Quarter Form 10-Qs.  However, the company also indicated that
previously issued financial statements and unaudited interim
financial information previously issued should no longer be relied
upon.  In addition, the company will restate earnings from 2000-
2004 specifically related to accounting for revenue, acquisitions,
and lease expenses.

Fitch expects the review and resolution of the Rating Watch status
will be concluded following the satisfactory filing of the
company's Form 10-K for 2004 and Form 10-Qs for 2005 and review of
these statements.  Also, Fitch will meet with management in the
near term to evaluate the company's financial status, long-term
business outlook, and progress the company has made to rectify
material weaknesses in its internal controls to limit the
probability of future financial reporting and accounting control
issues.

Fitch lowered IPG's ratings to 'B+' from BB+' and placed the
ratings on Rating Watch Negative on March 11, 2005.  These actions
reflected the increased levels of negative event risk at IPG,
concerns about the reliability of the company's financial
reporting, the ability of IPG's auditors to provide an
'unqualified' opinion about the company's financial reports.  In
addition, the rating actions reflected IPG's earnings and cash
flow outlook, given the company's weak organic growth trends, and
significant pressures on operating margins.

Fitch also continues to be concerned that turnaround efforts
initiated by new management in 2003 have not stabilized the
company's operating performance, which has been weak relative to
historical levels and competitors.  IPG has experienced high-
profile account losses recently at key agencies and Fitch believes
IPG continues to incur significant costs and management time to
remediate the problems causing the material weaknesses.  Previous
misstatements of IPG's earnings resulting from weaknesses in
accounting controls were the subject of shareholder lawsuits,
which have required significant litigation and settlement costs,
and resulted in an investigation by the Securities and Exchange
Commission.

Liquidity continues to be supported by cash on hand at June 30,
2005 of approximately $1.4 billion (net of $225 million which is
now required to be held in domestic accounts with the lenders in
order for the company to access the facilities) and is further
supported by $700 million credit facilities, consisting of a $450
million, three-year facility expiring May 2007, and a $250
million, 364-day facility scheduled to mature Sept. 30, 2005.  On
June 27, 2005, IPG announced it had received additional amended
financial covenants for minimum interest coverage, maximum
debt/EBITDA leverage, and minimum EBITDA.  Total debt stands at
approximately $2.3 billion. The next significant maturity is in
2008.


JILLIAN'S ENT: Administrative Claims Bar Date Set on November 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky set
Nov. 15, 2005, at 4:00 p.m., as the deadline for all creditors
owed money on account of administrative claims specified in
Sections 503(b), 365 and 1114(e)(2) of the U.S. Bankruptcy Code
arising through and including May 23, 2004, against Jillian's
Entertainment Holdings, Inc., and its debtor-affiliates to file
proofs of claim.

Administrative claimants must file written proofs of claim on or
before the Nov. 15 Administrative Claims Special Bar Date and
those forms must be sent either by first class mail, overnight
delivery or personal service to:

         Jillian's Entertainment Holdings, Inc.
         c/o Kurtzman Carson Consultants, LLC
         1219 Culver Boulevard, Suite I
         Los Angeles, CA 90066

The Administrative Claims Bar Date will terminate any open-ended
liability of the estates to holders of administrative claims and
will place the Plan Administrator in a position to calculate and
implement distributions to administrative and other unsecured
creditors pursuant to the provisions of the Bankruptcy Code in the
orderly wind down of the Estates.

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.


JO-ANN STORES: CFO B.P. Carney & EVP & Secretary V.G. Sachs Resign
------------------------------------------------------------------
Jo-Ann Stores, Inc. (NYSE: JAS) reported that Brian P. Carney,
executive vice president and chief financial officer, and Valerie
Gentile Sachs, executive vice president, general counsel and
secretary, have resigned from the company both effective at the
end of the month.

Mr. Alan Rosskamm, chairman and chief executive officer stated,
"While we deeply regret Brian and Valerie's independent decisions
to leave, we thank them for their contributions to Jo-Ann's growth
and wish them success in their new endeavors.  However, we are
fortunate to have a strong and experienced financial team in
place, and we are confident that we will be able to accomplish a
seamless transition.

"During the transition period our finance team will be led by Jim
Kerr and Don Tomoff.  Jim has been leading our effort to build a
proactive financial organization that is fully integrated in
company-wide day-to-day operations.  Additionally, Don will
continue to be responsible for investor relations, financial
reporting and the company's treasury and tax operations."

James C. Kerr, vice president and controller, 43, joined the
company in February 1998 and has 21 years of financial and
accounting management experience, the majority of which has been
with publicly held retail companies.  Donald R. Tomoff, vice
president, finance and treasurer, 46, joined Jo-Ann in February
1999 and has 24 years of progressive experience in corporate
accounting and finance.

Mr. Rosskamm added, "While we conduct a national search for a
replacement for the general counsel position, the responsibilities
of that position will be handled by our outside corporate law
firm, as they were prior to Valerie joining our company as our
first general counsel in 2003."

Mr. Carney, 45, is leaving to become executive vice president and
chief financial officer for Greenville, South Carolina-based Bi-
Lo, LLC, a supermarket chain with annual revenues of approximately
$4 billion, which was recently acquired in a leveraged buy-out
transaction with Ahold, USA.  Ms. Sachs, 50, is joining the senior
management team of the Cleveland, Ohio-based OM Group, Inc., a
leading international producer and marketer of metal-based
specialty chemicals and related materials, as vice president,
general counsel and corporate secretary.

Jo-Ann Stores, Inc. -- http://www.joann.com-- the leading  
national fabric and craft retailer with locations in 47 states,
operates 712 Jo-Ann Fabrics and Crafts traditional stores and
135 Jo-Ann superstores.  

                         *     *     *

As reported in the Troubled Company Reporter on July 18, 2005,  
Standard & Poor's Ratings Service raised its ratings on Hudson,
Ohio-based specialty retailer Jo-Ann Stores Inc.  The corporate
credit rating was raised to 'BB-' from 'B+' and the subordinated
debt rating was raised to 'B' from 'B-'.  The ratings were removed
from CreditWatch, where they were placed with positive
implications on March 14, 2005.  S&P says the outlook is stable.


KAISER ALUMINUM: U.S. Trustee Balks at Russell's Proposed Services
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 13, 2005, Kaiser Aluminum Corporation and its debtor-
affiliates sought the U.S. Bankruptcy Court for the District of
Delaware's authority to employ Russell Reynolds as search
consultant, nunc pro tunc as of August 1, 2005.

The Remaining Debtors ascertain that it is time to begin the
search process for directors for Reorganized Kaiser Aluminum
Corporation, the ultimate parent entity following various
restructuring transactions to be completed in connection with the
Remaining Debtors' emergence from Chapter 11.

Reorganized KAC's initial board of directors will consist of
10 members:

   (a) one will be Reorganized KAC's Chief Executive Officer;

   (b) four will be designated by the United Steelworkers; and

   (c) the remaining five will be selected by a search committee
       comprised of:

       * two persons designated by the Debtors;

       * two persons designated by a statutory committee of
         unsecured creditors; and

       * one person designated jointly by Martin J. Murphy, as
         legal representative for future asbestos claimants;
         Anne M. Ferazzi, as legal representative for future
         silica and coal tar pitch volatiles claimants; and a
         statutory committee of asbestos claimants.

The Search Committee interviewed three executive search firms.  
On August 1, 2005, the Search Committee selected Russell Reynolds
Associates to conduct the search for five independent director
candidates to join Reorganized KAC's Board.

                      U.S. Trustee Objects

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
objects to the proposal that Russell Reynolds Associates be
exempted from the filing of fee applications and the necessity to
obtain further Court approval for its compensation or
reimbursement of expenses.

This request is contrary to relevant law, the U.S. Trustee argues.

The U.S. Trustee asserts that the U.S. Court of Appeals for the
Third Circuit in In re Engel, 124 F.3d 567, 571-72 (3d Cir.
1997), has made it quite clear that fee applications are a
requirement in bankruptcy and must be carefully reviewed under
Section 330 of the Bankruptcy Code.

The U.S. Trustee further contends that the Application fails to
provide the specific services Russell Reynolds will be providing
or the justification for its fee.  Moreover, the U.S. Trustee
notes that there will be expenses that the Debtors will reimburse,
which are completely unknown at this time.

The U.S. Trustee tells the Court that the correct procedure is not
to approve the compensation up-front without any oversight, but to
allow the Court and parties-in-interest the ability to assess the
services performed at the end of the engagement to determine if
the fees are justifiable and expenses are reasonable.

The U.S. Trustee leaves Russell Reynolds to its burden, and
reserves any and all of her rights to, inter alia, conduct
discovery and to modify her objection in whatever actions are
deemed necessary and appropriate.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 78; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KERZNER INT'L: S&P Rates Planned $400 Million Senior Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Kerzner International Ltd.'s proposed $400 million senior
subordinated notes due 2015.  Proceeds from these notes, along
with cash on hand, will be used to refinance its existing
$400 million senior subordinated notes due 2011 and to fund fees
and expenses associated with this transaction.

At the same time, Standard & Poor's affirmed its ratings,
including its 'BB-' corporate credit rating, on the hotels and a
casino owner and operator.   The outlook on Kerzner remains
stable.  The Nassau, Bahamas-based company had about $820 million
of debt outstanding as of June 30, 2005, which includes debt
associated with the Palmilla and Reethi Rah joint ventures.

"Although leverage is expected to rise by late 2006 as the company
funds its outlined spending initiatives, we believe the Phase III
expansion of its Paradise Island resort will be successful and
that incremental cash flow from this project will lead leverage to
decline in 2007 and trend towards a level more consistent with
current ratings.  However, given ongoing growth initiatives, there
is limited room for credit measures to weaken further within the
stable outlook," said Standard & Poor's credit analyst Peggy Hwan.


KERZNER INT'L: Moody's Rates $400 Million Senior Sub. Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Kerzner
International Limited's proposed $400 million guaranteed senior
subordinated notes due 2015, and affirmed the company's Ba3
Corporate Family Rating and stable rating outlook.  The notes are
offered pursuant to Rule 144A of the Securities Act of 1933.   
Proceeds of the note offering will be used, together with cash on
hand, to repurchase all of Kerzner's 8-7/8% guaranteed senior
subordinated notes tendered for pursuant to a tender offer
launched on August 12, 2005.  The B2 rating on the 8 7/8% notes
will be withdrawn once the notes are redeemed.

The B2 rating on the proposed notes considers that they will have
a formal guaranty from Kerzner's operating subsidiaries.  The
company will have the ability to raise additional debt as long as
it meets a 2.0 times fixed charge debt incurrence test, and the
indenture includes a $900 million senior secured credit facility
carve-out that will not be subject to the fixed charge debt
incurrence test.  The affirmation of the ratings considers the
high quality of the company's assets and significant amount of
customer loyalty attached to the Atlantis brand name and the
stability of cash flows generated by the Mohegun Sun (Ba1/stable)
relinquishment payments and other management contracts.  Key
credit concerns include the reliance on the single upscale
destination resort property for a significant portion of the
company's cash flow, which makes it highly vulnerable to uncertain
travel and economic trends.

The stable rating outlook reflects adequate liquidity to supported
planned development activity, a manageable debt maturity profile
(including no significant maturities in 2006 when leverage is
expected to peak), as well as Moody's expectation that the company
will not aggressively repurchase it stock.  In August 2005,
Kerzner's Board of Directors has approved a share repurchase
program authorizing the repurchase of up to two million ordinary
shares.

Ratings upside is limited by Kerzner's significant expansion
activities which will likely result in peak leverage (debt/EBITDA)
during construction of over 5.0x in 2006.  Currently gross debt to
EBITDA is around 3.6x and the company had $375 million cash on
hand at June 30, 2005.  The company recently commenced development
of a major expansion at Atlantis that includes a 600-room all-
suite luxury hotel and a significant enhancement of water-based
attractions.  Certain elements of this expansion have already
opened with the remaining elements expected to open by early 2007.   
The company is also developing other projects as part of joint
venture arrangements, including Atlantis, The Palm, Dubai, and is
expected to pursue other new development opportunities around the
world, which increases overall business risk.  Ratings could face
downward pressure if the company were to execute material share
repurchases and/or leverage increases significantly beyond current
expectations.

New rating assigned:

   * $400 million guaranteed senior subordinated notes at B2.

Kerzner International Limited is a developer and operator of
destination resorts, casinos and luxury hotels.  The company's
flagship brand is Atlantis, which includes Atlantis, Paradise
Island, a 2,317-room, ocean-themed destination resort located on
Paradise Island, The Bahamas.


KOPPERS INC: S&P Revises Outlook on Low-B Ratings to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Koppers
Inc. to stable from negative, citing continued improvements in
operating conditions over the last year and the company's
announcement that it has filed with the SEC to undertake an IPO
for up to $125 million.

The outlook on KI Holdings Inc., the parent of Pittsburgh, Pa.-
based Koppers, was also revised to stable from negative. All
ratings, including the 'B+' corporate credit ratings, are
affirmed.  As of June 30, 2005, Koppers had about $488 million of
debt outstanding.

"The outlook revision reflects improving business conditions and
the expected enhancement to credit quality if the IPO is
consummated and if a significant portion of the proceeds is
applied to the permanent reduction of debt," said Standard &
Poor's credit analyst Paul Kurias.

Based on information in the company's S-1 filing with the SEC,
Koppers is expected to use a significant portion of the proceeds
for debt reduction.  As a result, the company's credit protection
measures should meaningfully improve, offsetting some of the
negative impact to the financial profile caused by large dividend
payments to existing shareholders over the past two years.

The ratings on Koppers reflect:

   * a weak business position, attributable to a relatively narrow
     scope of operations and concentration of sales by customer
     base and end market; and

   * an aggressive financial policy, including elevated leverage
     measures following two debt-financed dividend payments to the
     company's shareholders.

These factors are only partially offset by the company's leading
market shares, high percentage of long-term contracts, and good
geographic diversity.  Existing shareholders are expected to sell
shares through a secondary offering, but will maintain a
significant stake in the publicly traded entity.  If completed
successfully, Standard & Poor's expects the IPO to have a positive
influence on financial policy by reducing the probability of the
company returning value to shareholders in the form of large
dividend payments.

Koppers, with about $970 million in sales, operates two divisions:
carbon materials and chemicals (58% of 2004 sales), and railroad
and utility products (42% of sales).


LAND O'LAKES: Moody's Reviewing Low-B Ratings for Possible Upgrade
------------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
Land O'Lakes, Inc.'s B1 rated senior secured bank facility, its B2
rated second lien notes, its B3 rated senior unsecured notes, and
its B2 corporate family rating.  Moody's also placed under review
for possible upgrade the capital securities of Land O'Lakes
Capital Trust I.  Land O'Lakes' speculative grade liquidity rating
was upgraded to SGL-2 from SGL-3.

The review is prompted by the reduction in Land O'Lakes' leverage
with proceeds of asset sales, the resultant increase in financial
flexibility, the successful divestiture over the past year of
several non-core businesses, and the stabilization of operating
performance.  Land O'Lakes recently sold its equity interest in CF
Industries, a manufacturer of fertilizer, for $315 million, and
has earmarked proceeds for debt reduction.  Additionally, during
the past six months, the cooperative fully repaid its Term B
bank loan ($118 million) and reduced capital leases by over
$80 million.

During the review, Moody's will evaluate:

   (1) the cooperative's strategy to further improve its operating
       performance;

   (2) management's plan to continue to reduce leverage and
       strengthen its capital structure;

   (3) the likelihood that Land O'Lakes can sustain a credit
       profile stronger than that incorporated in its current
       ratings.

The upgrade of Land O'Lakes liquidity rating to SGL-2 reflects
Moody's expectation that cash flow generation over the next twelve
months will be at levels that are likely to cover capital
spending, member payments, and required debt amortization, though
the company may need to access external funds on an interim basis
during the twelve months to cover seasonal working capital needs.   
The upgrade also takes into account Land O' Lakes' improved
cushion for compliance with its financial covenants following the
complete pay-down of its Term B bank loan earlier this year.  Land
O'Lakes has adequate unused availability under its committed
revolver and receivables securitization facilities, which have
been extended to January 2007.  The SGL rating could improve    
further if Land O'Lakes is successful in increasing cash flow
generation materially from current levels, or if it is able to
further strengthen its excess cash balances and maintain
additional unused availability under its committed credit
facilities and receivables securitization facilities in the year
ahead.  The SGL rating could be pressured if profitability
weakens, leading to tight covenant cushions and increased reliance
on the revolver.

Ratings upgraded are:

   -- Land O'Lakes, Inc.

      * Short Term Liquidity rating to SGL-2 from SGL-3

Ratings placed under review for possible upgrade are:

   -- Land O'Lakes, Inc.

      * $200MM Senior secured revolving credit facility at B1
      * $175MM 9.0% senior secured 2nd lien notes at B2
      * $350MM 8.75% senior unsecured notes at B3
      * Corporate family rating at B2

   -- Land O'Lakes Capital Trust I

      * $191MM 7.45% capital securities at Caa1

Land O'Lakes, based in Arden Hills, Minnesota, is an agricultural
cooperative focusing on branded dairy food, feed, and agricultural
crop inputs.


MAULDIN-DORFMEIER: Cowles & Thompson Approved as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
approved Mauldin-Dorfmeier Construction, Inc.'s request to
employ Cowles & Thompson as its special counsel, nunc pro tunc to
Feb. 28, 2005.

The Debtor needs Cowles & Thomson to represent it in a legal
dispute involving bankrupt company CEI Roofing, Inc., and its
affiliates.  The dispute resulted from the construction of the
California State University at Stanislaus and the Delano Prison.  
Mauldin filed proofs of claims in CEI's bankruptcy case (Bankr.
N.D. Texas Case No. 04-35113).  CEI objected to Mauldin's claims.  
Documents filed with the Bankruptcy Court in California don't
specify the claim amount against CEI Roofing.

Lang, Richert & Patch represents Mauldin in CEI's cases, assisted
by Cowles & Thompson as local counsel in Dallas, Texas.

William L. Siegel, Esq., a member at Cowles & Thompson, disclosed
that the Firm will be paid a $2,000 retainer.  Mr. Siegel will be
the attorney principally handling the matter and he bills $325 per
hour.

The Court also allowed Mauldin to pay:

   -- $2,444 postpetition expenses,

   -- any amount up to $3,500 in fees and expenses without
      further order from the Court, and

   -- fees and expenses exceeding $3,500 after a Court order is
      issued.

Founded in 1978 in Dallas, Texas, Cowles & Thompson --
http://www.cowlesthompson.com/-- has grown to more than 60  
lawyers, evolving into a multitude of practice groups that reach
clients across the country.

The Debtor believes that William L. Siegel, Esq., and Cowles &
Thompson is disinterested as that term is defined in Section
101(14) of the U.S. Bankruptcy Code.

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president
and vice president, respectively.  The Company filed for chapter
11 protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No.
05-11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated between $10
million to $50 million in assets and debts.


MCI INC: NY U.S. Attorney Ends Probe on Worldcom Accounting Issues
------------------------------------------------------------------
The U.S. government has agreed not to file charges against MCI,  
Inc., for the $11 billion accounting fraud that led to WorldCom,  
Inc.'s bankruptcy case, Bloomberg News reports.

MCI's cooperation in the investigation of the fraud case and its  
agreement to pay $750 million in restitution to the Securities  
and Exchange Commission prompted the government's decision not to  
prosecute, Christopher Mumma of Bloomberg News states.

"The public interest has been sufficiently vindicated by the  
successful prosecution of the principal individual wrongdoers -  
Bernard Ebbers and Scott Sullivan," David Kelly, the U.S.  
Attorney for the Southern District of New York, said in a  
prepared statement.

Mr. Ebbers, former WorldCom chief executive officer, has been  
sentenced to 25 years in prison.  Mr. Sullivan, former WorldCom  
chief financial officer, was sentenced to 5 years in prison.

                         MCI's Statement

MCI, Inc. (NASDAQ: MCIP) reported an agreement with the office of
the U.S. Attorney for the Southern District of New York under
which the U.S. Attorney has concluded his investigation into past
accounting issues without seeking to prosecute the company.

The following statement can be attributed to Stasia Kelly,  
MCI executive vice president and general counsel:  "The U.S.  
Attorney's decision to conclude this investigation allows us to  
close another chapter in the successful turnaround of our  
company."

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.


MERISTAR HOSPITALITY: Refinances $300 Million CMBS Portfolio Loan
-----------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX) completed the
previously announced refinancing of its 19-property, $300 million
CMBS loan.  The refinancing lowers the company's rate of borrowing
by more than 300 basis points, provides greater flexibility for
property dispositions and substitutions, releases approximately
$45 million of cash currently held in escrow and frees up future
property cash flow for general use.

"This transaction is another important step, which, when combined
with the strength of our properties' performance, will continue
our efforts to provide value to our shareholders by strengthening
our balance sheet and improving our overall credit statistics,"
said Donald D. Olinger, chief financial officer.  "Significantly,
it reduces our expected annualized interest expense by more than
$9 million."

The refinancing included a defeasance of the existing loan and
borrowings under two new facilities, using 18 properties that were
included in the original collateral package.

The new borrowings consist of:

    * a $312 million, 17-property CMBS loan at a rate of LIBOR
      plus 135 basis points, or 309 basis points below the
      effective rate of the original loan; and

      a $15 million term loan covering one property with a
      borrowing rate of LIBOR plus 350 basis points.

The new CMBS facility will have an initial maturity of October 9,
2007 plus three one-year extensions at the company's option.  The
term loan facility will initially mature on April 9, 2006 with an
option to extend the maturity for an additional six months.

Mr. Olinger said that the transaction also provides the company
with significantly greater flexibility and control over the 18
hotels in the loan collateral pool, noting that, "We now have the
flexibility to sell assets included in the collateral group that
do not fit with our long-term strategy, generating proceeds to
further reduce our debt while at the same time reducing our future
capital requirements."

In the third quarter, the company expects to record a $45.9
million loss on early extinguishment of debt related to the
defeasance cost and an $8.7 million charge related to the
termination of the interest rate swap on the original CMBS loan.
In addition, the company also expects to record a non-cash
impairment charge of approximately $36 million related to four
assets in the collateral package that the company expects to sell,
but which could not be sold under the original CMBS structure.
Despite the one-time debt related charges, the company expects the
transaction to be net present value positive.

                     Expands Bank Facility

The CMBS refinancing is one of a number of financial transactions
completed by the company in 2005.  In addition to the CMBS
refinancing, the company expanded its bank facility to $150
million while lowering the borrowing rate on the facility by 100
basis points.  Since the end of the first quarter the company has
bought back more than $37 million of its senior unsecured notes
and redeemed the remaining $32.7 million of 8-3/4% senior
subordinated notes at par on August 15, 2005.  The company also
recently announced its intention to expand its asset disposition
activity for the year in response to strong market conditions for
dispositions and expressed interest.  "Pending the sale of
additional hotels, we plan to call between $175 million and $200
million of our 10.5% senior notes when they become callable on
December 15th of this year, significantly reducing our most costly
piece of debt," Mr. Olinger said.

"We are continuing to see the positive financial results of our
overall corporate strategy.  We expect our weighted average
interest rate to decrease by nearly 70 basis points to 7.8% and
our interest coverage ratio to improve from 1.4 to between 1.7 and
1.8 by year-end 2005.  Our next material maturity is not until
2008.  The performance of our properties combined with our capital
markets activities are strengthening our balance sheet and
improving our overall credit statistics.  Shareholder value has
been increased by all of these achievements."

The new CMBS financing and expanded bank facility were placed
through Lehman Brothers.

Headquartered in Arlington, Virginia, MeriStar Hospitality
Corporation -- http://www.meristar.com/-- owns 71 principally  
upscale, full-service hotels in major markets and resort locations
with 19,889 rooms in 22 states and the District of Columbia.  The
company owns hotels under such internationally known brands as
Hilton, Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and
Radisson.

                    *     *     *

Standard & Poor's Ratings Services rates the Company's 9.50%
Convertible Subordinated Notes due 2010 at CCC.


MIDWESTERN TELECOMMUNICATIONS: Case Summary & 20 Largest Creditors
------------------------------------------------------------------
Debtor: Midwestern Telecommunications, Inc.
        dba MTI
        65 East 16th Street, Suite 300
        Chicago Heights, Illinois 60411

Bankruptcy Case No.: 05-37811

Type of Business: The Debtor is the largest local exchange company
                  in the Midwest and has provided local telephone
                  service for over six years.  The Debtor
                  previously filed for chapter 11 protection on
                  April 15, 2003 (Bankr. N.D. Ill. Case No.
                  03-16626).  See http://www.midwestern.net/

Chapter 11 Petition Date: September 16, 2005

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Robert R. Benjamin. Esq.
                  Benjamin, Bernman & Brom, LLC
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, Illinois 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Total Assets:    $54,730

Total Debts:  $1,368,617

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
IRS                              Balance due under      $397,883
Department of Revenue            2003 Confirmed Plan
230 South Dearborn Stop 5013     B 16626
Chicago, IL 60604

Ameritech Illinois CABS                                 $230,081
P.O. Box 1838
Saginaw, MI 48605-1838

SBC                              Balance due under      $224,572
722 North Broadway, 11th Floor   2003 Confirmed Plan
Milwaukee, WI 53202              B 16626

C & H Holdings                   Two 2005 Loans         $130,000
1526 Otto, Suite 300
Chicago Heights, IL 60411

Ikechuku Chinwah                 2005 loan               $50,000
11800 Shade Cove Court
Orland Park, IL 60467

Jerry Holt                       2005 Loan               $50,000
10645 Valley Court
Orland Park, IL 60462

C & H Holdings II, LLC           Past due rent           $45,406
1526 Otto, Suite 300
Chicago Heights, IL 60411

Ameritech Indiana CABS                                   $36,493
P.O Box 1838
Saginaw, MI 48605-1838

SBC                                                      $30,661
PO Box 1838
Saginaw, MI 48605-1838

Ameritech Michigan CABS                                  $28,354
P.O. Box 1838
Saginaw, MI 48605-1838

TMC Communications               long distance           $25,948
P.O. Box 512670                  services
Los Angeles, CA 90051-0670

Qinteraction                     Outsourcing of          $16,983
c/o John C. Wiiliams & Assoc.    customer services
1612 Northeast Expressway
Atlanta, GA 30329

Ameritech OHIO CABS                                      $15,806
P.O. Box 1838
Saginaw, MI 48605-1838

Ameritech WIS CABS                                        $7,584
P.O. Box 1838
Saginaw, MI 48605-1838

SBC                                                       $5,897
P.O. Box 1838
Saginaw, MI 48605-1838

SBC Payment Center                                        $4,424
Sacramento, CA 95887-0001

SBC Payment Center                                        $3,917
Sacramento, CA 95887-0001

CIT Communications Expanets      Balance due under        $3,033
680 CIT Drive                    2003 Confirmed Plan
Livingston, NJ 07039             B 16626

Clear Channel                    Balance due under          $875
4000 Morgan Street               2003 Confirmed Plan
Chicago, IL 60609                B 16626

Foley & Lardener                 Balance due under          $699
330 North Wabash, Suite 3300     2003 Confirmed Plan
Chicago, IL 60601                B 16626


MITSUBISHI MOTORS: Moody's Reviews Ba2 Rating on 2002-1 Certs.
--------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade seven securities from five auto loan backed
securitizations originated by Mitsubishi Motors Credit of America
(MMCA).  This rating action reflects a strengthening in the credit
profile of the securities, based upon the actual performance of
the transactions and the build up of credit enhancement relative
to expected future losses in the underlying receivables pools.  
The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.

Moody's notes that unlike other auto securitizations, MMCA
transactions include balloon payment loans.  Moody's will take
this risk into account when reviewing these deals.

Complete rating action is as follows:

Review for Possible Upgrade:

   * MMCA Auto Owner Trust 2001-3, Class B, current rating Baa3
   * MMCA Auto Owner Trust 2002-1, Class B, current rating Ba2
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A2
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa3
   * MMCA Auto Owner Trust 2002-4, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-4, Class C, current rating Baa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


MOVIE GALLERY: Likely Low Performance Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Services downgraded the long term debt ratings
of Movie Gallery, Inc., and speculative grade liquidity rating
over concerns that the industry trends demonstrated during the
second quarter as well as the impact of Hurricane Katrina to its
south eastern stores will constrain the company's operating
performance over the next twelve to eighteen months.  The outlook
is negative.

These ratings are downgraded:

   * Corporate Family to B2 from B1;

   * $870 Million of Senior Secured Credit Facilities to B2 from
     B1;

   * $325 Million of Guaranteed Senior Notes to B3 from B2;

   * Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

The B2 rating reflects Moody's expectation that operating
performance will decline versus Moody's original expectations due
to a poor release schedule from the movie studios and poor box
office performance which directly correlates to the home video
industry performance.  In addition, approximately 328 stores or 7%
of the company's stores are located in Mississippi, Alabama, and
Louisiana.  As a direct result of hurricane Katrina, approximately
-- 21 stores were severely damaged.  Numerous stores are expected
to operate under restricted hours of operation for a period of
time potentially placing further downward pressure on the
company's operating performance.  This lower level of operating
performance will likely result in weaker leverage and coverage
metrics as well as lower free cash flow generation.

The rating also reflects the significant amount of uncertainty
around other industry dynamics including the trends of "purchase"
vs. "renting", the impact of video-on-demand, and on-line renting.   
The rating also encompasses the expected strategic fit of
Hollywood Entertainment with Movie Gallery with only 13% crossover
in the current store base as well as the possible execution risks
associated with any large acquisition.  In addition, the rating is
supported by Movie Gallery's number two market share behind
Blockbuster in what remains a highly fragmented market as well as
Movie Gallery's focus on rural and secondary markets which
provides a level of insulation from some of the previously
mentioned competitive and industry threats, as well as the
Hollywood Entertainment's strong real estate locations.  In
addition, the rating encompasses a modest level of synergies from
the elimination of duplicative back office functions as well as
migrating over time the Hollywood Entertainment cost structure
towards Movie Gallery's lower cost operating structure.  The
rating also reflects Moody's expectation that the Movie Gallery
management team will maintain its historically prudent financial
policies.

The negative outlook reflects Moody's expectation that industry
trends could continue to place downward pressure on operating
performance.  Ratings could be downgraded further should the
company's liquidity deteriorate, if the integration and expense
leveraging of Hollywood Entertainment does not proceed to Moody's
expectations, and/or Free Cash Flow/Debt falls below 4%.  The
outlook could stabilize should box office revenues and the home
rental industry show signs of stabilization.  Ratings could move
upward should operating performance improve resulting in Free Cash
Flow/Debt rising above 8% and total coverage increasing to above
1.5x.

The downgrade to an SGL-3 (adequate liquidity) from an SGL-2 (good
liquidity) represents Moody's expectation that free cash flow will
be negatively impacted by the expected weaker operating
performance; however, the company's internally generated cash flow
and cash on hand will be sufficient to fund its working capital,
capital expenditures, dividends, scheduled debt amortizations, and
any excess cash flow sweeps over the next four quarters.  The
company currently has in place a $75 million revolving credit
facility, which at the end of the second quarter had $26.6 million
outstanding.  Moody's had originally anticipated that borrowings
under this revolver would be repaid by fiscal year end but now
anticipates that there is a strong likelihood that an amount will
continue to be drawn, therefore reducing available liquidity.  In
addition, given Moody's expectations that operating performance
will be constrained going forward, it is likely that the expected
cushion under Movie Gallery's financial covenants will be reduced
and thus placing the company at risk for a covenant violation.

The senior secured credit facilities consist of a $75MM 5 year
revolving credit facility due 2010, a $95MM 5 Year Term Loan A due
2010, and a $700MM 6 Year Term Loan B due 2011.  These credit
facilities are secured by all tangible and intangible assets and
guaranteed by all domestic subsidiaries.  The senior secured
credit facilities are rated at the same level as the corporate
family rating due to the lack of tangible asset coverage and their
size and scale relative to the total capital structure.  The
senior unsecured guaranteed notes are notched down by one from the
corporate family rating due to its effective subordination to the
credit facilities in that they are unsecured but still benefit
from upstream subsidiary guarantees.

Movie Gallery, headquartered in Dothan, Alabama is a leading
provider of in-home movie and game entertainment in the United
States.  It operates approximately 4,800 stores in the U.S. and
Canada under the banners of Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ.  Proforma revenues for fiscal
year 2004 were approximately $2,571.8 Million.


NEW WEATHERVANE: Judge Walsh Formally Dismisses Bankruptcy Cases
----------------------------------------------------------------          
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware formally dismissed the chapter 11 cases filed
by New Weathervane Retail Corporation and its debtor-affiliate,
New Weathervane Real Estate Corp., pursuant to Section 1112(b) of
the Bankruptcy Code.  Judge Walsh dismissed the Debtors'
bankruptcy cases on Sept. 2, 2005.

The Debtors and the Official Committee of Unsecured Creditors
filed a joint motion with the Court on Aug. 4, 2005, to dismiss
the Debtors' chapter 11 cases and for authority to distribute
funds to creditors.

Based on the Debtors and the Creditors' Committee's request, Judge
Walsh concluded that:

   1) the Debtors are unable to effectuate a plan of
      reorganization because they have liquidated all of their
      assets, they have completed their GOB sales, all of their
      inventory have been sold and they no longer have any retail
      stores; and

   2) the dismissal of the Debtors' chapter 11 cases is in the
      best interests of the creditors and other parties-in-
      interest and the Debtors and the Creditors Committee have
      met the burden of proof that the Debtors' chapter 11 cases
      should be dismissed pursuant to Section 1112(b) of the
      Bankruptcy Code.

Judge Walsh orders that:

   1) the Debtors and the Committee are authorized to distribute
      the funds remaining in the Debtors' Bank Account to pay
      estimated administrative claims and expenses totaling
      approximately $47,355;

   2) the Committee's counsel, Kronish Lieb Weiner & Hellman LLP
      is authorized to distribute the proceeds of the $675,000
      Carveout Fund to outstanding professionals fees and expenses
      totaling approximately $224,247.69; and

   3) Kronish Lieb is also authorized to distribute the proceeds
      of the Carveout Fund and other funding sources to the
      holders of unsecured claims totaling approximately
      $12,941,442.66, with an approximate distribution amount of
      3.6% per one dollar.  There will be no distribution for
      claims of less than $25.  

A copy of the 13-page list of unsecured creditors and the amount
of their claims is available for free at:

           http://researcharchives.com/t/s?18f
  
Objections to the amount of distributions on the list must be
filed by Sept. 30, 2005, and served on:

         Kronish Lieb Weiner & Hellman LLP
         Attn: Gregory Plotko, Esq.
         1114 Avenue of the Americas
         New York, New York 10036
         Fax: 212-479-6275

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- was a women's specialty    
retailer.  New Weathervane filed for chapter 11 protection on
June 3, 2004 (Bankr. Del. Case No. 04-11649).  William R. Firth,
III, Esq., at Pepper Hamilton LLP, represents the Debtors.  When
the Debtors filed for chapter 11 protection, they listed
$28,710,000 in total assets and $24,576,000 in total debts.  
The Court formally dismissed the Debtors' chapter 11 cases on
Sept. 2, 2005.


NORMAN TIGLEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Norman and Nina J. Tigley
        8318 East 1200th Road
        Martinsville, Illinois 62442

Bankruptcy Case No.: 05-61147

Chapter 11 Petition Date: September 17, 2005

Court: Southern District of Illinois (Effingham)

Debtors' Counsel: Douglas A. Antonik, Esq.
                  P.O Box 594
                  411 Main
                  Mount Vernon, Illinois 62864
                  Tel: (618) 244-5739

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtors' did not file a list of their 20 Largest Unsecured
Creditors.


NORTHWEST AIRLINES: 400 Pilots Stand to Lose Jobs
-------------------------------------------------
The Air Line Pilots Association told its Northwest Airlines
Corp.'s members that about 400 of them will be losing their jobs
in the next eight months as part of the carrier's restructuring
under chapter 11 of the Bankruptcy Code, reports Thom Weidlich at
Bloomberg News.  The first 70 pilots will be idled beginning
November 1.

In a hearing late last week, the Honorable Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York
authorized Northwest to pay its pilots all they were owed before
the bankruptcy filing.  Judge Gropper also allowed the airline to
maintain its 190 bank accounts, its credit card processing and to
pay its vendors and suppliers, Bloomberg reports.

Judge Gropper further allowed Northwest to continue normal
operations until October 6.  The airline is also given a four-
month extension to file its schedules and statements, Bloomberg
News reports.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP,
told Judge Gropper during the hearing that the full payment to its
pilots is important to reduce turnover.  Mr. Zirinsky adds the
Company hopes to reorganize quickly, effectively and efficiently,
Bloomberg reports.

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.


NORTHWEST AIRLINES: Ch. 11 Filing Cues S&P to Put Default Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC-' corporate
credit ratings on Northwest Airlines Corp. and its Northwest
Airlines Inc. subsidiary to 'D', and removed the ratings from
CreditWatch.  Also lowered to 'D' and removed from CreditWatch
were ratings on unsecured debt, bank debt, and airport revenue
bonds of Northwest Airlines Inc. Ratings on enhanced equipment
trust certificates were not lowered, and remain on CreditWatch
with negative implications.  Ratings on 'AAA' rated insured bonds,
which were not on CreditWatch, were likewise unaffected.  The '1'
recovery rating on Northwest's bank credit facility was not
changed.

"Northwest's hopes of negotiating concessionary labor contracts
with its unions were overtaken by the surge in fuel prices, which
deepened the airline's losses and cash outflow," said Standard &
Poor's credit analyst Philip Baggaley.  "The airline's
unrestricted cash, $2.14 billion at June 30, had fallen to
$1.5 billion by the time it filed for bankruptcy," the credit
analyst continued. Northwest did not arrange debtor-in-possession
financing, though it may seek to do that later while in Chapter
11. Such a facility would presumably refinance the existing
$975 million bank credit facility, which is secured mostly by
Northwest's valuable Pacific route rights. During the first
60 days of the Chapter 11 proceedings, Northwest will not need to
make payments on its aircraft-backed obligations, but thereafter
must cure past due amounts and agree to perform going forward, or
risk having the planes repossessed by creditors.

Northwest should be able to reorganize successfully, though it
will likely shrink its fleet and its domestic operations, as
bankrupt United Air Lines Inc. has done.  The company would also
be expected to negotiate or, if necessary, ask the bankruptcy
court to impose, concessionary labor contracts, and to eventually
seek to terminate its defined benefit pension plans.

Northwest's revenue generation and its management of costs under
its control (those other than labor and fuel) have been fairly
good, so it has fewer problems to fix than does Delta Air Lines
Inc., which likewise filed for bankruptcy Sept. 14, 2005.


NORTHWEST AIRLINES: Fitch Downgrades Issuer Default Rating to D
---------------------------------------------------------------
Fitch Ratings has downgraded the issuer default rating of
Northwest Airlines to 'D' from 'CCC' following the company's
announcement on Wednesday that it has filed for Chapter 11
bankruptcy court protection.

Fitch has also downgraded the issue rating on Northwest's senior
unsecured debt to 'C' from 'CC'.  The recovery rating on the
senior unsecured debt is 'R6', reflecting the very weak recovery
prospects for unsecured creditors in a bankruptcy reorganization.
The senior unsecured rating applies to approximately $1.5 billion
in debt obligations.

Northwest's Chapter 11 filing follows the carrier's lack of
success in obtaining comprehensive labor cost concessions from its
work force.  As all other legacy carriers have made significant
progress in reducing their labor costs, either in or out of court-
supervised restructurings, Northwest has been saddled with the
highest labor costs in the U.S. airline industry.

In late 2004, the company's pilots agreed to $265 million in
annual wage and benefit reductions, which, combined with non-union
wage and benefit reductions of $35 million, amounted to $300
million in annual labor cost savings.  However, Northwest has made
little progress in achieving cost cuts from its unionized flight
attendants and ground employees.  On Aug. 20, the mechanics,
represented by the Aircraft Mechanics Fraternal Association, went
on strike, rather than agree to concessions.  Subsequent
discussions with AMFA have not resulted in a new contract.

As market conditions have continued to deteriorate, Northwest has
raised its targeted level of labor costs savings twice, from $950
million to $1.1 billion, then most recently to $1.4 billion.  
Although the carrier will achieve some additional cost savings as
it begins to replace some of the striking AMFA workers with
permanent employees, the company is still far from its labor cost
savings goal.  The section 1113 provisions of the bankruptcy code
will potentially give Northwest a powerful tool to meet its labor
cost reduction targets.

In addition to its high labor costs, the weak revenue environment
and high fuel costs plaguing the entire airline industry have
increased pressure on Northwest's liquidity.  In the first half of
2005, the airline's unrestricted cash balance fell from $2.5
billion to $2.1 billion.  With heavy debt, pension, and lease
obligations looming on the near-term horizon, Northwest's
liquidity position would have deteriorated rapidly over the next
several months.  By entering Chapter 11 protection at this time,
Northwest has avoided several near-term cash obligations,
including a $65 million pension contribution, which would have
further eroded its unrestricted cash position.

Northwest enters Chapter 11 protection without a debtor-in-
possession loan, although one could potentially be arranged later
during the bankruptcy process.  Based on the high percentage of
secured debt in Northwest's capital structure, which will receive
priority in the settlement of claims, Fitch estimates that
recoveries to holders of the airline's unsecured debt obligations
will be in the single-digit percentage range.  This would be
consistent with unsecured debt recoveries in other recent airline
bankruptcies (e.g. US Airways' first bankruptcy and United
Airlines' plan of reorganization filed with the court this month).
This low level of recovery equates to a recovery rating of 'R6'
and an issue rating of 'C'.

Northwest's in-court restructuring efforts will likely focus on
wage and work rule concessions, a potential termination of
existing defined benefit pension plans, and a rationalization of
its domestic route network to maximize unit revenue in the face of
significant low-cost carrier competition.  Northwest will likely
seek other opportunities to renegotiate aircraft-backed debt and
lease obligations to reduce secured claims in a post-Chapter 11
scenario.

The 'C' rating on Northwest's defaulted unsecured debt obligations
follows from Fitch's revised recovery rating methodology
guidelines.  The 'C' rating represents the lowest possible issue
rating for a defaulted security with below-average or poor
recovery prospects.  For more information on Fitch's airline
recovery ratings methodology, see the 'Airline Industry Recovery
Ratings Guidelines,' available on the Fitch web site at
http://www.fitchratings.com/in the 'Recovery Ratings' section.


OFFICE PORTFOLIO: Fitch Affirms BB+ Rating on $17.1MM Certificates
------------------------------------------------------------------
Fitch Ratings affirms Office Portfolio Trust commercial mortgage
pass-through certificates, series 2001-HRPT:

     --$23.2 million class A-1 at 'AAA';
     --$28.0 million class A-2 at 'AAA';
     --$91.0 million class A-2FL at 'AAA';
     --Interest only class IO at 'AAA';
     --$11.6 million class B-FL at 'AA+';
     --$15.6 million class C-FL at 'AA';
     --$11.0 million class D at 'A+';
     --$10.0 million class E at 'A';
     --$11.1 million class E-FL at 'A';
     --$17.7 million class F at 'BBB';
     --$10.8 million class G at 'BBB-';
     --$17.1 million class H at 'BB+'.

Although Fitch remains concerned with the two Austin, TX
properties, affirmations are warranted due to the improved overall
occupancy of the portfolio.

The portfolio's adjusted net cash flow based on the servicer-
provided year-end 2004 financials has declined 13.9% since
issuance, but is essentially flat since YE 2003.  Overall
portfolio occupancy as of August 2005 has improved to 90.2%
compared to 82.1% as of June 2004, but is lower than the occupancy
of 97.4% at issuance.  The Fitch stressed debt service coverage
ratio as of YE 2004 was 1.24 times (x) which is flat compared to
YE 2003, but lower than the 1.41x at issuance.  The Fitch DSCR is
based on a stress constant of 9.66% and the current balance of the
loan with credit give for future amortization.

The certificates are secured by six cross-collateralized and
cross-defaulted mortgage loans on six office properties containing
approximately 2.2 million square feet and located in four
metropolitan markets.  The loans amortize on a 30-year
amortization schedule with a maturity date in January 2011.  As of
August 2005, the unpaid principal balance has amortized 4.9%.

While occupancy levels at the two Austin, TX properties (26.4%)
have improved since Fitch's last review, average occupancy for
these two properties remains only 71.7% as of August 2005 with
rental rates on newly signed leases that are lower than that at
issuance.  Fitch adjusted net cash flow at the other four
properties in the portfolio, however, has improved since issuance,
increasing 11.4% as of YE 2004 over issuance.  The average
occupancy for the four properties is 98.2%.  The four properties
are located in strong sub-markets within major metropolitan areas.  
The properties are located in the East End submarket of
Washington, DC (two properties, 21.3% allocated loan balance),
Market Street West submarket of Philadelphia (one property,
24.3%), and West Los Angeles of Los Angeles (one property, 28.0%).

The portfolio benefits from the experienced sponsorship and
management through HRPT Properties, rated 'BBB' by Fitch, and REIT
Management and Research, Inc., a wholly owned subsidiary of HRPT
Properties.


ONESOURCE TECHNOLOGIES: Receives Notice of Default from Comerica
----------------------------------------------------------------
One Source Technologies Inc. reported that on Sept. 12, 2005, it
received notice from Comerica Bank that certain events of default
had occurred and continue to exist under the credit agreement,
dated Nov. 9, 2004, between the company and the bank, which
established a revolving line of credit in the amount of $1,500,000
and a term loan in the amount of $1,750,000.  The company
currently has $1,300,000 outstanding under the revolving line of
credit and $1,402,920 outstanding under the term loan.

The bank stated that, effective Sept. 12, 2005, and until such
time as the company's noncompliance with the specified covenants
is cured, it would charge the company the default interest rate
pursuant to the agreement at the increased rate of 5% per year in
excess of the agreed upon interest rate under the agreement, and
that it has reserved all of its rights and remedies under the
agreement.  The company is currently working with the bank to
restructure the loan.

The current financial status of the company, after fully
reflecting the adjustments discussed above has created the default
condition with respect to the company's borrowings under the
agreement.  The bank, at its discretion, may demand immediate
repayment of a portion or all of its outstanding loans until this
default condition is cured.  The company is currently in active
negotiation with third parties.  The transactions that are being
discussed would, if consummated, include a potentially significant
equity investment in OneSource Technologies Inc. and a potential
change in control.  No assurances can be given that we and the
third parties with whom we are negotiating will successfully
conclude any transaction nor that the company can arrange any
additional or alternative financing to satisfy its current or
longer-term operating requirements.  Without access to additional
funding, in the short term, the ability of the company to continue
operations is severely impaired.

OneSource Technologies, Inc. serves as a technology infrastructure
maintenance and supplies distribution company.  It offers related
and complementary lines of technology industry services and
products.  The company provides equipment sales, integration, and
maintenance services; and value added equipment supply sales.  Its
products include ribbons, toner, and original equipment
manufactured and remanufactured toner cartridges for copiers,
faxes, and laser printers.  OneSource develops Flat-Rate Blanket
Maintenance System, which provides customers with a single source
for all general office, computer and peripheral, and industry-
specific equipment technology maintenance, installation, and
supply products.  The company's customers include large regional
enterprises and divisions of national companies in the banking and
retail industries.  OneSource Technologies is headquartered in
Scottsdale, Arizona.


ONESOURCE TECHNOLOGIES: To Restate First Quarter 2005 Financials
----------------------------------------------------------------
OneSource Technologies Inc. (OTCBB: OSRC) intends to restate its
financial statements as of March 31, 2005, and for the three
months then ended, to correct processing and recording errors
related to sales contract billings and sales tax accruals.  The
result of that correction is to reduce the revenue recorded for
the three months ended March 31, 2005, by $90,493.  The restated
Form 10-QSB for the quarter ended March 31, 2005, will also
reflect an increase in other expenses of $62,500.  These two
adjustments result in a reduction of previously reported net
income for the first quarter by $152,993.  The resulting adjusted
net loss for the period will be restated as $91,702.

In addition, it has been determined that in the March 31, 2005
Form 10-QSB, as filed, inventory and deferred revenue accounts
were erroneously understated equally by approximately $682,500.
This misstatement, by itself, had no effect on the amount
previously reported as net income for the quarter, since the cost
of goods sold is calculated independently from the inventory and
deferred revenue account balances.

As a result of these corrections the Form 10-QSB for the period
ended March 31, 2005, will be amended and filed as soon as
possible.

                 Second Quarter Financials Update

The company also intends to take certain charges in the three-
month period ended June 30, 2005, to reflect adjustments to the
carrying value of inventory and goodwill associated with its 2004
acquisition of First Financial Computer Services Inc.  These asset
value adjustments will include a write-down of inventory book
value by $3 million, and a write-off of goodwill balances of
$1,521,828.  During the quarter ended June 30, 2005, the company
conducted an analysis of inventory acquired in the FFCS
acquisition.  That analysis included consideration of existing and
probable customer contracts and the projected utilization of
inventory to service this customer base.

As a result, the company determined that the carrying value of the
FFCS inventory was impaired and a write-down to the estimated
realizable value was appropriate.  Additionally, the company
conducted an analysis of the goodwill arising in the FFCS
acquisition.  Due to lower than anticipated cash flows from the
FFCS business, the company has determined that the carrying value
of the goodwill is impaired at June 30, 2005.

Additionally, in the quarter ended June 30, 2005, the company
anticipates recording charges of approximately $1.1 million in
order to increase inventory and accounts receivable reserves to
levels judged to be required at that date.

Management is completing a rigorous examination of the carrying
value of all material account balances and is also analyzing its
accounting processes.  It is expected that this examination will
be completed by Sept. 30, 2005.

The cumulative impact of these various adjustments will result in
a shareholder deficit of more than $5 million as of June 30, 2005.

OneSource Technologies, Inc. serves as a technology infrastructure
maintenance and supplies distribution company.  It offers related
and complementary lines of technology industry services and
products.  The company provides equipment sales, integration, and
maintenance services; and value added equipment supply sales.  Its
products include ribbons, toner, and original equipment
manufactured and remanufactured toner cartridges for copiers,
faxes, and laser printers.  OneSource develops Flat-Rate Blanket
Maintenance System, which provides customers with a single source
for all general office, computer and peripheral, and industry-
specific equipment technology maintenance, installation, and
supply products.  The company's customers include large regional
enterprises and divisions of national companies in the banking and
retail industries.  OneSource Technologies is headquartered in
Scottsdale, Arizona.


OPTINREALBIG.COM: Court Extends Exclusive Periods Until October 21
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved
OptinRealBig.com, LLC, and its owner, Scott Allen Richter's
request for more time to file a chapter 11 plan and solicit
acceptances of that plan.  The Court gave the Debtors until
Oct. 21, 2005, to file a plan, and until Dec. 20, 2005, to solicit
acceptances of that plan.

The Debtors will use the extension period to conclude proceedings
with respect to their motion to dismiss their chapter 11 case as
previously reported in the Troubled company Reporter on August 18,
2005.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is  
an e-mail marketing company.  The Company filed for chapter 11  
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
John C. Smiley, Esq., at Lindquist & Vennum P., LLP, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debts of $50 million to $100 million.


P R HOSPITALITY: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: P R Hospitality Group, LLC
        dba Kingsport Inn
        700 Lynn Garden Drive
        Kingsport, Tennessee 37660

Bankruptcy Case No.: 05-53477

Type of Business: The Debtor operates an inn.

Chapter 11 Petition Date: September 14, 2005

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Fred M. Leonard, Esq.
                  27 Sixth Street
                  Bristol, Tennessee 37620
                  Tel: (423) 968-3151

Total Assets: $1,552,700

Total Debts:  $1,898,089

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Jayant Mehta                                            $150,000
2367 Middlefield Avenue
Freemont, CA 94539

Howard Johnson                   Value of Security:     $135,000
International, Inc.              $1,300,000
c/o Christopher Nanos
Pitney, Hardin, Kipp & Szuch LLP
200 Campus Drive
Florham Park, NJ 07960-1945

Nayant Savani                                           $163,656
Broadway Center 2nd Floor
Dr. Ambedkar Road
Dadar (E)
Mumbai 400 014

Dr. Ashok Mehta                                          $50,000
1903 Roundtree Drive
Johnson City, TN 37604

Appalachian Power                                         $5,227

City of Kingsport (Water)                                 $4,761

Telcove                                                   $4,168

Impex International                                       $3,924

Tri-City Radiology                                        $2,474

Heritage Insurance Group                                  $1,648

Kelson                                                    $1,281

Atmos Energy                                              $1,114

Receivable Management Service                             $1,035

Charter Communication                                       $283

Allied Waste Service                                        $187

Burns Systems Inc.                                           $52

Service Plus Termite &                                       $45
Pest Control

East TN Nextwork                                             $21


PACIFIC ENERGY: Moody's Puts Ba2 Rating on $150MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating for Pacific Energy
Partners, L.P.'s (PPX) pending $150 million senior unsecured notes
offering, affirmed its existing Ba2 senior unsecured note ratings,
affirmed privately-held LB Pacific, LP's (LBP) B1 senior secured
bank ratings, and affirmed the LBP/PPX consolidated credit group's
Ba2 Corporate Family Rating, assigned at the LBP level.  Moody's
also withdrew its Ba1 rating on subsidiary Pacific Energy Group's
former $200 million bank revolver which will be replaced by an
unrated $700 million bank facility in connection with PPX's
pending closing of terminal and pipeline acquisition.  The rating
outlook is stable.

Today's actions conform to rating actions set forth in our August
5, 2006 press release associated with PPX's pending acquisition
and related funding.  Moody's rating affirmations then were
contingent on at least 60% common equity funding for that
acquisition, a condition that has been met.  PPX is a public
master limited partnership (MLP).  LBP owns Pacific Energy GP, LLC
(PEGP), which owns PPX's 2% managing general partner interest,
providing LBP with effective strategic and operating control over
PPX. LBP also owns a 29.9% limited partner interest in PPX, down
from 34.6% after PPX's equity offering last week, in the form of
subordinated (22.4%) and common units (7.5%).

Together with at least $274 million of new private and public
equity, up to another $21 million of equity under the
underwriters' over-allotment option if exercised or bank debt if
that option is not exercised, the new note proceeds will fund
PPX's $455 million acquisition of three regional business units
(midstream refined product terminals, storage, and pipeline
assets, plus crude oil storage assets) from Valero, L.P.

The acquisition would add two major refining regions to PPX's
service area, doubling its number of refining centers served and
providing important diversification of regional and specific
refinery risk.  It would also diversify PPX into the refined
product midstream business, with two of the three asset packages
located in distinctly growing markets, and, for the first time,
place PPX in the East Coast market for domestic refined products
and greater Atlantic Basin market for imported refined product and
imported crude oil.  In contrast to declining U.S. crude oil
production, refined product volume grows with North American
economic and demographic growth, in turn driving rising imported
crude oil volumes.  The acquisition adds 9.1 million barrels of
storage capacity to PPX's system.

Through adequately equity-funded acquisitions, PPX now operates at
increasingly greater scale and diversification, particularly
reducing the proportional impact of secular decline in California
oil production and California pipeline throughput.

PPX's ratings are supported by:

   (1) regionally diversified operations; strategic exposure to
       secularly rising imported crude oil volumes at Pacific
       Terminals, the Canadian and Rocky Mountain pipelines, and
       the East Coast;

   (2) crude oil pipelines in California strategic to central and
       offshore California crude oil producers and feeding crude
       oil to Los Angeles refiners.

Moody's expects rising imported crude oil throughput for Pacific
Terminals and PPX's cluster of Rocky Mountain and Canadian
pipeline interests. PPX to date has been able to mitigate the cash
flow impact of falling California pipeline volume with increased
pipeline tariffs.  PPX's regional diversification also mitigates
its exposure to the risk of reduced pipeline volumes due to
individual refinery downtimes.  The company has thus far used
adequate equity funding, consequently restraining the amount of
senior secured debt to levels not warranting a notching of the
senior unsecured notes for effective subordination.

PPX's ratings are restrained by:

   (1) a still modest though growing business scale;

   (2) constant distributions of free cash flow to MLP unit
       holders, after interest expense and maintenance capital
       spending;

   (3) resulting reduced internal cash flow reinvestment to fuel
       organic credit accretion and reliance on new units
       offerings and debt funding for most of PPX's growth effort;

   (4) ongoing acquisition risk, in an extremely competitive
       expensive midstream market, to achieve growth expectations;

   (5) intense competition for Canadian, U.S., and waterborne
       imported crude oil throughput volumes;

   (6) declining California crude oil throughput;

   (7) full PPX leverage relative to its ratings and scale and
       full combined PPX and LBP leverage; and

   (8) a remaining degree uncertainty of the impact on PPX's
       strategy due to the change in PEGP ownership from Anschutz
       Corporation to Lehman Brothers Merchant Banking and First
       Reserve.

PPX's trailing 12 month EBITDA for June 2005 was about
$92 million.  Pro-forma for the Valero acquisitions, Moody's
expects pro-forma 2005 EBITDA to be in the $115 to $125 million
range.  Pro-forma 2005 EBITDA/Interest and EBIT/Interest coverage
appears to be in the range of 4.0x to 4.5x and 3.0x to 3.2x,
respectively.  Pro-forma June 30, 2005 Debt/Capital is in the
range of 45%, pro-forma Debt/Pro-forma EBITDA is in the range of
3.5x to 4.25x, and Debt/Pro-forma Gross Cash flow is in the 4.5x
to 5.0x range.

The ratings are also supported by:

   (1) the fact that PPX has only a small exposure to crude oil
       gathering, marketing, and trading;

   (2) the durable demand for PPS's California pipeline
       throughput;

   (3) the relatively predictable rate of California throughput
       decline and PPS's ability to partially offset the cash flow
       impact of that decline by raising tariffs; the strong
       credit ratings of its shippers; and

   (4) the relatively durable (though regionally far more
       competitive) throughput of PPX's Rocky Mountain and
       Canadian systems.

Offshore California oil production declines 7% to 8% per year
while onshore San Joaquin Valley production declines roughly 3%
per year, restraining cash flow.  However, three partial mitigants
that impact include:

   (1) pricing power to raise tariffs on remaining California
       throughput;

   (2) added diversification from the Valero assets;

   (3) rising import throughput and utilization of the Pacific
       Terminal segment; and

   (4) PPX's rising Rocky Mountain system throughput.

PPX faces highly competitive conditions in pursuing declining
Rocky Mountain conventional crude oil production volumes and
rising Canadian synthetic crude oil production.  While Moody's
anticipates progressively rising southbound Canadian synthetic
crude oil throughput over the intermediate term, the eventual size
of that market will evolve from a number of forces beyond PPX's
control.  Ultimate growth in that volume will evolve from the
interplay between:

   (1) the pace of oil sands development;

   (2) producer efforts to create more widely attractive varieties
       of synthetic crude oil blends;

   (3) the degree of investment by Rocky Mountain refineries to
       run higher proportions of synthetic crude oil;

   (4) similarly, growth in Midwest refiners' demand for synthetic
       crude oil, taking volumes down competing pipelines; and

   (5) the degree to which up to three new potential Canadian
       pipelines create substantial markets on the U.S. West and
       Gulf Coasts for syncrude, increasing the competition for
       Canadian syncrude.

Moody's notes PPX's inability (prior to its late 2005 completion
of a key pumping station) to materially grow its volumes of
imported Canadian syncrude; still modest size relative to the
scale of potential acquisitions; and expected large funding needs
beginning in the 2006 time frame if PPX proceeds with its
potentially important Port of Los Angeles Pier 400 deepwater port
terminal project.

LBP is 70% owned by private equity funds managed by Lehman
Brothers Merchant Banking Fund and 30% by First Reserve, a private
equity fund focused on energy sector investing.  PPX's key
subsidiaries are Pacific Energy Group (PEG), Pacific Pipeline
Systems (PPS) and Pacific Terminals (PT) which own and operate
crude oil pipelines and storage terminals in the California, Rocky
Mountain Pipeline System which owns and operates crude oil
pipelines in the Rocky Mountains, and smaller PEG Canada, L.P.
(PEGC), operating in western Canada.

While the PPX notes are guaranteed on a senior unsecured basis by
PPX's direct domestic subsidiaries holding the equity of indirect
operating subsidiaries, they are not guaranteed by the indirect
Canadian subsidiaries.  Furthermore, regulatory restrictions limit
the ability of certain of PPX's indirect domestic subsidiaries,
which hold its key West Coast regulated pipeline and storage
assets, to guarantee the parent notes.

On August 5, 2005, Moody's recalibrated PPX's Corporate Family
Rating (formerly named the Senior Implied Rating) by expanding
PPX's consolidated corporate credit to include its controlling
general partner, LBP.  LBP holds $175 million of senior secured
bank debt, rated B1.  As such, Moody's expects combined LBP/PPX
debt leverage on PPX's EBITDA to start at roughly 5.8x, or 8.2x
after deducting PPX's maintenance capital spending and interest
from EBITDA, and in the range of 10x after further deducting LBP's
from the PPX EBITDA stream.

With a stable outlook, Moody's took these actions today:

   * Assigned a Ba2 rating to PPX's pending $150 million senior
     unsecured note offering.

   * Affirmed the LBP/PPX group's Ba2 Corporate Family Rating,
     assigned at the LBP level.

   * Affirmed PPX's existing Ba2 senior unsecured note ratings.

   * Affirmed LBP's B1 senior secured Term Loan B rating.

   * Withdrew Pacific Energy Group's Ba1 bank debt rating.

Pacific Energy Partners, L.P. and Pacific Energy Group LLC are
headquartered in Long Beach, California.  LB Pacific is
headquartered in New York, New York.


PROMETRIX CORPORATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Prometrix Corporation
        1085 Telegraph Street
        Reno, Nevada 89502

Bankruptcy Case No.: 05-53017

Type of Business: The Debtor fabricates precision sheet metal and
                  system assembly and offers supplier-managed
                  inventory, turnkey assembly, custom engineering,
                  a complete stamping, liquid painting and powder
                  coating facilities.
                  See http://www.prometrixcorp.com/

Chapter 11 Petition Date: September 16, 2005

Court: District of Nevada (Reno)

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Data Display Systems     Goods/Services         $289,657
14001 Townsend Road
Philadelphia, PA 19154

Camp Chef                        Goods/Services         $282,924
675 North 600 West
P.O. Box 4057
Logan, UT 84321

Home Depot                       Goods/Services         $115,389
P.O. Box 6031
The Lakes, NV 88901-6031

Sun Automation Inc.              Goods/Services          $97,485
3135 N. Delaware Street, Suite 3
Chandler, AZ 85225

Agile Software Corporation       Goods/Services          $90,000
13425 Collections Center Drive
Chicago, IL 60693

Conway Western Express           Goods/Services          $70,000

Sierra Pacific                   Goods/Services          $50,824
Engineering & Products

Bar Code Supply Co., Inc.        Goods/Services          $41,538

Emka, Inc.                       Goods/Services          $30,000

LaSalle Bristol                  Goods/Services          $29,613

Valley Industrial Supply         Goods/Services          $26,681

LG Electronics USA, Inc.         Goods/Services          $24,750

The Cable Connection, Inc.       Goods/Services          $22,038

Xantrex Technology, Inc.         Goods/Services          $20,549

Amerasia Enterprises, Inc.       Goods/Services          $20,000
dba Megabrite

Polymer Plastics                 Goods/Services          $17,385

National Manufacturing Sales     Goods/Services          $17,326
Company

GO Engineer, Inc.                Goods/Services          $17,200

Faultless Caster                 Goods/Services          $16,802

Zodi Outback Gear                Goods/Services          $15,632


RITE AID: Amends Senior Secured Facility to $1.75 Billion
---------------------------------------------------------
Rite Aid Corporation (NYSE, PSE:RAD) reached agreement with its
lead banks, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., to amend its existing senior secured credit
facility totaling $1.4 billion by increasing the total facility to
$1.75 billion.

The $1.75 billion senior secured revolving credit facility, priced
initially at LIBOR plus 150 basis points, will replace an existing
$950 million revolving credit facility, currently priced at LIBOR
plus 175 basis points, and an existing $450 million senior secured
term loan, priced at LIBOR plus 175 basis points.  The amendment
will also reduce the commitment fee from 37.5 basis points to 25
basis points.  A portion of the amended revolver will be used to
pay off the existing $450 million term loan at closing and to pay
related fees and expenses.

The amended revolving credit facility is expected to mature in
September 2010 compared to the current credit facility which
matures in September 2009.

The closing of the amendment is subject to successful syndication
and satisfaction of customary closing conditions, including
documentation.  The company expects to complete the amendment no
later than early October.  If the amendment closes as planned, the
company said it expects to save approximately $1.6 million in
interest expense annually.

"Although we have no intention of significantly increasing debt, a
larger revolver-only facility gives us more flexibility to execute
our business plan and lowers interest expense," said Mary Sammons,
Rite Aid president and CEO.

Based on current trends and taking into consideration expected
insurance reimbursement for losses and damages resulting from
Hurricane Katrina, Rite Aid confirmed its fiscal 2006 guidance for
sales, net income, adjusted EBITDA and capital expenditures and
lowered its guidance for earnings per share, due to the premium
paid to redeem the company's Series F preferred stock on August
23, 2005.

The company said it expects sales to be between $17.1 billion and
$17.4 billion, with same store sales improving 0.5% to 2.0% over
fiscal 2005.  Net income for fiscal 2006 is expected to be between
$31 million and $62 million.  Adjusted EBITDA is expected to be
between $675 million and $725 million.  Capital expenditures are
expected to be between $350 million and $400 million.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of $16.8 billion and approximately
3,350 stores in 28 states and the District of Columbia.

                       *     *     *

As reported in the Troubled Company Reporter on Sept 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.  

While liquidity over the next twelve months is adequate, revision
of the outlook to negative on Rite Aid's long-term debt ratings
reflects Moody's concern that operating results have stabilized at
a level insufficient to fully fund fixed charges such as debt
service, cash preferred stock dividends, and capital investment,
as well as the company's weak operating performance relative to
higher rated peers.

This rating is lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Ratings affirmed are:

   -- $860 million 2nd-lien senior secured notes (comprised of 3
      separate issues) at B2;

   -- $1.28 billion of senior notes (comprised of 8 separate
      issues) at Caa1;

   -- $250 million of 4.75% convertible notes (2006) at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


RURAL/METRO: Equity Deficit Narrows to $111 Million at June 30
--------------------------------------------------------------
Rural/Metro Corporation (Nasdaq/SC: RURL), reported preliminary,
unaudited financial results for its fourth quarter and fiscal year
ended June 30, 2005.

The company has issued preliminary financial results as it
completes its evaluation of internal control over financial
reporting pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, and expects to file its Form 10-K and final results with the
Securities and Exchange Commission on September 28, 2005.  The
company expects final results will be consistent with this
disclosed preliminary, unaudited results.

For the fourth quarter ended June 30, 2005, net revenue increased
10.1% to $137.4 million, compared to $124.8 million in the fourth
quarter of the prior year.  For the fiscal year ended June 30,
2005, net revenue increased 7.6% to $531.1 million, compared to
$493.8 million for fiscal 2004.  Revenue growth for the quarter
and fiscal year primarily reflects a growing demand for medical
transportation and subscription fire protection services, as well
as increasing rates in both the medical transportation and fire
protection businesses.

Fourth quarter net income for 2005 was $73.4 million or $2.95 per
diluted share (including $71.5 million or $2.87 per diluted share
relating to the deferred tax adjustment described below) compared
to net income of $1.3 million, or $0.06 per diluted share in the
prior year fourth quarter.  For the fiscal year ended June 30,
2005, the company reported net income of $77.9 million or $3.23
per diluted share (including $71.5 million or $2.96 per diluted
share relating to the deferred tax adjustment) compared to net
income of $6.2 million, or $0.28 per diluted share, in fiscal
2004.  Fourth quarter and full year net income for 2005 includes a
$71.5 million deferred income tax benefit resulting from the
reversal of valuation allowances associated with the company's
deferred tax assets, primarily those relating to the company's net
operating loss carryfowards, as realization of such benefit is
currently considered likely.  In addition to the deferred tax
adjustment, fiscal year 2005 net income includes an $8.2 million
loss on early debt extinguishment reported in the third quarter of
2005.

Jack Brucker, President and Chief Executive Officer, said, "Our
continued strong financial performance reflects the targeted
growth we have generated during the year to meet the steadily
increasing demand for our services combined with operating
improvements and cost-management initiatives that we have
achieved.

Mr. Brucker continued, "We remain focused on continued market
growth through the addition of select, new 911 contracts and
the retention of contracts in locations where we have a
well-established and growing operational base; advancing the
technologies to ensure high-quality, reliable services and to
protect the safety of our work force.  Additionally, we continue
to implement programs to enhance cash-flow performance, which is a
foundation of our deleveraging strategy."

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides    
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

As of June 30, 2005, Rural/Metro's equity deficit narrowed to
$111,165,000 from a $192,226,000 deficit at June 30, 2004.


RUSSELL-STANLEY: Wants to Assign Leases to RSH Acquisition      
----------------------------------------------------------
Russell-Stanley Holdings, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District to Delaware to approve
their assumption and assignment of certain executory contracts and
unexpired leases in connection with the proposed sale of
substantially all of their assets to RSH Acquisition Corp.

German industrial packaging group Mauser-Werke GmbH & Co. KG and
private equity firm One Equity Partners LLC formed RSH Acquisition
in order to acquire the Debtors' business in a $96.4 million cash
deal.

As reported in the Troubled Company Reporter, the Debtors filed a
pre-packaged chapter 11 petition as a condition to the Mauser-
Werke sale.  The Debtors say operational concerns did not trigger
their bankruptcy filing and maintains that their underlying
business is sound.

The Debtors' counsel, David R. Hurt, Esq., at Skadden, Arps,
Slate, Meagher, & Flom LLP, tells the Bankruptcy Court that these
contracts are integral to the Debtors' business and, as such, must
be assigned to RSH Acquisition.

Pursuant to the terms of the asset sale, the Debtors agree to make
all payments necessary to cure defaults under the assumed
contracts.  The Debtors propose that any objection to the cure
amounts set in the assumption schedule shall not constitute an
objection to the assumption and assignment of the related contract
or lease.  

To efficiently resolve objections, the Debtors ask the Bankruptcy
Court for authority to negotiate and settle cure amount objections
without further orders from the Bankruptcy Court.  If a consensual
resolution of the cure amount objections cannot be reached, the
Debtors propose to:

    a) pay in full the undisputed portion of the cure amount; and

    b) segregate the disputed portion of the cure amount pending
       the resolution of the objection by the Bankruptcy Court or
       a mutual agreement between the Debtors and the objecting
       party.

The Hon. Mary F. Walrath will convene a hearing at 10:30 a.m. on
Sept. 23, 2005 to review any objections to the proposed assumption
and assignment of the contracts and leases.

A list of the unexpired contracts and lease is available for free
at http://bankrupt.com/misc/RussellStanley_Contracts.pdf

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North    
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 24, 2005, the Debtors estimated total assets of $293,388,432
and total debts of $669,100,295.


S-TRAN HOLDINGS: Removal Period Stretched to November 9
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
S-Tran Holdings, Inc., and its debtor-affiliates period within
which they can remove civil actions through and including
November 9, 2005.

As previously reported, the Debtors have devoted substantial
amounts of time completing the shutdown of their operations,
selling their assets, conducting the auction pursuant to the sale
order, preparing and filing their schedules and statements and
other bankruptcy matters.

The Debtors believe that the extension of the removal period
will afford them the opportunity necessary to make fully
informed decisions concerning the removal of each action and
will assure that they do not forfeit valuable rights under
28 U.S.C. Sec. 1452.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


S-TRAN HOLDINGS: Wants to Sell Remaining Assets in Mississippi
--------------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
sell their remaining personal property to the highest bidder at
the Tunica, Mississippi auction, by private sale or other public
auction.

On June 9, 2005, the Bankruptcy Court entered the Sale Order for
the Debtors' assets.  On May 5, 2005, the Debtors shut down their
freight delivery business operations.  However, the Debtors still
have approximately 7 tractors, 90 trailers and other motor vehicle
equipment remaining.  Because of the shut down, the Debtors tell
the Bankruptcy Court that the remaining property is of no value to
them except to the extent the assets can be liquidated, and
converted to cash for distribution to creditors.  

The Debtor adds that the parties asserting lien claims against the
properties will consent to the proposed sale free and clear of all
liens, provided they will be paid on their valid lien claims in
full, or can be required to accept a money satisfaction of such
interest.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SANDY BAY: Case Summary & 29 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Sandy Bay LLC
             45 Marion Street
             Brookline, Massachusetts 02446

Bankruptcy Case No.: 05-18628

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Needham Street Properties LLC              05-18629
      Marion Properties Group LLC                05-18630  
      Chateau Estates Limited Partnership        05-18631
      Jamar Anthony LLC                          05-46520

Chapter 11 Petition Date: September 18, 2005

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtors' Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, Massachusetts 02185-0973
                  Tel: (781) 849-1136

                       Estimated Assets       Estimated Debts
                       ----------------       ---------------
Sandy Bay LLC          $1 Million to          $1 Million to
                       $10 Million            $10 Million

Needham Street         $1 Million to          $10 Million
Properties LLC         $10 Million            $50 Million

Marion Properties      $1 Million to          $1 Million to
Group LLC              $10 Million            $10 Million

Chateau Estates        $1 Million to          $1 Million to  
Limited Partnership    $10 Million            $10 Million

Jamar Anthony LLC      $1 Million to          $1 Million to
                       $10 Million            $10 Million

A. Sandy Bay LLC's 5 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Paragon Properties                              $200,000
   45 Marion Street
   Brookline, MA 02446

   Marvin Glick                                    $175,000
   45 Marion Street
   Brookline, MA 02446

   PC Inc.                                          $75,000
   45 Marion Street
   Brookline, MA 02446

   Mass Electric                                    $15,000
   P.O. Box 1000
   Woburn, MA 01807

   Waste Management                                  $2,000
   4 Technology Drive
   Westborough, MA 01581

B. Needham Street Properties LLC's 4 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Back Bay Condominium Coop.                      $150,000
   45 Marion Street
   Brookline, MA 02446

   PC Inc.                                         $125,000
   45 Marion Street
   Brookline, MA 02446

   NStar Electric                                   $15,000
   P.O. Box 4508
   Woburn, MA 01888

   Waste Management                                  $1,500
   4 Technology Drive
   Westborough, MA 01581  

C. Marion Properties Group LLC's 5 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Marvin Glick                                    $400,000
   45 Marion Street
   Brookline, MA 02446

   PC Inc.                                          $40,000
   45 Marion Street
   Brookline, MA 02446

   Keyspan                                           $5,000
   P.O. Box 4300
   Woburn, MA 01888

   NStar                                             $1,000
   P.O. Box 4508
   Woburn, MA 01888

   Waste Management                                  $1,000
   4 Technology Drive
   Westborough, MA 01581

D. Chateau Estates Limited Partnership's 7 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Marvin Glick                                  $2,200,000
   45 Marion Street
   Brookline, MA 02446

   Marion Realty Co.                             $1,000,000
   45 Marion Street
   Brookline, MA 02446

   PC Inc.                                          $50,000
   45 Marion Street
   Brookline, MA 02446

   Sovereign Bank                                   $50,000
   P.O. Box 12707
   Reading, PA 19612

   Bay State Glass                                  $15,000
   P.O. Box 830014
   Baltimore, MD 21283

   Taunton Lighting Co.                              $5,000
   55 Weir Street
   Taunton, MA 02780

   Waste Management Inc.                             $2,000
   4 Technology Drive
   Westborough, MA 01581

E. Jamar Anthony LLC's 8 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Marvin Glick                                    $900,000
   45 Marion Street
   Brookline, MA 02446

   Marvin Glick                                    $200,000
   45 Marion Street
   Brookline, MA 02446

   Paragon Properties                              $150,000
   45 Marion Street
   Brookline, MA 02446

   Sandy Bay LLC                                   $100,000
   45 Marion Street
   Brookline, MA 02446

   Marvin Glick                                     $75,000
   45 Marion Street
   Brookline, MA 02446

   PC Inc.                                          $25,000
   45 Marion Street
   Brookline, MA 02446

   Mass Electric                                    $15,000
   P.O. Box 1000
   Woburn, MA 01807

   Waste Management                                  $2,000
   4 Technology Drive
   Westborough, MA 01581


SEMCO ENERGY: Enters into $120 Million Revolving Credit Facility
-----------------------------------------------------------------
Semco Energy, Inc. (NYSE: SEN) entered into a $120 million
unsecured revolving credit facility with LaSalle Bank, formerly
known as Standard Federal Bank, as administrative agent and a
syndicate of lenders.  The Agreement replaces the Company's
existing $100.8 million credit facility, which was due to expire
on September 23, 2005.  The Agreement has a maturity date of
September 15, 2008.  Borrowings under the Agreement may be used to
refinance existing debt, to provide for the working capital
requirements and general corporate purposes of the Company and its
subsidiaries and to finance acquisitions permitted under the
Agreement.  The Agreement contains certain loan covenants,
including, among others, financial covenants requiring a maximum
total leverage ratio, a minimum interest coverage ratio and a
minimum net worth test.

"Entering into this credit facility is another important milestone
in the improvement of the Company's financial condition.  The new
facility should provide adequate liquidity for the Company for the
foreseeable future," said George A. Schreiber, Jr., SEMCO ENERGY,
Inc. President and Chief Executive Officer.  Schreiber continued:
"I am pleased with the length and terms of the new credit
facility.  In my view, this new credit facility reflects our
accomplishments over the past year and is another confirmation
that we are on the right course."

Semco Energy, Inc. distributes natural gas to more than 404,000
customers combined in Michigan, as Semco Energy Gas Company, and
in Alaska, as ENSTAR Natural Gas Company.  It also owns and
operates businesses involved in propane distribution, intrastate
pipelines and natural gas storage in various regions of the United
States.

                           *     *     *

Standard & Poor's Rating Services rates the Company's 6.49% Senior
Notes due 2009 at BB-.


SEMCO ENERGY: Moody's Revises Outlook on Ba2 Ratings to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed SEMCO Energy, Inc.'s ratings on
its debt obligations at Ba2 senior unsecured and changed the
rating outlook to stable from negative.  This rating action
follows SEMCO's successfully clearing the hurdles cited in our
negative outlook, including the issuance of common stock and the
renewal of its credit facility.  The company issued $30 million of
common stock as planned last month and yesterday applied the full
amount of those proceeds toward redeeming trust preferreds that we
considered as debt.  Today, the company closed on its new expanded
credit facility that addressed our concerns about renewal risk.

The equity issuance and debt reduction neutralize the incremental
leveraging, which occurred with the preferred stock refinancing
last March that precipitated our negative outlook.  They also
restore SEMCO's near-term financial outlook to levels in line with
our expectations for its current ratings.  We also acknowledge
SEMCO's common stock issuance as an indication of the management's
commitment to improve its credit quality.

The stabilization of the outlook also recognizes the satisfactory
conclusion of its Michigan rate case, another hurdle we had cited
in our negative outlook.  In addition, since we instituted the
negative outlook, there have been proceedings in its other two
jurisdictions that will mitigate regulatory risk over the next few
years.  In Alaska, SEMCO was ordered to file a rate case by 6/08
rather than imminently.  In its Battle Creek rate settlement,
SEMCO has a three-year stay-out provision, which expires in 4/08.
In Michigan, SEMCO has no future base rate filing requirement.

                         Rating Outlook

The stable rating is based on Moody's understanding of SEMCO's
commitment to improve credit quality, to eschew diversification
from its core regulated gas businesses, and to finance any growth
investments so as not to disrupt further stabilization of its
financial position.  SEMCO's ratings and outlook factor in the
following range of expected credit metrics: adjusted leverage
(adjusting debt to include operating leases and preferred stock
and adjusting capitalization for goodwill) in the low 90% range,
retained cash flow/adjusted debt in the 8% range, and FFO/fixed
charges at about 2x.  The likelihood of the company's achieving
these metrics is supported by the low business risk of its gas
distribution business, its exit from underperforming non-core
businesses, and the above-mentioned financings that reduce its
prospective fixed charges.  Moody's expects that SEMCO will have
the ability to generate modest free cash flow, which will be
available to chip away at its debt.  Moody's will monitor the
company's compliance with its financial covenants, as there is
limited cushion in the near term.

               What Could Change The Rating -- Up

An upgrade is unlikely in the foreseeable future.  Credit metrics
that would cause us to consider an upgrade to Ba1 include: a
sustained return to profitability and more substantial earnings,
more headroom under its financial covenants, retained cash
flow/debt in the 9-10% range, FFO/fixed charges at around 3x, and
adjusted leverage in the 70% range.  Given SEMCO's substantial
debt load, it will take many years of debt reduction before the
company achieves meaningful credit accretion from purely organic
means. These financial constraints raise the possibility of event
risk longer term that also causes us to restrain our ratings.

               What Could Change The Rating - Down

A downgrade is possible if SEMCO falls outside the expectations
underlying our stable outlook.

SEMCO Energy, Inc., is a natural gas distribution company,
headquartered in Port Huron, Michigan.


SHOPKO STORES: Extends Tender Offer for 9-1/4% Notes to Sept. 29
----------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) extended its offer to purchase any
and all of its outstanding $100 million principal amount of 9-1/4%
Senior Notes due 2022 in connection with the previously announced
definitive merger agreement, as amended, that provides for the
acquisition of ShopKo by Badger Retail Holding, Inc. and Badger
Acquisition Corp., which are affiliates of Minneapolis-based
private equity firm Goldner Hawn Johnson & Morrison Incorporated.

The Offer, scheduled to expire on Thursday, September 15, 2005 at
9:30 a.m., New York City time, will now expire at 5:00 p.m., New
York City time, on Thursday, September 29, 2005, unless further
extended or earlier terminated by ShopKo.  All other terms,
provisions and conditions of the Offer will remain in full force
and effect.  The terms of the Offer and Solicitation are described
in the Offer to Purchase and Consent Solicitation Statement dated
June 30, 2005, as amended by a Supplement dated August 10, 2005.
ShopKo announced on August 15, 2005 that it had received the
requisite consents to amend the indenture governing the Notes.
ShopKo executed the supplemental indenture on August 16, 2005,
eliminating substantially all of the restrictive covenants and
certain events of default in the indenture governing the Notes.
Copies of the Offer to Purchase and Consent Solicitation Statement
may be obtained from Global Bondholder Services Corporation, the
information agent for the Offer, at (866) 736-2200 (US toll free)
or (212) 430-3774 (collect).

ShopKo said it has been informed by the information agent that, as
of 9:30 a.m., New York City time, on September 15, 2005,
approximately $93.7 million in aggregate principal amount of Notes
had been tendered in the Offer.  This amount represents
approximately 93.7% of the outstanding principal amount of the
Notes.

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as the dealer managers for the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, the lead dealer manager, at (212) 847-5834 or
(888) 292-0070.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of  
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific      
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.      

                         *     *     *     

As reported in the Troubled Company Reporter on April 18, 2005,    
Moody's Investors Service placed the long-term debt ratings of    
ShopKo Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &      
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.      

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only $30
million of the purchase price to be funded by equity.  The company
has received a commitment from Bank of America to provide $700
million in real estate financing and additional commitments from
Bank of America and Back Bay Capital Funding LLC to provide $415
million in senior debt financing.      

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.      

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of ShopKo post
acquisition as well as the company's business strategy going
forward.      

These ratings are placed on review for possible downgrade:      

   * Senior implied of B1;      
   * Issuer rating of B2; and      
   * Senior unsecured notes due 2022 of B2.


ST. MARYS CEMENT: Moody's Confirms B1 Ratings After Review
----------------------------------------------------------
Moody's Investors Service has confirmed St. Marys Cement's B1
senior secured and corporate family ratings.  The rating outlook
is stable.  This concludes the review for possible downgrade,
initiated on April 11, following the company's announcement that
it had entered into a $54 million annual operating lease with an
affiliate company to manage and operate the Great Lakes region
cement assets of Cemex S.A. de C.V. purchased by St. Marys'
Brazilian parent, Votorantim, for $389 million.  The review for
possible downgrade was also prompted by the company's weaker
operating performance for the twelve-month period ending
March 31, 2005 that was going to result in a covenant breach that
was avoided by a capital contribution of $10 million from
Votorantim, which was used to help pre-pay approximately $16
million in debt.

The ratings confirmation reflects Moody's belief that, despite the
effective increase in financial leverage, St. Marys will start
generating consistent free cash flow due to stable demand and
increasing prices for cement already witnessed in the 2nd quarter
2005.  In addition, the company has increased capital spending on
their cement plants over the last couple of years and will
continue to invest in capital projects that will increase capacity
and support additional revenue growth.

The stable outlook presumes the company will maintain debt-to-
EBITDA at, or below, 3.5x, free cash flow-to-debt of at least 8%,
EBITDA margins of at least 20%, and EBIT interest coverage of at
least 2.0x.  Moody's adjusts all of these ratios by capitalizing
the $54 million operating lease expense for the 2 newly acquired
cement plants.  The rating could come under pressure should the
company not maintain these ratio levels due to weak operating
performance or incremental capital spending that does not generate
corresponding revenue growth and/or operating margin expansion.

The current rating and outlook could change over the next 12 to 18
months given that Votorantim will endeavor to reorganize all of
its North American assets, which include St. Marys; St. Barbara,
the financing vehicle that owns and leases the 2 cement plants
acquired from Cemex to St. Marys; and a joint venture in cement
and ready mix operations in Florida.  Moody's does not believe it
is likely that St. Marys creditors will be impacted negatively by
such a move, rather it is more likely the company's credit profile
will be enhanced or the credit facilities will be refinanced.

Moody's also notes the continued operating and credit support
Votorantim has provided to St. Marys.  Since acquiring St. Marys
in 2001, Votorantim has invested an additional $20 million in
order to avoid a couple of impending covenant breaches and
$51 million earlier this year to acquire the working capital and
some other assets associated with the Cemex transaction.  In
addition, Votorantim's public note indentures have cross-default
and cross-acceleration provisions to any wholly owned subsidiary
liabilities greater than $50 million, which applies to the credit
facility debt of St. Marys.  Moody's believes the risk of cross-
default and cross-acceleration provides significant incentive for
the parent to continue to support St. Marys.

The rating also reflects St. Marys position as one of the largest
cement producers in the Great Lakes region and the maturity of
that cement market.  In addition, while the company still remains
exposed to cyclical demand due to its concentration in a region
that is dependent on a manufacturing sector, particularly North
American automotive, that is under competitive pressure, Moody's
notes that the company has increased its end market diversity by
expanding its geographic presence with the addition of the former
Cemex plants.

St. Marys Cement, Inc., headquartered in Toronto, Ontario, is a
major supplier of cement, ready mix, and aggregates in the Great
Lakes region, with $380 million of revenue in 2004.

The Votorantim group, headquartered in Sao Paulo, Brazil with 2004
revenue of $6.3 billion, is one of the largest private industrial
conglomerates in Latin America, with large scale production in
cement, pulp and paper, and metals and mining industries.  The
group is also actively engaged in the production of chemicals,
frozen concentrated orange juice, energy, financial services and
venture capital investments.


TASER INTERNATIONAL: Names Grant Thornton LLP as New Auditor
------------------------------------------------------------
TASER International, Inc. (Nasdaq: TASR) appointed Grant Thornton
LLP to serve as the Company's independent registered public
accounting firm going forward.  Grant Thornton, LLP will replace
Deloitte & Touche, LLP.

"We believe that Grant Thornton's focus on middle market leaders
will more closely align with TASER International's service needs,"
said Dan Behrendt, Chief Financial Officer of TASER International.
"We look forward to working with Grant Thornton as we continue to
focus on improving our business," continued Mr. Behrendt.  "There
were no disagreements with Deloitte & Touche, LLP, the Company's
previous independent registered public accounting firm, and I
would like to personally thank Deloitte & Touche for their years
of service to TASER International," concluded Mr. Behrendt.

TASER International, Inc. -- http://www.taser.com/-- provides  
advanced non-lethal devices for use in the law enforcement,
military, private security and personal defense markets.  TASER
devices use proprietary technology to safely incapacitate
dangerous, combative or high-risk subjects who pose a risk to law
enforcement officers, innocent citizens or themselves.  TASER
technology saves lives every day, and the use of TASER devices
dramatically reduces injury rates for police officers and suspects
and reduces litigation costs.

                          *     *     *

                        Material Weakness

In the Company's Form 10-KSB/A filed on May 23, 2005, the Company
concluded that errors that led to the restatement of its financial
statements for the year ended December 31, 2004 resulted from an
inadequate control over the accounting for its stock option
programs.  The Company's independent registered public accounting
firm communicated that, under standards established by the Public
Company Accounting Oversight Board, this control deficiency
constituted a "material weakness" in the Company's internal
control over financial reporting.


TELESYSTEM INT'L: Shares to Halt Trading at TXS on Sept. 27
-----------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(NASDAQ:TIWI)
confirms that September 27th, 2005 will be the last day of trading
of its common shares on the Toronto Stock Exchange and that its
common shares will begin trading on the TSX Venture Exchange at
the opening of the markets on September 28th, 2005 under the
ticker "TIW".  The Company expects its common shares to be
delisted from the NASDAQ on or about September 27th, 2005.

TIW also confirms that its 7.00% Equity Subordinated Debentures
will be delisted from the TSX at the closing of the market on
September 27th, 2005.

There can be no assurance as to whether there will be adequate
liquidity for the shares of TIW in the future or whether the
Company will maintain the listing of its shares on the TSX Venture
Exchange or any other public exchange until further cash
distributions on its shares are made.

In addition, there can be no assurance as to when the Company's
common shares will be cancelled under its plan of arrangement.  If
the Company's common shares are cancelled before a target return
of CDN$19.9614 per share, together with investment income thereon,
has been distributed, shareholders at the time of the cancellation
will continue to have the right to receive future distributions,
if any.  In all events the cumulative future distributions will
not exceed the difference between the target return of CDN$19.9614
per share and investment income thereon, minus amounts previously
distributed to shareholders.

TIW operates under a court supervised Plan of Arrangement to
complete the transaction with Vodafone announced on March 15,
2005, proceed with its liquidation, including the implementation
of a claims process and the distribution of net cash to
shareholders, cancel its common shares and proceed with its final
distribution and be dissolved.


TEREX CORP: Lenders Waive Reporting Requirement to Oct. 15
----------------------------------------------------------
Terex Corporation (NYSE: TEX) obtained a waiver from its senior
bank lending group that allows the Company until October 15, 2005
to provide its lenders with its financial information for the year
ended December 31, 2004, as well as for the quarters ended March
31, 2005 and June 30, 2005.  Management anticipates having all
applicable financial information completed and provided to the
senior bank lending group prior to that time.

The Company continues to work diligently to complete the filing of
the Company's financial statements for the year ended December 31,
2004 and prior periods with the Securities and Exchange
Commission.  The Company is in the final stages of internal and
external review of its financial statements for 2004 and prior
periods, and will file the appropriate documents in the next
several business days.  The Company's Quarterly Reports on Form
10-Q for the first and second quarters of 2005 will be filed as
soon as practicable thereafter.

Terex Corporation -- http://www.terex.com/-- is a diversified  
global manufacturer with 2004 net sales of approximately $5
billion.  Terex operates in five business segments: Terex  
Construction, Terex Cranes, Terex Aerial Work Platforms, Terex
Materials Processing & Mining, and Terex Roadbuilding, Utility
Products and Other.  Terex manufactures a broad range of equipment
for use in various industries, including the construction,
infrastructure, quarrying, recycling, surface mining, shipping,
transportation, refining, utility and maintenance industries.  
Terex offers a complete line of financial products and services to
assist in the acquisition of Terex equipment through Terex  
Financial Services.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, Terex
was required to evaluate the effectiveness of its internal control
over financial reporting as of December 31, 2004.  Based on this
current evaluation, it was determined that "material weaknesses"
existed, which resulted in ineffective internal control over
financial reporting.

As announced on January 13, 2005, Terex had determined that a
"material weakness" existed in Terex's internal control over
financial reporting as it relates to the recording of certain
intercompany transactions.  On September 8, 2005, the management
of Terex and the Audit Committee of Terex's Board of Directors
concluded that material weaknesses also showed that:

    a) the Company did not maintain effective controls, including  
       monitoring, over the financial reporting process as a  
       result of an insufficient complement of personnel with  
       requisite U.S. GAAP knowledge, experience and training, and

    b) the Company did not maintain sufficient supporting  
       documentation for certain income tax account balances,  
       including periodic reconciliations, which contributed to  
       the failure to timely file.


TOWNHOMES AT HILLTOP: Case Summary & 8 Largest Creditors
--------------------------------------------------------
Debtor: Townhomes at Hilltop, LLC
        75 Manhattan Drive, Suite 203
        Boulder, Colorado 80303

Bankruptcy Case No.: 05-34612

Chapter 11 Petition Date: September 16, 2005

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, Colorado 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Fisher, Sweetbaum & Levin                        $30,000
   1125 - 17th Street, Suite 2100
   Denver, CO 80202

   AMI Fireplace Company                             $2,650
   14200 East 33rd Place
   Aurora, CO 80011

   Kleinfelder, Inc.                                 $2,200
   747 Sheridan Boulevard, Suite 9B
   Denver, CO 80214

   Olson Studio                                      $1,372

   Ark Technologies, Inc.                            $1,000

   Jeffrey S. Lehman                                   $500

   Standard Fence Company                              $250

   Ruger Law Firm, LLC                                 $250


TRUDY DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Trudy Development LLC
        501 Madison Avenue
        New York, New York 10022

Bankruptcy Case No.: 05-18135

Type of Business: Real Estate

Chapter 11 Petition Date: September 16, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, New York 10105
                  Tel: (212) 586-4050

Total Assets: $83,402,206

Total Debts:   $3,175,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Robert Guerrin                     $1,875,000
33 Brook Street
Garden City, NY 11530

Bryan Cave
1290 Avenue of the Americas        $1,500,000
New York, NY 10104


US AIRWAYS: Court Confirms Chapter 11 Plan of Reorganization
------------------------------------------------------------
US Airways is now in the final stages of completing its
transformation into the nation's first full-service, low-cost
airline with Friday's judicial confirmation of its Chapter 11 Plan
of Reorganization.

Judge Stephen S. Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia confirmed the plan at a hearing on
Friday, clearing the way for the US Airways-America West Airlines
merger transaction to formally close by the end of September.
The merger will create the nation's fifth-largest airline, and
provide consumers with new domestic and international travel
choices and an extensive route network throughout the U.S.,
Canada, the Caribbean, Latin America, and Europe.

Judge Mitchell ruled that all necessary requirements have been met
for US Airways to implement its Plan.  Every class of creditor for
all five debtors:

   -- US Airways Group, Inc.,
   -- US Airways, Inc.,
   -- PSA Airlines, Inc.,
   -- Piedmont Airlines, Inc., and
   -- Material Services Company, Inc.

in the Chapter 11 cases that was entitled to vote on the Plan,
voted in favor by at least 90 percent in dollar amount and 80
percent in the number of votes cast.  Under the terms of the
merger agreement, the transaction can close on the 11th day
following entry of the court's final order confirming the plan.
US Airways then will emerge from Chapter 11 and complete its
merger with America West as soon as Sept. 27, 2005.

"This is a great day for both US Airways and America West," said
US Airways President and Chief Executive Officer Bruce R.
Lakefield.  "For our customers, we are about to become the kind of
airline that they have been asking for -- a global carrier
offering full-service amenities and simplified fares.  For our
employees, this merger will provide more stability and a chance to
be a part of a vibrant new company.

"Through our restructuring, we have reduced our debt, improved our
liquidity and strengthened our balance sheet," Mr. Lakefield said.  
"With the financial position of other carriers deteriorating, we
are pleased that we will have a very strong cash position, a
robust business plan, a low cost structure, and a strong network
that offers our customers an attractive product and more choices."

Key elements of the plan include:

    * Total equity and liquidity agreements to provide the merged
      airline with unrestricted cash of approximately
      $1.7 billion, and a total cash position of approximately
      $2.5 billion, including approximately $800 million of
      restricted cash.

    * Investment agreements that total $565 million in new equity
      and a public stock offering that is expected to raise
      $150 million.  Support from business partners and suppliers
      that will provide in excess of $700 million in cash, and
      asset sales and sale-leaseback agreements that are expected
      to gross $300 million pending consummation of certain of the
      transactions.

    * Agreement between US Airways and the Pension Benefit
      Guaranty Corp., resolving nearly $2.7 billion in claims.  
      The agreement provides for US Airways to pay the PBGC
      $13.5 million in cash, in addition to giving the PBGC a
      $10 million note and 70 percent of the common stock, which
      will be allocated to unsecured creditors.

    * The creation of a company with more than $10 billion in
      annual revenues and savings of over $600 million annually
      through synergies associated with the merger.

    * Reinstatement and extension of the Air Transportation
      Stabilization Board loans with amortization through 2010.

Mr. Lakefield said that the company's full attention now will be
on the completion of the merger, the implementation of consistent
customer service offerings, the building of a unified corporate
culture, and the transfer of headquarters functions to Tempe,
Arizona.  

America West Chairman, President, and Chief Executive Officer Doug
Parker will assume those same responsibilities at the merged
company, with Mr. Lakefield serving as non-executive vice chairman
of the board of directors.

"Doug Parker and the management team he has assembled are
enthusiastically working to make sure that the new US Airways is
an airline that offers customer value, and one which our combined
work force is proud to represent.  I want to express my heartfelt
thanks to our employees, customers, and business partners for
their support of the company throughout this restructuring.  Doug
is committed to building upon that deep level of support and
loyalty," Mr. Lakefield said.

Mr. Lakefield also expressed his appreciation to the ATSB for its
support in working through a number of issues related to the
America West and US Airways federal loan guarantees.

The merger of US Airways and America West will create the first
full- service, low-cost nationwide airline with amenities that
include international scope, a broad frequent flyer program,
airport clubs, assigned seating and First Class cabin service.  
The airlines have already introduced the new US Airways aircraft
livery design, and over the coming weeks, will be announcing more
specific customer service enhancements and policies as the
airlines implement the merger.

America West -- http://www.americawest.com/-- operates more than   
900 flights daily to 95 destinations in the U.S., Canada, Mexico
and Costa Rica.  The airline's 13,500 employees are proud to offer
a range of services including more destinations than any other
low-cost carrier, first-class cabins, assigned seating, airport
clubs and an award-winning frequent flyer program.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


VARELA ENTERPRISES: Confirmation Hearing Moved to October 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on Oct. 14, 2005, to discuss the merits of Varela
Enterprises Inc.'s Amended Plan of Reorganization filed in June
22.  The Court originally set Sept. 9, 2005 as the confirmation
hearing but rescheduled it at the Debtor's request.  

Varela wants more time to review objections to confirmation of its
Plan.  Also, the Debtor's counsel, Robert M. Cook, Esq., told the
Court that the Sept. 9 hearing will conflict with his other
schedules.

                       About the Plan

The Plan proposes to pay all creditors in full from the Debtor's
contract with Grupo Constructor Industrial e Inmobiliario, S.A.,
and an on-going bid for a government project in Mexico.  The
Debtor further expects to receive payment for more than $81,000 in
account receivables from completed construction work.

The Plan will also be funded from the proceeds of a lawsuit to be
filed against the Debtor's former landlord for breach of contract
and damages.  The Debtor says it defaulted on existing commitments
and consequently filed for bankruptcy protection after its
landlord locked it out of its leased building and shut down
operations.     

                      Treatment of Claims

Allowed priority deposit claims of up to $2,225, of individuals
for the purchase, lease, or rental of property or service will be
paid in full, without interest, within three months from the
effective date of the Plan.

GMAC's claims, secured by a 2003 Cadillac Escalade and a 2002
Cadillac Escalade, will be paid according to the lease contract.  
GMAC will retain its security interest in the vehicles.

All general unsecured residential construction and vendor claims
against the Debtor will be paid in full within three years from
the effective date of the Plan.

J. P. Sandoval, M.P. Sandoval, and Henry Varela 11's unsecured
claims against the Debtor, totaling $967,695, will be paid in full
after all other unsecured claims have been satisfied.

Headquartered in Moorpark, California, Varela Enterprises Inc., a
subcontractor for Varela Manufacturing Company, LLC, holds a
license to use the patented "E systems" construction process for
producing prefabricated buildings.  The Debtor filed for Chapter
11 protection on May 21, 2004 (Bankr. D. Ariz. Case No. 04-00725).  
Robert M. Cook, Esq. at the Law Offices of Robert M. Cook,
represent the Debtor in its restructuring efforts.  When it sought
chapter 11 protection, the Debtor reported between $10  million to
$50 million and debts between $1 million to $10 million.


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

Bankruptcy Case No.: 05-39734

Type of Business: The Debtor operates one of the largest
                  industrial knife sharpening facilities in
                  the Midwest.  The Debtor also offers milling,
                  turning, and machining services.  See
                  http://www.wapakonetamachine.com/

Chapter 11 Petition Date: September 14, 2005

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

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

Total Assets: $4,004,300

Total Debts:  $3,784,583

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
PBGC                             Unfunded Pension     $2,349,388
1200 K Street Northwest
Washington, DC 20005-4026

Timken Latrobe Steel             Business Expense       $212,673
District 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 & Company              Business Expense        $66,410
Castle Metals

Walters Metals Corporation       Business Expense        $65,606

Diamond Metals                   Business Expense        $41,860

Anderson-Shumaker Company        Business Expense        $31,369

Crucible Service Centers         Business Expense        $23,165

Alcon Tool Company               Business Expense        $22,765

D.B. Engineering Pvt. Ltd.       Business Expense        $21,106

Paragon Service & Supply         Business Expense        $16,706

Eagle Rubber Products            Business Expense        $15,355

Detroit Flame Hardening          Business Expense        $15,170

Peter Wolters of America         Business Expense        $14,332

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

Letoureau Inc.                   Business Expense        $11,409

Peerless Laser Processors        Business Expense         $6,155

Supply Connection                Business Expense         $5,296

Jowit & Rodgers Company          Business Expense         $4,671

FPI Industries                   Business Expense         $4,364


WESTERN WATER: Wants Excl. Plan Filing Period Stretched to Dec. 20
------------------------------------------------------------------          
Western Water Company asks the U.S. Bankruptcy Court for the
Northern District of California to extend, through and including
Dec. 20, 2005, the time within which it alone can file a chapter
11 plan.  The Debtor also asks the Court for more time to solicit
acceptances of that plan from its creditors, through and including
Feb. 20, 2006.

The Debtor explains that it is in the best interest of its estate
and creditors to wait until the sale transaction for the Cherry
Creek Project and its other assets is approved and completed
before it files a chapter 11 plan.  

The Cherry Creek assets, consisting of real property and water
rights in the Cherry Creek basin, Colorado, is the Debtor's most
valuable asset.  The assets are recorded at approximately $12.5
million in the Debtor's books but the Debtor says it is worth
substantially more than its book value.

The Debtor has already obtained authorization to retain real
estate brokers to market the Cherry Creek Project and it has a
pending request with the Court to approve the sale of
substantially all of its assets, including the Cherry Creek
assets.  The hearing to approve that sale request is tentatively
scheduled on Oct. 24, 2005.

The sale of the Cherry Creek assets, together with the Debtor's
other remaining assets, will provide the needed funding to pay
creditors under its proposed plan.

The Court will convene a hearing today, Monday, Sept. 19, 2005, at
2:00 p.m., to consider the Debtor's request.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).  
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster ,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 Million and $50 Million.


WINN-DIXIE: Court Approves Rejection of Four Grocery Store Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates authority to
sell, sublet, negotiate buyouts with landlords, or otherwise
reduce or eliminate their liability under many leases as part of
their restructuring plans.  

The Court also approved the rejection of these four leases:

    Store No.  Leased Property Location     Landlord
    ---------  ------------------------     --------
      992      3334 Halifax Road            WBFV, INC.
               South Boston, VA 24592

     1233      3230 Augusta Road            Woodberry Plaza
               West Columbia, SC 29169      E&A, LLC

     2047      Mebane Oaks Rd/Peartree Rd   BHBS, Inc.
               Mebane, NC 27302

     1676      1148 South 4th Street        John H.O. La Gatta
               Louisville, KY 40203

As reported in the Troubled Company Reporter on Aug. 24, 2005, the
Debtors no longer need the Leases because they provide no
continuing benefit to their estates.  The Debtors have concluded
that the Leases constitute a burden on them and are not necessary
for an effective reorganization.

By rejecting the Leases, the Debtors will save costs incurred with
respect to administrative expenses, including rent, taxes,
insurance premiums, and other charges under the Leases.

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


WINN-DIXIE: Court Approves Settlement Agreement With Heritage
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 1, 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
executed a contract for the purchase of goods from Heritage Mint,
Ltd., on June 3, 2004.  Heritage began shipping goods on
Feb. 15, 2005.

The Contract contains recoupment and reconciliation provisions
that allow Heritage to credit the Debtors' account upon their
return of goods in "original factory seals unopened master
cartons."

Heritage asks the U.S. Bankruptcy Court for the Middle District of
Florida to compel the Debtors to assume or reject the Contract.

Heritage believes that the nature of its interests with respect
to the deliveries, the returns and the Contract make immediate
assumption or rejection necessary.  If the Contract is rejected,
the Debtors' estate and postpetition lenders may have claims to
the goods to the extent of the valued of the postpetition
deliveries, and thus, Heritage cannot receive the returns without
Court approval.  If the Contract is assumed, Heritage is
obligated to accept the returns and enforce its recoupment
rights.

                          Debtors Object

As reported in the Troubled Company Reporter on Aug. 5, 2005, the
Debtors ask the Court to deny Heritage Mint, Ltd.'s Motion
because, among other things, Heritage has not established a
compelling reason why the time for the Debtors to decide whether
to assume or reject the Contract should be shortened.

                          Stipulation

The Debtors ask the Court to approve its settlement with Heritage
Mint, Ltd., pursuant to which:

   a. Heritage will accept the return of goods it delivered
      totaling $217,474.  Thereafter, the Debtors will not return
      additional goods.

   b. The parties will deem unpaid invoice number 1-263861 for
      $29,873 to represent a postpetition delivery, and will deem
      the return of goods up to $29,873 to entitle Heritage to
      credit the Debtors unpaid balance in the same amount.

   c. After subtracting the goods returned under the unpaid
      invoice from the total returns, the parties will attribute
      70% of the remaining goods returned to be postpetition
      deliveries and will attribute the other 30% of goods
      returned to be prepetition deliveries, and will deem those
      goods as having been reclaimed by Heritage.

   d. The parties agree to lift the automatic stay to permit
      Heritage to perform the accounting functions and crediting
      of returns.

   e. After allocating the returns, Heritage will deliver
      repayment for the returned goods in an amount arrived at by
      this formula:

      Total returns: $217,474
               Less: total value of unpaid invoice ($29,873)
               Less: $53,280 (30% of $187,601)
                     ---------------------------------------
      Total payment: $131,321 (70% of $187,601)

  f. Heritage will pay the Debtors $131,321 by the later of
     Aug. 12, 2005, or within two days after the Court approves
     the Stipulation.

                         Court's Ruling

The Court approves the settlement entered into by the Debtors and
Heritage Mint, Ltd., which include, among other things, the
return of goods to Heritage totaling $217,414.

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


WINN-DIXIE: Florida Tax Collectors Has Until Nov. 7 to File Claim
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 29, 2005,
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to
establish August 1, 2005, at 5:00 p.m. Eastern Time as the last
day and time to file proofs of claim.

Also, the Debtors ask the Court to confirm that August 22, 2005,
at 5:00 p.m. Eastern Time, is the last day and time by which
proofs of claim may be filed by a governmental unit.

Webber Commercial Properties, LLC, and LESCO MEDISEARCH, ask the
Bankruptcy Court to extend the August 1 general bar date for
filing proofs of claim with respect to their claims.  Both parties
had sent their proofs of claim on August 1 and expected them to be
received only a few days after the Bar Date.  Given the short
period involved, Webber and LESCO assert that their requests are
reasonable.

Genoveva Cervantes, who has a claim against the Debtors due to
personal injury, asserts that she did not receive notice of the
Bar Date.  Accordingly, she requests extension of the Bar Date to
file her claim.

Furthermore, Tax collectors of 47 counties in Florida also seek
an extension of the August 22, 2005, claims bar date with respect
to governmental units.  The Florida Tax Collectors explain that
due to Florida statutory requirements and procedures, the
Debtors' 2005 ad valorem taxes are undetermined at this time.
They cannot provide tax bills until November 1, 2005.
Accordingly, the Florida Tax Collectors ask the Court to extend
the Governmental Bar Date to November 7, 2005.

                         Court's Ruling

Judge Funk sets Nov. 7, 2005, as the last day for the Florida
Tax Collectors to file claims for 2005 ad valorem real property
and tangible personal property taxes.

The Florida Tax Collectors' claims filed before Aug. 22, 2005,
are deemed withdrawn without prejudice.  Claims for the actual
2005 ad valorem taxes filed by November 7 will be treated as
original, rather than amended claims.

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).


XEROX CORP: Moody's Takes Positive Outlook on Low-B Ratings
-----------------------------------------------------------
Moody's Investors Service revised the rating outlook of Xerox
Corporation and supported subsidiaries to positive from stable.  
The action is prompted by Xerox's significant debt and leverage
reduction over the last year, stable operating profit and free
cash flow generation, and the prospects for further strengthening
of its credit metrics and overall financial flexibility.

As reported in the Troubled Company Reporter on Aug. 12, 2004,
Moody's raised the senior implied rating of Xerox and its
financially supported subsidiaries to Ba1 from Ba3.  Ratings
raised include:

   Xerox Corporation:

      * Senior implied to Ba1 from Ba3;

      * Senior unsecured to Ba2 from B1;

      * Senior unsecured shelf registration (P) Ba2 and (P) B1;

      * Subordinated to Ba3 from B3;

      * Subordinated shelf registration to (P) Ba3 from (P) B3;

      * Preferred to B1 from Caa1

      * Preferred shelf registration to (P) B1 from (P) Caa1

   Xerox Credit Corporation:

      * Senior unsecured to Ba2 from B1 (support agreement from
        Xerox Corporation);

      * Xerox Capital (Europe) PLC;

      * Senior unsecured to Ba2 from B1 (guaranteed by Xerox
        Corporation);

The positive rating outlook reflects Moody's expectation for:

   1. modest low single digit revenue growth over the intermediate
      term driven by continued improvement in equipment revenue
      which should help to position follow on post sale revenues,
      specifically;

      a) continued improvement in equipment revenue (29% of total
         revenues).  Equipment revenue has been modestly positive
         recently (4% growth in Q2) and we believe that the late
         June launch of an array of new products is likely to
         stimulate continued single digit equipment sales growth
         in the near to mid term although competitive pressures
         will remain intense;

      b) sustained momentum for post sale and finance revenue (71%
         of total revenues), which increased for the first time in
         several quarters during Q2, aided by the reduced impact
         of legacy light lens activity ($149 million or 4% of Q2
         total revenue); continued growth in color page volumes;
         and improvement in the overall low single digit decline
         of monochrome pages.  Excluding the declining legacy
         light lens business, post sale and financing revenue has
         increased between 1% and 5% for each of the last ten
         quarters, which we expect should continue over the
         intermediate term;

   2. gross margins of approximately 40%, which have recently been
      slightly pressured by strong growth in lower end product
      (Segment 1 and 2) and tempered demand from higher margin
      higher end product (Segment 3 to 5) including a modest early
      take up of its Nuvera production line;

   3. operating profit margins in the 9% range, which will in part
      depend on continued operating expense controls or reduction
      derived from its recently announced $200 million after tax
      restructuring plan;

   4. stability in cash flow from operations, which, with modest
      and predictable capital expenditures of approximately
      $250 million annually, drives free cash flow generation that
      has averaged $1.6 billion annually since 2002;

   5. continued, albeit more modest, reduction in overall debt.   
      Since June 2004, consolidated debt has declined by
      $3.1 billion through the repayment of scheduled maturities
      and the conversion to equity of $1 billion of trust
      preferred securities.  With zero public debt maturities in
      2006 and only $272 million and $50 million due in 2007 and
      2008, respectively, further debt reduction will be driven by
      continued reduction of debt that is currently secured by
      finance receivables;

   6. continued reduction of secured debt related to its finance
      receivable portfolio, which has declined by $780 million
      year to date, with further declines expected in the second
      half of 2005;

   7. further improvement in interest coverage and non finance
      leverage as a result of debt reduction, equity buildup, and
      stable free cash flow.

Rating could be upgraded if the company:

   1. achieves sustainable improvement in revenue, although this
      is expected to be low single digits;

   2. sustains consolidated operating margins in the 9% range;

   3. achieves adjusted EBIT interest coverage of 5 times on an
      LTM basis (currently 2.9 times) excluding finance
      operations;

   4. continues to generate consistent free cash flow;

   5. maintains its strong liquidity profile;

   6. continues to reduce the level of secured debt and obtains an
      unsecured bank facility with terms and conditions consistent
      with an investment grade profile, which will further improve
      financial flexibility.

Conversely, downward ratings pressure could develop if:

   1. financial performance deteriorates due to any combination of
      poor execution, sustained weak product acceptance or demand,
      unexpectedly intense and sustained competitive pressures; or
      deterioration in its finance operations due to a weakening
      of asset quality;

   2. the company incurs leverage to effect any combination of
      share buybacks or dividends;

   3. undertakes significant debt financed acquisitions.

Liquidity remains solid, with cash balances of $2.1 billion at
June 2005 and full access to its $700 million secured revolving
credit facility, for which covenant room is expected to remain
ample.  Combined with our expectations of stable to improving
annual free cash flow ($1.7 billion for the latest twelve months
ended June 2005), Xerox is well positioned to meet:

   (1) aggregate public debt maturities of approximately
       $665 million through 2008, including a $300 million secured
       bank term loan due September 2008, as well as

   (2) potential calls on liquidity related to outstanding
       shareholder litigation.

Xerox Corporation, headquartered in Stamford, Connecticut,
develops, manufactures and markets document processing systems and
related supplies and provides consulting and outsourcing document
management services.


XYBERNAUT CORP: Creditors Panel Taps Blank Rome as Lead Counsel
---------------------------------------------------------------          
The Official Committee of Unsecured Creditors of Xybernaut
Corporation and its debtor-affiliate ask the U.S. Bankruptcy Court
for the Eastern District of Virginia for permission to employ
Blank Rome LLP as its lead counsel.

Blank Rome will:

   1) assist the Committee in the administration of the Debtors'
      chapter 11 cases and the exercise of oversight with respect
      to the Debtors' affairs, including all issues arising from
      or impacting the Debtors or the Committee in connection with
      the Debtors' chapter 11 cases;

   2) prepare on behalf of the Committee of all necessary
      applications, motions, orders, reports and other legal
      papers and appear in Bankruptcy Court and at statutory
      meetings of creditors to represent the interests of the
      Committee;

   3) negotiate, formulate, draft and confirm any plan of
      reorganization and matters related to that plan;

   4) assist and advise the Committee in the exercise of oversight
      with respect to any transfer, pledge, conveyance, sale or
      other liquidation of the Debtors' assets;

   5) investigate as the Committee may desire concerning the
      assets, liabilities, financial condition and operating
      issues concerning the Debtors that may be relevant to their
      chapter 11 cases;

   6) communicate with the Committee's constituents, the Debtors,
      the Equity Committee and others as is necessary in the
      Debtors' chapter 11 cases in furtherance of the Committee's
      responsibilities; and

   7) render all other necessary legal services that are in the
      interests of those represented by the Committee's duties or
      as maybe ordered by the Court.

Michael Z. Brownstein, Esq., a Partner of Blank Rome, is one of
the lead attorneys for the Committee.  Mr. Brownstein charges $595
per hour for his services.

Mr. Brownstein reports Blank Rome's professionals bill:

      Professional          Designation    Hourly Rate
      ------------          -----------    -----------
      B. Michael B. Rauh    Sr. Counsel       $515
      Michael B. Schaedle   Partner           $380
      James A. Timko        Associate         $230

      Designation           Hourly Rate
      -----------           -----------
      Partners & Counsel    $300 - $675
      Associates            $195 - $410
      Paralegals            $105 - $250

Blank Rome assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

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: U.S. Trustee Picks 5-Member Equity Holders Panel
----------------------------------------------------------------
The United States Trustee for Region 4 appointed five creditors
to serve on the Official Committee of Equity Security Holders in
Xybernaut Corporation and its debtor-affiliate's chapter 11 cases:

     1. The Niemi Group
        Attn: Peter Niemi
        1775 York Avenue, #28G
        New York, New York 10128
        Phone: 917-282-8060

     2. John Buckner
        1130 Crater Hill Dr.
        Nashville, Tennessee 37215
        Phone: 615-726-8380

     3. Mr. John D. Wydur
        POB 215
        Seaford, Virginia 23696
        Phone: 715-898-4411

     4. Alfred B. Glover
        P.O. Box 784
        West Jefferson, North Carolina 28694
        Phone: 828-264-6111

     5. Donald B. Hall, Lt. Col, USAF (Ret.)
        2236 Silverthorn Dr.
        Rockford, Illinois 61107
        Phone: 815-226-8547

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 CORPORATION: Meets With Newly Formed Equity Committee
---------------------------------------------------------------
Xybernaut Corporation (Pink Sheet: XYBR.PK) said its management
met this week with and outlined several options to the newly
formed Equity Committee in the Chapter 11 bankruptcy proceeding in
the United States Bankruptcy Court for the Eastern District of
Virginia.  The options generally involve plans for the
reorganization of the Company and the orderly marketing of its
intellectual properties and other assets.  It is the overarching
objective of both the Company and the Equity Committee to provide
as much value as possible to the Company's shareholders.  
Together, the Company and the Equity Committee intend to chart a
course in furtherance of their shared goals.  There can be no
assurance, however, that any of these options or the Company's
restructuring efforts will be successful.

Peter Niemi, the Chairman of the Equity Committee, said: "We are
very pleased with the steps the Company's management is taking to
preserve our options as the process moves forward."

Said Perry L. Nolen, President and CEO of the Company: "We very
much look forward to working closely with the Equity Committee to
seek to maximize value for our shareholders."

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: Cuts Net Loss By 94.5% in Second Quarter of 2005
-----------------------------------------------------------
Yukos Oil Company's RUB4.2 billion net loss for the first half of  
2005 is 94.5% less than that of the same period in 2004 based on  
Russian accounting standards, Interfax reports, citing the  
company's second quarterly financial report.  Yukos' net loss was  
RUB77 billion in the first half of 2004.

Yukos reported revenues totaling RUB1.3 billion for the first  
half year of 2005, exhibiting a decline of 61% as compared to the  
same period in 2004.  Gross profit also fell 78& to RUB555.89  
million.

Yukos cut down production by 20% in the second quarter of 2005 as  
compared to the first quarter, Interfax cited the company's  
financial report.

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)


* Proskauer Rose Names Christopher Wells as Partner in N.Y. Office
------------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 650
lawyers in the U.S. and Europe, announced that Christopher M.
Wells, one of the country's top hedge fund attorneys, has been
named a partner in the firm's New York office.  Mr. Wells was
previously a partner at Coudert Brothers LLP, where he headed the
firm's Global Investment Funds Practice.

Mr. Wells, who specializes in the organization and representation
of on- and off-shore hedge funds and their managers, will also
bring three associate attorneys in the hedge fund practice from
Coudert.  With an extensive background representing a variety of
hedge fund entities and significant experience in trading,
compliance and management issues related to hedge fund
transactions, Mr. Wells and his team are an important addition to
Proskauer's Corporate Department.

"Attracting a seasoned attorney with the expertise and reputation
that Chris possesses is a tremendous opportunity for us," said
Proskauer Chairman Allen I. Fagin.  "There are numerous synergies
inherent in the combination of a thriving hedge fund group with
our private equity and overall corporate practice.  With a wealth
of experience to his credit, he is an outstanding addition to our
team."

Proskauer's representation of private equity, buyout, and venture
capital funds and its robust transactional practice have been
driving forces behind the growth of its Corporate Department.  The
addition of Mr. Wells is yet another boon to that growth,
following the expansion in the last year of the firm's private
equity practice and the addition of several attorneys specializing
in mezzanine financing, second lien financing and other
sophisticated transactional work.

Before joining Coudert as an associate, Mr. Wells received his
J.D. from the University of Michigan.  Mr. Wells has written and
spoken extensively on the topics of hedge funds, private equity
funds and investment management and was recognized in the 2005-
2006 edition of Best Lawyers in America.

Proskauer Rose -- http://www.proskauer.com/-- founded in 1875, is  
one of the nation's largest law firms, providing a wide variety of
legal services to clients throughout the United States and around
the world from offices in New York, Los Angeles, Washington, D.C.,
Boston, Boca Raton, Newark, New Orleans and Paris.  The firm has
wide experience in all areas of practice important to businesses,
including corporate finance, mergers and acquisitions, general
commercial litigation, private equity and fund formation, patent
and intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations and taxation.  Its clients span industries
including chemicals, entertainment, financial services, health
care, hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* BOND PRICING: For the week of Sept. 12 - Sept. 16, 2005
---------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
AHI-DFLT 07/05                         8.625%  10/01/07    55
Air 2 US                              10.127%  10/01/20    18                        
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08    29
Amer Comm LLC                         11.250%  01/01/08    24
Amer West Air                          7.840%  07/02/10    71
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.379%  05/23/16    72
American Airline                       8.390%  01/02/17    72
American Airline                      10.680%  03/04/13    65
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.000%  09/15/16    64
AMR Corp.                              9.750%  08/15/21    66
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    58
AMR Corp.                             10.000%  04/15/21    54
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.200%  03/15/20    69
AMR Corp.                             10.550%  03/12/21    63
AMR Corp.                             10.150%  05/15/20    20
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    68
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    54
Apple South Inc.                       9.750%  06/01/06     3
Asarco Inc.                            7.875%  04/15/13    57
Asarco Inc.                            8.500%  05/01/25    57
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    18
Atlantic Coast                         6.000%  02/15/34     7
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    70
Bank New England                       8.750%  04/01/99     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    60
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    70
Calpine Corp.                          7.750%  04/15/09    63
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    65
Calpine Corp.                          8.625%  08/15/10    66
Calpine Corp.                          8.750%  07/15/13    74
Cell Therapeutic                       5.750%  06/15/08    63
Cell Therapeutic                       5.750%  06/15/08    74
Cellstar Corp.                        12.000%  01/15/07    72
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    39
Comcast Corp.                          2.000%  10/15/29    42
Comprehens Care                        7.500%  04/15/10    23
Conseco Inc.                           9.000%  10/15/06     0
Contl Airlines                         8.312%  04/02/11    74
Constar Intl                          11.000%  12/01/12    71
Cons Container                        10.125%  07/15/09    71     
Covad Communication                    3.000%  03/15/24    68
Cray Inc.                              3.000%  12/01/24    56
Cray Research                          6.125%  02/01/11    34
Curative Health                       10.750%  05/01/11    74
Delco Remy Intl                        9.375%  04/15/12    65
Delco Remy Intl                       11.000%  05/01/09    75
Delta Air Lines                        2.875%  02/18/24    14
Delta Air Lines                        7.299%  09/18/06    20
Delta Air Lines                        7.700%  12/15/05    16
Delta Air Lines                        7.711%  09/18/11    60
Delta Air Lines                        7.779%  11/18/05    42
Delta Air Lines                        7.779%  01/02/12    44
Delta Air Lines                        7.900%  12/15/09    16
Delta Air Lines                        7.920%  11/18/10    60
Delta Air Lines                        8.000%  06/03/23    16
Delta Air Lines                        8.270%  09/23/07    50
Delta Air Lines                        8.300%  12/15/29    17
Delta Air Lines                        8.540%  01/02/07    29
Delta Air Lines                        8.540%  01/02/07    23
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    24
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        9.000%  05/15/16    17
Delta Air Lines                        9.200%  09/23/14    30
Delta Air Lines                        9.250%  03/15/22    15
Delta Air Lines                        9.320%  01/02/09    50
Delta Air Lines                        9.750%  05/15/21    15
Delta Air Lines                        9.875%  04/30/08    26
Delta Air Lines                       10.000%  08/15/08    17
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/09    46
Delta Air Lines                       10.000%  06/01/10    37
Delta Air Lines                       10.000%  06/01/10    16
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    17
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    15
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    15
Delta Air Lines                       10.375%  12/15/22    16
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    41
Delta Air Lines                       10.790%  03/26/14    17
Delphi Auto Syst                       6.197%  11/15/33    50
Delphi Auto Syst                       7.125%  05/01/29    67
Delphi Corp                            6.500%  08/15/13    71
Delphi Trust II                        6.197%  11/15/33    50
Edison Brothers                       11.000%  09/26/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    74
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    69
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North AM                       9.875%  02/01/14    72
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    29
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    26
Federated Group                        7.500%  04/15/10     1
Finova Group                           7.500%  11/15/09    41
Foamex L.P.                            9.875%  06/15/07    10
Foamex L.P.                           13.500%  08/15/05    13
Ford Motor Co.                         7.700%  05/15/97    75
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    72
Gateway Inc.                           2.000%  12/31/11    67
GMAC                                   5.900%  02/15/19    73
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    74
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  04/15/19    73
GMAC                                   6.000%  09/15/19    71
GMAC                                   6.000%  09/15/19    72
GMAC                                   6.050%  08/15/19    73
GMAC                                   6.050%  08/15/19    70
GMAC                                   6.050%  10/15/19    69
GMAC                                   6.100%  09/15/19    70
GMAC                                   6.125%  10/15/19    73
GMAC                                   6.150%  08/15/19    70
GMAC                                   6.200%  04/15/19    72
GMAC                                   6.250%  12/15/18    74
GMAC                                   6.250%  01/15/19    73
GMAC                                   6.250%  04/15/19    72
GMAC                                   6.250%  05/15/19    74
GMAC                                   6.250%  07/15/19    72
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.350%  04/15/19    74
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.400%  12/15/18    74
GMAC                                   6.500%  06/15/18    74
GMAC                                   6.500%  11/15/18    73
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.500%  05/15/19    74
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.350%  04/15/19    74
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.400%  12/15/18    74
GMAC                                   6.500%  06/15/18    74
GMAC                                   6.500%  11/15/18    73
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.500%  05/15/19    74
GMAC                                   6.550%  12/15/19    71
GMAC                                   6.600%  05/15/18    73
GMAC                                   6.600%  06/15/19    73
GMAC                                   6.650%  10/15/18    73
GMAC                                   6.750%  05/15/19    75
GMAC                                   6.750%  06/15/19    72
GMAC                                   7.000%  06/15/22    74
GMAC                                   7.000%  11/15/24    75
GMAC                                   7.250%  03/15/25    74
Graftech Int'l                         1.625%  01/15/24    74
Graftech Int'l                         1.625%  01/15/24    74
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth                         9.625   03/15/06    37
Huntsman Packag                       13.000%  06/01/10    64          
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    48
Intermet Corp.                         9.750%  06/15/09    34
Iridium LLC/CAP                       10.875%  07/15/05    22
Iridium LLC/CAP                       11.250%  07/15/05    23
Iridium LLC/CAP                       13.000%  07/15/05    21
Iridium LLC/CAP                       14.000%  07/15/05    23
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     7
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    72
Kmart Funding                          8.800%  07/01/10    50
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    74
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    55
Level 3 Comm. Inc.                     5.250%  12/15/11    70
Level 3 Comm. Inc.                     6.000%  09/15/09    55
Level 3 Comm. Inc.                     6.000%  03/15/10    50
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    62
Macsaver Financl                       7.875%  08/01/03     2
Mississippi Chem                       7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    54
MSX Intl. Inc.                        11.375%  01/15/08    74
Natl Steel Corp.                       8.375%  08/01/06     2
North Atl Trading                      9.250%  03/01/12    75
Northern Pacific RY                    3.000%  01/01/47    59
Northern Pacific RY                    3.000%  01/01/47    59
Northwest Airlines                     7.068%  01/02/16    55
Northwest Airlines                     7.360%  02/01/20    55
Northwest Airlines                     7.626%  04/01/10    46
Northwest Airlines                     7.670%  01/02/15    71
Northwest Airlines                     7.691%  04/01/17    74
Northwest Airlines                     7.875%  03/15/08    22
Northwest Airlines                     8.070%  01/02/15    29
Northwest Airlines                     8.130%  02/01/14    47
Northwest Airlines                     8.304%  09/01/10    70
Northwest Airlines                     8.700%  03/15/07    23
Northwest Airlines                     8.875%  06/01/06    22
Northwest Airlines                     9.179%  04/01/10    42
Northwest Airlines                     9.875%  03/15/07    23
Northwest Airlines                    10.000%  02/01/09    22
Northwest Airlines                    10.500%  04/01/09    24
Northwest Stl & Wir                    9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                             10.230%  12/21/12    57
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    28
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       10.630%  10/01/08    70
O'Sullivan Ind.                       13.375%  10/15/09     7
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Pegasus Satellite                     12.375%  08/01/06    26
Pegasus Satellite                     12.500%  08/01/07    30
Pen Holdings Inc.                      9.875%  06/15/08    62
Pinnacle Airline                       3.250%  02/15/25    72
Pixelworks Inc.                        1.750%  05/15/24    71
Pliant Corp.                          13.000%  06/01/10    64
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    73
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    45
Primus Telecom                         3.750%  09/15/10    36
Primus Telecom                         5.750%  02/15/07    55
Primus Telecom                         8.000%  01/15/14    56
Primus Telecom                        12.750%  10/15/09    55
Radnor Holdings                       11.000%  03/15/10    64
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    44
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     2
Salton Inc.                           12.250%  04/15/08    56
Solectron Corp.                        0.500%  02/15/34    68
Specialty Paperb.                      9.375%  10/15/06    74
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    67
Teligent Inc.                         11.500%  12/01/07     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    58
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08     5
United Air Lines                       6.831%  09/01/08    64
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    25
United Air Lines                       7.762%  10/01/05    52
United Air Lines                       7.811%  10/01/09    74
United Air Lines                       8.030%  07/01/11    62
United Air Lines                       9.000%  12/15/03    12
United Air Lines                       9.020%  04/19/12    42
United Air Lines                       9.125%  01/15/12    13
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.560%  10/19/18    42
United Air Lines                       9.750%  08/15/21    13
United Air Lines                      10.250%  07/15/21    13
United Air Lines                      10.670%  05/01/04    13
United Air Lines                      11.210%  05/01/14    12
Univ. Health Services                  0.426%  06/23/20    59
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.300%  07/15/08     8
US Air Inc.                           10.610%  06/27/07     5
US Airways Pass-                       6.820%  01/30/14    60
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    59
Werner Holdings                       10.000%  11/15/07    68
Westpoint Steven                       7.875%  06/16/08     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    65
Winstar Comm                          14.000%  10/15/05     1
WMG Holdings                           9.500%  12/15/14    71
World Access Inc.                      4.500%  10/01/02    12
World Access Inc.                     13.250%  01/15/08     6

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***