TCR_Public/050920.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, September 20, 2005, Vol. 9, No. 223

                          Headlines

1301 CP AUSTIN: Files First Amended Plan & Disclosure Statement
A&E FAMILY: Judge Curley Dismisses Chapter 11 Case
A&J AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
ABRAXAS PETROLEUM: Increase Capital Spending Budget to $32 Million
ACCIDENT & INJURY: Wants Continued Access to Cash Collateral

ACTIVANT SOLUTIONS: Completes $215-Mil Acquisition of Prophet 21
ACURA PHARMACEUTICALS: Lenders Commit $500,000 Bridge Funding
ADJUNTAS READY: Case Summary & 13 Largest Unsecured Creditors
AMHERST TECHNOLOGIES: Files Schedules of Assets and Liabilities
ANCHOR GLASS: Summary of Debtors' Statement of Financial Affairs

ANCHOR GLASS: Panel Objects to $15MM DIP Financing Provisions
ANCHOR GLASS: RTS Seeks Replacement Lien for Merchandise Delivered
ANICOM INC: Judge Sonderby Confirms Amended Plan of Liquidation
ANIXTER INC: Fitch Shaves Sr. Unsecured Debt Rating 1 Notch to BB+
ARTURO PEREZ: List of 20 Largest Unsecured Creditors

ARVINMERITOR INC: Bondholders Tender $252.5 Million of Old Notes
ASARCO LLC: Court Rules Chevron is a Merchant, Not a Utility
ASARCO LLC: Court Okays Hawley as Counsel for Coeur d'Alene Suit
ASARCO LLC: Salt River Wants Adequate Security Deposit for $8.4MM
ATA AIRLINES: Inks Tentative Labor Pact with Cockpit Crewmembers

BEARINGPOINT INC: Says Bondholder's Default Claims are Bogus
BROOKFIELD PROPERTIES: Renewing Issuer Bid for Another Year
BUEHLER FODS: Has Until October 31 to File Chapter 11 Plan
BURKHARD SCHEPER: Case Summary & 20 Largest Unsecured Creditors
CABIN JOHN: Case Summary & 20 Largest Unsecured Creditors

CANWEST GLOBAL: Subsidiary Amends Tender Offer's Purchase Price
CATHOLIC CHURCH: Professionals Directed to Make Full Disclosure
CHESAPEAKE ENERGY: Moody's Upgrades Preferred Stock Rating to B2
CHURCH & DWIGHT: Buying P&G's SpinBrush Business for $105 Million
CLEARWATER TIMBER: List of 50 Largest Unsecured Creditors

COEUR D'ALENE MINES: Nets $36 Million from Common Stock Offering
COMFORCE CORP: Chairman and CEO to Repurchase Up to 260,000 Shares
CONTRACTOR TECHNOLOGY: Files Schedules of Assets and Liabilities
CUMMINS INC: Moody's Raises Sr. Unsec. Debt Rating to Ba1 from Ba2
DANA CORP: Moody's Reviews Ba2 Corporate Family & Debt Rating

DELTA AIR: Wants Court Nod on Davis Polk Retention as Lead Counsel
DELTA AIR: Wants to Assume & Amend American Express Agreements
DELTA AIR: Fitch Places ETCs and EETCs on Rating Watch Negative
DOE RUN RESOURCES: Reports $178.98-Mil Equity Deficit at July 31
DURANGO GEORGIA: St. Marys Submits $15 Million Stalking Horse Bid

EAGLEPICHER HOLDINGS: Wants to Modify Mexican Credit Agreement
ENRON CORP: Inks Settlement Pact Resolving TPL Guaranty Claims
ENRON CORP: Wants Court Nod on BP Oil, et al., Settlement Pact
FIRST UNION: Poor Collateral Performance Cues Fitch to Junk Rating
FOAMEX INTERNATIONAL: Files for Chapter 11 Protection in Delaware

FOAMEX INTERNATIONAL: Case Summary & 25 Largest Unsec. Creditors
FORD MOTOR: CAW Members Favor Ford Canada's Tentative Labor Pact
GEO GROUP: Completes $75 Million Sr. Secured Credit Facility
GMAC COMMERCIAL: Fitch Affirms BB Rating on $12.2MM Class F Certs.
HOLLINGER INT'L: Settles Class Action Suit with Clients for $31.8M

HIGH VOLTAGE: Affiliates Must File Proofs of Claim by Sept. 30
INTERSTATE BAKERIES: Can Walk Away from 25 Real Property Leases
JAG MEDIA: Inks Non-Binding Merger LOI with Cryptometrics
JERRY HUGGINS: Case Summary & 11 Largest Unsecured Creditors
JILLIAN'S ENT: Court Okays Partnership Interest Sale to Tango

KAISER GROUP: Reaches Agreement in Principle to Settle Class Claim
KI HOLDINGS: Moody's Reviews $203 Million Notes' Junk Rating
KOPPERS INC: Moody's Reviews B2 Senior Secured Notes Rating
MAGRUDER COLOR: Walks Away from 19 Contracts & Leases
MAGRUDER COLOR: Wants Exclusive Period Extended to December 29

MAGRUDER COLOR: Wants to Retain Daley-Hodkin Corp. as Auctioneer
MEDCO HEALTH: Moody's Rates $500 Million Credit Facility at Ba1
MEDICALCV INC: Balance Sheet Upside-Down by $14 Mil at July 31
MEI LLC: Andrew D. Thomas Approved as Local Counsel
MEI LLC: Has Until Nov. 30 to Make Lease-Related Decisions

MEI LLC: MAK Energy Wants Case Converted or Dismissed
NBTY INC: Prices $200 Million 7-1/8% Sr. Sub. Debt Offering
NEW VISUAL CORP: Losses & Deficit Trigger Going Concern Doubt
NORTHWEST AIRLINES: Nasdaq Common Stock Trading Halts on Sept. 26
NORTHWEST AIRLINES: Fitch Places EETCs on Rating Watch Negative

PACIFIC KAAFA: Voluntary Chapter 11 Case Summary
PATHMARK STORES: Posts $5.1 Million Net Loss in Second Quarter
PAUL DAPONTES: Case Summary & List of 18 Unsecured Creditors
POLARIS NETWORKS: Wants More Time to Draft Consensual Plan
POLYAIR INTER: Lenders Extend Loan Agreement Until Feb. 28

PORTRAIT CORP: Barry Feld to Resign as CEO, Chairman & President
PREMIER AUTOMAX: Case Summary & 8 Largest Unsecured Creditors
PROXIM CORP: Wants to Assume & Assign Sublease to Terabeam
RED TAIL: Voluntary Chapter 11 Case Summary
ROGERS COMMS: Pricing Tender Offer for 10.625% Senior Sec. Notes

RUFUS INC: Creditors Have Until Nov. 16 to File Proofs of Claim
RUFUS INC: Court OKs Logan and Company as Claims & Noticing Agent
RUSH RODEO: List of 12 Largest Unsecured Creditors
RUSSELL-STANLEY: Creditors' Proofs of Claims Are Due By Sept. 23
S-TRAN HOLDINGS: Argues Chapter 7 Not in Creditors Best Interests

S-TRAN HOLDINGS: Wants Taylor & Martin to Auction Motor Vehicles
S-TRAN HOLDINGS: Wants to Employ BDO Seidman as Tax Advisor
SAINT VINCENTS: Says No to Paying Nurses' Pension & Benefit Claims
SAINT VINCENTS: Settles Utility Dispute with NewEnergy
SAMSONITE CORP: Equity Deficit Narrows to $38.22 Mil at July 31

SCHOTT ALARM: List of 14 Largest Unsecured Creditors
SCOTT DESERT: Files Schedules of Assets and Liabilities
SCOTT DESERT: List of 3 Largest Unsecured Creditors
SCOTT DESERT: U.S. Trustee Unable to Organize Committee
SELECT MEDICAL: Inks Private Offering for $175 Mil. of Sr. Notes

SOLUTIA INC: U.S. Labor Unions Okay New Collective Labor Pacts
SR TELECOM: To Appeal Nasdaq Delisting Notice
TIMKEN CO: Inks New Four-Year Labor Pact with Steelworkers
TRANSITIONS BOOKPLACE: Case Summary & 20 Largest Unsec. Creditors
TRIM TRENDS: Wants Plan-Filing Period Stretched to Dec. 14

UAL CORP: IRS Seeks $114 Million in Back Taxes
UAL CORP: Wants Court to Approve GECAS Sale/Leaseback Deal
UNISYS CORP: Bondholders Tender $339.8 Million of 8-1/8% Notes
USGEN NEW ENGLAND: Wants Court to Nix Carlile Enterprises' Claim
VIDEOCOM SATELLITE: Voluntary Chapter 11 Case Summary

VIDEOTRON LTEE: Closes $175 Million Senior Debt Offering
WESTERN WATER: Wants to Sell Assets to Colorado Water for $14.3MM
WORLDCOM INC: Court Approves $702,755 Platinum Settlement Pact
WORLDCOM INC: Court Orders $1.6 MM Funds Deposited Into Account
XYBERNAUT CORP: Panel Taps Linowes and Blocher as Local Counsel

XYBERNAUT CORP: Panel Taps Parente Randolph as Financial Advisors
YUKOS OIL: Gets Moscow Court Nod to Decrease Claim to RUB388-Bil.
YUKOS OIL: Moscow Ct. Rejects Yukos' Call to Freeze 76.79% Shares

* Large Companies with Insolvent Balance Sheets

                          *********

1301 CP AUSTIN: Files First Amended Plan & Disclosure Statement
---------------------------------------------------------------
1301 CP Austin, Ltd. filed an Amended Plan of Reorganization and
an accompanying Disclosure Statement explaining the Amended Plan
in the U.S. Bankruptcy Court for the Western District of Texas on
Sept. 12, 2005.

                          Asset Sale

The Debtor tells the court that it intends to sell its assets
through an open auction process and complete an orderly chapter 11
liquidation.  The Debtor's assets consists of:

    * real property;
    * improvements;
    * buildings;
    * attachments;
    * fixtures and appurtances; and
    * all personal property.

The Debtor discloses that Newco -- tentatively to be named
Crossing Place Austin L.P. -- has submitted a Term Sheet outlining
an Offer to buy all assets of the Debtor.  Newco has agreed to
purchase the assets for $17.5 million, the Debtor says.

The Debtor tells the court that $15.9 million of the purchase
price covers payment for all the assets of the estate while the
remaining $1.6 million covers payment for the tenant-leased
furniture from MA Furniture.  Under the Plan, only the amount
allocated for assets of the estate will be distributed to
creditors.

                    Treatment of Claims

Secured Tax Claims is the only Unimpaired Claim, totaling
approximately $370,560, which will be paid in full.

Impaired Claims consist of:

    1) Secured Claim of the U.S. Dept. of Housing and Urban
       Development, totaling approximately $31,163,626.  The
       Debtor tells the Court that the value of HUD's collateral
       is estimated at $17,500,000.  The HUD Claim will be paid in
       full after payment of:

         * Secured Tax Claim; and
         * General Unsecured Claims.

       The Debtor further says that should the proceeds of the
       Asset sale be insufficient to pay the HUD Claim in
       full, the remaining balance will become a Deficiency Claim
       of HUD.

    2) General Unsecured Claims, totaling approximately $117,000,
       will receive 90% of their allowed claims.

The plan delivers nothing to:

    * Deficiency Claim of HUD;
    * Subordinated Unsecured Claims of Insiders; and
    * Equity Interest Holders.

The Court has scheduled a confirmation hearing on Oct. 24, 2005,
at 1:30 p.m., in Austin, Tex.

Headquartered in West Palm Beach, Florida, 1301 CP Austin, Ltd. --
http://www.thecrossingplace.com/-- owns and operates several  
apartments located in Texas and Michigan.  The Company filed for
chapter 11 protection on May 12, 2005 (Bankr. W.D. Tex. Case No.
05-12719).  Stephen A. Roberts, Esq., and Duane Brescia, Esq., at
Strasburger & Price, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of $10 million to $50
million.


A&E FAMILY: Judge Curley Dismisses Chapter 11 Case
--------------------------------------------------
The Hon. Sarah Sharer Curley of the U.S. Bankruptcy Court for the
District of Arizona dismissed A&E Family Investment, LLC's chapter
11 case on Sept. 16, 2005.  

Judge Curley dismissed the case because the Debtor failed to file
a list of creditors in the proper format as required by Local
Bankruptcy Rule 1007-1.

Judge Curley also ordered that the Court won't consider a motion
for reinstatement of the case unless all fees are paid in full and
all required documents are filed.

Headquartered in Paradise Valley, Arizona, A&E Family Investment
filed for chapter 11 protection on Aug. 31, 2005 (Bankr. D. Ariz.
Case No. 05-16331).  Lyndon B. Steimel, Esq., at the Law Office of
Lyndon B. Steimel, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $1 million to $10 million.


A&J AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A&J Automotive Group, Inc.
        dba DJ Foreign Automotive Sales
        1460 South Missouri Avenue
        Clearwater, Florida 33756    

Bankruptcy Case No.: 05-18965

Type of Business: The Debtor is a used motor vehicle dealer.

Chapter 11 Petition Date: September 19, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Daniel J. Herman, Esq.
                  Pecarek & Herman, Chartered
                  200 Clearwater Largo Road, South, Suite 1
                  Largo, Florida 33770
                  Tel: (727) 584-8161
                  Fax: (727) 586-5813

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Joan L. Fitterling                                    $1,300,000
358 Bahia Vista Drive
Indian Rocks Beach, FL 33785

Progress Energy               Additional lighting       $220,000
P.O. Box 33199                contract
St. Petersburg, FL 33733-8199

American Express              Acct:                      $50,000
P.O. Box 7863                 xxxxxxxxxxxz1003                                 
Fort Lauderdale, FL           Acct:
33329-7804                    xxxxxxxxxx1001

St. Petersburg Times                                     $50,000
490 1st Avenue South
St. Petersburg, FL 33701

World Pac                                                $20,000

Advanta Platinum Business                                $15,000
Card


American Express              Act:                       $15,000
                              xxxxxxxxxxx1000
                              Acct:
                              xxxxxxxxxxx1018

ASE Platinum                                             $12,500

Aetna US Healthcare                                      $10,000

Kotakis Auto Body                                        $10,000

Compass Bank/Commercial                                   $7,500
Billing

Federal Express                                           $6,000
Revenue Services

Dailey & Tsagaris                                         $5,000

Joseph Tomacic                                            $5,000

Bobby's Transport                                         $4,500

Car Quest                                                 $4,000

Kelly Blue Book                                           $3,000

Nextel Communications                                     $3,000

Wurth USA, Inc.                                           $3,000    

AT&T                                                      $2,500


ABRAXAS PETROLEUM: Increase Capital Spending Budget to $32 Million
------------------------------------------------------------------
Abraxas Petroleum Corporation's (AMEX:ABP) Board of Directors
approved an expanded capital expenditure budget of $32 million for
2005 and provided an operational update.

The $10 million increase over the initial capital expenditure
budget of $22 million will be allocated predominantly to Wyoming
and the Oates SW Field area in West Texas and will be funded out
of cash flow and availability under the Company's credit facility.

The Company's operational results have positively impacted our
total net production, which currently exceeds 21.5 MMcfepd and
represents a 41% increase over 2nd quarter average.

In the Oates SW Field area, the La Escalera #2 is cleaning up
after a frac treatment, following delays in obtaining service
equipment.  In addition, re-entry operations have commenced on an
initial Woodford test on the recently acquired Hudgins Ranch.

In Brooks Draw, Wyoming, the Red Tail Hawk #1, reached a total
depth of 9,130' and production casing was set after encountering
encouraging oil shows in multiple zones.  The Prairie Falcon #2
and the Red Tail Hawk #1 currently await completion equipment.  
The Bald Eagle #1 is drilling below 5,800'.  Abraxas owns a 100%
working interest in all five of the abovementioned wells.

"We are extremely pleased that our current net production exceeds
our exit rate guidance for the year, and we have several wells
currently awaiting completion.  Even though we continue to find
ourselves in a tightening environment in terms of available rigs
and related services, we are optimistic about our ability to
achieve our expanded $32 million capital program.  As these wells
are successfully completed, we anticipate a continually growing
production profile throughout 2005 and into 2006", commented Bob
Watson, President and CEO.

In connection with the appointment of Paul A. Powell, Jr., to
Abraxas' Board of Directors, 45,000 options have been awarded to
Mr. Powell at a price of $4.59 per share.

Abraxas Petroleum Corporation is a San Antonio based crude oil and  
natural gas exploitation and production company with operations in  
Texas and Wyoming.

As of June 30, 2005, Abraxas Petroleum's equity deficit narrowed  
to $43,244,000 from a $53,464,000 deficit at Dec. 31, 2004.


ACCIDENT & INJURY: Wants Continued Access to Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, previously entered an order allowing Accident &
Injury Pain Centers, Inc., and its debtor-affiliates to use
Comerica Bank and Northeast National Bank's cash collateral until
Sept. 30, 2005.

The Debtors now ask the Court to extend their access to the
lenders' cash collateral until November 30, 2005.

Without continued access to the encumbered cash, the Debtors won't
be able to stabilize their operations and pay their employees.

Comerica Bank asserts a first priority lien on Accident & Injury's
accounts receivable, pledged to secure repayment of a $2.2 million
line of credit.  Comerica also asserts a first priority lien on
equipment securing repayment of $718,000 of equipment loans.  

The Debtors believe that the Banks won't balk at their request.  
To provide the lenders with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of their
collateral, the Debtors proposes to grant Comerica and Northeast
replacement liens to the same extent, validity and priority as the
prepetition lien.

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)
after the U.S. District Court for the Northern District of Texas
ruled against them in the civil suit commenced by Allstate
Insurance Company, et al.  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.


ACTIVANT SOLUTIONS: Completes $215-Mil Acquisition of Prophet 21
----------------------------------------------------------------
Activant Solutions Inc(TM) has completed its acquisition of
Prophet 21(R) Inc. and is moving forward with the integration of
the two companies.  With the addition of Prophet 21, Activant
solidifies its position as a leading technology provider to the
wholesale distribution segment.  Activant is a premier business
management solutions provider to the wholesale distribution,
hardware and home center, automotive aftermarket and lumber and
building materials vertical markets serving over 23,000 customer
locations.  Company contact information will remain the same, and
Prophet 21's offices will remain open and fully operational.

As reported in the Troubled Company Reporter on Aug. 22, 2005, the
aggregate purchase price is approximately $215 million, subject to
certain adjustments.

                        About Prophet 21

Prophet 21, Inc. -- http://www.p21.com/-- develops technology
solutions and services for the wholesale distribution vertical
market that are designed to help distributors increase sales,
improve customer service, and reduce operating costs.  Founded in
1967, Prophet 21 continues to expand and enhance both its products
and customer base.  Prophet 21 CommerceCenter - the popular
enterprise software solution for distributors - combines the power
of SQL Server and the familiarity of the Windows(R) operating
system in a solution designed especially for distributors.
Trading Partner Connect, a leading Internet trading network for
distributors, expedites sourcing, expands geographic reach, and
streamlines transactions between distributors and manufacturers.
Prophet 21 Professional Services include support, consulting, and
educational programs designed to give distributors the maximum
return on their technology investment.

                    About Activant Solutions

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Moody's Investors Service has placed these ratings of the Activant
Solutions Inc. under review for possible downgrade.  

   * B2 rating on $120 million senior unsecured notes, due 2010

   * B2 rating on $157 million (face value) senior unsecured notes
     due 2011; and

   * B1 Corporate Family Rating

As reported in the Troubled Company Reporter on Mar. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B+' debt rating
to Austin, Texas-based Activant Solutions Inc.'s proposed
$120 million senior unsecured floating rate notes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and senior unsecured debt ratings.

The proposed floating rate notes are rated the same as the
corporate credit rating, because of the minimal amount of secured
debt, a $15 million revolving credit facility, in the capital
structure.  Proceeds from the proposed floating rate notes will
primarily be used to fund the acquisition of Speedware
Corporation, which was announced in January 2005.  S&P says the
outlook is stable.


ACURA PHARMACEUTICALS: Lenders Commit $500,000 Bridge Funding
-------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTCBB:ACUR) secured $500,000 under a
term Loan Agreement with:

   * Essex Woodlands Health Ventures V, L.P.,
   * Care Capital Investments II, L.P.,
   * Care Capital Offshore Investments II,L.P.,
   * Galen Partners III, L.P.,
   * Galen Partners International III, L.P., and
   * Galen Employee Fund III, L.P.

The Loan, is secured by a lien on all assets of the Company and
its subsidiaries (senior to all other Company debt), bears an
annual interest rate of 10% and matures June 1, 2006.  This
funding will allow the Company to continue pursuing collaboration
agreements with strategically focused pharmaceutical company
partners for the development and commercialization of products
incorporating the Company's proprietary abuse deterrent technology
and to seek more permanent funding from third parties.

                     Bankruptcy Warning

The Company estimates that its current cash reserves, including
the net proceeds from the Loan, will fund continued development of
the Aversion Technology and related operating expenses through
October 2005.  To continue operating, the Company must raise
additional financing or enter into appropriate collaboration
agreements with third parties providing for cash payments to the
Company.  No assurance can be given that the Company will be
successful in obtaining any such financing or in securing
collaborative agreements with third parties on acceptable terms,
if at all, or if secured, that such financing or collaborative
agreements will provide for payments to the Company sufficient to
continue funding operations.  In the absence of the financing or
third-party collaborative agreements, the Company will be required
to scale back or terminate operations and/or seek protection under
applicable bankruptcy laws.

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--    
together with its subsidiaries, is an emerging pharmaceutical  
technology development company specializing in proprietary opioid  
abuse deterrent formulation technology.  

At June 30, 2005, Acura Pharmaceuticals' balance sheet showed a  
$3,569,000 stockholders' deficit, compared to a $1,085,000 deficit  
at Dec. 31, 2004.


ADJUNTAS READY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Adjuntas Ready Mix, Inc.
             Carr. 123 Km. 35.8
             Bo. Garzas #56
             Adjuntas, Puerto Rico 00601

Bankruptcy Case No.: 05-08920

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Felix Arias Carbonell & Janet Guzman Lopez       05-08906
Bloques Adjuntas, Inc.                           05-08923

Type of Business: The Debtor is a cement manufacturer and
                  distributor.

Chapter 11 Petition Date: September 16, 2005

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Jose Raul Cancio Bigas, Esq.
                  134 Mayaguez Street
                  Hato Rey, Puerto Rico 00919
                  Tel: (787) 763-1940

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Adjuntas Ready Mix, Inc.      $1 Million to      $1 Million to
                              $10 Million        $10 Million

   
Felix Arias Carbonell &       $1 Million to      $1 Million to
Janet Guzman Lopez            $10 Million        $10 Million

Bloques Adjuntas, Inc.        $1 Million to      $1 Million to
                              $10 Million        $10 Million

A. Adjuntas Ready Mix, Inc.'s 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Antilles Cement Corp.         Supplies                  $160,000
P.O. Box 192261
San Juan, PR 00919

Puerto Rican Cement           Supplies                  $375,000
P.O. Box 364487
San Juan, PR O0936-4487

American Petroleum Co.        Supplies                   $11,500
P.O. Box 2529
Toa Baja, PR 00951-2663

B. Felix Arias Carbonell & Janet Guzman Lopez's 8 Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Glidden Co., Inc.         Supplies                   $65,000
c/o LCDO, Pedro V.
Pedrosa Gonzalez
58 Esteban Padilla Street
Bayamon, PR 00959

Ford Motor Credit             1999 Loan (Purchase of     $30,075
c/o LCDO, Jaime Ruiz Saldana  motor vehicle)
P.O. Box 364189
San Juan, PR 00936-4189

Sherwin Williams              Judgment entered on        $28,859
c/o LCDO,                     (Case No. CD 03-0608)
Efrain Gonzalez Ortiz
Banco Cooperativo Plaza
623 Ponce De Leon Avenue,
Suite 605-B
San Juan, PR 00917-4820

Professional Research and     Loan (Banco Santander)     $27,202
Community Services, Inc.

C.A.A. Inc.                   Services (PRTC)            $22,858

Popular Auto                  Loan                        $5,239

CRESCA Corp.                  Loan                        $3,087

Verizon Wireless              March 2003 services         $1,968

C. Bloques Adjuntas, Inc.'s 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Puerto Rican Cement           Supplies                  $375,000
P.O. Box 364487
San Juan, PR 00936-4487

American Petroleum Co.        Supplies                   $11,500
P.O. Box 2529
Toa Baja, PR 00951-2663


AMHERST TECHNOLOGIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Amherst Technologies, LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of New
Hampshire, disclosing:


    Name of Schedule              Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property              
  B. Personal Property                               
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $39,365,736                
     Secured Claims                              
  E. Creditors Holding                               
     Unsecured Priority Claims
  F. Creditors Holding                              
     Unsecured Nonpriority
     Claims
                                -----------      -----------
     Total                               $0      $39,365,736

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class  
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., at Nixon Peabody LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they estimated assets and debts of $10 million to
$50 million.


ANCHOR GLASS: Summary of Debtors' Statement of Financial Affairs
----------------------------------------------------------------
Mark S. Burgess, chief executive officer of Anchor Glass Container
Corporation, reports that during the two years immediately
preceding the calendar year up to the Petition Date, the Debtor
earned income from the operation of its business:

           Period                                 Amount
           ------                                 ------
           01/01/05 - 08/07/05              $444,996,000
           Fiscal Year Ended 12/31/04        746,858,000
           Fiscal Year Ended 12/31/03        709,943,000

Anchor Glass also earned revenues from sources other than from
the operation of its business during the two years immediately
preceding the Petition Date:

           Period                                 Amount
           ------                                 ------
           01/01/05 - 08/07/05                $3,370,000
           Fiscal Year ended 12/31/04          3,576,000
           Fiscal Year ended 12/31/03            400,000

Within 90 days preceding its bankruptcy filing, Anchor Glass made
payments, on loans, installment purchases of goods or services
and other debts to various creditors, including:

      Creditor                                    Amount
      --------                                    ------
      American Electric Power                 $1,866,181
      Anthem Blue Cross Blue Shield            6,826,490
      BL Intermodal LLC                        1,445,872
      BP Energy Company                        2,132,399
      Buske Distribution Services              1,355,883
      Centerpoint Energy Services, Inc.        1,720,584
      City of Warner Robins                    3,167,931
      FMC Wyoming Corporation                  1,783,829
      Geary Energy, LLC                        1,489,386
      General Electric                         1,226,819
      Georgia Power Company                    1,033,767
      GMP and Employers Pension Plan           1,580,066
      International Paper                      1,327,542
      Jacksonville Electric Authority          1,134,715
      Major Transport                          1,189,525
      Modern Transportation                    1,147,489
      Noble Energy Marketing, Inc.             5,160,638
      Northern States Power Company            1,208,872
      OCI Chemical Corporation                 9,556,686
      Packaging Dimensions, Inc.               1,603,308
      Pepco Energy Services, Inc.              1,094,884
      Refco LLC                                2,017,690
      RTS Packaging LLC                        1,015,960
      South Jersey Gas Company                 3,575,473
      Strategic Materials, Inc.                1,102,893
      Swift Transportation Company, Inc.       1,281,537
      Temple-Inland                            2,797,426
      The Vanguard Group                       2,714,039
      UGI Energy Services, Inc.                2,455,215
      Ultra Logistics                          4,587,034
      Unimin Corporation                       3,504,918

Within one year immediately preceding the Petition Date, Anchor
Glass made payments to or for the benefit of creditors who  
are or were insiders, including:

           Insider                                Amount
           -------                                ------
           Asen, Joel                            $69,500
           Burgess, Mark                         210,195
           Campbell, Darrin                      326,173
           Chapman, James                        194,441
           Deneau, Richard                       275,086
           Erb, Roger                            179,078
           Kabaker, Richard                      166,207
           Kerrigan, Stephen                      79,582
           Price, Timothy                          6,250
           Reno, Peter                           241,064
           Schumacher, Alan                      202,390

Anchor Glass was a party, within one year immediately preceding
the bankruptcy filing, to 26 lawsuits and administrative
proceedings.  Sixteen cases are pending while the Debtor has
settled six.  Others are withdrawn, consolidated or closed.

The Debtor paid four firms, which it retained for consultation
concerning debt consolidation, relief under the bankruptcy law or
preparation of a petition in bankruptcy within one year
immediately preceding the Petition Date:

     Cahill Gordon & Reindel                  $50,000
     Carlton Fields                          $300,000
     Houlihan Lokey Howard & Zukin           $150,000
     Akin Gump Strauss Hauer & Feld LLP      $100,000

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


ANCHOR GLASS: Panel Objects to $15MM DIP Financing Provisions  
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation disputes the cross-collateralization
provisions contemplated in the $15 million interim financing
agreement between the Debtor and Wells Fargo Bank, N.A.

As reported in the Troubled Company Reporter, Anchor Glass
Container Corporation obtained permission from the U.S. Bankruptcy
Court for the Middle District of Florida to access postpetition
advances and other financial accommodations on an interim basis
from Well Fargo Bank.

The Committee also objects to the Wells Fargo Financing to the
extent it purports to grant superpriority liens for the benefit
of prepetition obligations.  The Committee objects to the over-
extensive grant of a superpriority status to Wells Fargo for any
amounts beyond that are actually needed to operate, pending
approval of a permanent postpetition financing.

To the extent that any superpriority administrative expense claim
is granted, the Committee insists it should share pari passu with
the Debtor's trade vendors selling on credit.

The Committee also disputes the provision that permits Wells
Fargo and the Purchasers to have a lien on avoidance actions.  
Marcy E. Kurtz, Esq., at Bracewell & Guiliani LLP, in Dallas,
Texas, explains that the causes of action may be the only method
of recovery for unsecured creditors in the event that the estate
is or becomes administratively insolvent.  The causes of action
are simply not assignable.

Additionally, the granting of liens on avoidance action
recoveries is extraordinary relief that may not be approved by
the Court absent compelling circumstances.  The Debtor has failed
to show any compelling circumstances that would support the
granting of the liens.

The Debtor has not shown that the financing is necessary under
Section 364(c) or (d) of the Bankruptcy Code, Ms. Kurtz says.  
The Debtor also has not shown that the Wells Fargo Financing is
the best deal available.  The Debtor has not identified any third
party or non-insider purchasers that it solicited for alternate
interim financing on any terms.

Given Wells Fargo's insider status, the Debtor has not shown that
negotiations were at arm's-length Ms. Kurtz points out.  The
Debtor should show that even if the credit is necessary, the
superpriority concessions, covenants, releases, fees and
indemnification provisions contained in the Wells Fargo Financing
were obtained fairly.

The Committee also believes that the $500,000 professional carve
out is unrealistically low and illusory.  The exclusions on the
list of excluded professional fees from the carve out are too
broad.

The Committee complains of the manner in which the carve out is
proposed to be paid.  By adding the "carve out" to the principal
amount of the Purchaser Obligations, and by providing that the
carve out will not be deemed to subordinate the Agent's and
Purchasers' liens to any other postpetition lien, the carve out
provision has done nothing more than to create an addition to the
Purchaser Obligation on which the Debtor will have to pay
interest, which may increase any Commitment Fees or prepayment
fees and which will not have priority over the Agent or the
Noteholders.

The carve out provision also risks double dipping by the Agent
and the Purchasers.

The Committee objects to any of the Debtor's releases of Wells
Fargo and the Noteholders to the extent the releases are binding
on the Committee.  The Committee finds the proposed releases as
being overly broad and against the best interest of the estate.

The Committee also finds the proposed Maturity Date 45 days too
short, and interest rates contained in the Term Sheet
unreasonably high.

The Committee further finds the default triggers are unduly broad
and overreaching.  They also place the Debtor, the Committee and
the Court in a Catch-22 position in which the parties cannot
satisfactorily fulfill their respective fiduciary and legal
duties to the estate without risking the loss of the Debtor's
reorganization, and put the Agent and the insider Purchasers in a
dictatorial position -- a creditor with veto power -- over the
future of the case and any plan proposed by the Debtor.

The Committee also objects to any provision that would prevent
the Debtor or any other party-in-interest from pursuing
alternative interim or permanent postpetition financing.

The Court extends the Interim Financing Order and reschedules the
Final Hearing to consider the Debtor's request to September 27,
2005, at 2:00 p.m.

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

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

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: RTS Seeks Replacement Lien for Merchandise Delivered
------------------------------------------------------------------
RTS Packaging LLC, a seller of cardboard partitions to Anchor
Glass Container Corp., asks the U.S. Bankruptcy Court for the
Middle District of Florida to affirm its right to reclamation and
grant a replacement lien with respect to certain goods ordered by
the Debtor.  Alternatively, RTS asks the Court to direct the
Debtor to immediately pay $160,304 as an expense of administration
to RTS.

Ron C. Bingham, Esq., at Thompson, O'Brien, Kemp & Nasuti, PC, in
Norcross, Georgia, informs the Court that before the Petition
Date, the Debtor ordered from RTS certain goods and merchandise
totaling $160,304.

Mr. Bingham contends that RTS did not know of the Debtor's
insolvency when RTS shipped the Goods to the Debtor.  RTS
demanded reclamation of the Goods.  However, despite the demand,
the Debtor has failed or has refused to return the RTS Goods and
RTS also did not receive any payment.

Mr. Bingham argues that, under Section 2-702 of the Uniform
Commercial Code, as adopted by the State of Florida, RTS is
entitled to reclaim any RTS Goods in the Debtor's possession.  
Under the U.C.C., RTS is also entitled to a replacement lien or
an administrative expense claim for the price of the RTS Goods,
which the Debtor sold or disposed of and which cannot be
accounted for.

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


ANICOM INC: Judge Sonderby Confirms Amended Plan of Liquidation
---------------------------------------------------------------          
The Honorable Susan Pierson Sonderby of the U. S. Bankruptcy Court
for the Northern District of Illinois confirmed the Amended Plan
of Orderly Liquidation filed by the Official Committee of
Unsecured Creditors of Anicom, Inc., and its debtor-affiliate, TW
Communications Corp.  Judge Sonderby confirmed the Amended Plan on
Sept. 14, 2005.

                    Treatment of Claims
                    and Summary of Plan

As previously reported in the Troubled Company Reporter on Aug.
25, 2005, the Class 1 Lenders' Claim, which is estimated at $12.9
million, consists of the claim held by the agent and the lenders
under the Lender's Credit Facility and Cash Collateral Order.  

On the Effective Date, the agent will be entitled to continue to:

  (i) collect and liquidate the Lenders' collateral; and

(ii) receive periodic cash payments representing the portion of
      the preference recoveries allocable to the Lenders pursuant
      to a joint recovery agreement, with the proceeds to be
      applied against the Lender's Claim.

General unsecured creditors, holding an aggregate of $48.5 million
in allowed claims, will receive their pro rata share of available
cash on the Effective Date.  The Committee estimates that each
holder of an allowed unsecured claim will receive a 23.86% cash
distribution under the Plan.

Penalty claimholders, holding an aggregate of $36 million of
allowed claims, will not receive anything under the Plan.  Equity
interests will be cancelled on the Effective Date.

The Plan will be funded by all of the Debtors' assets not
comprising the Lenders' collateral, including D&O recoveries,
preference recoveries, and the PwC recoveries allocable to the
estate.  

Initial distributions will be made on the Effective Date.  The
Plan contemplates periodic supplemental distributions to holders
of allowed claims as funds become available.

On the Effective Date, the Plan Administrator, William A. Brandt,
Jr., of Development Specialists, Inc., will serve in this capacity
until his resignation or discharge in accordance with the Plan and
the Plan Administration Agreement.

Judge Sonderby orders that:

   1) on the Effective Date, all property of TW Communications
      will be merged with the property of Anicom Inc., all
      obligations of TW Communications will deemed one obligation
      of Anicom and each claim filed against TW will be deemed a
      single claim against Anicom;

   2) on the Effective Date, the members of the board of directors
      of TW Communications will be deemed to have resigned, TW
      will be merged with Anicom Inc., and the chapter 11 case of
      TW will be closed, and all proceedings commenced in TW's
      chapter 11 case will be brought or commenced in Anicom's
      chapter 11 case;

   3) pursuant to Section 1145 of the Bankruptcy Code, the
      issuance of any securities under the Plan, including one
      share of new Anicom common stock, $0.01 per value per share,
      to be issued to the Plan Administrator pursuant to Section
      5.6 of the Plan will be exempt from the registration
      requirements of Section 5 of the Securities Act and any
      federal, state and local laws requiring the registration of
      licensing of an issuer, underwriter, broker or dealer of
      securities;

   4) the property of the Estates will not be revested in the
      Debtors on or after the Effective Date, but will remain
      property of the Estates until distributed to Holders of
      Allowed Claims in accordance with the provisions of the
      confirmed Plan, the Plan Administrator Agreement and the
      Court's Confirmation Order; and

   5) the Court's confirmation order will not be subject to any
      stay pursuant to Bankruptcy Rule 3020(e) and the order's
      provisions are non-severable and mutually dependent.

A full-text copy of the Debtors' Plan and Disclosure Statement
filed by the Creditors' Committee is available for a fee at:

     http://www.researcharchives.com/bin/download?id=050824041058

Headquartered in Rosemont, Illinois, Anicom, Inc., and TW
Communications Corp., filed for chapter 11 protection on Jan. 5,
2001 (Bankr. N.D. Ill. Case No. 01-00485).  Gary R. Underwood,
Esq., in St. Louis, Missouri, Harold P. Margulies, Esq., in Los
Angeles, California, and John R. Weiss, Esq., at Katten Muchin
Rosenman LLP, represent the Debtors in their bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they listed $348.4 million in total assets and $206.1
million in total debts.  The Court confirmed the Amended
Liquidation Plan filed by the Unsecured Creditors Committee on
Sept. 14, 2005.


ANIXTER INC: Fitch Shaves Sr. Unsecured Debt Rating 1 Notch to BB+
------------------------------------------------------------------
Fitch Ratings has lowered Anixter Inc.'s senior unsecured debt to
'BB+' from 'BBB-' and Anixter International Inc.'s approximately
$150 million accreted value of 3.25% zero coupon convertible
senior notes due 2033 to 'BB-' from 'BB+'.  Fitch has also
assigned a 'BB+' rating to Anixter's bank credit facility.  The
Rating Outlook is Stable.  Approximately $485 million of debt is
affected by Fitch's action.

The downgrade reflects the special dividend announcement and
Fitch's belief that this transaction, Anixter's second special
dividend in the past two years, represents management's increased
comfort with both shareholder-friendly actions and higher debt
levels.  On Sept. 15, 2005, Anixter's Board of Directors declared
the payment of a special dividend of $4.00 per common share, or
approximately $150 million.  

The special dividend is payable on Oct. 31, 2005, to shareholders
of record on Oct. 14, 2005.  Fitch expects this special dividend
payment will be primarily debt-financed and result in Anixter
having less financial flexibility and credit metrics not
reflective of an investment grade company.  While near-term
liquidity will be strained, the Stable Rating Outlook reflects
Fitch's expectation that Anixter will reduce all-time high debt
levels from ongoing modest free cash flow, even with revenue
growth approaching 10%.

Rating concerns center on the thin operating margins associated
with the distribution industry, ongoing pricing pressures in
certain markets related to industry wide excess capacity, and
significant working capital investments necessary to reach longer
term growth targets.  In addition, Fitch believes integration and
execution risks remain for the company to make recent acquisitions
successful.  Positively, Anixter's ratings continue to be
supported by the company's leading market position, diverse
portfolio of products and customers, significant scope and global
reach, and the information technology distributors' working
capital operating model, where the company can generate cash from
working capital during a downturn or at mid-single-digit growth
rates.

Pro forma the payment of the special dividend, which Fitch expects
will be primarily debt-financed, and completion of the Infast
Group plc acquisition in the current quarter, Anixter's liquidity
is sufficient to meet near-term debt obligations despite
significantly reduced cash levels for the near term.  Nonetheless,
Fitch expects Anixter to generate cash mostly from working capital
during the second half of 2005, due to seasonally lower sales
growth.

While Fitch expects the company to access various non-U.S. credit
facilities to fund these aforementioned transactions, liquidity
continues to be supported by a $225 million accounts receivable
securitization program expiring Sept. 30, 2005 (of which
approximately $110 million was outstanding), and $275 million
five-year senior unsecured revolving credit facility expiring June
18, 2009 (of which, due to financial covenants, approximately $188
million was permitted to be borrowed as of July 1, 2005).

As a result, Fitch estimates pro forma total debt-to-operating
EBITDA will exceed 3.0 times (x), a historical high for the
company, while leverage adjusted for rental expense may exceed
4.0x. Although Fitch expects these metrics to improve over the
intermediate term from a combination of debt reduction and higher
profitability, mainly due to the integration of Infast and
continued growth of Anixter's OEM fasteners business, management's
actions indicate that the company is comfortable operating at pro
forma metrics.  Any further shareholder-friendly transactions or
significant debt-financed acquisitions could result in further
negative rating actions.

Total debt at July 1, 2005, was approximately $485 million and
consisted primarily of Anixter's $200 million 6% senior unsecured
notes due 2015, Anixter International's approximately $150 million
accreted value of 3.25% zero coupon convertible senior notes due
2033, and the aforementioned borrowings under Anixter's accounts
receivable securitization program and credit facilities.  The
Holding Company's zero coupon convertible senior notes are not
guaranteed by Anixter and are structurally subordinated to
Anixter's debt.


ARTURO PEREZ: List of 20 Largest Unsecured Creditors
----------------------------------------------------
Arturo & Josefina Perez, d/b/a Beach House Grill, released a list
of its 20 Largest Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    SBA                                            $428,000
    10737 Gateway West, Suite 320
    El Paso, TX 79935

    Wells Fargo Bank                                $48,851
    Department 757
    Denver, CO 80271-0757

    Wells Fargo Bank                                $44,329
    Department 757
    Denver, CO  80271-0757

    Arturo Medina                                   $40,000

    Aviva Life Insurance                            $36,100

    Wells Fargo Bank                                $29,995

    Bank One                                        $25,000

    Espe Frey                                       $25,000

    Internal Revenue Service                        $24,877

    Capital One Bank                                $18,670

    El Paso Employee's Federal Credit Union         $17,544

    Wells Fargo                                     $15,717

    Angelina Granados                               $15,000

    MBNA America                                    $14,870

    Wells Fargo                                     $14,386

    GECU                                            $12,500

    Capital Savings Bank                            $11,532

    Bank One Visa-Chase                             $10,910

    Isela Briones                                   $10,000

    Texas Gas Service                                $7,000

Headquartered in El Paso, Texas, Arturo & Josefina Perez, d/b/a
Beach House Grill, filed for chapter 11 protection on Aug. 23,
2005 (Bankr. W.D. Tex. Case No. 05-31968).  Sidney J. Diamond,
Esq., at Sidney J. Diamond, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts between $1
million to $10 million.


ARVINMERITOR INC: Bondholders Tender $252.5 Million of Old Notes
----------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) disclosed the expiration of the
early participation period in connection with its offer to
exchange a new series of Senior Notes due Sept. 15, 2015, for up
to $350 million of its outstanding $499 million 6.80 percent
Senior Notes due Feb. 15, 2009, and $150 million 7.125 percent
Senior Notes due March 15, 2009.  The early participation period,
which was originally due to expire on Sept. 14, 2005, had been
extended to 5 p.m. (ET), on Sept. 16.

As of 5 p.m. (ET) on Sept. 16, 2005, approximately $252.5 million
aggregate principal amount of outstanding Senior Notes had been
validly tendered for exchange, including $193.9 million of the
6.80 percent Notes and $58.6 million of the 7.125 percent Notes.

The total exchange price for the Notes is based upon a fixed-
spread pricing formula and will be calculated at 2 p.m. (ET) on
Sept. 26, 2005.  Holders of the Old Notes who validly tendered by
the early participation date and have not validly withdrawn their
tenders will receive an early participation payment as described
in the offering memorandum and letter of transmittal. The exchange
offer is scheduled to expire at midnight on Sept. 28, 2005, unless
extended.

The exchange offer is limited to holders of the Old Notes that
have certified certain matters to the company, including their
status as "qualified institutional buyers" within the meaning of
Rule 144A under the Securities Act of 1933.  An offering
memorandum dated Aug. 31, 2005 was distributed to Eligible Holders
and is available to Eligible Holders through the information
agent, Global Bondholder Services Corporation at (866) 470- 4200
or (212) 430-3774.

The New Notes have not been registered under the Securities Act or
any state securities laws.  Therefore, the New Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.

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

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,  
Fitch Ratings has affirmed the senior unsecured 'BB+' rating and  
Stable Outlook of ArvinMeritor, Inc.  The company has announced an  
exchange tender offer for up to $300 million in face amount of its  
$499 million 6.8% notes due 2009 and its $150 million 7-1/8% notes  
also due 2009.  Fitch has assigned an indicative rating of 'BB+'  
and a Stable Outlook to the new issue.  The new debt would mature  
in 2015 and has not yet been priced.

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

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


ASARCO LLC: Court Rules Chevron is a Merchant, Not a Utility
------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 30, 2005,
ASARCO LLC and its debtor-affiliates want to prevent Utility
Companies from terminating services or requiring additional
deposits in connection with their provision of services.

Rhett G. Campbell, Esq., at Thompson & Knight LLP, in Houston,
Texas, informs the U.S. Bankruptcy Court for the Southern District
of Texas that Chevron Natural Gas, a division of Chevron U.S.A.
Inc., is not a utility but rather a forward contract merchant
entitled to the protection of Section 556 of the Bankruptcy Code.

Before the Petition Date, Chevron and the Debtor had entered into
a Base Contract for Sale and Purchase of Natural Gas dated
April 1, 2003, by which Chevron agreed to deliver natural gas to
the Debtor.  Pursuant to the terms of the contract and Tex. Bus.
Com. Code section 2.702(a), the Debtor was prepaying for the gas
prior to delivery.

Section 556 expressly provides that a forward contract may not be
"stayed, avoided or otherwise limited by operation of any
provision of this title or by order of a court in any proceeding
under [the Bankruptcy Code]."

The Utility Order seeks to modify Chevron's contractual rights
with respect to payment and dispute resolution pursuant to the
provision of Section 366, Mr. Campbell points out.  That action
is expressly forbidden by the provision of Section 556.  

Accordingly, Chevron asks the Court to modify the Utility Order
to delete Chevron from the list of Utility Companies or to
provide that the Order does not apply to Chevron.

                         Court's Ruling

The Court modifies the Utility Order to delete Chevron Natural
Gas from the list of Utility Companies.

Pending a determination of the status of ASARCO's contract with
Chevron as a "forward contract," and the status of Chevron as a
"forward contract merchant," the Debtor's prepayment obligations
for the delivery period from April 1, 2005, to March 31, 2007,
remain in full force and effect.

Nothing constitutes a modification of the Base Contract for Sale
and Purchase of Natural Gas dated April 1, 2003, between Chevron
and ASARCO, or the assumption of the Base Gas Sale Contract by
the Debtor or a waiver of Chevron's rights pursuant to Section
556 of the Bankruptcy Code to terminate or liquidate the
Contract.

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
through 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. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and 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: Court Okays Hawley as Counsel for Coeur d'Alene Suit
----------------------------------------------------------------
In 1983, the Environmental Protection Agency first listed a 21-
square mile area surrounding the Bunker Hill Smelter Complex on
the National Priorities List, as the Bunker Hill Mining and
Metallurgical Complex within the Coeur d'Alene River Basin in
Northing, Idaho.  In 1998, the EPA announced that it would extend
its superfund remedial authorities outside the Bunker Hill Mining
and Metallurgical Complex.  The Superfund site now covers over
800 square miles, encompassing the headwaters of the south fork
of the Coeur d'Alene River.

The Coeur d'Alene River Basin had been one of the cost-productive
silver and lead mining areas in the United States.  From the late
1800's through the 20th Century, there had been more than 100
mines or processing operations producing lead, silver and zinc
and other metals in the Coeur d'Alene River Basin.  The Coeur
d'Alene Mining Complex produced over 140 million tons of ore
during the first century of operation.

As a result of the mining, processing and smelting of a huge
volume of ore, there was a widespread discharge of tailings into
the Coeur d'Alene River and its tributaries until 1968.  Smelting
operations discharged quantities of sulfur dioxide, lead, and
other metals.

The EPA has designated the Coeur d'Alene River Basin as a mining
mega site, in terms of the Comprehensive Environmental Response,
Compensation and Liability Act.  After a six-month trial in 2001,
the EPA, ASARCO, and Hecla Mining Company litigated the issue of
their liability under CERCLA.

On Sept. 3, 2003, the U.S. District Court for the District of
Idaho held that ASARCO was responsible for contributing 22% of
the tailings deposited in the South Fork of the Coeur d'Alene
River, while Hecla Mining was responsible for 31%.  Hecla Mining
and ASARCO are the only remaining defendants in the litigation.  

                          The EPA Claims

In September 2002, the EPA finally published a Record of Decision
for the Superfund site in the Coeur d'Alene River Basin, and
since then, the EPA and other government agencies have been
preparing and determining their damages for response costs and
natural resource damages.  

At this time, the EPA claims:

   -- $100,000,000 for past response costs

   -- $380,000,000 for future response costs, covering the next
      30 years; and

   -- $90,000,000 in attorneys' fees.

The Natural Resource Trustees, which include the Coeur d'Alene
Tribe, U.S. Fish and Wildlife Service, and The U.S. Forest
Service, asserted $1,000,000,000 in damages to the natural
resources.  A trial on the damages is set to commence on
January 17, 2006, and proceed for four and a half months.

The U.S. Government has moved to reopen discovery on all of
ASARCO's experts.  There are several pending motions for summary
judgment, and the cut-off date for filing motions is Sept. 15,
2005.  The case involves many issues of first impression under
CERCLA in terms of the calculation and proof of damages.  
The current total damage claim is $1,500,000,000.

According to James R. Prince, Esq., at Baker Botts, LLP, in
Dallas, Texas, the U.S. Government is anticipated to dispute
whether ASARCO's liability will be limited to 22%.  The Idaho
federal court stayed the litigation as to ASARCO, with the right
of the parties to move to lift the stay for good cause shown, for
entry of any stipulation or order, or for any purpose required to
obtain a final determination after the stay is lifted.  The Idaho
federal court further ordered the parties to submit status
reports within 10 days after the date of the order regarding
their recommendations to the court as to how the matter will
proceed to effectively allocate judicial resources.

           Hawley Troxell to Continue Representation in
                     Coeur d'Alene Litigation

Mr. Prince informs the Court that ASARCO employed Hawley Troxell
Ennis & Hawley, LLP, in September 2003 to represent the company
in the Coeur d'Alene Litigation.  

In this regard, ASARCO has asked Hawley Troxell to continue its
representation in the Coeur d'Alene Litigation as special counsel
after the Petition Date.  As a result of that prior engagement,
ASARCO believes that the firm is uniquely familiar with the
company and its environmental liabilities.

Mr. Prince also notes that it is impossible for the Debtor to
obtain alternative counsel at this late juncture.

Within the 90-day period preceding ASARCO's Petition Date, Hawley
Troxell received $41,891 from ASARCO as payment for prepetition
professional services rendered and expenses incurred by the firm.  
The firm also has a general unsecured claim against ASARCO for
approximately $98,067, for prepetition services rendered for
which it did not receive payment.

Gary D. Babbit, Esq., a partner at Hawley Troxell, assures the
Court that the firm does not have any relationship with ASARCO
that would preclude the firm's ability to represent the Debtor as
special litigation counsel.  Moreover, Hawley Troxell does not
represent any other party-in-interest in connection with any of
the matters for which it is being retained as special counsel.

The firm will be paid in accordance with its ordinary and
customary hourly rates in effect on the date the services are
tendered.  Hawley Troxell will also be reimbursed for actual and
necessary out-of-pocket expenses incurred.

The firm's current standard hourly rates are:  

             Professional                  Hourly Rates
             ------------                  ------------
             Primary Attorneys             $130 to $255
             Paraprofessionals              $60 to $110

Hawley Troxell's invoices will be paid on an interim basis in an
amount not to exceed $40,000 per month.

Since Hawley Troxell has been working on matters related to the
Coeur d'Alene litigation before its bankruptcy, ASARCO asks the
Court to approve the employment of the firm retroactive to the
Petition Date.

                         Court's Ruling

Judge Schmidt approves ASARCO's Application.  If Hawley Troxell's
invoice for any month exceeds $40,000, the amount by which the
invoice exceeds the cap will rollover to the next months until
paid in full.

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
through 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. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and 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: Salt River Wants Adequate Security Deposit for $8.4MM
-----------------------------------------------------------------
Salt River Project Agricultural Improvement and Power District is
an agricultural improvement district and an integrated electric
utility.  Under the Arizona Constitution and A.R.S. Title 48, SRP
is a political subdivision of the State of Arizona governed and
regulated by a duly elected board.  SRP provides electricity to
more than 2 million people in a 2,900-square mile territory
located in and around the metropolitan Phoenix area, plus mine
loads in an adjacent 2,400-square mile area in Gila and Pina
counties.  

ASARCO, LLC, is located within SRP's service territory.  SRP
generates, transmits, and distributes electric services to
ASARCO, even after the Petition Date.

Matthew A. Rosenstein, Esq., in Corpus Christi, Texas, relates
that ASARCO is SRP's largest customer and, based on pre-strike
mining demand, typically uses $115,000 daily in SRP-furnished
electricity.  ASARCO owes SRP a prepetition debt exceeding
$3.1 million.

Mr. Rosenstein recounts that in late 2001 and early 2002, SRP
initially required that ASARCO provide a $6.5 million deposit.  
However, upon ASARCO's request and claim that it could not
provide the deposit and also pay other creditors, SRP permitted
the security deposit to be provided by Deeds of Trust on land in
Southern Arizona.

According to Mr. Rosenstein, the basis for SRP's deposit requests
to ASARCO is the SRP Credit Policy.  The Credit Policy is based
on guidelines set forth in its Rules and Regulations, which are
the equivalent of a tariff and are approved by its regulatory
board of directors.  The Board is publicly elected and is SRP's
regulatory body.  

Under SRP's billing cycle, ASARCO could receive 60 days of unpaid
service before the service could be terminated for a postpetition
payment default.  Mr. Rosenstein tells the Court that when ASARCO
filed for bankruptcy, 40 days of service was unpaid and
outstanding.

In 2005, based on its review of ASARCO's increased electrical
usage at its mining facilities, SRP required and billed ASARCO an
$8,391,182 security deposit.  The same amount was demanded by SRP
after the Petition Date.  The amount represents ASARCO's
anticipated two-high consecutive months' usage and is the same
amount requested within the prepetition period.  That demand was
consistent with the SRP Credit Policy and took into account the
risk of exposure that SRP would not be paid for 60 days' service.  
Mr. Rosenstein says that ASARCO has failed and refused to offer
any postpetition security deposit.

Mr. Rosenstein notes that since the Petition Date, ASARCO has
sought approval to pay the prepetition claims of various alleged
"critical vendors," for an amount exceeding $3.1 million.  
Although the amounts to be paid to the "critical vendors" will be
significant, ASARCO has not sought authority to pay SRP's large
prepetition claims.

Because ASARCO is SRP's largest customer, ASARCO's failure to
make timely postpetition payment will cause irreparable harm and
injury to SRP, for which there exists no adequate remedy at law,
Mr. Rosenstein says.  The restraining order entered by the Court
prohibits SRP from discontinuing or refusing service on account
of any unpaid prepetition charges.  However, the restraining
order also provides that any utility company may file a motion
for determination of adequate assurance of payment.  

Section 366(b) of the U.S. Bankruptcy Code provides that "[the]
utility may alter, refuse, or discontinue service if neither the
trustee nor the debtor within 20 days after the date of the order
for relief, furnishes adequate assurance of payment, in the form
of a deposit or other security, for service after such date.  On
request of a party in interest and after notice and a hearing,
the court may order reasonable modification of the amount of the
deposit or other security necessary to provide adequate assurance
of payment."

Accordingly, SRP asks the U.S. Bankruptcy Court for the Southern
District of Texas to:

   (a) terminate the Restraining Order as to SRP;

   (b) require ASARCO to immediately post an adequate security
       deposit in the form of cash or irrevocable letter of
       credit for $8,391,182; and

   (c) permit SRP to cut electrical power services to ASARCO
       without further Court order in the event ASARCO either
       fails to provide an adequate security deposit or to make
       timely payment of any of its electrical power service
       bills from SRP.

If SRP's request is denied, other circumstances pertaining to
ASARCO's business, like the employee strike, may seriously
jeopardize ASARCO's ability to make payment or even timely
payment, Mr. Rosenstein says.

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
through 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. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and 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).


ATA AIRLINES: Inks Tentative Labor Pact with Cockpit Crewmembers
----------------------------------------------------------------
ATA Airlines, Inc. (Pink Sheets:ATAHQ) reached a tentative
agreement with its cockpit crewmembers, represented by the Air
Line Pilots Association, for a revised three-year collective
bargaining agreement.  As part of the agreement, the cockpit
crewmembers will receive stock options to purchase common shares
of the reorganized ATA Holdings Corp, in exchange for wage,
benefit and work rule concessions.  The tentative agreement is
subject to a ratification vote of the cockpit crewmembers in the
next two weeks.

"I am extremely pleased and grateful that everyone stayed
committed to the negotiation process and worked through several
difficult issues to reach this agreement," said ATA President and
CEO John Denison.  "If ratified, this new agreement will make it
possible for ATA to continue on the path towards a successful
emergence from bankruptcy by year-end 2005 or early 2006.  The
spirit of teamwork exhibited by our cockpit crewmembers in
reaching this tentative agreement bodes well for the future of our
Company.  Our cockpit crewmembers are taking a positive step
toward sharing the benefits of what we ultimately believe will be
a company with an attractive equity stock valuation."

ATA has stated publicly that it is seeking an additional
$100 million capital infusion in order to complete a successful
restructuring.  According to ATA Senior Vice President of Labor
Relations Richard Meyer, finalizing this consensual agreement with
its cockpit crewmembers will allow investors to see ATA as a much
stronger and stable Company.

"Once ratified, we believe this will enhance ATA's ability to
attract the capital necessary to reorganize," said Mr. Meyer.  "By
making these sacrifices, our cockpit crewmembers will help to
secure a better future for themselves and their fellow employees.
The Company appreciates their contribution."

Short-term wage concessions were already in effect through
Sept. 30, 2005 -- under an agreement between ATA and ALPA signed
in June 2005.  Since that time, negotiations have continued with
the goal of achieving long-term wage and productivity concessions.  
Yesterday's announcement means ATA and ALPA are approaching the
successful conclusion of those efforts.

On Sept. 17, 2005, ATA ALPA Master Executive Council members
approved forwarding the tentative agreement to cockpit crewmembers
for ratification.  Cockpit crewmembers will begin voting on
ratification early next week with a targeted conclusion to the
vote of Sept. 30, 2005.  If ratified, the new contract will be
effective Oct. 1, 2005 and become amendable on Sept. 30, 2008.

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.


BEARINGPOINT INC: Says Bondholder's Default Claims are Bogus
------------------------------------------------------------
BearingPoint, Inc. (NYSE: BE), one of the world's largest
management consulting and systems integration firms, received
purported notices of default from law firms claiming to represent
certain holders of:

   -- the $200 million Series B Convertible Subordinated
      Debentures, and

   -- the $250 million Series A Convertible Subordinated
      Debentures,

issued by the Company in December 2004 and January 2005.  The law
firms essentially assert that the Company is in default because it
has failed to make certain Securities and Exchange Commission
filings in a timely fashion.

The law firms asserted that, as a result of the Company's failure
to timely file with the SEC its 2004 Annual Report on Form 10-K
and its Quarterly Reports on Forms 10-Q for the first and second
quarters of 2005, the Company is in default under the Indenture
dated as of December 22, 2004, between the Company, as issuer, and
The Bank of New York, as Trustee, relating to the Series B
Debentures and the Series A Debentures.  The notice of default
demands that the Company cure the purported default within 60 days
from the receipt of the notice of default.

In response to these claims, BearingPoint said:

"We believe these notices are invalid and completely without
merit.  It is our view that there is no requirement in the Series
A and Series B Debentures for BearingPoint to file its annual and
quarterly reports within the deadlines set forth in the SEC's
rules and regulations."

                   Financial Filing Status

The Company believes it will file its Forms 10-Q for the first and
second quarters of 2005 after completion of its 2004 financial
statements and related filings.  However, as previously disclosed,
the Company believes that it will not file its Form 10-Q for the
third quarter of 2005 in a timely fashion due.  At this time, due
to the volume of work and review involved, the Company believes
that a reasonable time frame for completion of the process is the
latter part of October.  However, the Company recognizes that
additional issues may arise during completion of the financial
statements, and that this could delay completion of the process
during the October time frame.   

The Company previously indicated that it expected to complete its
2004 financial statements and related SEC filings by the end of
summer in September, with the Company's Forms 10-Q for the first
and second quarters of 2005 to be filed concurrently or shortly
thereafter.  

As reported in the Troubled Company Reporter on July 22, 2005, the
Audit Committee, advised by a special counsel, is investigating
issues concerning its internal control over financial reporting
and prior period adjustments, including alleged deficiencies
relating to the Company's OneGlobe financial reporting system,
which has been implemented in the Company's North America
operations, including an additional issue with respect to accurate
reporting of contract revenues entered into the system in the
second quarter of fiscal 2004.  This matter, and other issues also
being examined by the Audit Committee, were raised, in part, by a
non-executive employee communication.  The staff of the Securities
and Exchange Commission's Division of Enforcement has been advised
of the Audit Committee investigation.

                          SEC Probe

The Securities and Exchange Commission has issued a formal order
of investigation in the previously disclosed informal
investigation.  The Company believes that the subject matter of
the formal investigation is substantially the same as the subject
matter of the previously disclosed informal investigation.  The
Company continues to cooperate with the SEC investigation.

                     Material Weaknesses

In a Form 8-K filing dated March 17, 2005, filed with the SEC, the
Company identified a number of control deficiencies, especially in
the areas of:

   -- contract revenue and accounts receivable;
   -- expenditures and accounts payable;
   -- payroll operations;
   -- the financial statement close process;
   -- leases and fixed assets; and
   -- the control environment in certain non-U.S. subsidiaries.

"We expect that most of these deficiencies will be classified as
material weaknesses and others may be classified as significant
deficiencies that in the aggregate may constitute material
weaknesses," the Company said in its regulatory filing.  "It also
is possible that additional material weaknesses will be identified
as we complete our assessment process.  We are now evaluating what
changes in internal control over financial reporting should be
implemented in order to fully address these material weaknesses
and other control deficiencies."

As a result of the identification of these material weaknesses,
management's assessment will conclude that the Company's internal
control over financial reporting is ineffective.

"We expect that our independent registered public accountants will
issue an adverse opinion on the effectiveness of our internal
control over financial reporting," the Company said in its current
report.

                  Possible Financial Adjustments

In addition, the Company preliminarily identified certain items
that will probably require adjustments to prior period financial
statements.  These adjustments will affect various quarters in
fiscal year 2004 and may affect the results of operations in
previous years, though the exact amount of the adjustments and the
periods to which they relate have not been determined.  The nature
and approximate amounts of the more significant adjustments that
have been identified based solely on procedures performed to date
are:

   -- write-downs relating to contract revenues resulting from
      inaccurate entries of approximately $10-$12 million that
      were made by a foreign operation and that are under
      investigation;

   -- charges relating to employee tax equalization issues; and

   -- charges arising from detailed engagement contract reviews.

"Also, we have determined that there has been an impairment of
goodwill as of Dec. 31, 2004, with respect to operations in its
Europe, the Middle East and Africa segment and will record a non-
cash fourth quarter charge," the Company said.  As of Sept. 30,
2004, the goodwill for the EMEA segment was $802.7 million.  "The
amount of the charge, cannot be reasonably estimated at this time.
However, it will likely have a substantial impact on our results
of operations for FY04," the Company added.

BearingPoint, Inc. (NYSE: BE) -- http://www.BearingPoint.com/  
-- is one of the world's largest management consulting, systems
integration and managed services firms serving government
agencies, Global 2000 companies, medium-sized businesses and other
organizations. We provide business and technology strategy,
systems design, architecture, applications implementation, network
infrastructure, systems integration and managed services. Our
service offerings are designed to help our clients generate
revenue, reduce costs and access the information necessary to
operate their business on a timely basis. Based in McLean, Va.,
BearingPoint has been named by Fortune as one of America's Most
Admired Companies in the computer and data services sector.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Standard & Poor's Ratings Services ratings on McLean, Virginia-
based BearingPoint Inc. ('B-' corporate credit rating) remain on
CreditWatch, where they were placed March 18, 2005; however, the
implications have been revised to developing from negative.

"The CreditWatch revision reflects the additional near-term
liquidity provided by the $200 million aggregate principal amount
of 5% convertible senior subordinated debentures issued by the
company today," explained Standard & Poor's credit analyst Phil
Schrank.  BearingPoint intends to use net proceeds from the
offering to cash collateralize or replace letters of credit under
its existing credit facility, as well as to support future letter
of credit or surety bond requirements, to pay related expenses of
the offering, and for general corporate purposes.


BROOKFIELD PROPERTIES: Renewing Issuer Bid for Another Year
-----------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE/TSX) informed the
Toronto Stock Exchange of its intention to renew its existing
normal course issuer bid for a further one-year period.  
Brookfield stated that at times its common shares trade in price
ranges that do not fully reflect their value.  As a result, from
time to time, acquiring common shares represents an attractive and
a desirable use of available funds.

The notice provides that Brookfield may, during the twelve month
period commencing Sept. 15, 2005, and ending Sept. 14, 2006,
purchase on the Toronto Stock Exchange and the New York Stock
Exchange up to 11,604,531 common shares, representing
approximately 5% of the issued and outstanding common shares of
the company.  At Sept. 9, 2005, there were 232,090,615 common
shares issued and outstanding and 114,958,596 common shares in the
public float.  In addition, Brookfield has 6,312,000 Class A
redeemable voting shares outstanding.  The price to be paid for
the shares will be the market price at the time of purchase.  The
actual number of shares to be purchased and the timing of such
purchases will be determined by Brookfield, and all shares will be
purchased on the open market or such other means as approved by
the Toronto Stock Exchange and the New York Stock Exchange.  All
shares purchased by Brookfield under this bid will be promptly
cancelled.

As at Sept. 9, 2005, Brookfield acquired 2,213,100 common shares
at an average price of US$26.13 per share under its existing
normal course issuer bid, which commenced on Sept. 15, 2004 and
ends on Sept. 14, 2005.

Listed on both the New York and Toronto Stock Exchanges under
the symbol BPO, Brookfield Properties Corporation --
http://www.brookfieldproperties.com/-- owns, develops and  
manages premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.  

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,   
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating. The outlook is stable.


BUEHLER FODS: Has Until October 31 to File Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extended Buehler Foods, Inc., and its debtor-affiliates' time
within which they alone can file a chapter 11 plan.  The Debtors
have until Oct. 31, 2005, to resolve the differences with their
major creditors without costly litigation in order to draft a
consensual plan.  The Court also gave Buehler until December 30 to
solicit acceptances from their creditors.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


BURKHARD SCHEPER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Burkhard & Patricia Lou Scheper
        513 Skyland Drive
        Columbia, South Carolina 29210

Bankruptcy Case No.: 05-10551

Chapter 11 Petition Date: September 16, 2005

Court: District of South Carolina (Columbia)

Judge: Wm. Thurmond Bishop

Debtor's Counsel: Gene Trotter, Esq.
                  Trotter & Maxfield
                  1701 Richland Street
                  Columbia, South Carolina 29201
                  Tel: (803) 799-6000

Total Assets: $251,970

Total Debts:  $1,149,410

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
BB and T                      Guarantor on business     $240,000
P.O. Box 58002                loan
Charlotte, NC 28258

MBNA                          Credit Card                $35,492
P.O. Box 15137
Wilmington, DE 19886

Bank of America               1st Mort 1512              $29,030
P.O Box 17646                 Campbell Street
Baltimore, MD 21297

Net Bank                      1st Mort 311               $47,700
                              Eastview Drive
                              Value of security:
                              $20,000

Chase Bank VISA               Credit card                $25,310

Bank of America               Credit card                $19,769

BB&T                          Business loan              $17,851

ABN-AMRO                      1st Mort 225               $28,750
                              Railroad Avenue
                              Value of security:
                              $18,000

Key Bank                      Credit card                 $8,304

USAA Credit Card Svs.         Revolving charge            $7,119

US Bancorp                    Business equipment          $7,005

City of Baltimore             Water bill, demolition      $7,000

Bank of America               Credit card                 $5,987

Bellsouth Advertising         Advertising                 $5,504

Eastman Kodak Co.             Credit card                 $5,237

Ilford Imaging USA            Credit card                 $4,974

CIT Technology                Business equipment          $4,947

American Express Gold         Credit card                 $4,859

Amex Gold                     Revolving charge            $4,859

Jemco Display                 Credit card purchases       $3,704


CABIN JOHN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Cabin John Inc.
             208 Bank Street
             Chesapeake City, Maryland 21915

Bankruptcy Case No.: 05-31384

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Canal House, Inc.                          05-31386    
      Domenic John Della Barba                   05-31182

Chapter 11 Petition Date: September 19, 2005

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtors' Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, Maryland 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

                    --- and ---

                  Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, Maryland 21202
                  Tel: (410) 625-2300


                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
Cabin John Inc.            $1 Million to         $1 Million to
                           $10 Million           $10 Million  

Canal House, Inc.          $1 Million to         $1 Million
                           $10 Million           $10 Million

Domenic John Della Barba   $1 Million to         $1 Million to
                           $10 Million           $10 Million


A. Canal House Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Southern States               Judgment                  $117,500
c/o Kevin Olszewski
5 South Hickory Avenue
Bel Air, MD 21014

Cecil County Treasurer's      Property tax              $109,823
Office
129 East Main Street
Elkton, MD 21921

Sue Armstrong                 Loan                       $94,000
645 Highland Terrace
Holmes, PA 19043

Blank Rome, LLP               Trade debt                 $93,325

Delaware County Vending       Advance                    $75,000

I-Dine Restaurant Group, Inc. Trade debt                 $57,333

Haly Oil Company              Oil service                $34,826

U.S. Foodservice              Trade debt                 $32,601

RJ Antz                       Loan                       $15,000

Vans                          Trade debt                 $11,540

Sysco                         Trade debt                 $10,380

Coventry Health Care          Health insurance            $7,562

Delmarva Power                Utility                     $6,832

State Auto Insurance          Insurance                   $5,781

Alger Oil                     Judgment                    $4,196

Fockler & Fockler             Liquor license              $2,790

BFI/Allied Waste              Refuse services             $2,625
                              Rendered

P&G Industries                Trade debt                  $2,420

Clear Channel Broadcasting,   Advertisement               $1,750
Inc.

Verizon                       Utility                     $1,395


CANWEST GLOBAL: Subsidiary Amends Tender Offer's Purchase Price
---------------------------------------------------------------
CanWest MediaWorks Inc., a wholly owned subsidiary of CanWest
Global Communications Corp., amended the purchase price in its
cash tender offer for its 7-5/8% Senior Unsecured Notes due 2013.  
This series of debt securities has an outstanding principal amount
outstanding of US$200 million (CDN$238 million).

The purchase price for CanWest's 10-5/8% Senior Subordinated Notes
due 2011 will remain as originally announced by CanWest on
Sept. 8, 2005.  CanWest also disclosed that holders of a majority
in aggregate principal amount of the 2013 Notes have indicated
their intention to tender their 2013 Notes in the tender offers as
amended.

The amended purchase price for the 2013 Notes will be a "fixed
spread" price determined on Oct. 6, 2005, calculated using a yield
equal to a fixed spread of 50 basis points plus the yield to
maturity of the 2.625% U.S. Treasury Note due May 15, 2008.
The purchase price for the 2013 Notes will no longer be a
composite price that includes an "equity claw- back" price
component. As a result of this amendment, all holders who validly
tender their 2013 Notes prior to the early tender premium deadline
will receive 100% of the "fixed spread price" (as that term is
used in the Offers to Purchase and Consent Solicitations Statement
dated Sept. 8, 2005, that CanWest distributed to holders of the
notes) for their 2013 Notes that are accepted for purchase.  
Holders who validly tender their 2013 Notes after the early tender
premium deadline will receive the fixed spread price minus an
early tender premium of US$30.00 per US$1,000 principal amount of
2013 Notes that are accepted.

All other terms and conditions of the tender offers and consent
solicitations with respect to the notes described above remain the
same.  For both offers, the early tender premium deadline for the
consent solicitations is 5:00 p.m. Eastern Daylight Time (EDT) on
Sept. 21, 2005 and the expiration time is midnight EDT, on
Oct. 12, 2005.  Holders may withdraw their tenders of notes prior
to 5:00 p.m. EDT on Sept. 21, 2005.  All of these dates are
subject to extension at CanWest's election.

The tender offers and consent solicitations are made solely by the
Offers to Purchase and Consent Solicitations Statement dated
Sept. 8, 2005, the related letter of transmittal and consent, and
any amendments or supplements thereto.

The offers are subject to certain conditions, which include the
tender of a set minimum amount of notes of each series and the
successful creation and Canadian initial public offering of
CanWest MediaWorks Income Fund.

CanWest has retained Citigroup Global Markets Inc. to serve as
dealer manager for the tender offers and consent solicitations.  
Global Bondholder Services Corporation is serving as the
depositary and information agent for the tender offers and consent
solicitations.

Requests for documents relating to the tender offers and consent
solicitations may be directed to Global Bondholder Services
Corporation by telephone at 1-866 470-4500 (toll free) or 1-212
430-3774 or in writing at 65 Broadway, Suite 74, New York, NY,
10006. Questions regarding the tender offers and consent
solicitations may be directed to Citigroup Global Markets Inc.,
Liability Management Group, at 1-800-558-3745 (toll free) or 1-
212-723-6106 (collect).

CanWest MediaWorks Inc. is a wholly owned subsidiary of CanWest
Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV) --
http://www.canwestglobal.com/-- an international media company.   
CanWest, Canada's largest publisher of daily newspapers, owns,
operates and/or holds substantial interests in newspapers,
conventional television, out-of-home advertising, specialty cable
channels, radio networks and web sites in Canada, New Zealand,
Australia, and the Republic of Ireland.

                          *     *     *

CanWest Global's 7-5/8% senior notes due 2013 carry Moody's
Investors Service's Ba3 rating and Standard and Poor's B- rating.


CATHOLIC CHURCH: Professionals Directed to Make Full Disclosure
---------------------------------------------------------------
Judge Perris directs these firms to file supplemental statements
pursuant to Rule 2014 of the Federal Rules of Bankruptcy
Procedure to disclose whether any of their members or employees
working on Portland's Chapter 11 case are members of the
defendant classes:

     * Tonkon Torp, LLP,
     * Greene & Markley, P.C., KPMG, LLP, and
     * Mesirow Financial Consulting, Inc.

Judge Perris also orders these entities to disclose in their 2014
Statements whether any of the individual members or employees of
their firms involved in the Archdiocese's Chapter 11 case are
members of the defendant classes:

   -- Any accountants or financial advisors applying to be
      appointed in the future; and

   -- Any appraisers, brokers, or sales agents who may testify
      as to value of estate assets.

In the event that the individuals working on the Chapter 11 case
are replaced or assisted by other individuals not currently
working on the case, Judge Perris says the Professionals have a
continuing duty to file updated 2014 Statements to disclose
whether the individuals are members of the defendant classes.

As previously reported in the Troubled Company Reporter on  August
23, 2005, Paul E. DuFresne asked the U.S. Bankruptcy Court for the
District of Oregon to order all entities which have previously
filed statements pursuant to Rule 2014 of the Federal Rules of
Bankruptcy Procedure to file revised statements that explicitly
disclose whether or not the filing entity is a member of either or
both of the Defendant classes.

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


CHESAPEAKE ENERGY: Moody's Upgrades Preferred Stock Rating to B2
----------------------------------------------------------------
Moody's upgraded to Ba2 from Ba3 Chesapeake Energy's senior
unsecured note and Corporate Family Ratings, to B2 from B3 its
preferred stock rating, and confirmed its SGL-2 liquidity rating.
The rating outlook has been positive and is now stable.

The upgrade is largely driven by:

   * the accumulated scale and strengths of CHK's operating and
     asset profile relative to its ratings and partly by its
     recent $301 million common equity offering;

   * conversion of $161 million in convertible preferred stock to
     common since May 2005 ($116 million this quarter); and

   * $345 million convertible preferred stock issue.

The 2 new issues refinanced acquisition bank debt, increased cash,
and reduced net leverage.  The price outlook remains supportive of
underlying credit accretion from reinvestment of flush cash flow
on visible drilling inventory.

Scale, diversification, production visibility, the leveraged
operating margin (after roughly $120 million of annualized
capitalized G&A and interest expense) and price outlooks, cash
flow cover of sustaining capital, liquidity, and underlying
capacity to reduce debt if it slowed its acquisition pace are
together acceptable, relative to the new ratings, in spite of
CHK's continuing equity calculus to carry high leverage on proven
developed (PD) reserves.  Enterprise value is now in the $17
billion range.

Year-end 2005 results will permit a deeper review of the degree of
true underlying progress, to which the stable outlook may be
sensitive.  Results of heavy 2005 internal reinvestment results
and the components and quality of CHK's reserve portfolio
progression will be evaluated with year-end FAS 69 disclosures and
other sources.  Leveraged acquisitions in the meantime, without
adequate de-leveraging cash flow or common equity in sight, could
pose further risk to the outlook or the ratings.

Historically high expected prices add a degree of risk mitigation,
though much of that is consumed too by elevated leverage on PD
reserves and aggressive full-priced up-cycle acquisitions often
containing low proportions of current production, and historically
high proportions of capital spending needs and drilling,
completion, and performance risk before acquisition prices can be
rationalized by results.

Still, capital at risk in CHK's well over $2 billion internal
capital spending budget is diversified across many onshore basins,
plays and play types, several of which have early stage potential
for material growth but not with out attendant risk. Important
support comes from:

   1) the risk mitigation benefit of CHK's accumulated
      comparatively large onshore reserve and production scale;

   2) relatively high degree of onshore basin diversification;

   3) learning curve, oilfield service, and cost benefits of
      comparatively concentrated operations in 4 of those basins
      in the Mid-continent, enabling competitive unit full-cycle
      economics;

   4) a relatively durable production base as indicated by a
      roughly 7.5 year PD reserve life and very large diversified
      drilling inventory.

A core rating restraint remains a corporate finance strategy
employing a high proportion of convertible preferred funding in
lieu of more common equity funding of acquisitions, especially in
light of CHK's long series of aggressive acquisitions that also
complicate the task of assessing organic performance.  This is
partly mitigated by CHK's history of pursuing conversion of
convertibles to common equity rather than tendering for them in
exchange for cash or debt securities.  CHK's 103% rise in equity
valuation so far this year also puts more of its convertibles in
the money.

Nevertheless, during CHK's last three years of rapid, highly
capital intensive, acquisition-driven growth, at a time of record
oil and gas prices and sector equity valuations, Moody's has been
concerned that CHK's relative equity performance, coupled with its
equity strategy and shareholder objectives, have not been
sufficient for CHK to justify issuing more common equity
acquisition funding.

Still, CHK is one of the three largest speculative grade
exploration and production firms in Moody's rated universe and by
far the firm pursuing the most rapid acquisition driven growth,
with its inherent risks, in the speculative grade exploration and
production sector.  While there is no assurance that a firm in
rapid growth mode will not overreach, underlying organic numbers
so far indicate satisfactory fallback support for bondholders if
CHK had to adjust course.

Moody's notes however that the ratings would not support material
equity buybacks in the absence of an ongoing reduction in
leverage.

The ratings are demonstratively restrained by adjusted leverage on
PD reserves, which is above ranges Moody's targets for a Ba2
Corporate Family Rating.  Net debt is a bit lower.  A small amount
of debt could also notionally be allocated to its non-E&P activity
to further marginally reduce net leverage on PD reserves.

The ratings are also restrained by acquisition price and
performance risk inherent to CHK's drive for step-change growth
and captures of key acreage in basins and plays CHK deems
important.  CHK is perhaps the foremost advocate of up-cycle
growth and acreage captures at a time of sector transition and
historic acquisition multiples on PD reserves, current daily
production and, for probable and possible reserves.

For 2005, Moody's anticipates actual 2005 GAAP EBITDA in the
$2.4 billion range, gross interest expense of roughly $285 million
to $290 million including:

   * approximately $70 million of capitalized interest;

   * preferred dividends of roughly $38 million;

   * capital spending of roughly $2 billion (excluding
     $1.8 billion of acquisitions so far this year); and

   * almost $60 million in common dividends.

For 2006, Moody's anticipates GAAP EBITDA from existing properties
in the $2.6 billion to $2.85 billion range, depending principally
on prices and operating cost inflation.  In that scenario, Moody's
would anticipate roughly $2.2 billion to $2.4 billion of capital
spending, roughly $49 million of preferred and a bit over $65
million of common dividends, and roughly $290 million of interest
expense (including approximately $75 million of capitalized
interest expense).

Moody's marks CHK's pro-forma net unadjusted debt leverage on pro-
forma PD reserves at roughly $6.67/BOE of PD reserves; net Lease
Adjusted Debt of $6.90/BOE of PD reserves; and even higher
leverage as measured by our core leverage test, which includes net
Lease Adjusted Debt plus 50% of Preferred Stock, divided by PD
reserves, to render fully adjusted leverage of $7.80/BOE of PD
reserves.  These metrics would be somewhat lower if a small
portion of debt was notionally allocated to CHK's significant non-
E&P activity.  Conventional debt-to-capital leverage is in the 50%
range.

Based on CHK's internal engineering, Moody's estimates pro-forma
PD reserves to be roughly 621 mmboe and total reserves to be
roughly 994 mmboe.  Pro-forma production is in the range of
216,000 BOE per day.  Par value of pro-forma debt is approximately
$4.343 billion, pro-forma preferred stock is approximately $1.140
billion, and capitalized operating leases approximate $140
million.

At this juncture, prior to year-end 2005 FAS 69 data, CHK's pro-
forma full-cycle costs appear to be running in the $24/BOE range,
with an upward bias due to expected much higher 2005 organic unit
finding and development costs and acquisition costs across the
sector.  Unit production costs approximate $6.33/BOE, G&A expense
(including capitalized G&A) approximates $1.90/BOE, pro-forma
gross interest and preferred dividends approximates $4.60/BOE, and
pro-forma three year average all-sources reinvestment costs appear
to be in the $11/BOE range with a distinct upward bias when
updated for year-end 2005 organic reinvestment results.

While Moody's expects CHK to fully spend discretionary cash flow
and expects no internal debt reduction, the rating agency also
notes that reinvestment of historically high cash flows could
drive material organic reserve and production growth.  Though
Moody's is mindful of rising finding and development costs and rig
day rate and oilfield service inflation, CHK appears to continue
show adequately competitive unleveraged and leveraged unit full
cycle costs, resulting in competitive Unleveraged and Leverage
Full Cycle Ratios at expected prices.

In the current price environment, CHK's margins and costs are
driving a healthy Leveraged Full-Cycle Ratio of somewhat over
250%, indicating sound coverage of interest, preferred dividends,
and sustaining capex with ample cushion to fund substantial growth
capital spending or to absorb price and underperformance risk.  
Moody's views leveraged full-cycle ratios exceeding 200% to be
quite sound but not robust relative to the leading exploration and
production firms.

To update Moody's view on CHK's unit full-cycle economics, its
year-end 2005 reserve replacement, reserve replacement components,
reserve replacement cost, reserve replacement cost components, and
organic sequential quarter production trends would need to
confirm, within reason, the operating profile indicated by its
publicly released internal engineering report as of June 30, 2005
as well as its production guidance.

Moody's confidence in CHK's year-end engineering would increase if
was conducted by one third party engineering firm rather than the
current six and if a lower percentage (now 26%) of reserves was
internally engineered.

CHK's could firm if not improve upon the stable outlook by:

   * reducing lease-adjusted leverage on PD reserves;

   * generating sound year-end 2005 organic reserve replacement
     and organic and all-sources reserve replacement costs;

   * maintaining forward momentum on organic production gains
     overall;

   * roughly achieving its drilling and production objectives on
     acquired properties, demonstrating sound acquisition
     evaluation; and

   * funding new acquisitions with suitable levels of common
     equity.

However, given the equity market's notation of volume per share
and capital employed per share metrics, CHK may face resistance to
issuing sufficient common equity funding for acquisitions to
reduce leverage while still in rapid acquisition mode.

CHK's drilling inventory spans a wide range of high cost/high
impact and lower cost/lower risk locations, at deep, medium, and
shallow geologic depths, and across a wide range of conventional
reservoir and unconventional resource plays.  Its high impact
locations tend to target deeper, more challenging, complex geology
and the unconventional plays will take time to assess their
proportional contribution to growth.

While Moody's notes that a very high proportion of its announced
drilling locations are in unconventional resource plays still
under evaluation, CHK nevertheless still has a large diversified
inventory that it can exploit over a wide range of price
environments.

In its third quarter 2005 acquisitions, CHK paid:

   * a full $74,545/boe per daily unit of acquired production;

   * a high $14.24/boe for proven reserves;

   * an extremely high $47.70/boe of PD reserves; and

   * roughly $16/boe of proven reserves fully loaded for future
     development capital spending.

Subsequent drilling and completion results and costs on the high
proportions of proven undeveloped and probable locations contained
in those properties will determine if CHK achieves its desired
acquisition economics.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


CHURCH & DWIGHT: Buying P&G's SpinBrush Business for $105 Million
-----------------------------------------------------------------
Church & Dwight Co., Inc (NYSE:CHD) has entered into a definitive
agreement to purchase the SpinBrush toothbrush business from The
Procter & Gamble Company.  Church & Dwight will pay $75 million
in cash at closing, plus an inventory settlement amount following
the business transfer and additional cash payments of up to
$30 million based on the near-term performance of the business.  
The transaction is expected to be completed in the fourth quarter
of 2005.  The transaction and its terms are subject to review and
approval by regulatory authorities such as the FTC and the
European Commission.

SpinBrush is a leader in the battery-powered segment of the
toothbrush category with a range of product offerings for both
adults and children.  Sales of the business for the year ended
June 30, 2005 were $110 million, over 80% of which were in the in
the U.S. and Canada.

"This acquisition provides us with an attractive brand in the
toothbrush segment and strengthens our strategically important
oral care business.  The proven cleaning efficacy of power
brushing enhances our position as a provider of serious oral care
products," commented James Craigie, President and CEO of Church &
Dwight. Church & Dwight markets Arm & Hammer(R) toothpaste in the
U.S. and several other countries.

Following a voluntary recall of certain SpinBrush products in
March 2005, Procter & Gamble is currently launching several new
products that are designed to improve cleaning benefits,
operational performance and ergonomics. Mr. Craigie added, "We
believe that the current product line is well-positioned for
growth as manual toothbrush users convert to power brushing."

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks. In addition to
Arm & Hammer toothpaste, the Company's oral care portfolio
includes the Mentadentr brand of toothpaste and toothbrushes, and
Close-upr, Aimr and Pepsodentr toothpastes, all of which are sold
in the U.S. and Canada, and the Pearl Drops(R) brand of tooth
polish which is primarily sold in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on, Dec.13, 2004,
Standard & Poor's Ratings Services assigned a 'B+' debt
rating to Church & Dwight Company Inc.'s $175 million senior
subordinated notes due 2012.  

In addition, Standard & Poor's affirmed its ratings on Princeton,
New Jersey-based Church & Dwight, including its 'BB' corporate
credit rating.  Approximately $853 million of pro forma debt is
outstanding.

As reported in the Troubled Company Reporter on, Dec. 10,
2004, Moody's Investors Service assigned a Ba3 rating to the
$175 million senior subordinated notes to be issued by Church &
Dwight, Inc.  

Existing senior unsecured and senior subordinated debt ratings
have been upgraded by one notch, to Ba2 and Ba3, respectively.  In
addition, CHD's Ba2 senior implied and senior secured debt ratings
were affirmed and the ratings outlook was revised to positive from
stable.


CLEARWATER TIMBER: List of 50 Largest Unsecured Creditors
---------------------------------------------------------
Clearwater Timber Resources, LLC released a list of its 50 Largest
Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    David Lynn Grimes                              $121,273
    P.O. Box 115
    Green Bank, WV 24944

    WV Workers Compensation Commission             $109,024
    P.O. Box 921
    Charleston, WV 25323-0921

    Reckart Equipment Company, Inc.                 $70,627
    P.O. Box 216
    Beverly, WV 26253

    Newlons International Sales, LLC                $52,211

    Woodford Oil Company                            $49,790

    Hess Oil Company                                $39,840

    David Grimes                                    $36,658

    AFCO                                            $27,251

    Marlington Electric Company, Inc.               $26,890

    Marsh Beverage                                  $26,133

    Internal Revenue Service                        $16,593

    Pioneer Machinery LLC                           $14,949

    Dixons Truck Stop                               $13,674

    Leslie Equipment Company                        $12,324

    Sam Black Quick Stop                             $9,644

    Glotfelty Enterprises, Inc.                      $6,804

    Mitchell Chevrolet                               $6,747

    Morgan Auto Parts                                $5,287

    Capital One, FSB                                 $4,894

    Greenbrier Valley Solid Waste                    $4,421

    David R. Dingus, CPA                             $4,225

    Shenandoah Industrial Rubber Co.                 $3,800

    WV State Tax Department                          $3,413

    Beckley Oil Company                              $3,394

    CitiCapital                                      $3,188

    Master Service Mid-Atlantic                      $2,486

    Glades Building Supply, Inc.                     $2,381

    Bostic Oil Company                               $1,759

    Dell Financial Services                          $1,635

    American Express                                 $1,628

    Cellular One                                     $1,507

    Rupert Oil                                       $1,334

    Boxley Aggregates of WV, LLC                     $1,329

    Mountain International Trucks, Inc.              $1,222

    WV Bureau of Employment Programs                 $1,212

    Jackson Kelly, PLLC                              $1,162

    Guttman Oil Company                              $1,107

    MetalWorks, Inc.                                   $911

    Viking Office Products                             $800

    Superior Industrial Laundries, Inc.                $778

    Valley Supply Company                              $767

    Johnson Simmerman & Broughton, LC                  $700

    Frontier                                           $648

    Beckley Welding Supply, Inc.                       $525

    AT&T                                               $520

    Southern States Marlinton Coop, Inc.               $520

    Internal Revenue Service                           $415

    American Red Cross                                 $144

    R. Mike Mullens & Assoc., L.C.                     $125

    J.J. Keller & Associates, Inc.                     $119

Headquartered in Green Bank, West Virginia, Clearwater Timber
Resources LLC, -- http://www.frontierfirewood.com/-- sells  
seasoned firewood in various sizes.  The Company filed for chapter
11 protection on Aug. 18, 2005 (Bankr. N.D. W.Va. Case No. 05-
03563).  Judy L. Shanholtz, Esq., at McNeer, Highland, McMunn &
Varner, L.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $1 million to $10 million.


COEUR D'ALENE MINES: Nets $36 Million from Common Stock Offering
----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE, TSX:CDM) has priced
the sale of 9,863,014 shares of its common stock pursuant to an
existing shelf registration as filed with the U.S. Securities and
Exchange Commission, resulting in net proceeds of $36 million,
before offering expenses.  The company intends to use the net
proceeds of the offering to fund its previously announced purchase
from Perilya Limited (ASX:PEM) of the silver contained at the
Broken Hill Mine in Australia.

Deutsche Bank Securities Inc. acted as sole bookrunning manager
for the stock sale.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?191

Coeur d'Alene Mines Corporation is the world's largest primary  
silver producer, as well as a significant, low-cost producer of  
gold. The Company has mining interests in Nevada, Idaho, Alaska,  
Argentina, Chile, Bolivia and Australia.  

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.  S&P said
the outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.


COMFORCE CORP: Chairman and CEO to Repurchase Up to 260,000 Shares
------------------------------------------------------------------
COMFORCE Corporation (Amex: CFS) reported that John Fanning, its
Chairman and CEO, has adopted a stock purchase plan under the
SEC's Rule 10b-18 to purchase up to 260,000 shares of COMFORCE's
common stock over a six-month period commencing after the
Company's release of results for the third quarter, which is
expected to be on or about November 3, 2005.

At the same time, the Company announced that it has repurchased
$2.6 million principal amount of its 12% Senior Notes using
available funds under its revolving credit facility.  Including
this recent repurchase, the Company has repurchased $11.6 million
of Senior Notes in 2005 and, since June 30, 2000, the Company has
reduced its public debt from $138.8 million to $52.8 million.  
This has enabled COMFORCE to reduce its annual interest expense by
approximately $9.2 million.

John Fanning, Chairman and Chief Executive Officer of COMFORCE,
commented, "The purchase of shares that I will be making reflects
my confidence in the long-term future of COMFORCE, and I am
pleased to be able to demonstrate that confidence in the Company
through open market purchases of our stock.  We are also pleased
to announce the further reduction of our high interest rate debt
through the repurchase of our Senior Notes and we remain committed
to further improving our balance sheet."

Separately, COMFORCE announced that its previously disclosed
agreement with a medical facility in Southern California to manage
its staffing services program of approximately $70.0 million will
be not be continued.

John Fanning stated, "We are disappointed for the necessity of
discontinuing this relationship; however it is our belief that the
facility's expectations were unrealistic.  We are, however,
pleased to report that we are experiencing increasing demand for
our RightSourcing Vendor Management Services and expect to replace
this business over the next two quarters.  Further, we remain
fully committed to growing this part of our business."

COMFORCE Corporation -- http://www.comforce.com/-- provides  
specialty staffing, consulting and outsourcing services primarily
to Fortune 1000 companies and other large employers.  The Company
operates in three business segments - Human Capital Management
Services, Staff Augmentation, and Financial Outsourcing Services.
The Human Capital Management Services segment provides consulting
services for managing the contingent workforce through its PRO
Unlimited subsidiary.  The Staff Augmentation segment provides
Healthcare Support Services, including RightSourcing Vendor
Management Services and Nurse Staffing Services, Technical
Services, Information Technology (IT), Telecom, and Other Staffing
Services.  The Financial Outsourcing Services segment provides
payroll, funding and outsourcing services to independent
consulting and staffing companies.  COMFORCE has 38 offices
nationwide.

                          *     *     *

At June 26, 2005, COMFORCE Corporation's balance sheet showed a
$29,183,000 stockholders' deficit, compared to a $29,835,000
deficit at Dec. 26, 2004.


CONTRACTOR TECHNOLOGY: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Contractor Technology, Ltd., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Texas disclosing:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 $1,475,000

   B. Personal Property            $18,750,000 to
                                   $62,766,000
   C. Property Claimed
      As Exempt

   D. Creditor Holding                                 Unknown
      Secured Claim

   E. Creditors Holding Unsecured                      
      Priority Claims

   F. Creditors Holding Unsecured                      Unknown
      Nonpriority Claims

   G. Executory Contracts and
      Unexpired Leases

   H. Codebtors

   I. Current Income of
      Individual Debtor(s)

   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------     -----------
      Total                        $20,225,000 to      Unknown
                                   $64,241,000

Headquartered in Houston, Texas, Contractor Technology, Ltd.
-- http://www.ctitexas.com/-- is a producer of recycled concrete   
and asphalt.  The Company filed for chapter 11 protection on
May 13, 2005 (Bankr. S.D. Tex. Case No. 05-37623).  When the
Debtor filed for protection from its creditors, it estimated
assets and debts from $20,225,000 to $64,241,000.  On June 23,
2005, the Honorable Marvin Isgur converted the Debtor's Chapter 11
bankruptcy case to a Chapter 7 liquidation proceeding and Ronald
J. Sommers is appointed as the Debtor's chapter 7 Trustee.


CUMMINS INC: Moody's Raises Sr. Unsec. Debt Rating to Ba1 from Ba2
------------------------------------------------------------------
Moody's Investors Service raised its rating of Cummins Inc.'s debt
securities (senior unsecured to Ba1 from Ba2), and also affirmed
the company's Ba1 corporate family rating and SGL-1 speculative
grade liquidity rating.  The rating outlook is changed to positive
from stable.

The Ba1 corporate family rating reflects:

   * Cummins' solidly competitive position in the global medium
     and heavy-duty truck engine markets; and

   * the recent improvement in the company's credit metrics.

This improvement has been driven by the success of Cummins'
restructuring initiatives and the strong rebound in North American
truck engine demand.  These strengths, however, are balanced
against the ongoing cyclicality of the global engine market.

The upgrade of the senior unsecured rating to Ba1 (equivalent to
the Ba1 corporate family rating) recognizes:

   * that Cummins' $650 million revolving credit facility is
     unsecured;

   * the company's previous $385 million credit facility was
     collateralized by a security interest in substantially all of
     Cummins' assets and had contributed to the notching
     differential between the corporate family rating and the
     senior unsecured rating.

Moody's recognizes that outstandings under the credit facility
benefit from upstream guarantees from subsidiaries that have
considerable assets and earnings.  However, the rating agency
believes that the degree of structural subordination created by
these guarantees is likely to be modest, and consequently does not
warrant a notching differential of the senior unsecured debt
rating relative to the corporate family rating.  If fully
utilized, the facility would represent approximately 20% of
Cummins' total debt (adjusted for leases and unfunded pensions).

However, Moody's expect utilization to be minimal due to Cummins
strong cash generation.  The SGL-1 rating reflects the company's
strong liquidity position that is characterized by:

   1) free cash generation that should exceed $400 million during
      the next twelve months;

   2) cash and security balances of over $450 million;

   3) the availability of a committed $650 million credit facility
      that matures in 2009 and that is currently unutilized except
      for $116 million in letters of credit;

   4) a $200 million committed receivable sale facility that
      matures in 2007; and

   5) the ample headroom under the covenant provisions of the
      credit facility and the receivable sale facility.

The positive outlook reflects Moody's expectations that Cummins'
debt protection measures will continue to improve as a result of:

   * the increasing competitiveness and diversification of its
     operating units;

   * the strong demand in all of its key markets; and

   * the prudent financial policies being embraced by management.

These financial policies include plans for further debt
reductions.  The key risk that Cummins will continue to face is
the cyclicality in its core truck engine and power generation
markets.  This cyclicality could be exacerbated by a fall-off in
North American engine demand during 2007 as a result of the
introduction of more stringent emissions regulations.

Nevertheless, Cummins' should be able to weather future cyclical
downturns much better than in the past due to:

   * its growing competitiveness in the truck engine market;
   * expanding diversification;
   * an improving balance sheet; and
   * a commitment to maintain ample liquidity.

Despite the severe 2000 to 2003 cyclical downturn in many of
Cummins' markets, the company continued to successfully pursue a
number of operational initiatives that Moody's believes are
helping to build a more robust and sustainable business model.
These initiatives include:

   * establishing long-term supply contracts with major heavy-duty
     truck manufactures;

   * successfully introducing its emissions-compliant engine
     technology during 2001;

   * increasing the investment in its power generation,
     components, and distribution businesses;

   * expanding its international footprint so that non-US
     operations generate approximately half of total revenues; and

   * continuing to build a portfolio of successful international
     engine joint ventures.

Cummins is now benefiting from a strong global rebound in demand
in all four of its business units:

   * engines,
   * power generation,
   * components, and
   * distribution.

Moody's expects that demand in these areas will remain strong
through 2006.

As a result of Cummins' operational initiatives and the recovery
in its markets, the company's financial performance and credit
metrics have improved markedly.  Between FYE December 2003 and the
LTM to June 2005, key metrics have shown these improvements:

   * operating margin expanded from 1.5% to 6.7%;

   * free cash generation grew from break even to a positive
     $326 million;

   * interest coverage increased from 1.2x to 4.3x;

   * free cash flow to debt rose from 0% to 13.5%; and

   * debt-to-EBITDA declined from 4.3x to 2.2x.

Moreover, as Cummins' operational and financial profile has
improved, the company has committed itself to further
strengthening its balance sheet.  During the first quarter of 2005
the company repaid its 6.45%, $225 million notes that were due in
March 2005.  This brought its ratio of debt to capital to the high
end of its targeted 35% to 45% range.  Cummins expects to make
further debt reductions that will take it to the low end of this
range.

Factors which could contribute to an improvement in Cummins'
rating include the company's remaining on track for delivering
further improvement in its credit metrics for fiscal 2005 and
2006.  Metrics which would be supportive of a higher rating
include:

   * free cash flow exceeding $400 million;

   * operating margin approximating 7%;

   * interest coverage of about 5.0x (including joint venture
     dividends as a component of EBIT); and

   * debt to EBITDA of less than 2.0x.

A continued commitment to further debt reductions would be an
additional positive.  Along with these financial benchmarks, a
higher rating would have to be supported by a business model that
is less vulnerable to future downturns.

Factors which might result in pressure on the company's outlook
include a moderation in the pace of operational and financial
improvement that is delivered during the balance of 2005 and into
early 2006, or a retreat from the company's state objective of
further reducing debt and strengthening its balance sheet.

Cummins Inc., headquartered in Columbus, Indiana, is a leading
producer and distributor of:

   * engines,
   * power generation systems, and
   * engine-related components.


DANA CORP: Moody's Reviews Ba2 Corporate Family & Debt Rating
-------------------------------------------------------------
Moody's Investors Service has placed the ratings of Dana
Corporation and Dana Credit Corporation under review for possible
downgrade.  The action follows the company's announcement of:

   * a significant downward revision in its guidance for 2005 full
     year earnings;

   * a possible requirement for a substantial valuation allowance
     against its U.S. deferred tax assets;

   * the potential re-statement of its second quarter financial
     statements; and

   * the impact the reduced earnings guidance and any required
     deferred tax allowance may have on certain financial
     covenants under its multi-year bank credit facility.

The company's earnings expectations have been adversely affected
by higher raw material and energy costs which are now anticipated
to be above earlier assumptions.  In addition, its Commercial
Vehicle segment has been unable to achieve targeted cost
reductions and manufacturing efficiencies.  Furthermore, reduced
light vehicle production volume has affected results at its
Automotive Systems business.

Ratings placed under review:

  Dana Corporation:

     * Corporate Family, Ba2
     * Senior Unsecured, Ba2

  Dana Credit Corporation:

     * Senior Unsecured medium term notes supported by Dana, Ba2

Ratings lowered:

  Dana Corporation:

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

Dana has announced a revision to its 2005 full-year earnings
guidance to a range of $90-$105 million from $196-$219 million, a
reduction of 53% from the midpoint of the respective ranges (the
ranges are prior to any gains or losses on divestitures and asset
sales or other unusual items).  For the first half of 2005 Dana
reported net income, exclusive of unusual items and prior to any
restatement, of $71 million.  Based on the revised full year
guidance, the company's earnings during the second half of the
year will show a significant deterioration from prior
expectations.

At June 30, 2005 the company's deferred tax asset was
approximately $740 million.  Any write down of the asset would not
have a cash impact, but would affect reported GAAP earnings and
book net worth, which was roughly $2,358 million at the same date.

The review will focus on:

   * the impact of prospective lower earnings and cash flow to
     Dana's credit metrics; and

   * the actions that the company will take to correct these
     shortfalls.  

The review will also consider:

   * the implications for Dana's liquidity profile of reduced cash
     flow and potentially narrowed headroom under financial
     covenants;

   * potential implications for existing debt holders of actions
     necessary to achieve covenant waivers or amendments if
     needed; and

   * the significance of internal control matters, if any, that
     may arise from the investigations undertaken by the company
     and its auditors into the matters leading to a potential re-
     statement.  

In addition, the review will consider any changes in strategy or
the timing of strategic actions which may be considered by
management and how these may affect the risk profile of Dana.

The SGL-3 rating represents adequate liquidity over the next
twelve months.  At June 30 the company had approximately $666
million of cash on its consolidated balance sheet.  This amount
continues to exceed scheduled maturities and amounts required for
cash collateral for letters of credit and surety bonds ($71
million at June 30) as well as minimal operating balances for
foreign and domestic operations.  Cash flow from operations is
anticipated to be weaker than prior expectations and does have
seasonal variations driven by OEM production schedules.  External
liquidity is provided by the company's $400 million revolving
credit which is committed until March 2010, subject to covenant
compliance, and a $275 million accounts receivable securitization
facility which requires annual renewal.

As reported by the company, the compliance with the financial
covenants under the bank credit facility (next measured at
September 30) is under review and any non-compliance could affect
amounts available.  Dana has initiated discussions with its banks
in this regard.  At June 30 the company had $175 million borrowed
under the revolver and $110 million outstanding under the accounts
receivable program.

Financial covenants include:

   * net senior debt/tangible net worth (maximum of 1.1:1);

   * EBITDA less capex/Interest (minimum of 1.25 times at
     September 30 but rising to 2.25 times at December 31, and 2.5
     times thereafter); and

   * net senior debt/EBITDA (maximum 3.25 times at September 30,
     2.75 times at December 31, and 2.5 times thereafter).

The accounts receivable securitization facility could be
terminated by its providers if Dana's credit ratings are lowered
below Ba3 by Moody's and BB- by Standard & Poors.  The bank credit
facility is currently unsecured and provides some flexibility for
alternate liquidity arrangements.

Dana Corporation, headquartered in Toledo, Ohio, is a global
leader in the engineering, manufacture and distribution of
products and services for the:

   * automotive,
   * engine,
   * heavy truck,
   * off-highway,
   * industrial, and
   * leasing markets.

Dana Credit Corporation is a wholly owned leasing and finance
subsidiary of Dana Corporation which is in the process of being
liquidated.  Dana had sales of $9.1 billion in 2004 and employs
46,000 people in 28 countries.


DELTA AIR: Wants Court Nod on Davis Polk Retention as Lead Counsel
------------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates  seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to employ Davis Polk & Wardwell as their attorneys in
their Chapter 11 cases.

Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that the Debtors have
selected Davis Polk because of the firm's extensive experience
and knowledge in both corporate transactional work and, in
particular, its recognized expertise in bankruptcy and
restructuring, and other areas.  Davis Polk has been actively
involved in a wide variety of major Chapter 11 cases.

Mr. Bastian notes that Davis Polk is also familiar with the
Debtors' businesses and financial affairs.  The firm has provided
advice to the Debtors on a range of issues for over 20 years, in
areas including aircraft leasing, credit and capital markets
transactions, mergers and acquisitions and litigation.

In March 2004, the Debtors engaged Davis Polk to assist and
advise them with respect to formulating, evaluating, and
implementing various restructuring, reorganization and other
strategic alternatives.  Most recently, the firm assisted and
advised the Debtors in connection with the preparation for, and
commencement of, their Chapter 11 cases.

Under its engagement with the Debtors, Davis Polk agrees to:

   (a) take necessary or appropriate actions to protect and
       preserve the Debtors' estates, including the prosecution
       of actions on the Debtors' behalf, the defense of any
       actions commenced against the Debtors, the negotiation of
       disputes in which the Debtors are involved, and the
       preparation of objections to claims filed against the
       Debtors' estates;

   (b) prepare on the Debtors' behalf, necessary or appropriate
       motions, applications, answers, orders, reports and other
       papers in connection with the administration of the
       Debtors' estates;

   (c) provide advice, representation, and preparation of
       necessary documentation and pleadings regarding debt
       restructuring, statutory bankruptcy issues, postpetition
       financing, securities laws, real estate, employee
       benefits, environmental, business and commercial
       litigation, tax, aircraft financing, and, as
       applicable, asset dispositions;

   (d) counsel the Debtors with regard to their rights and
       obligations as debtors-in-possession, and their powers and
       duties in the continued management and operation of their
       businesses and properties;

   (e) take necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statements and all related documents, and
       further actions that may be required in connection with
       the administration of the Debtors' estates; and

   (f) act as general bankruptcy counsel for the Debtors and
       perform all other necessary or appropriate legal services
       in connection with the Debtors' Chapter 11 cases.

Davis Polk will be paid at their usual hourly rates:

           Professional                       Hourly Rate
           ------------                       -----------
           partners                           $495 to $785
           counsel                            $495 to $785
           associates                         $195 to $475
           paraprofessionals                   $70 to $220
           staff                               $70 to $220

The Debtors will reimburse Davis Polk for actual and necessary
expenses incurred.

During the 12-month period prior to the Petition Date, Davis Polk
received from the Debtors $15,215,436.  

The parties established retainer balances beginning June 2004.  
As of the Petition Date, Davis Polk held a retainer equal to $3
million minus the amount of its final prepetition invoice.

John Fouhey, Esq., a partner at the Firm, assures the Court that
Davis Polk and its professionals:

   (a) are not creditors, equity security holders or insiders of
       the Debtors, except in de minimis ways;

   (b) are not and were not investment bankers for any
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition
       Date, investment bankers for a security of the Debtors, or
       an attorney for an investment banker in connection with
       the offer, sale, or issuance of a security of the Debtors;

   (d) are not and were not, within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       any investment banker; and

   (e) do not have an interest materially adverse to the interest
       of the Debtors' estates or of any class of creditors or
       equity security holders.

Mr. Fouhey, however, discloses that Davis Polk has represented or
transacted with, among others, these potential parties-in-
interest who together with their affiliates comprised greater
than 1% of the firm's revenues during the year ended December 31,
2004:

    -- Comcast Corporation,
    -- Bank of America,
    -- Philip Morris Capital Corporation,
    -- Credit Suisse Leasing,
    -- The Royal Bank of Scotland, PLC,
    -- JPMorgan Chase & Co.,
    -- Citigroup Inc.,
    -- Morgan Stanley,
    -- Deutsche Bank Aktiengesellschaft,
    -- Deloitte & Touche LLP, and
    -- Travelers, formerly known as St. Paul Travelers, and
    -- ABN AMRO Bank, N.V.

Mr. Fouhey believes that Davis Polk is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as modified by Section 1107(b).

The firm will conduct an ongoing review to ensure that no
disqualifying circumstances have arisen.

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: Wants to Assume & Amend American Express Agreements
--------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Delta Air Lines
Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to approve the amendment and
assumption of their agreements with American Express Travel
Related Services Company, Inc.

A. Card Service Agreement

Pursuant to an Airline Card Service Agreement, dated as of
January 1, 2001, Amex cardmembers are permitted to charge goods
and services on their Amex cards, including goods and services
yet to be performed by Delta.

Amex is entitled to reimbursement from Delta for payments made to
Delta for charges and Cardmembers are entitled to credits, and
Amex is entitled to recoup, offset and deduct in the ordinary
course of business the amount of those reimbursements and credits
from sums otherwise payable to Delta.

In addition, Amex is entitled to withhold payments owed by Amex
to Delta to protect its financial exposure with respect to the
Agreement upon the occurrence of certain conditions.

Because a majority of transactions involving the Amex Card are
processed electronically, the Debtors normally receive payment
from Amex on a timely and regular basis.  In 2004, sales on Amex
Cards accounted for approximately $6.11 billion, or 45%, of
Delta's total credit card sales.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
contends that the Debtors' reorganization efforts will be impeded
without the revenues currently received pursuant to the Card
Service Agreement.

B. Co-Branded Card Agreement and the MR Agreement

Under a Delta American Express Co-Branded Credit Card Program
Agreement, dated as of January 1, 2001, the Debtors granted Amex
and its affiliates the sole right to issue Amex Cards branded
with the Delta logo under the Delta/American Express SkyMiles
Credit Card Program.  

Under the Co-Branded Program, holders of Co-Branded Cards earn
frequent flier miles under the Debtors' frequent flier program
for every dollar charged using the Co-Branded Card.  The Co-
Branded Cardholder can then redeem the Miles for travel with the
Debtors and certain other companies that participate in the
SkyMiles Program.

Pursuant to a Membership Rewards Agreement, dated as of Jan. 1,
2001, the Debtors participate in the American Express Membership
Rewards Program, a loyalty program run by Amex.

Under the Membership Rewards Program, Amex awards points to
Program members for the use of certain Amex Cards other than the
Co-Branded Card.  Members can redeem the points for various
awards issued by Amex and other participants in the Program.

Amex pays the Debtors hundreds of millions of dollars annually
pursuant to the Co-Branded Card Agreement and the MR Agreement.

Mr. Huebner asserts that the two Agreements provide a substantial
net benefit to the Debtors' business and are an important
component of the Debtors' branding and customer loyalty
initiatives.  Failure to maintain these arrangements, and the
revenue they provide, could seriously hamper the Debtors'
reorganization efforts, he says.

C. Purchasing Card Agreement and Corporate Card Agreement

Pursuant to a Corporate Purchasing Card Account Agreement, and a
Multinational Corporate Card Account Agreement, both dated
December 1, 2002, Amex issues commercial card products, which
enable the Debtors' employees to charge business-related travel
and entertainment expenses, and allow the Debtors to procure
goods and services from third-party vendors.  

According to Mr. Huebner, the commercial card accounts are
important to the Debtors' cash management and accounting
functions.  These cards are deeply embedded in the Debtors' daily
operations and are used to purchase, among other things, spare
engine parts and other maintenance needs, often on an emergency
basis.  "Loss of the cards would seriously disrupt the Debtors'
daily operations and inconvenience customers."

D. Crown Room Club Agreement and Super Premium Card Partner
   Agreement

Pursuant to a Crown Room Club Agreement, dated as of January 1,
2003, the Debtors provide access to Delta Crown Room clubs to
holders of certain Amex Cards.  Amex pays Delta a fixed fee for
each visit, as provided in the Crown Room Club Agreement.  

Pursuant to a Super Premium Card Partner Agreement, dated as of
May 10, 1999, the Debtors extend privileges accorded under the
Gold Medallion level of the SkyMiles Program to holders of super
premium Amex Cards.  Amex pays the Debtors a set fee for each
holder of those Amex Cards enrolled as a Gold Medallion level
participant in the SkyMiles Program.  

The Crown Room Club Agreement and the Super Premium Card Partner
Agreement result in significant revenue for the Debtors and
increase brand loyalty, Mr. Huebner tells the Court.

                    Amendments to Agreements

Beginning November 2004, the Debtors and Amex entered into
transactions that are part of a complex consensual restructuring
of Delta's financial affairs.

According to Mr. Huebner, Amex paid $500 million to Delta as an
advance payment for the purchase price of Miles to be purchased
by Amex in the future pursuant to a supplement to the Co-Branded
Card Agreement, and the supplement to the MR Agreement, each
dated as of November 30, 2004.

Delta's subsidiaries executed guaranties of Delta's Obligations
in favor of Amex for the benefit of Amex and American Express
Bank, F.S.B.  In addition, Delta, Delta Loyalty Management
Services, LLC, and the Guarantors granted to Amex liens, offset
rights, recoupment rights, and security interests in certain of
their assets as security for their Obligations to Amex pursuant
to various security agreements.   Amex also received the right to
award a significant number of additional Miles to Cardholders at
the Debtors' expense.

In connection with a $630 million Credit Agreement, dated
November 30, 2004, between the Debtors and General Electric
Capital Corporation, the Debtors submitted two groups of assets
as collateral:

    (a) substantially all of the assets of Delta Loyalty
        Management Services, LLC, related to the Co-Branded Card
        Agreement and the MR Agreement or the SkyMiles Program,
        including without limitation, payment Co-Branded
        intangibles and rights under the Co-Branded Card
        Agreement and the MR Agreement, and

    (b) all right, title and interest of Delta in the Co-Branded
        Card Agreement and the MR Agreement and the Card Service
        Agreement.

Pursuant to an Intercreditor Agreement, Amex and GECC agreed
that:

   (i) in and with respect to the SkyMiles Collateral, Amex would
       have senior and prior lien priority with respect to the
       Advance Payment Transaction and the Card Service
       Agreement, and GECC as Collateral Agent would have
       junior and subordinate lien priority with respect to the
       Pre-Petition Credit Facility, and

  (ii) in and with respect to the Pre-Petition Credit Facility
       Collateral, GECC as Collateral Agent would have senior and
       prior lien priority with respect to the Pre-Petition
       Credit Facility, and Amex would have junior and
       subordinate lien priority with respect to the Advance
       Payment Transaction.

Pursuant to the Supplements and the Intercreditor Agreement, Amex
agreed that it would consensually subordinate its junior and
subordinate interests in the Pre-Petition Credit Facility
Collateral by an agreed-upon sum subject to certain conditions,
including the Debtors' assumption of the Co-Branded Card
Agreement and the MR Agreement and the Card Service Agreement.

On September 9, 2005, Amex began establishing a special cash
reserve by withholding payments it owed to Delta under the Card
Service Agreement.

After negotiations, American Express Bank, F.S.B., Delta and DLMS
entered into a Modification Agreement, dated September 15, 2005,
pursuant to which, Amex agrees to:

   (i) suspend withholding payments into the Special Cash Reserve
       under the Card Service Agreement after Sept. 21, 2005, and
       recommence the funding of the Special Cash Reserve up to
       $350 million in the aggregate only if an order has not
       become final and non-appealable by October 11, 2005,

  (ii) release the entire amount of the Special Cash Reserve upon
       the satisfaction of certain specified conditions,
       including the order becoming final and non-appealable, and

(iii) amend the trigger events giving rise to its rights to
       establish cash reserves under the Card Service Agreement
       pursuant to the Chapter 11 Addendum to the Card Service
       Agreement.

Pursuant to the Modification Agreement, Amex has also irrevocably
agreed to subordinate all of its liens in certain substantial
collateral to a secured debtor-in-possession financing facility
with, among others, GECC in an amount not to exceed $1.7 billion.

Mr. Huebner tells the Court that the Debtors' ability to obtain
the DIP Facility is greatly facilitated by Amex's consent to
subordinate all of its liens in certain substantial collateral,
and Amex's agreement to so consent is contingent upon the entry
of the Order and the interim authorization of the Amex DIP Loan.  

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: Fitch Places ETCs and EETCs on Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed two Equipment Trust Certificate (ETC) and
four enhanced equipment trust certificate (EETC) transactions on
Rating Watch Negative.  The Rating Watch Negative reflects the
bankruptcy filing of Delta Air Lines, Fitch's subsequent downgrade
of Delta's issuer default rating to 'D', as well as the outlook
for the aircraft that support the ETC and EETC transactions.

During the first 60 days of its bankruptcy, Delta is not required
to make payments to support its ETC, EETC and other aircraft
financings.  According to U.S. Bankruptcy Law, Delta must
determine whether it will resume payments or permanently stop
payments during the 60-day period.  Renegotiations of payments
could also occur.  Permanent stoppage of payments would trigger a
return of the aircraft collateral.  Interest and principal on the
ETCs and EETCs are paid every six months.  Only one of the six
ETCs/EETCs below has missed a payment, Delta Air Lines 1992 ETC.  
The four EETCs have liquidity facilities sufficient to pay
interest on the rated classes for three payment periods, while the
two ETCs do not.

While it is difficult to determine which payments Delta will
continue, renegotiate, or stop permanently, Fitch expects that as
part of its bankruptcy Delta will likely downsize its fleet and
eliminate non-core aircraft.  If aircraft are returned, the
ETC/EETC holders will look to sell or lease the aircraft.

The ratings placed on Rating Watch Negative are:

   E-EETC transaction

     Delta Air Lines European Enhanced Equipment Trust
     Certificates, series 2001-2

     -- Class A 'BBB-';
     -- Class B 'CCC'.

   EETC transactions

     Delta Air Lines pass-through certificates, series 2000-1

     -- Class A-1 'B';
     -- Class A-2 'B';
     -- Class B 'CCC';
     -- Class C 'CC'.

    Delta Air Lines pass-through certificates, series 2001-1

     -- Class A-1 'B';
     -- Class A-2 'B';
     -- Class B 'CCC';
     -- Class C 'CC'.

   Delta Air Lines pass-through certificates, series 2002-1

     -- Class C 'CCC'.

   ETC transactions


   Delta Air Lines equipment trust certificates, series 1992

     -- Class B2 'CC'.

   Delta Air Lines equipment trust certificates, series 1993

     -- Class A2 'CC'.


DOE RUN RESOURCES: Reports $178.98-Mil Equity Deficit at July 31
----------------------------------------------------------------
The Doe Run Resources Corporation delivered its quarterly report
on Form 10-Q for the quarter ending July 31, 2005, to the
Securities and Exchange Commission on September 14, 2005.  

The Company reported a $10,332,000 net income on $257,109,000 of
net revenues for the quarter ending July 31, 2005.  At July 31,
2005, the Company's balance sheet shows $481,824,000 in total
assets and a $178,981,000 stockholders deficit.  

Gross margin on sales decreased from $33.5 million in the 2004
quarter to $29.2 million in the 2005 quarter and increased from
$65.8 million in the 2004 period to $94.9 million in the 2005
period.

Selling, general and administrative costs increased $4.3 million
in the 2005 quarter over the 2004 quarter and $10.3 million in the
2005 period over the 2004 period.

Other operating expenses decreased $0.1 million from the 2004
quarter to the 2005 quarter and increased $1 million from the 2004
period to the 2005 period.

KPMG LLP issued unqualified opinions on the Company's 2002, 2003
and 2004 audited financial statements but expressed substantial
doubt about the Company's and Doe Run Peru's ability to continue
as going concerns due to net capital deficiencies, substantial
debt service requirements, and significant capital requirements
under environmental commitments.

On July 27, 2004, the Company decided to replace KPMG.  The
Company hired Crowe Chizek and Company LLC on August 25, 2004.

A full-text copy of Doe Run's latest quarterly report is available
at no charge at http://ResearchArchives.com/t/s?192

The Doe Run Corporation is one of the world's leading providers of
premium lead and associated metals and services.


DURANGO GEORGIA: St. Marys Submits $15 Million Stalking Horse Bid
-----------------------------------------------------------------
Sept. 19 /PRNewswire/

St. Marys Redevelopment Group, LLC, submitted a stalking horse bid
to acquire the assets held by the Bankruptcy Estate of Durango
Georgia Paper Company in order to redevelop the site of the former
Durango Paper Mill in St. Marys, Georgia, into a mixed-use
development.  St. Marys is a sister company of RealtiCorp, a
Greenville, South Carolina commercial real estate development
firm.

A "stalking horse bidder" in a bankruptcy case agrees to offer a
bid that sets a floor price for other bids at a subsequent auction
to be conducted by the Trustee.  The stalking horse bidder is
allowed to submit higher bids at the auction, along with the other
bidders.  In addition, the stalking horse bidder is allowed to
recover its costs if it is ultimately outbid.

As part of the stalking horse bid, St. Marys proposes to pay to
the Trustee a percentage of revenues produced from the property's
redevelopment, either via a joint venture agreement with the
Trustee or a similar revenue sharing agreement.  Under the terms
of this bid, the Bankruptcy Estate would receive $15 million in
cash at closing, plus 18.5 percent of all future gross revenues
from development sales and from sale of the equipment out of the
closed paper mill.

"This is an extraordinary site with views that are unmatched in
the area," stated J.B. Holeman, project manager for St. Marys
Redevelopment Group.  "We believe that what we are proposing will
be a perfect fit for the city of St. Marys and the surrounding
area. Our plans for the 700-acre site presently include 1,100
residential units, a hotel and several restaurants," he added.  
The development may also contain a marina.

Anthony Schnelling, the court-appointed Trustee for the Durango
estate, commented, "This stalking horse bid is materially higher
and better than the other offers."  Mr. Schnelling observed that
as Trustee, he is charged with selecting the "highest and best"
bid that is submitted, and that the highest bid might not
necessarily be the best.  "I have a fiduciary responsibility to
Durango's creditors to provide them with a maximum recovery on
their claims against the Bankruptcy Estate.  In making this
determination, I plan to be very sensitive to the impact that this
decision will not only have on the creditors, but also on the
citizens of St. Marys and the surrounding area."

A court-supervised auction to determine the ultimate owner of the
assets of the Durango estate will be held on Dec. 6, 2005.

Headquartered in St. Mary's, Georgia, Durango Georgia --
http://www.durangopaper.com/-- was a nationally recognized   
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
Durango's creditors filed an involuntary chapter 7 petition
against it and the Company consented to the petition.  The Company
filed for chapter 11 relief on Nov. 20, 2002 (Bankr. S.D. Ga.
Case No. 02-21669).  George H. Mccallum, Esq., at Stone & Baxter,
LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley & Dunn, PC,
and Neil P. Olack, Esq., at Duane Morris LLP, represent the Debtor
in its restructuring efforts.  Bridge Associates, LLC, was
appointed as Trustee in the Case under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.


EAGLEPICHER HOLDINGS: Wants to Modify Mexican Credit Agreement
--------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for authority to amend the terms of the "Second Amended
and Restated Running Account Line of Credit Agreement" between
EaglePicher Automotive, Inc., and EPTEC S.A. De C.V., a non-debtor
affiliate.

EP Automotive provides a $20 million revolving unsecured line of
credit to EPTEC pursuant to the agreement.  Interest from the
credit agreement is payable to EP Automotive on an annual basis.  

Under Mexican tax law, EPTEC is required to remit an "interest
payable tax" to the government equal to 15% of its unpaid yearly
interest.  EP Automotive and EPTEC want to amend the agreement so
that interest will be payable every three years, as opposed to the
current annual payment.

Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey LLP, tells
the Bankruptcy Court that the proposed modification will enable
EPTEC to lawfully avoid certain taxes and penalties that might be
assessed against it by the Mexican government.  Mr. Lerner adds
that the amendment will not alter the amount or timing of
principal payments due under the loan or the amount of interest
payable under the loan.

EPTEC reports that it is obliged to pay Interest Payable Tax
totaling $154,000, plus a $34,000 penalty, for 2003 and $171,000
for 2004 due to its non-payment of interest to EP Automotive.  In
addition, the Mexican government will assess penalties for the
2004 tax year if EPTEC fails to pay the 2004 Interest Payable Tax
this month.

A copy of the credit agreement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=050919203907

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


ENRON CORP: Inks Settlement Pact Resolving TPL Guaranty Claims
--------------------------------------------------------------
Enron Capital & Trade Resources Limited, an affiliate of
Enron Corp., and Teesside Power Limited are parties to a Power
Purchase Agreement, dated June 26, 1991, as amended.

Enrici Power Marketing Limited, an affiliate of Enron, and TPL
are parties to a Power Purchase Agreement dated June 26, 1991, as
amended.

On Nov. 29, 2001, ECTRL was placed into administration in the
United Kingdom.

In connection with its subsidiaries' obligations under the PPAs,
Enron issued guaranties in favor of TPL:

       Issue Date     Subsidiary
       ----------     ----------
       06/26/1991     Enrici
       06/26/1991     Enron Power (U.K.) Limited.
       12/31/1998     Enron Europe Limited.
       06/21/2000     ECTRL

On October 11, 2002, TPL filed Claim No. 10784 as a general
unsecured claim against Enron for GBP597,357,687, equivalent to
$849,263,424, plus contingent unliquidated amounts based on the
ECTRL Guaranty.

TPL filed contingent and unliquidated claims against the Debtors
on account of the other guaranties.  TPL asserts Claim Nos.
10781, 10782 and 10783 with respect to the Enrici, EPL and EEL
Guaranties.

The Reorganized Debtors objected to the Claims.

After arm's-length negotiations, the Reorganized Debtors and TPL
agree that:

    (i) the ECTRL Guaranty Claim will be allowed as a Class 4
        general unsecured claim against Enron for $610,509,800;

   (ii) the Enrici Guaranty Claim will be allowed as a Class 4
        general unsecured claim against Enron for $297,210,478;

  (iii) the EPL Guaranty Claim and EEL Guaranty Claim will be
        disallowed and expunged with prejudice;

   (iv) the amounts of the Allowed Enrici Guaranty Claim and the
        Allowed ECTRL Guaranty Claim include $1,192,840 and
        $5,823,625, respectively, for Value Added Tax liability
        under the PPAs based on supplies by TPL to ECTRL and
        Enrici under the PPAs.  TPL will be entitled to an
        increased Class 4 general unsecured claim in the event
        that HM Revenue and Customs determines within 2 years from
        the date of the Settlement that TPL's VAT liability under
        the PPAs is greater than the amounts set forth; and

    (v) they will mutually release one another from all
        liabilities in connection with the Guaranties.

Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Reorganized Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York to approve their settlement
agreement with TPL.

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

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


ENRON CORP: Wants Court Nod on BP Oil, et al., Settlement Pact
--------------------------------------------------------------
Wilbur F. Foster, Jr., Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York, relates that, prior to the Petition Date, Enron
Corporation and its debtor-affiliates were parties to various
confirmations, swap agreements, commodities contracts, master
agreements and forward contracts with:

     -- BP Oil International Ltd.,
     -- BP Chemicals Ltd.,
     -- BP Shipping Ltd., BP Gas Marketing Ltd.,
     -- BP Singapore Pte. Ltd., and
     -- Veba Oil Supply & Trading.

The BP Parties filed claims in connection with the Contracts:

   Claim No.   Claimant     Debtor    Amount Asserted
   ---------   --------     ------    ---------------
     10602       BPOI       ECTRIC        $6,828,884
     10603       BPC        ECTRIC          $503,410
     10604       BPS        ECTRIC          $133,300
     10605       BPGM       ECTRIC            $9,961
     10606       BPGM       Enron         $9,960,860
     10608       BPOI       Enron         $6,828,884
     10610       Veba       Enron           $931,320
     10611       Veba       ECTRIC          $931,320
     10612       BPOI       ENA             $272,000
     10607       BP         ECTRIC        SG$638,195

The Parties have settled their disputes and agree that:

    (a) the BP Parties will pay the Reorganized Debtors the
        payments due under the Contracts as agreed to by the
        Parties;

    (b) Claim Nos. 10605 and 10606 will be allowed for $8,000,000
        each;

    (c) all claims filed by BP Parties in connection with the
        Contracts, but not including the Allowed Claims, will be
        deemed irrevocably withdrawn, with prejudice, and to the
        extent applicable expunged; and

    (d) the Parties will exchange a mutual release of all claims
        related to the Contracts;

    (e) all liabilities scheduled by the Reorganized Debtors in
        favor of the BP Parties in connection with the Contracts
        will be deemed irrevocably withdrawn and expunged.

Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Reorganized Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York to approve their settlement
with the BP Parties.

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

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


FIRST UNION: Poor Collateral Performance Cues Fitch to Junk Rating
------------------------------------------------------------------
Fitch Ratings has downgraded these First Union Home Equity Loan
Trust, series 1997-2 issue:

   -- Class B to 'C' from 'CCC'.

All of the mortgages in the aforementioned transaction consist of
fixed-rate and balloon mortgages extended to subprime borrowers.

The downgrade, affecting approximately $14.91 million of
outstanding certificates, is a result of the poor performance of
the collateral.  Insufficient credit enhancement on the
certificate has resulted in principal reductions of the bond
balance. Currently, the deal has approximately $1.86 million in
foreclosure and real estate owned and may sustain future losses.  
The pool factor (i.e. current mortgage loans outstanding as a
percentage of the initial pool) for this deal is 6% and is 95
months seasoned.

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


FOAMEX INTERNATIONAL: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) and certain of its
subsidiaries filed voluntary petitions for relief under chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.  Yesterday's filings, the Debtors say, do
not affect its foreign operations.

Foamex will use chapter 11 to implement its restructuring
initiatives, which are designed to restore the Company to long-
term financial health, while continuing to operate in the normal
course of business.  Foamex will seek to emerge expeditiously from
chapter 11, and it anticipates that its day-to-day operations will
continue as usual without interruption during the chapter 11
process.

                       DIP Financing

The Debtors are seeking Bankruptcy Court approval of up to
$240 million in revolving credit debtor-in-possession financing
arranged by Bank of America, N.A. as agent.  The proposed DIP
financing, combined with the Company's cash flow from operations,
is expected to provide the Company with sufficient liquidity to
meet its post-petition operating expenses in the ordinary course
of its business.  With these funding sources, the Company will be
in a position to pay certain pre-petition obligations, including
those owing to certain critical suppliers and employees, subject
to Bankruptcy Court approval.  Foamex has also received a
commitment from Bank of America for exit financing upon the
Company's emergence from chapter 11.

          Agreement in Principle on Proposed Plan

The Company, which has been in active negotiations with its key
creditors, also disclosed an agreement in principle with certain
members of an ad hoc committee that collectively hold a majority
of the Company's Senior Secured Notes on the key terms of a
proposed reorganization plan.  The agreement in principle would
provide for a significant deleveraging of the Company's balance
sheet and result in improvements to the Company's capital
structure and profitability.  As part of this process, the Debtors
voluntarily filed for chapter 11 protection, allowing them to
expedite and complete their reorganization while operating without
disruption.

Pursuant to the agreement in principle, the Company would
eliminate approximately $523 million of outstanding bond
indebtedness which, in turn, would result in annual interest
savings of $54 million.  Specifically, holders of the Company's
Senior Secured Notes would convert their debt into 100% of the
equity of the reorganized Company, subject to dilution.  If
unsecured creditors (to the extent their claims are not otherwise
treated as critical supplier claims or paid through assumption of
their contracts during the case) and the holders of Foamex's
Senior Subordinated Notes vote to accept the reorganization plan,
then they will receive, on a pro rata basis, warrants to purchase
between 5% and 10% of the equity of the reorganized Company,
depending on the ultimate allowed amount of general unsecured
claims.  Under the agreement in principle, there would be no
recovery for holders of equity interests in the Company.

"We believe this plan represents the best opportunity for Foamex
to restructure its debt in an effective and timely manner," said
Tom Chorman, President and Chief Executive Officer.  "The chapter
11 process will allow Foamex to gain immediate liquidity and
continue operating without interruption, while giving us the
opportunity we need to restructure our balance sheet, strengthen
our business performance and create long-term value."

Mr. Chorman added, "We expect to emerge from this process as
quickly as possible with a more appropriate capital structure that
will allow us to be a healthier, more competitive company.  We
greatly appreciate the ongoing support of our long-term lenders,
senior debt holders, customers, suppliers and employees.  Their
continued backing has been, and will continue to be, an integral
factor in our success."

                     First Day Motions

In addition to seeking Bankruptcy Court approval of DIP financing,
Foamex has filed a variety of typical "first day" motions in the
Bankruptcy Court seeking authority to pay certain pre-petition
amounts owed to its employees, critical suppliers, customers and
others.  These "first day" motions are intended to ensure that the
Company transitions seamlessly into chapter 11 and that such key
groups remain unaffected to the greatest extent possible by the
chapter 11 filing.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of  
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.


FOAMEX INTERNATIONAL: Case Summary & 25 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Foamex International Inc.
             1000 Columbia Avenue
             Linwood, Pennsylvania 19061

Bankruptcy Case No.: 05-12685

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      FMXI, Inc.                                 05-12686
      Foamex L.P.                                05-12687
      Foamex Capital Corporation                 05-12688
      Foamex Carpet Cushion LLC                  05-12689
      Foamex Asia, Inc.                          05-12690
      Foamex Latin America, Inc.                 05-12691
      Foamex Mexico, Inc.                        05-12692
      Foamex Mexico II, Inc.                     05-12693

Type of Business: Foamex is the largest manufacturer of flexible
                  polyurethane and advanced polymer foam products
                  in North America.  Foamex manufactures comfort
                  cushioning for bedding, furniture, carpet
                  cushion and automotive markets as well as
                  technical foams for diverse applications in
                  industrial, consumer, electronics and
                  transportation industries.
                  See http://www.foamex.com/

Chapter 11 Petition Date: September 19, 2005

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Lead
Counsel:          Paul, Weiss, Rifkind, Wharton & Garrison LLP

Debtors' Local
Counsel:          Pauline K. Morgan, Esq.
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Debtors'
Financial
Advisor:          Miller Buckfire & Co. LLC

Debtors'
Auditor &
Accountant:       KPMG LLP

Debtors' Claims
And Noticing
Agent:            Bankruptcy Services LLC

Financial Condition as of July 3, 2005:

      Total Assets: $620,826,000

      Total Debts:  $744,757,000

Consolidated List of Debtors' 25 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
U.S. Bank N.A.                   10-3/4% Senior     $300,000,000
Corporate Trust Services         Secured Notes
100 Wall Street, Suite 1600
New York, NY 10005
Attn: James E. Murphy
Vice President
Fax: (212) 514-6841

The Bank of New York             Senior             $200,085,000
101 Barclay Street               Subordinated
21st Floor West                  Notes (2 Tranches)
New York, NY 10286
Fax: (212) 815-5915

Dow Chemical                     Trade Debt          $20,513,344
2030 Dow Center
Midland, MI 48674
Attn: Don Marquette
Tel: (856) 802-9465
Fax: (989) 636-2705

Lyondell Chemical Worldwide      Contract            $16,620,973
1221 McKinney Street
Houston, TX 77010
Attn: Larry Schubert
Tel: (713) 309-4960
Fax: (713) 951-1602

Bayer Corporation                Contract            $14,047,029
100 Bayer Road
Pittsburgh, PA 15205
Attn: Bob Kirk
Tel: (412) 777-2560
Fax: (412) 777-7760

Shell Chemical Co.               Contract             $7,525,634
P.O. Box 2463
Houston, TX 77252-2463
Attn: Jean Claude Vandichel
Tel: (713) 241-4965
Fax: (713) 241-3809

BASF Corporation                 Trade Debt           $4,030,256
1609 Biddle Avenue
Wyandotte, MI 48192
Attn: Larry Berkowski
Tel: (734) 324-5485
Fax: (734) 324-5452

Huntsman Polyurethanes           Contract             $2,723,096
10003 Woodloch Forest Drive
The Woodlands, TX 77380
Attn: Greg Geaman
Tel: (281) 719-4822
Fax: (713) 235-6416

Milliken & Company               Trade Debt           $1,262,232
920 Milliken Road
Spartanburg, SC 29303
Attn: Denis Golden
Tel: (212) 819-4586
Fax: (212) 819-4279

American Express Travel          Contract             $1,200,000
Related Services Company, Inc.
Travel Group Service Center
20022 North 31st Avenue
Mail Code 080315
Phoenix, AZ 85027
Attn: Renee Celinski
Tel: (609) 844-7770
Fax: (623) 492-1777

Kawashima Textile USA Inc.       Trade Debt           $1,061,233
412 Groves Street
Lugoff, SC 29078
Attn: Cris Cowger
Vice President
Tel: (803) 421-0033
Fax: (803) 421-0039

EDS Corporation                  Contract             $1,056,750
H1-5E-85
5400 Legacy Drive
Plano, TX 75024
Attn: Dale Hoeshell
Client Executive
Tel: (972) 605-5103
Fax: (972) 605-6508

Mesilla Valley Transportation    Contract               $898,506
3530 West Picocho
Los Cruces, NM 88001
Attn: Royal Jones
Tel: (505) 541-4252
Fax: (505) 524-2835

Inolex Chemical Co.              Contract               $894,672
Jackson & Swanson Streets
Philadelphia, PA 19148
Attn: Mike Chiarlone, Jr.
Tel: (215) 271-0800 ext. 227
Fax: (215) 271-2621

Goldschmidt Chemical Corp.       Trade Debt             $714,928
914 East Randolph Road
Hopewell, VA 23860
Attn: J.W. Witherspoon
Market Manager
Tel: (704) 544-0230
Fax: (704) 544-0240

Maverick Inc.                    Contract               $663,328
5817 Tree Line Drive
Madison, WI 53711
Attn: Chris Peterson
Tel: (608) 227-0223
Fax: (608) 227-0224

Great Lakes Chemical Corp.       Contract               $531,680
P.O. Box 2200
West Lafayette, IN 47906
Attn: Vice President, Marketing
Tel: (704) 894-0781
Fax: (704) 894-0162

Gulbrandsen Manufacturing        Trade Debt             $461,916
183 Gulbrandsen Road
Orangeburg, SC 29116
Attn: Donald Gulbrandsen
Tel: (908) 735-5458 ext. 108
Fax: (908) 735-6971

GE Silicones                     Trade Debt             $441,155
318-24 Fourth Avenue
South Charleston, WV 25303
Attn: David Simpson
Account Executive
Tel: (704) 545-7250
Fax: (704) 545-2475

Crowley Chemical Company         Trade Debt             $370,386
261 Madison Avenue, 14th Floor
New York, NY 10016
Attn: Christopher Montensen
Tel: (212) 682-1200
Fax: (212) 953-3487

Knight Transportation            Contract               $365,598
5601 West Buckeye Road
Phoenix, AZ 85043
Attn: Keith Knight
Tel: (602) 606-6457
Fax: (714) 685-6606

NBS Trucking                     Contract               $353,997
P.O. Box 39
Custer City, PA 16725
Attn: Jim Rychik
Tel: (814) 362-2076
Fax: (814) 362-6472

Advanced Foam Recycling Inc.     Trade Debt             $285,373
P.O. Box 822022
North Richland Hills, TX 76182
Tel: (817) 834-7662
Fax: (817) 834-2676

Albermarle Corporation           Trade Debt             $278,232
108 Interlachen Court
Avondale, PA 19311
Tel: (610) 268-0232
Fax: (610) 268-3025

AM & Associates                  Trade Debt             $252,096
602 North Cypress Street
Orange, CA 92867-6604
Tel: (714) 744-1100
Fax: (714) 744-9865


FORD MOTOR: CAW Members Favor Ford Canada's Tentative Labor Pact
----------------------------------------------------------------
CAW members who work at Ford Canada have voted overwhelmingly in
favor of a new three-year collective agreement.

Thousands of Ford workers attended ratification meetings Saturday,
Sept. 17, and Sunday, Sept. 18, in locations across Ontario.

Ford production workers voted 94.9% per cent in favor, while
skilled trades voted 95.5%.

CAW president Buzz Hargrove said the strong support for the
agreement shows that the vast majority of union members believe
the CAW has negotiated a good agreement in a tough environment.

"We had to negotiate solutions to some very tough problems with
Ford in this bargaining," said Buzz Hargrove, CAW President,
noting the closure of the Windsor castings plant and the phase-out
of the V6 engine at Essex engine and the loss of an estimated 1100
jobs over the term of the agreement.

"Instead of solely resisting change, we've put the focus on
managing change in a compassionate way.  We negotiated generous
severance provisions, and hope to offset all job losses through
early retirement and preferential hiring at other locations," Mr.
Hargrove added.  "Our members trusted their union to defend their
interests as best we could through the coming restructuring, and
these strong ratification votes prove that trust was well-
deserved."

Mr. Hargrove said that other companies could learn a lesson from
how the CAW and Ford dealt with the restructuring issue.  "The
company was honest and frank with us, and together we were able to
address those challenges in a manner that clearly satisfied our
members."

At DaimlerChrysler intense negotiations continue as expiry of the
current settlement approaches at 11:59 p.m. Tuesday, Sept. 20.  
The CAW/DaimlerChrysler bargaining committees have been working
hard to settle outstanding issues, including those involving work
organization and job security.

                FORD 2005 Ratification Results

                                  Yes     No   Total     %
                                 ---------------------------
          Production & Office    4130    220   4350    94.9%
                                 ---------------------------
          Trades                 1013     48   1061    95.5%
                                 ---------------------------
          Total                  5143    268   5411    95.0%
                                 ---------------------------

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

                         *     *     *

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

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


GEO GROUP: Completes $75 Million Sr. Secured Credit Facility
------------------------------------------------------------
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.

The Senior Credit Facility was underwritten by BNP Paribas.

The GEO Group, Inc. delivers 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.  Moody's said
the rating outlook remains stable.


GMAC COMMERCIAL: Fitch Affirms BB Rating on $12.2MM Class F Certs.
------------------------------------------------------------------
Fitch Ratings upgrades these classes of GMAC Commercial Mortgage
Securities, Inc., mortgage pass-through certificates, series 2002-
FL-1:

   -- $19.7 million class C to 'AAA' from 'AA';
   -- $20.9 million class D to 'AA' from 'BBB';
   -- $9.8 million class E to 'BBB' from 'BBB-'.

These class is affirmed and removed from Rating Watch Negative:

   -- $12.2 million class F at 'BB'.

This class is affirmed:

   -- Interest-only class X at 'AAA'.

The upgrades reflect increased credit support from the Atrium
Office loan payoff and curtailments since Fitch's last rating
actions.  The transaction has paid down $398 million, or 86% since
issuance.

Class F was originally placed on RWN due to concerns with the
Infomart loan.  In May 2005, the loan was transferred to the
Special Servicer which has indicated an October 2005 resolution
with no loss to the trust debt.

The Infomart loan (85.3% of the trust) is secured by a Class 'A'
office building totaling 1.2 million square feet in Dallas, TX.  
Collateral is both traditional office (55%) and telecom space
(45%).  A hard lockbox, in place since November 2003, sweeps
monthly rents.  After transfer, the special servicer selected to
pursue a note sale and reports receiving numerous bids from
qualified buyers.

The master servicer indicated two loan curtailments, totaling
approximately $742,000, occurred since transfer.  Based on July
2005 leases in place and year-end 2004 operations, the Fitch net
cash flow declined 26.2% from issuance.  The Fitch debt service
coverage ratio for the trust was 1.20 times (x) compared to 1.55x
at issuance.  As of July 2005, occupancy was 76% compared to 91%
at issuance.

The Stevens-Arnold Building (10.5%) is secured by a 100,026 sf
office, research, and development building located in Milpitas,
CA.  The building is master leased to a single tenant, Artesyn
Technologies, Inc., on a triple net lease.  Artesyn will vacate at
lease expiration in December 2005, which is prior to the loan's
final maturity in July 2006.  Asking rents are well below
Artesyn's current rent per square foot.  Although Fitch is
concerned with the loan, a cash flow sweep implemented in March
2003 has reduced the whole loan by 29% since issuance.  
Additionally, whole loan debt psf of $120.59 and trust debt of
$65.66 are well below recent sales psf for similar product in the
San Jose market.

The two remaining loans, 505 and 525 Northbelt Atrium Buildings
(4.2%) are cross-collateralized and secured by 156,635 sf of
office space in Houston, TX.  In January of 2003 the issuance loan
balance on the 505 loan was reduced by approximately 10% when the
loan failed a DSCR performance test.  No further reductions are
expected to occur.  Based on July 2005 LIP and YE 2004 operations,
the Fitch NCF has declined 2.0% from issuance.  Fitch DSCR for the
trust was 1.62x compared to 1.66x at issuance.  As of July 2005,
the weighted average occupancy was 75.0% compared to 70.6% at
issuance.


HOLLINGER INT'L: Settles Class Action Suit with Clients for $31.8M
------------------------------------------------------------------
Attorneys for advertising customers of the Chicago Sun-Times and
two of its sister newspapers have reached a tentative global
settlement with Hollinger International, Inc. (NYSE: HLR - News),
parent company of the publications, which together with earlier
settlements provide advertisers with aggregate benefits of
$31.8 million in cash and additional advertising.  The original
class action complaint was filed following the Sun-Times'
voluntary reporting of its circulation problems and was later
consolidated with 11 other class action lawsuits filed in Cook
County and other courts.  The plaintiffs alleged that the
Hollinger-owned newspapers inflated their published circulation
numbers in order to charge higher advertising rates.

Attorneys for both parties have filed a joint motion to approve
the proposed settlement, which would compensate advertisers for
damage claims related to the exaggerated circulation figures.  The
settlement has been approved by the court subject to a fairness
hearing in January 2006.

The settlement was the result of a six-month mediation conducted
by former federal Judge Abner J. Mikva, who served as the court's
appointed mediator.  Michael B. Hyman, co-lead counsel for the
class and a principal in the Chicago law firm of Much Shelist,
said, "Plaintiffs contended that the newspapers' inflation of
their circulation numbers caused our clients to pay more for
advertising than they would have paid if the circulation numbers
had been accurately reported."  Class counsel conducted extensive
discovery involving review of tens of thousands of documents and
depositions of several high-level Sun-Times personnel, including
Publisher John Cruickshank and Vice President of Advertising
Heather McKie.

By court order, the Sun-Times was able to negotiate settlements
during the pendency of the litigation with nearly 400 of its
largest advertisers for an aggregate consideration in cash and
enhanced advertising benefits of $16.8 million.  When coupled
with the proposed settlement with the remaining advertisers of
$15 million in cash and advertising benefits, the plaintiffs will
receive an aggregate total benefit of $31.8 million.  The Sun-
Times is responsible for paying all costs associated with the
administration of the settlement, including publication of notice,
mailed notice and distribution of benefits to the class.  The
Sun-Times has also agreed to pay an additional sum to cover the
fees and expenses of the class counsel up to a total of $5.575
million, which represents less than 15% of the aggregate benefits
of the settlement.  None of these costs will reduce the benefit to
the advertiser class.

Burton I. Weinstein, co-lead counsel for the advertiser class and
a partner in the Chicago law firm of Baskin, Server, Berke &
Weinstein, stated, "This settlement truly benefits all parties.
Members of the class are being fairly compensated for the
overstatement of circulation figures, which occurred over several
years and only came to light after John Cruickshank's revelation
of this practice. Plaintiffs are satisfied with the efforts of the
Sun-Times and its sister publications to put in place checks and
balances to prevent this from reoccurring."

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

                         *     *     *

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

Ratings withdrawn:

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

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

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

Ratings confirmed:

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

Moody's says the outlook is changed to positive.


HIGH VOLTAGE: Affiliates Must File Proofs of Claim by Sept. 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, set Sept. 30, 2005, as the deadline for each
current and former non-debtor subsidiary and affiliate owed money
by High Voltage Engineering Corporation and its debtor-affiliates,
on account of claims arising prior to Feb. 8, 2005, to file formal
written proofs of claim.  

Non-debtor subsidiaries and affiliates must send their claim forms
by mail to chapter 11 Trustee Stephen Gray's claims and noticing
agent at:

        High Voltage Engineering Corp., Claims Center
        c/o The Trumbull Group LLC
        P.O. Box 721
        Windsor, CT 06095-0721

Or by hand-delivery or overnight courier at:

        High Voltage Engineering Corp. Claims Center
        c/o The Trumbull Group LLC
        4 Griffin Road North
        Windsor, CT 06095

Non-debtor subsidiaries and affiliates with unpaid claims from the
Debtors' 2004 chapter 11 cases are required to file their claims
in the Debtors' new chapter 11 cases.

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

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


INTERSTATE BAKERIES: Can Walk Away from 25 Real Property Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to reject 24 non-residential real property leases
effective as of Aug. 24, 2005, to reduce postpetition
administrative costs:

   Landlord             Address of Leased Premise     Lease Date
   --------             -------------------------     ----------
   Alfred Santos        9477 Telegraph Road,          10/15/1986
                        Pico Rivera, California

   Batavia Big N        Store #2, Batavia Big N       07/18/1995
   Plaza Associates     Plaza, Batavia, New York

   Covina Industrial    1600 W San Bernardino Road    04/01/1984
   Park                 Covina, California

   Chuong Kha           14535 East Temple Avenue,     10/20/1992
                        La Puente, California

   Crestar Bank         7816 Peppers Ferry Blvd.,     06/07/1994
                        Radford, Virginia

   Dallas Eubanks       1415 Cumberland Falls,        02/01/1999
                        Corbin, Kentucky

   Earl & Myrna         Keystone Restyling Building,  01/08/1996
   Pilling              2525 Old Route 15, Suite #2,
                        New Columbia, Pennsylvania

   Edward D. Berger     1887 Hooper Avenue,           10/05/1987
   Reality, Inc.        Toms River, New Jersey

   Frank Amendola       2444 Military Road,           08/15/2002
                        Niagra Falls, New York

   Gene or Lynda        1011 Carter Street,           04/01/1985
   Simonton             Vidalia, Louisiana

   Herbert Sartin,      142 Pennsylvania,             11/22/1999
   S&S Realty           Wilkes Barre, Pennsylvania

   Herbert E. Weiner    443 East First Avenue,        03/01/1983
                        Roselle, New Jersey

   Lyell-Mt. Read       Lyell-MT Read Plaza,          05/08/1998
   Shopping Center,     Rochester, New York
   LLC

   Jerry A. Pierce      7507 Chapman Highway,         06/10/1999
                        Knoxville, Tennessee

   Larry E. Edwards     7575 Carollton Pike,          07/03/2002
                        Galax, Virginia

   Linda R. Poole       238 East Lee Street,          07/17/1995
                        Marion, Virginia

   Martin & Eubank,     2430 Center Point Road,       05/04/1989
   Co.                  Birmingham, Alabama

   Palmdale Towne       2260 E Palmdale,              10/07/1991
   Square Associates    Palmdale, California

   Rack Service Co.,    232 Stanley,                  06/01/1982
   Inc.                 Monroe, Louisiana

   Russell Barcelona    14890 Old Hammond Highway,    10/07/1991
                        Baton Rouge, Louisiana

   Stanley Behrens      606 Arbor Vitae Avenue,       06/06/2003
   Living Trust         Inglewood, California

   Soraya Ghamaty       3353 Sandrock Road,           06/26/1991
   Azimi                San Diego, California

   The Grody Company    540-44 New Park Avenue,       09/01/1993
                        W. Hartford, Connecticut

   The Quorum           6601 Hillsborough,            10/31/1996
   Building, LLC/Quail  Raleigh, North Carolina
   Properties, Inc.

The Court also gave the Debtors permission to reject their real
property lease with Moss & Co. at 15640 Roscoe Boulevard, in Van
Nuys, California, effective as of Aug. 30, 2005.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JAG MEDIA: Inks Non-Binding Merger LOI with Cryptometrics
---------------------------------------------------------
JAG Media Holdings, Inc., entered into a non-binding letter of
intent with Cryptometrics, Inc., pursuant to which the Company and
Cryptometrics would enter into a merger agreement under which
Cryptometrics would merge with a newly created subsidiary of the
Company.  In consideration of the merger, the stockholders of
Cryptometrics would acquire shares of common stock, par value
$0.00001 per share, of the Company, which shares would, upon
issuance, represent 88% of the outstanding Company Common Stock,
in exchange for all of the issued and outstanding capital stock of
Cryptometrics.

The shares of Common Stock to be received by the stockholders of
Cryptometrics would be registered under the U.S. Securities Act of
1933, as amended.  The existing public shareholders of the Company
will experience significant dilution from the issuance of these
shares to the stockholders of Cryptometrics.

At the closing of the Proposed Transaction, the Company's current
directors would resign as directors of the Company and would also
resign as officers and executives of the Company.  The Company's
board of directors would be replaced with designees of
Cryptometrics, at least a majority of whom would be independent
and who, in whole or in part, would also constitute the audit
committee of the Company's board of directors.

In connection with the Proposed Transaction, the Cryptometrics
stockholders will agree not to sell or otherwise dispose of the
shares of Common Stock that are received in connection with the
Proposed Transaction for a period of 12 months from the Closing;
provided, that subject to compliance with all relevant securities
laws, 35% of the shares will not be subject to the lock-up
provision, if and so long as, the shares of the post-merger
Company are trading on the NASDAQ Small Cap Market.

The Proposed Transaction is subject to various conditions being
satisfied prior to Closing, including, among others:

   * completion of all steps necessary to increase the number of
     authorized shares of Common Stock of the Company from
     250,000,000 to 450,000,000 and approval of a name change to a
     name including "Cryptometrics";

   * the Registration Statement relating to the registration of
     the shares of Common Stock being issued to the stockholders
     of Cryptometrics being declared effective by the Securities
     and Exchange Commission;

   * the listing of the Company's Common Stock on the NASDAQ Small
     Cap Market; and

   * the Company not having outstanding indebtedness for borrowed
     money in excess of the principal amount of $2,000,000.

In addition, the Closing is conditioned upon

   (1) each party completing a due diligence review, the results
       of which are satisfactory in all respects to each party;

   (2) the Company and Cryptometrics obtaining all appropriate and
       necessary corporate and stockholder approvals for the
       transaction; and

   (3) the entering into of definitive agreements among the
       parties, including, without limitation, a mutually
       acceptable definitive acquisition agreement between
       Cryptometrics and the Company.

A full-text copy of the non-binding Term Sheet is available for
free at http://ResearchArchives.com/t/s?193

Cryptometrics was incorporated in May 2000 under the name Postal
Hut, Inc. and in November 2001 changed its name to Cryptometrics,
Inc.  Cryptometrics's business focuses on the biometric security
industry. Cryptometrics produces hardware and software products
that take advantage of the internationally approved standards for
biometric identification and verification.

JAG Media Holdings, Inc., is a provider of Internet-based equities
research and financial information that offers its subscribers a
variety of stock market research, news, commentary and analysis,
including "JAG Notes", the Company's flagship early morning
consolidated research product. Through the Company's wholly-owned
subsidiary TComm (UK) Limited, the Company also provides various
video streaming software solutions for organizations and
individuals.  The Company's websites are located at
http://www.jagnotes.com/http://www.tcomm.co.uk/and    
http://www.tcomm.tv/  

                         *     *     *

                       Bankruptcy Warning

As reported in the Troubled Company Reporter on July 26, 2005,
Management further believes that the Company will be able to
generate sufficient revenues from its remaining facsimile
transmission and web site operations and obtain sufficient
financing from its equity line agreement with the investment
partnership prior to its expiration in Aug. 2006, or through other
financing agreements, to enable it to continue as a going concern
through at least April 30, 2006.  However, if the Company cannot
generate sufficient revenues and obtain sufficient additional
financing, if necessary, by that date, the Company has indicated
that it may be forced thereafter to restructure its operations,
file for bankruptcy or entirely cease its operations.


JERRY HUGGINS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jerry Wayne Huggins
        111 D Drive
        Chocowinity, North Carolina 27817

Bankruptcy Case No.: 05-07303

Chapter 11 Petition Date: September 16, 2005

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, North Carolina 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
States Resources Corp.        Value of security:        $175,000
Attn: Manager or Agent        $25,000
4848 South 131st Street
Omaha, NE 68137

Wells Fargo                                              $35,200
Attn: Manager or Agent
P.O. Box 7487
Boise, ID 83707

Pitt County Tax Collector                                $32,163
Attn: Manager or Agent
P.O. Box 875
Greenville, NC 27835

MBNA America                                             $21,304

Citi Cards                                               $14,170

Bank of America                                           $6,159

First Citizens Bank                                       $5,413

Branch Banking & Trust                                    $3,258

Beaufort Co. TaxCollector                                 $1,600

Town of Ayden                                             $1,400

Internal Revenue Service                                    $700


JILLIAN'S ENT: Court Okays Partnership Interest Sale to Tango
-------------------------------------------------------------
The Hon. David T. Stosberg of the U.S. Bankruptcy Court for the
Western District of Kentucky approved the sale of Jillian's
Entertainment Holdings, Inc., and its debtor-affiliates'
partnership interest in Sugarloaf Gwinnett Entertainment Company
to Tango of Sugarloaf, Inc., pursuant to a Court-approved auction
held on Aug. 17 and 18, 2005.

Steven L. Victor, the plan administrator appointed pursuant to the
Debtors' confirmed plan of reorganization, executed a contract
with Tango to sell the Debtors' 50.10% interest in the partnership
for $900,000.

The Debtors anticipate the sale transactions will close on
Sept. 30, 2005.

                   The Sugarloaf Partnership

Sugarloaf Gwinnett Entertainment Company is a limited partnership
formed by Sugarloaf Mills Limited Partnership and Jillian's of
Gwinnett GA, Inc. in September 2001.  Jillian's is the general
partner under the partnership agreement while Sugarloaf Mills is a
limited partner, owning a 49.90% interest.  The partnership
constructed and operated a family-style restaurant and
entertainment center.

Dave & Buster's, Inc., who purchased all of the Debtors' assets
for approximately $65 million in 2004, had the option to acquire
the partnership interest pursuant to the terms of the asset
purchase agreement.  

When Dave & Buster's, Inc., failed to exercise its option through
several rejection deadlines from March 31 to June 30, 2005, the
plan administrator moved to negotiate a sale with other interested
parties.  

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.


KAISER GROUP: Reaches Agreement in Principle to Settle Class Claim
------------------------------------------------------------------
Kaiser Group Holdings, Inc. (Pink Sheets: KGHI) filed a motion
with the United States Court of Appeals for the Third Circuit
seeking to stay Kaiser's appeal of the order of the United States
Bankruptcy Court for the District of Delaware granting the motion
of a class comprised of former holders of shares of ICT Spectrum
Constructors, Inc., to compel Kaiser to issue an additional
247,350 shares of common stock to the class members.

The litigation pertained to a 1998 transaction in which ICT merged
into a subsidiary of Kaiser's predecessor company, Kaiser Group
International, Inc.  Kaiser filed the motion after reaching an
agreement in principle with the class representatives that would
result in, among other things, the distribution of 175,000 newly
issued and 15,625 previously issued shares of Kaiser's common
stock to the class members.  

                  Common Stock Deregistration

In addition, Kaiser has agreed to postpone the deregistration of
its common stock and to refrain from the issuance of any dividend
on Kaiser's common stock or any common stock dividend on Kaiser's
preferred stock pending implementation of the terms of the
settlement.  The agreement in principle is subject to the
negotiation of definitive documentation and Bankruptcy Court
approval.  Kaiser currently anticipates that the shares will be
issued and distributed by the end of the first quarter of 2006.

Kaiser Group Holdings, Inc., is a Delaware holding company formed   
on December 6, 2000 for the purpose of owning all of the   
outstanding stock of Kaiser Group International, Inc.  Kaiser   
Group International, Inc., continues to own the stock of its   
remaining subsidiaries.  On June 9, 2000, Kaiser Group   
International, Inc., and 38 of its domestic subsidiaries   
voluntarily filed for protection under Chapter 11 of the United   
States Bankruptcy Code in the District of Delaware (case nos.  
00-2263 to 00-2301).  Kaiser Group International, Inc. emerged  
from bankruptcy with a confirmed Second Amended Plan of  
Reorganization declared effective on Dec. 18, 2000.

In its Form 10-K for the fiscal year ended December 31, 2003,   
Kaiser Group Holdings, Inc. further states:   
   
"The effectiveness of the Plan as of December 18, 2000, did not in   
and of itself complete the bankruptcy process.  The process of   
resolving in excess of $500 million of claims initially filed in   
the bankruptcy is ongoing.  By far the largest class of claims   
(Class 4) was made up of creditor claims other than trade creditor   
and equity claims. Class 4 claims included holders of Kaiser Group   
International, Inc.'s senior subordinated notes due 2003 (Old   
Subordinated Notes).  Holders of allowed Class 4 claims received a   
combination of cash and our preferred (New Preferred) and common   
stock (New Common) in respect of their claims. Such holders   
received one share of New Preferred and one share of New Common   
for each $100 of claims.  However, the number of shares of New   
Preferred issued was reduced by one share for each $55.00 of cash   
received by the holder of an allowed Class 4 claim.   
   
"Pursuant to the terms of the Plan, we were required to complete   
our initial bankruptcy distribution within 120 days of the   
effective date of the Plan.  Accordingly, on April 17, 2001, we   
effected our initial distribution of cash, New Preferred and New   
Common to holders of Class 4 claims allowed by the Bankruptcy   
Court.  At that time, there were approximately $136.8 million of   
allowed Class 4 claims.  The amount of unresolved claims remaining   
at April 17, 2001 was approximately $130.5 million.   
   
"To address the remaining unresolved claims, the Bankruptcy Court   
issued an order on March 27, 2001, establishing an Alternative   
Dispute Resolution -- ADR -- procedure whereby the remaining   
claimants and we produce limited supporting data relative to their   
respective positions and engage in initial negotiation efforts in   
an attempt to reach an agreed claim determination.  If necessary,   
the parties were thereafter required to participate in a non-   
binding mediation before a mediator pre-selected by the Bankruptcy   
Court.  All unresolved claims as of March 27, 2001, became subject   
to the ADR process.  Since April 17, 2001, the date of the initial   
distribution, $123 million of asserted claims have been withdrawn,   
negotiated or mediated to an agreed amount, resulting in cash   
payments approximating $2.2 million and issuances of 683 shares of   
New Preferred and 823 shares of New Common.   
   
"As of March 26, 2004, the amount of unresolved claims was   
approximately $7.5 million.  We expect to resolve the remaining   
claims in the first six months of 2004 and currently believe that   
the total amount of Class 4 claims ultimately to be allowed in the   
Old Kaiser bankruptcy proceeding will not exceed $142.5 million.   
As demonstrated by the claim settlements completed since April 17,   
2001, and based on the belief that it is in the Company's and its   
shareholders' best interest, we have been settling certain   
remaining Class 4 claims entirely for cash payments in lieu of the   
combination of cash and New Preferred and New Common as   
contemplated in the Plan.  We intend to continue to use this   
settlement alternative during its resolution of remaining Class 4   
claims.   
   
"From time to time in the future, as remaining unresolved claims   
are resolved, excess cash from the 'reserve' fund (including cash   
added to 'reserve' fund in payment of pro forma dividends,   
classified as interest expense subsequent to July 1, 2003, on   
retained shares of New Preferred) must be used to redeem   
outstanding shares of New Preferred.  In January 2003, we redeemed   
282,000 shares of outstanding New Preferred by using $8.9 million   
and $5.2 million of restricted and unrestricted cash,   
respectively.  In October 2003, we redeemed 113,530 shares of   
outstanding New Preferred by using $1.6 million and $4.6 million   
of restricted and unrestricted cash, respectively.  In February   
2004, we redeemed 95,932 shares of New Preferred by using   
$3.2 million of restricted cash and $2.1 million of unrestricted   
cash."


KI HOLDINGS: Moody's Reviews $203 Million Notes' Junk Rating
------------------------------------------------------------
Moody's Investors Service placed its ratings for Koppers Inc.
and KI Holdings Inc., including the latter's B2 corporate family
rating, under review for possible upgrade.  This action follows
KI Holdings' filing of a Form S-1 registration statement regarding
an initial public offering of common shares, for approximately
$125 million of gross proceeds.  

The equity offering is expected to be completed in the fourth
quarter of 2005.  The company plans to use the majority of the
net proceeds of the IPO to redeem, at a premium, a portion of
the senior secured notes at Koppers and to pay accrued and unpaid
interest on the redeemed notes.  If the IPO is successful, the
ratings of both Koppers and KI Holdings, or just Koppers, could
be raised.  

These ratings were placed under review:

  For Koppers Inc.:

    * the B2 rating for the $320 million of 9.875% senior secured
      notes, due 2013

  For KI Holdings Inc.:

    * the B2 corporate family rating

    * the Caa2 rating for the $203 million aggregate principal
      amount of 9.875% senior discount notes, due 2014

The review will be concluded shortly after the conclusion of the
IPO and related debt repayment.  The review will focus on the
post-closing capitalization and dividend policy of KI Holdings.  
If the ratings are raised, they would most likely benefit by only
one notch, and it is possible that any upgrade would only affect
Koppers' senior secured rating, not the KI Holdings ratings.  The
proposed transaction will reduce debt by about $100 million, or
0.77 turns of LTM EBITDAR.  KI Holdings' pro forma debt would drop
to $416 million (but $533 million using Moody's Financial Metrics,
which adjust debt for underfunded pension and lease obligations)
and Koppers' debt would drop to $282 million ($399 million using
Moody's Financial Metrics).

Moody's current ratings reflect:

   * the company's reliance on a narrow range of somewhat cyclical
     industrial products;

   * high customer concentration;

   * modest free cash flow;

   * environmental risk;

   * high leverage; and

   * recent shareholder distributions, which have depleted equity.

However, the ratings are supported by:

   * Koppers' global and diverse end markets;
   * a leading market position in many of its businesses;
   * the stability provided by multi-year sales contracts;
   * the essential nature of its products; and
   * its diversified raw material supply base.

Koppers Inc., headquartered in Pittsburgh, is a worldwide producer
of:

   * carbon compounds, and
   * treated wood products

for use in a variety of markets including:

   * the railroad,
   * aluminum,
   * chemical, and
   * steel industries.

Koppers had sales of $974 million for the twelve months ended June
30, 2005.  Koppers Inc. is the sole subsidiary of KI Holdings
Inc., which is owned by Saratoga Partners III, L.P. and management
employees of Koppers Inc.


KOPPERS INC: Moody's Reviews B2 Senior Secured Notes Rating
-----------------------------------------------------------
Moody's Investors Service placed its ratings for Koppers Inc.
and KI Holdings Inc., including the latter's B2 corporate family
rating, under review for possible upgrade.  This action follows
KI Holdings' filing of a Form S-1 registration statement regarding
an initial public offering of common shares, for approximately
$125 million of gross proceeds.  

The equity offering is expected to be completed in the fourth
quarter of 2005.  The company plans to use the majority of the
net proceeds of the IPO to redeem, at a premium, a portion of
the senior secured notes at Koppers and to pay accrued and unpaid
interest on the redeemed notes.  If the IPO is successful, the
ratings of both Koppers and KI Holdings, or just Koppers, could
be raised.  

These ratings were placed under review:

  For Koppers Inc.:

    * the B2 rating for the $320 million of 9.875% senior secured
      notes, due 2013

  For KI Holdings Inc.:

    * the B2 corporate family rating

    * the Caa2 rating for the $203 million aggregate principal
      amount of 9.875% senior discount notes, due 2014

The review will be concluded shortly after the conclusion of the
IPO and related debt repayment.  The review will focus on the
post-closing capitalization and dividend policy of KI Holdings.  
If the ratings are raised, they would most likely benefit by only
one notch, and it is possible that any upgrade would only affect
Koppers' senior secured rating, not the KI Holdings ratings.  The
proposed transaction will reduce debt by about $100 million, or
0.77 turns of LTM EBITDAR.  KI Holdings' pro forma debt would drop
to $416 million (but $533 million using Moody's Financial Metrics,
which adjust debt for underfunded pension and lease obligations)
and Koppers' debt would drop to $282 million ($399 million using
Moody's Financial Metrics).

Moody's current ratings reflect:

   * the company's reliance on a narrow range of somewhat cyclical
     industrial products;

   * high customer concentration;

   * modest free cash flow;

   * environmental risk;

   * high leverage; and

   * recent shareholder distributions, which have depleted equity.

However, the ratings are supported by:

   * Koppers' global and diverse end markets;
   * a leading market position in many of its businesses;
   * the stability provided by multi-year sales contracts;
   * the essential nature of its products; and
   * its diversified raw material supply base.

Koppers Inc., headquartered in Pittsburgh, is a worldwide producer
of:

   * carbon compounds, and
   * treated wood products

for use in a variety of markets including:

   * the railroad,
   * aluminum,
   * chemical, and
   * steel industries.

Koppers had sales of $974 million for the twelve months ended June
30, 2005.  Koppers Inc. is the sole subsidiary of KI Holdings
Inc., which is owned by Saratoga Partners III, L.P. and management
employees of Koppers Inc.


MAGRUDER COLOR: Walks Away from 19 Contracts & Leases
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey allowed
Magruder Color Company and its debtor-affiliates to reject 19
unexpired non-residential real property leases and executory
contracts effective as of Aug. 11, 2005.

The Debtors' counsel, Bruce Buechler, Esq., at Lowenstein Sandler
PC, tells the Bankruptcy Court that the Debtors no longer need the
executory contracts and unexpired leases and that elimination of
the associated administrative liability will help increase the
Debtors' liquidity.

Mr. Buechler adds that none of the executory contracts are
materially below market so there's no justification for continuing
to incur administrative expenses under the agreements while
scouting for a third party purchaser.

Mr. Buechler reports that all leased parcels of real estate
rejected by the Debtors were surrendered to the respective
landlords prepetition.  Likewise, the leased equipment and
vehicles have already been surrendered to the respective lessors.

Claims arising from the rejection of the contracts and leases must
be filed with the Clerk of the Bankruptcy Court by Oct. 7, 2005.  

A list of the rejected contracts and leases is available for free
at http://bankrupt.com/misc/Magrudercontracts.pdf

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture  
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MAGRUDER COLOR: Wants Exclusive Period Extended to December 29
--------------------------------------------------------------
Magruder Color Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to extend until
December 29, 2005, the time within which they have the exclusive
right to file a plan of reorganization.  The Debtors also want
their exclusive period to solicit plan acceptances extended to
February 27, 2006.

The Debtors seek these extensions:

    i) to avoid premature formulation of a Chapter 11 plan and

   ii) to ensure that the formulated plan takes into account the
       interests of the Debtors, their estates and creditors.

Furthermore, the extension period will allow the Debtors to
finalize sales of their assets pursuant to section 363 of the
Bankruptcy Code.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture  
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MAGRUDER COLOR: Wants to Retain Daley-Hodkin Corp. as Auctioneer
----------------------------------------------------------------
Magruder Color Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission
to retain Daley-Hodkin Corp. as their liquidation consultants
and auctioneers to sell some of their assets, nunc pro tunc to
Aug. 26, 2005.

Daley-Hodkin will:

   a) take the necessary steps to implement the auction sale of
      the assets in a manner to maximize the value thereof and to
      generate the highest and best offers;

   b) control the sale process, including the public auction of
      the assets;

   c) facilitate the dissemination of information to interested
      parties with respect to an auction sale;

   d) take any other acts to prepare for, conduct and effectuate
      the sale and insure the highest possible price and best
      offer for the assets; and

   e) provide consulting and appraisal services to the Debtors.

Daley-Hodkin will charge each buyer a 10% buyer's premium for all
sales consummated through private sale, which will be added to
each buyer's invoice and not be considered property of the
Debtor's estates.

Daley-Hodkin's fee for all sales made by private sale will be 50%
of the buyer's premium.  The other half of it will be credited
towards the firm's expenses.

The Firm's professional rates:

        Designation             Daily Rate
        -----------             ----------
        Coordinator                $500
        Field Supervisor           $275
        Field Assistant            $200
        Bookkeeper                 $225

To the best of the Debtors' knowledge, Daley-Hodkin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic  
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D. N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MEDCO HEALTH: Moody's Rates $500 Million Credit Facility at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Medco Health
Solutions Inc.'s new senior unsecured credit facility.  Moody's
also affirmed Medco's existing ratings.  The ratings outlook
remains stable.

Ratings of Medco Health Solutions Inc. affirmed:

   * Ba1 corporate family rating
   * Ba1 senior unsecured 7.25% Notes of $500 million, due 2013

Ratings of Medco Health Solutions Inc. assigned:

   * Ba1 senior unsecured revolving credit facility of
     $500 million, due 2010

   * Ba1 senior unsecured term loan of $750 million, due 2010

The Ba1 rating reflects Medco's larger size and revenue base
relative to its competitors and high market share in the mail
order pharmacy business.  Moody's believes that Medco has
effectively used its scale in negotiating:

   * purchase prices with generic drug manufacturers,

   * rebate arrangements with branded pharmaceutical companies,
     and

   * reimbursement levels with retail pharmacies.

In addition, Medco's more favorable mix of the higher margin mail
order business has enabled the company to expand its margins and
generate solid operating cash flow.  Moody's anticipates that mail
order business will continue to grow because of increased use of
mandatory mail and three tier co-pays.

The ratings also reflect:

   * Medco's willingness to de-lever over the past two years,
     prior to the Accredo acquisition;

   * its new business wins;

   * a higher retention rate for existing business; and

   * expansion of the higher growth, higher margin specialty
     pharmacy business with the Accredo transaction.

Moody's is also encouraged by Medco's willingness to offer
innovative and flexible solutions for both employers and managed
care customers.

The ratings also consider the positive fundamentals of the PBM
industry:

   * favorable demographic trends;

   * rising drug utilization;

   * increasing demand on behalf of payers for cost-containment
     services; and

   * the expansion of mail order service capabilities, where
     profitability is higher, especially for generic drugs.

Moody's expects that industry profitability will benefit from
continued increase of generic penetration of total prescriptions
dispensed, particularly as over $36 billion in major branded
pharmaceutical drugs will lose patent protection between 2006 and
2008.  Moody's also anticipates that the overall demand and
utilization for prescription drugs will be aided by the Medicare
part D coverage.

Moody's believes, however, that certain industry characteristics
present ongoing credit risk.  The combination of a mature market,
limited differentiation between the major PBMS in their product
and service offerings, and the consolidation of the independently
owned PBM markets has resulted in a more competitive environment
and increased account turnover.  In particular, Medco lost a major
mail-order-only client to a competitor at the end of 2004.  The
consolidation of the managed care industry could also result in
the loss of additional accounts as several of the acquirers have
their own in-house PBMs.

Further, the industry still confronts continued litigation,
government investigations, and governmental pressure, which could
result in changes of existing PBM business practices.  In
particular, customers and the government have been demanding
greater transparency of operating metrics and procedures as well
as enhanced disclosure of financial arrangements with
manufacturers and others.  Moody's notes that Medco, unlike its
peers, does report the amount of rebates it receives from
pharmaceutical manufacturers and what percentage of these rebates
that it retains.

The ratings also consider these company-specific risks related to
Medco:

   * increased operational and financial risk associated with the
     Accredo acquisition;

   * anemic revenue growth due to loss of some major accounts; and

   * obligations inherent in the Merck managed care agreement.

Medco also has higher customer concentration risk compared with
its peers as United Healthcare accounts for almost 20% of 2004
revenues.

The stable outlook anticipates that Medco will successfully
integrate Accredo and grow its specialty pharmacy business.
Moody's expects Medco to use its cash flow to repay debt and
reduce its leverage.  As a result, the ratio of free cash flow to
adjusted debt should improve from a projected 20% at the end of
2005 to a ratio in the range of the high 20s to lows 30s within
two years.

The senior unsecured credit facility benefits from a guarantee
from the parent, Medco Health Solutions Inc. as well its
subsidiaries.  The senior credit facility is rated at the same
level as the corporate family rating as it accounts for a
preponderance of total outstanding debt.

Medco Health Solutions, Inc. is a leading pharmaceutical benefit
manager.  Medco's clients include:

   * 150 of the Fortune 500 corporations;
   * unions;
   * health maintenance organizations;
   * Blue Cross/Blue Shield plans;
   * insurance carriers; and
   * local, state and federal employee benefit programs.


MEDICALCV INC: Balance Sheet Upside-Down by $14 Mil at July 31
--------------------------------------------------------------
MedicalCV Inc. delivered its quarterly report on Form 10-QSB for
the quarter ending July 31, 2005, to the Securities and Exchange
Commission on Sept. 14, 2005.  

The Company reported $5,070,184 of net income for the quarter
ending July 31, 2005, after recognizing a $6.4 million gain on
account of decreased warrant-related liability.  At July 31, 2005,
the Company's balance sheet showed $10,972,691 in total assets and
a $14,059,307 stockholders deficit.  

A full-text copy of MedicalCV's latest quarterly report is
available at no charge at http://ResearchArchives.com/t/s?194

                      Going Concern Doubt  

The Company has sustained losses and negative cash flows from
operations in recent years and expects these conditions to
continue for the foreseeable future.  At July 31, 2005, the
Company had an accumulated deficit of $37,555,405.  Although the
Company raised funds through the sale of convertible preferred
stock in the last quarter of fiscal year 2005, the level of cash
required for operations during fiscal year 2006 is difficult to
predict, and management anticipates that development of its new
products will require additional capital by October 2006.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.  

PricewaterhouseCoopers LLP, after auditing the Company's financial
statements for fiscal years 2004 and 2005, expressed doubt about
the Company's ability to continue as a going concern.

Lurie Besikof Lapidus & Company, LLP, will audit MedicalCV's
fiscal 2006 financial statements.  MedicalCV's fiscal year ends on
April 30.  

MedicalCV, Inc., is a cardiothoracic surgery device manufacturer.
Previously, its primary focus was on heart valve disease. It
developed and marketed mechanical heart valves known as the
Omnicarbon 3000 and 4000.  In November 2004, after an exhaustive
evaluation of the business, MedicalCV decided to explore options
for exiting the mechanical valve business.  The Company intends to
direct its resources to the development and introduction of
products targeting treatment of atrial fibrillation.


MEI LLC: Andrew D. Thomas Approved as Local Counsel
---------------------------------------------------          
The U.S. Bankruptcy Court Southern District of Indiana gave MEI,
LLC permission to employ Andrew D. Thomas, Esq., as its bankruptcy
co-counsel.

Mr. Thomas will:

   1) advise the Debtor with respect to its powers and duties as
      a debtor-in-possession in the continued operation of its
      business and management of its properties;

   2) take necessary action with respect to handling of liability
      of all leases to which the Debtor is a party;

   3) represent the Debtor with respect to all matters currently
      under consideration in connection with the proceedings filed
      by MAK Energy, LLC;

   4) prepare on behalf of the Debtor as debtor-in-possession
      necessary applications, answers, orders, reports, plans,
      disclosure statements and other legal papers; and

   5) perform all other legal services for the Debtor as debtor-
      in-possession which may be necessary in its chapter 11 case.

Mr. Thomas charges $225 per hour for his services.

Mr. Thomas assures the Court that he does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets of $10 million to $50
million and debts of $1 million to $10 million.


MEI LLC: Has Until Nov. 30 to Make Lease-Related Decisions
----------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of Indiana,
extended, until Nov. 30, 2005, the period within which MEI, LLC,
can elect to assume, assume and assign, or reject its unexpired
nonresidential real property leases.  

The Debtor tells the Court that it is a party to nine unexpired
nonresidential real property leases with these nine lessors:

   a) Simon Tennes, RR #4, Mount Carmel, Illinois 62863;

   b) Danny P. Shackelford, 3022 Deer Creek Drive, Sugar Land,
      Texas 77478;

   c) Herman J. Steckler and C. June Steckler, RDF #4, Mt. Carmel,
      Illinois 62683;

   d) Charles A. Newkirk and Alice B. Weaver Newkirk, Rt. #1, Box
      247, Mt. Carmel, Illinois 62863;

   e) Albert Rigg and Gladys Rigg, R.R. #1, Mt. Carmel, Illinois
      62863;

   f) Frederick N. Steckler and Karen E. Steckler, Rt. #1, Mt.
      Carmel, Illinois 62863;

   g) Michael R. Steckler and Janice F. Steckler, Rt. #1, Mt.
      Carmel, Illinois 62863;

   h) Robert Haase and Eileen Haase, RR #1, Mt. Carmel, Illinois
      62863; and

   i) Richard A. Bosecker, Darell L. Bosecker, David H. Bosecker,
      and Darlene Hale, with Mr. Bosecker having power of attorney
      for other two lessors, and his address is 304 N. 6th Street,
      Elkville, Illinois 62932.

The Debtor explains that, as lessee, it has become the assignee of
the previous lessees in connection with the unexpired leases, with
the exception of Mr. Shackelford, whose original lease was with
MEI, LLC.

The extension is therefore necessary because automatic rejection
of the leases would have severe negative effects on the
ability of the Debtor to reorganize.

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets of $10 million to $50
million and debts of $1 million to $10 million.


MEI LLC: MAK Energy Wants Case Converted or Dismissed
-----------------------------------------------------
MAK Energy, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Indiana, Evansville Division, to dismiss the chapter
11 proceeding of MEI, LLC, or in the alternative, convert it into
a chapter 7 liquidation proceeding.

MAK Energy holds a promissory note secured by five real property
mortgages on account of a $4,250,025 indebtedness incurred by MEI
from 1998 to 1999.  The Note, according to MAK, was in default
since June 17, 2003.

On Nov. 10, 2004, MAK filed an amended complaint to foreclose the
mortgages in the Circuit Court of the Second Judicial Circuit in
Wabash County, Illinois.  

On Mar. 18, 2005, the Circuit Court entered a summary judgment in
favor of MAK, allowing it to foreclose on its collateral.  Also,
MAK was given the right to the rents under the leases governing
the mortgages.

After the Debtor filed for bankruptcy on June 17, MAK was advised
that MEI was attempting to collect rents from its tenants that
were not yet due and owing.  Consequently, MAK's counsel informed
the Debtor that it doesn't consent to MEI's attempt to use cash
collateral without the Court's permission.

On July 8, the Court granted MEI authority to use MAK's cash
collateral to pay specific vendors only.  Despite the restriction
imposed by the Court, MAK alleges that MEI has been making
payments to other vendors and paying prepetition debts using the
cash collateral.  Specifically, MEI made transfers to Verizon
Wireless and Charles Brown, an insider, both of which lack Court
approval.   

Based on this, MAK urges the Court to dismiss or convert the case.  
Another alternative MAK wants is for the Court to lift the
automatic stay so it can foreclose on its collateral as ordered by
the Second Circuit.

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.


NBTY INC: Prices $200 Million 7-1/8% Sr. Sub. Debt Offering
-----------------------------------------------------------
NBTY, Inc. (NYSE: NTY) priced an offering of $200,000,000
aggregate principal amount of senior subordinated notes due 2015.  
The notes are being offered to investors at a price of 99.117% of
principal amount.  The closing of the Offering is scheduled to
occur on Sept. 23, 2005, and is subject to customary closing
conditions.

The Notes are being offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
and to persons outside the United States under Regulation S of the
Securities Act.

The Notes will not be registered under the Securities Act or any
state securities laws and, unless so registered, may not be
offered or sold in the Untied States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws.

This press release shall not constitute an offer to sell or a
solicitation of any offer to purchase any of these securities, and
shall not constitute an offer, solicitation or sale in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful.  This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act.

NBTY, Inc. -- http://www.NBTY.com/-- is a leading vertically        
integrated manufacturer and distributor of a broad line of high-   
quality, value-priced nutritional supplements in the United States    
and throughout the world.  The Company markets approximately 2,000    
products under several brands, including Nature's Bounty(R),    
Vitamin World(R), Puritan's Pride(R), Holland & Barrett(R),    
Rexall(R), Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R),    
American Health(R), GNC (UK)(R), DeTuinen(R), LeNaturiste(TM) and    
SISU(R).   

                         *     *     *   

As reported in the Troubled Company Reporter on July 20, 2005,   
Standard & Poor's Ratings Services affirmed its ratings on vitamin   
manufacturer NBTY Inc., including its 'BB' corporate credit   
rating.   

Standard & Poor's removed the ratings from CreditWatch, where they    
were placed on June 7, 2005, with negative implications, following    
NBTY's announcement of its plans to acquire nutritional supplement    
manufacturer Solgar Vitamin and Herb, an operating unit of Wyeth    
Consumer Healthcare, a division of Wyeth (A/Negative/A-1) for $115    
million.   

At the same time, Standard & Poor's assigned its 'BB' bank loan    
rating and a recovery rating of '2' to NBTY's proposed $120    
million senior secured term loan A, indicating the expectation of    
substantial (80%-100%) recovery of principal in the event of a    
payment default.  The outlook on the Bohemia, New York-based    
company is negative.  Pro forma total debt outstanding at March    
31, 2005, was about $412 million.   

The proposed $120 million, five-year senior secured term loan A is    
due 2010, or March 15, 2007, if the 8.625% senior subordinated    
notes due Sept. 15, 2007, are still outstanding.  Proceeds of the    
new term loan A will finance NBTY's pending acquisition of Solgar,    
as part of a proposed credit facility amendment that will permit    
the acquisition, as well as other modifications to the company's    
existing credit facility.  The ratings are based on preliminary    
terms and are subject to review upon final documentation.   

Also, Moody's Investors Service rated NBTY Inc.'s new $120 million    
senior secured term loan A at Ba2.  In addition, Moody's affirmed    
NBTY's existing ratings, including its corporate family rating    
(formerly, "senior implied rating") of Ba2.  Proceeds from the    
term loan (net $115 million) will fund NBTY's pending acquisition    
of Solgar from Wyeth.  Notwithstanding the risks associated with a    
high-priced, debt-financed acquisition, the ratings affirmation    
reflects the strong alignment of Solgar with NBTY's products,    
integration capabilities, and long-term growth strategies, as well    
as the ongoing solid financial profile and market position of NBTY    
in the nutritional supplements industry.  Moody's says the outlook    
remains stable.


NEW VISUAL CORP: Losses & Deficit Trigger Going Concern Doubt
-------------------------------------------------------------
New Visual Corporation delivered its quarterly report on Form
10-QSB for the quarter ending July 31, 2005, to the Securities and
Exchange Commission on Sept. 14, 2005.  

The Company reported a $2.2 million net loss on $10,360 of net
revenues for the quarter ending July 31, 2005.  For the nine-month
period ending July 31, 2005, New Visual's reported a $3.7 million
loss on $26,558 of net revenue.  At July 31, 2005, the Company's
balance sheet shows $7,667,447 in total assets and $4,949,812
in liabilities.  While the New Visual's balance sheet shows the
company is solvent at July 31, 2005, it reports a $3.1 working
capital deficiency at July 31, 2005.  

Management believes that the Company will continue to incur net
losses and cash outflows from operating activities through at
least the first half of 2006.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

Marcum & Kliegman LLP, the Company's independent registered
public accounting firm, expressed the same view after auditing
the Company's financial statement for the fiscal year ending
October 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?195

New Visual Corporation is developing advanced transmission
technology to enable data to be transmitted across copper
telephone wire at speeds and over distances that exceeds those
offered by leading DSL technology providers.  The Company intends
to market this novel technology to leading equipment makers in the
telecommunications industry.  

Through its wholly owned subsidiary, NV Technology, the Company
intends to design, develop, manufacture and license semiconductor
hardware and software products based upon our Semiconductor
Technologies.  

Through its wholly owned subsidiary, NV Entertainment, the Company
recognized in the year ended October 31, 2004, gross profit from
the revenues from the hit feature-length documentary, STEP INTO
LIQUID.  According to its distributor, the Film has grossed
$3.7 million in box office receipts since its domestic theatrical
release in August 2003.  Since April 2004 it has been, and now
remains, in wide DVD release domestically, grossing approximately
$14 million in sales and rentals.  The Film is currently in
theatrical distribution internationally.


NORTHWEST AIRLINES: Nasdaq Common Stock Trading Halts on Sept. 26
-----------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) disclosed that its
common stock would cease trading on the NASDAQ stock market,
effective with the opening of business on Sept. 26, 2005.

Northwest received written notification on Sept. 15, 2005, from
NASDAQ that its common stock will be delisted in accordance with
Marketplace Rules 4300, 4450(f) and IM-4300. Because of the
exchange notification, the fifth character "Q" will be added to
the company's trading symbol, which will change from NWAC to NWACQ
at the opening of business on Sept. 19, 2005.  Once delisted,
shares could still be traded in the "over-the-counter" market.

Northwest Airlines urges that appropriate caution be exercised
with respect to existing and future investments in its common
stock.  It is entirely possible that ultimately no value will be
ascribed to the company's existing common stock or other equity
securities.  Investors and other interested parties can monitor
the progress of the airline's reorganization on the Internet at
http://www.nwa-restructuring.com. In addition, the investor  
relations section of the company's Web site can be accessed at
http://www.nwa.com/

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. 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, D.C., 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: Fitch Places EETCs on Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed six enhanced equipment trust certificate
(EETC) transactions on Rating Watch Negative.  The Rating Watch
Negative reflects the bankruptcy filing of Northwest Airlines,
Fitch's subsequent downgrade of Northwest's issuer default rating
to 'D', as well as the outlook for the aircraft that support the
EETC transactions.

During the first 60 days of its bankruptcy, Northwest is not
required to make payments to support its EETC and other aircraft
financings.  According to U.S. Bankruptcy Law, Northwest must
determine whether it will resume payments or permanently stop
payments during the 60-day period.  Renegotiations of payments
could also occur.  Permanent stoppage of payments would trigger a
return of the aircraft collateral.  Interest and principal on the
EETCs are paid every six months.  The EETCs have liquidity
facilities sufficient to pay interest on the rated classes for
three payment periods.

While it is difficult to determine which payments Northwest will
continue, renegotiate, or stop permanently, Fitch expects that as
part of its bankruptcy Northwest will likely downsize its fleet
and eliminate non-core aircraft.  If aircraft are returned, the
EETC holders will look to sell or lease the aircraft.

The ratings placed on Rating Watch Negative by Fitch are:

   Northwest Airlines pass-through certificates, series 2003-1

     -- Class D 'CCC+'.

   Northwest Airlines pass-through certificates, series 2002-1

     -- Class C-1 'B';
     -- Class C-2 'B'.

   Northwest Airlines European enhanced equipment trust
   certificates, series 2001-2

     -- Class A 'A-';
     -- Class B 'BB-'.

   Northwest Airlines pass-through trusts, series 1996-1

     -- Class A 'BB';
     -- Class B 'B-';
     -- Class C 'CCC+'.

   NWA Trust No.1

     -- Class A 'BB-';
     -- Class B 'B'.

   NWA Trust No.2

     -- Class A 'BBB+';
     -- Class B 'BB';
     -- Class C 'B+';
     -- Class D 'CCC+'.


PACIFIC KAAFA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pacific Kaafa Development
        aka Kaafa Development
        80 Tobin Clark Drive
        Hillsborough, California 94010

Bankruptcy Case No.: 05-33174

Chapter 11 Petition Date: September 19, 2005

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Kevin R. Martin, Esq.
                  McNichols, Randick, O'Dea and Tooli
                  5000 Hopyard Road, #400
                  Pleasanton, California
                  Tel: (925) 460-3700

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.


PATHMARK STORES: Posts $5.1 Million Net Loss in Second Quarter
--------------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq: PTMK) reported unaudited results
for its second quarter and six-month period ended July 30, 2005.

Sales for the second quarter of fiscal 2005 were $1 billion, a
decrease of 1.1% from $1.01 billion in the prior year's second
quarter.  Same-store sales decreased 2.0% in the second quarter.
The Company reported a net loss of $5.1 million in the second
quarter of fiscal 2005 compared to a net loss of $1.6 million, in
the prior year's second quarter.  The results for the second
quarter of fiscal 2005 included a $2.8 million pretax charge,
related to the early extinguishment of debt.  Excluding this item
and a $0.2 million expense relating to strategic alternatives, the
Company would have reported a net loss of $3.4 million.

"When I took over as CEO two weeks ago, I noted my confidence in
Pathmark - a strong franchise with excellent locations and store
volumes," John Standley, Chief Executive Officer, said.  "While
there are some near-term challenges to overcome, I am excited
about Pathmark's potential."  Mr. Standley continued, "Our second
quarter results were largely due to weak sales, a trend which has
continued into the third quarter.  We have already begun
implementing plans to improve in-store merchandising and product
assortments and to upgrade the look of our stores.  Looking
forward, Pathmark will become a stronger, consumer-driven company
with better in-store execution and more compelling financial
results."

Pathmark Stores, Inc., is a regional supermarket currently
operating 142 supermarkets primarily in the New York - New Jersey
and Philadelphia metropolitan areas.  The Company filed for
chapter 11 protection on July 12, 2000 (Bankr. Case 00-02963).  
The Court confirmed its prepackaged Plan of Reorganization on
Sept. 7, 2004.

S&P currently rates Pathmark's $350 million 8-3/4% Senior
Subordinated Notes due 2012 at CCC+.


PAUL DAPONTES: Case Summary & List of 18 Unsecured Creditors
------------------------------------------------------------
Debtor: Paul N. Dapontes
        c/o Fairfield Imports, LLC
        747 East Main Street
        Stamford, Connecticut 06902

Bankruptcy Case No.: 05-51213

Type of Business: The Debtor owns an auto dealership business.

Chapter 11 Petition Date: September 19, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Millford, Connecticut 06460
                  Tel: (203) 878-0661

Total Assets: $480,000

Total Debts:  $1,160,064

Debtor's List of 18 Creditors Holding Unsecured Nonpriority
Claims:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cornerstone Bank              Loan - business debt      $339,135
550 Summer Street
Stamford, CT 06901

Fleet Bank Small Business     Credit card -             $110,053
P.O. Box 15368                business debt
Wilmington, DE 19886

American Express              Credit card                $48,191
P.O. Box 1270
Newark, NJ 07101

Perkins Family Partnership    Judgment                   $32,000

Vehicle Leasing               Judgment -                 $33,938
                              Business debt  

Bank of New York              Credit card                $13,177

Discover Card                 Credit card                $13,691

AT&T Universal Card           Credit card                $12,489

Donald Lane, Jr.              Business debt              $10,000

Bank of America Business      Credit card -               $7,700
Serv                          business debt

American Express              Line of credit              $6,000

Citibusiness Card             Credit card -               $3,850
                              business debt

Citibusiness Card             Credit card -               $3,797
                              business debt

Nextel Communications         Telephone charges           $2,769

American Express Blue         Credit card -               $2,158
                              business debt

Capital One                   Credit card -               $1,294
                              business debt

Citizens Bank                 Line of credit -              $385
                              business debt

BMW Financial Services        Business debt                   $1


POLARIS NETWORKS: Wants More Time to Draft Consensual Plan
----------------------------------------------------------
Polaris Networks, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, for an
extension of its time to file and solicit acceptances of a
chapter 11 plan without interference from other parties.  The
Debtor wants until Dec. 9, 2005, to file a plan and until
Feb. 7, 2006, to solicit acceptances of that plan.

After five years of research and development, the Debtor designed
the OMX Optical Transport Switch -- a piece of networking hardware
designed to facilitate large telecommunications networks, and the
IntelliOp Management Solution, the software that operates the OMX
and allows it to integrate with other networks.

Currently, the Debtor is having difficulties attracting buyers for
its newly-developed technology because of its precarious financial
position.  Through a chapter 11 plan, which will allow the Debtor
to emerge from chapter 11 as a financially healthy company,
Polaris anticipates that buyers' confidence will be renewed
resulting in the sale of its OMX and IntelliOp software.

Berg & Berg Developers provided the Debtor a $600,000 DIP loan.  
The fresh capital will ensure that Polaris will be able to retain
its core professionals to continue developing the OMX and the
IntelliOp software.  The products, the Debtor believes, will
likely form the basis of a new value contribution to fund a plan
of reorganization.

The Debtor says the extension will be used to finalize the terms
of a consensual plan with Berg & Berg without the threat and
potential cost of a competing hostile plan fight.

Headquartered in San Jose, California, Polaris Networks, Inc.,
-- http://www.polarisnetworks.com/-- provides a new generation  
optical transport switch for metro core networks.  The Company
filed for chapter 11 protection on May 13, 2005 (Bankr. N.D. Ca.
Case No. 05-52927). Anne E. Wells, Esq., at Levene, Neale, Bender,
Rankin and Brill LLP represents the Debtor.  When the Company
filed for protection from its creditors, it listed $1 to $10
million in assets and $10 to $50 million in debts.


POLYAIR INTER: Lenders Extend Loan Agreement Until Feb. 28
----------------------------------------------------------
Polyair Inter Pack Inc. (TSX:PPK)(AMEX:PPK) reported a net loss of
$2.9 million on sales of $51.5 million for the quarter ended
July 31, 2005, compared with net income of $700,000 on sales of
$56.8 million for the third quarter of 2004.

"We have previously reported that the accumulated losses and more
specifically in the pool division had resulted in the Company not
being in compliance with certain financial covenants in its
lending agreements," Henry Schnurbach, President and Chief
Executive Officer, said.  "We are pleased to report that our
lenders in principle have amended the Company's loan agreement to
address the covenant defaults.  The lenders have also agreed in
principle to extend the current operating loan agreement, which
expires on Nov. 1, 2005, for three years and provide an additional
$5 million dollar working capital line until Feb. 28, 2006.  The
Company is also considering the sale of certain of its real estate
and other non packaging assets with a view to concentrate its
management and capital resources."

Polyair Inter Pack Inc. -- http://www.Polyair.com/ -- in its  
Polyair Packaging and Cantar Pool Products divisions manufactures
and distributes a wide range of protective packaging products and
swimming pool products.  These products are sold to distributors
and retailers across North America.  The company operates eleven
manufacturing facilities, seven of which are in the US where it
generates the majority of its sales.


PORTRAIT CORP: Barry Feld to Resign as CEO, Chairman & President
----------------------------------------------------------------
Barry Feld disclosed his intention to resign his positions as
Portrait Corporation of America, Inc.'s Chairman, CEO and
President.  Mr. Feld stated that he intends to retain his current
titles and provide a smooth transition while the Company
undertakes a search for his successor, a process which will
commence promptly.

The Company also disclosed the formation of a Transition Committee
to be chaired by John F. Klein, a Company director, and to include
Mr. Feld and other senior officers.  The Transition Committee,
which will report to the Board of Directors, will be responsible
for overseeing and implementing the activities of the Company on a
day-to-day basis until a new CEO is installed.

"PCA and Barry Feld have enjoyed a constructive six-year
relationship, during which time the Company's sales, studio
locations and earnings have grown meaningfully, notwithstanding
the challenges the Company currently faces," John A. Sprague, a
PCA director and Managing Partner of Jupiter Partners, majority
shareholder of the Company, said.  "While we regret Barry's
decision to depart, we appreciate his willingness to assist in an
orderly transition, and we wish him success and happiness in his
future endeavors."

Mr. Feld commented: "I am pleased at the accomplishments of this
management team and am confident that the efforts to date toward
achieving a turn-around in the Company's current operations will
bear fruit.  I intend to work with the Transition Committee to
ensure that PCA does not miss a beat during this transition
period."

Portrait Corporation of America, Inc., is the largest operator of
retail portrait studios in North America and one of the largest
providers of professional portrait photography products and
services in North America based on sales and number of customers.  
Operating under the trade name Wal-Mart Portrait Studios, the
Company is the sole portrait photography provider for Wal-Mart
Stores, Inc.  As of January 30, 2005, the Company operated 2,401
permanent portrait studios in Wal-Mart discount stores and
supercenters in the United States, Canada, Mexico, Germany and the
United Kingdom and provided traveling services to approximately
1,000 additional Wal-Mart store locations in the United States.  
The Company also serves other retailers and sales channels with
professional portrait photography services.

At Jan. 31, 2005, Portrait Corporation of America Inc.'s balance
sheet showed a $171,041,000 stockholders' deficit, compared to a
$141,144,000 deficit at Feb. 1, 2004.


PREMIER AUTOMAX: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Premier Automax Inc.
        855 Highway 51 Bypass
        Dyersburg, Tennessee 38024

Bankruptcy Case No.: 05-34784

Type of Business: The Debtor is a dealer of used cars.
                  See http://www.premierautomax.com/

Chapter 11 Petition Date: September 19, 2005

Court: Western District of Tennessee (Memphis)

Debtor's Counsel: Gary L. Jewel, Esq.
                  Law Office of Gary L. Jewel
                  6000 Poplar Avenue, Suite 403
                  Memphis, Tennessee 38119
                  Tel: (901) 685-2408
                  Fax: (901) 685-2421

Total Assets: $605,000

Total Debts:  $1,151,000

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of Friendship            Floorplan loan            $375,000
P.O. Box 36
Friendship, TN 38034

Manheim Automotive Financial                            $280,000
Services
400 Northridge Road
Atlanta, GA 30350

Automotive Financial Group    Floorplan                 $200,000
5400 Getwell
Memphis, TN 38150

Security Bank                 SBA loan covering         $130,000
                              all assets

Citizens City & County        Floor plan loan           $100,000

American Express                                         $31,000

State of Tennessee Department Sales taxes                $25,000
of Revenue

Internal Revenue Service      FICA & Withholding         $10,000


PROXIM CORP: Wants to Assume & Assign Sublease to Terabeam
----------------------------------------------------------
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
assume and assign a Sublease dated as of Aug. 23, 1999, between
Proxim Corp., and PlaceWare, Inc.  The Sublease is for a
nonresidential real property located at 295 North Bernardo Avenue,
Mountain View, California.  

The Debtors propose to assume and assign the sublease to Terabeam
Wireless, the business name of YDI Wireless, Inc.  Terabeam is the
purchaser of substantially all of the Debtors' assets and the
assignee of various executory contracts and unexpired leases from
the Debtors, including the master lease for the property.  The
Debtors tell the Court that the sublease was inadvertently
excluded from the list of unexpired leases to be assumed and
assigned as part of the sale.

As reported in the Troubled Company Reporter on July 29, 2005,
Terabeam Wireless completed the purchase of substantially all of
the Debtors' assets pursuant to an asset purchase agreement.  The
asset purchase agreement, dated July 18, 2005, was approved by the
Court on July 20, 2005.  Following that approval, the parties
addressed the other pre-closing issues and completed the
transaction on Wednesday, July 27.  Under the terms of the asset
purchase agreement, Terabeam acquired and assumed most of the
domestic and foreign operations of Proxim for a cash purchase
price of approximately $25,200,000, subject to certain
adjustments, liability assumptions, and deductions.  In addition,
upon Court approval, Terabeam is obligated to provide debtor-in-
possession financing, which will ultimately be deducted from the
purchase price.

In order to allow Terabeam to realize the benefits of the Master
Lease, which it has assumed pursuant to the sale, Terabeam must
also become the assignee of the sublease.  Assigning the sublease
to Terabeam, the Debtors say, will also directly benefit the
estates by eliminating potential rejection damages that may be
asserted against the Debtors by PlaceWare.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking    
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


RED TAIL: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Red Tail Canyon LLC
        P.O. Box 22334
        Portland, Oregon 97269

Bankruptcy Case No.: 05-41235

Chapter 11 Petition Date: September 19, 2005

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: J. Stephen Werts, Esq.
                  Cable Huston Benedict Haagensen & Lloyd
                  1001 Southwest 5th Avenue, Suite 2000
                  Portland, Oregon 97204
                  Tel: (503) 224-3092
                  Fax: (503) 224-3176

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


ROGERS COMMS: Pricing Tender Offer for 10.625% Senior Sec. Notes
----------------------------------------------------------------
Rogers Communications Inc. and Rogers Telecom Holdings Inc., a
wholly owned subsidiary of RCI and formerly known as Call-Net
Enterprises Inc., reported that RogersTelecom has determined the
consideration to be paid in connection with its cash tender offer
for any and all of its US$222.9 million aggregate principal amount
of 10.625% Senior Secured Notes due 2008 (CUSIP No. 130910AJ1) and
consent solicitation to amend the related indenture.  The Tender
Offer and the Solicitation are subject to the terms and conditions
set forth in Rogers Telecom's Offer to Purchase and Consent
Solicitation Statement dated August 30, 2005.

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

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

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

The Tender Offer will expire at 11:59 p.m., New York City time, on
September 27, 2005, unless extended.  All withdrawal rights of
tendering holders of Notes terminated at 5:00 p.m., New York City
time, on September 13, 2005.  Accordingly, tendering holders may
no longer withdraw their Notes.  Citigroup Global Markets Inc. is
acting as the dealer manager and solicitation agent for the Tender
Offer and the Solicitation.  Questions regarding the Tender Offer
and the Solicitation may be directed to:

               Citigroup Global Markets Inc.
               Liability Management Group
               (800) 558-3745 (U.S. toll free)
               (212) 723-6106 (collect).  

Requests for documents may be directed to the information agent:

               Global Bondholder Services Corporation
               (866) 470-3800 (U.S. toll-free)
               (212) 430-3774 (collect)

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

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

                       *     *     *

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

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


RUFUS INC: Creditors Have Until Nov. 16 to File Proofs of Claim
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware set 5:00 p.m. on Nov. 16, 2005, as the
deadline for all creditors owed money by Rufus, Inc., aka Family
Pet Centers, on account of claims arising prior to Aug. 10, 2005,
to file written proofs of claim.

All governmental units are directed to file their written proofs
of claim on or before 5:00 p.m. on Feb. 6, 2006.

All written proofs of claim must be mailed or delivered to:

   Rufus, Inc.
   Claims Docketing Center
   c/o Logan & Company, Inc.
   546 Valley Road
   Upper Montclair, New Jersey 07043

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,  
dog food, supplies and accessories.  The Debtor also operates a  
chain of six retail stores in the Northeastern United States.  The  
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.  
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.  
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,  
represent the Debtor in its bankruptcy proceeding.  When the  
Debtor filed for protection from its creditors, it listed  
$1.8 million in total assets and $12.7 million in total debts.


RUFUS INC: Court OKs Logan and Company as Claims & Noticing Agent
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave Rufus, Inc., aka Family Pet Centers
permission to employ Logan and Company, Inc., as its claims and
noticing agent.

As previously reported in the Troubled Company Reporter on
Aug. 15, 2005, Kathleen M. Logan, the President of Logan and
Company, Inc., discloses the current hourly rates of professionals
who will work in the engagement:

      Designation/Work                   Hourly Rate
      ----------------                   -----------
      Principal                              $270
      Court Testimony                        $300
      Statement & Schedule Preparation       $200
      Account Executive Support              $185
      Public Website Design & Maintenance    $185
      Programming Support                    $150
      Project Coordinator                    $125
      Data Preparation Analysis              $100

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,  
dog food, supplies and accessories.  The Debtor also operates a  
chain of six retail stores in the Northeastern United States.  The  
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.  
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.  
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,  
represent the Debtor in its bankruptcy proceeding.  When the  
Debtor filed for protection from its creditors, it listed  
$1.8 million in total assets and $12.7 million in total debts.


RUSH RODEO: List of 12 Largest Unsecured Creditors
--------------------------------------------------
Rush Rodeo Company, LLC released a list of its 12 Largest
Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Stewart Bros. Construction Co.                   $4,504
    1106 North Garfield
    West Plains, MO 65775

    Bristol Broadcasting                             $1,442
    P.O. Box 2397
    Paducah, KY 42002

    Action Radio Company                             $1,400
    Orlando, FL 32801

    Davis Trailer                                    $1,400
    2808 Highway 11
    Moselle, MS 39459

    Capital Pac Lease                                $1,127

    Rankin County CO-OP                                $916

    Eureka Productions                                 $914

    Kudzu 102                                          $800

    WADI                                               $761

    Twin City Broadcasting                             $714

    Boswell Radio LLC                                  $700

    Pitney Bowes                                        $78

Headquartered in Lake, Mississippi, Rush Rodeo Company, LLC filed
for chapter 11 protection on Aug. 10, 2005 (Bankr. S.D. Miss. Case
No. 05-53570).  Jeffrey K. Tyree, Esq., at harris & Geno, PLLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million to $10 million.


RUSSELL-STANLEY: Creditors' Proofs of Claims Are Due By Sept. 23
----------------------------------------------------------------
The United Sates Bankruptcy Court for the District of Delaware set
Sept. 23, 2005, as the deadline for all creditors owed money by
Russell-Stanley Holdings, Inc., and its debtor-affiliates on
account of claims arising prior to Aug. 19, 2005, to file formal
written proofs of claim.

Creditors must deliver their claim forms to:

      Russell-Stanley Holdings, Inc.
      c/o The Trumbull Group
      Griffin Center
      Four Griffin Road North
      P.O. Box 721
      Windsor, Connecticut 06095

Proof of Claim forms are available at

      http://www.uscourts.gov/bkforms/official/b10.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: Argues Chapter 7 Not in Creditors Best Interests
-----------------------------------------------------------------
As previously reported, Keeman Petroleum Co., Inc., asked the U.S.
Bankruptcy Court for the District of Delaware to convert S-Tran
Holdings, Inc. and its debtor-affiliates' chapter 11 proceedings
into chapter 7 liquidation proceedings.

Keeman supplied the Debtors with petroleum goods and didn't
receive payment.  The supplier believes that the Debtors have no
hope of reorganizing as evidenced by the cessation of their
operations beginning May 5.  As such, the liquidation of its
assets should be made under chapter 7 of the Bankruptcy Code,
Keeman says.

The Debtors concede that they have stopped their operations and
are in the process of orderly liquidating the estates' assets
under chapter 11.  They have reduced their workforce to 14
employees who are facilitating the wind-down of the businesses.

The Debtors contend that converting the proceedings under chapter
7 will incur additional costs to the estates resulting in lesser
distributions to creditors.  In addition, the Debtors think that
the best persons to negotiate the sale of their assets are their
remaining employees who know the business well.  A chapter 7
trustee may cause more harm than good, the Debtors assert.

The Debtors point out that bringing in new parties and
professionals in the middle of a reorganization process to begin
liquidation in a chapter 7 proceeding is not the most practical,
efficient, expeditious, or most effective manner of liquidating
their estates.

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 Taylor & Martin to Auction Motor Vehicles
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
June 15, 2005, the U.S. Bankruptcy Court for the District of
Delaware gave S-Tran Holdings, Inc., and its debtor-affiliates
permission to employ Taylor & Martin, Inc., as their auctioneers.

The Debtors ask the Court to extend the employment of Taylor &
Martin under Section 101 of the Bankruptcy Code and Rule 2014 and
6005 of the Federal Rules of Bankruptcy Procedures.

The Debtors also want to pay Taylor & Martin's compensation
without further Court order.

Taylor & Martin have already completed the auction of
substantially all of the Debtors' equipment, shop, office, dock
and miscellaneous personal property.  Now, the Debtors want Taylor
& Martin to auction some personal property in Tunica, Mississippi.

Taylor & Martin will:

   -- conduct the auction of tractors, trailers and other motor
      vehicles, and

   -- consummate private sales and conduct additional auctions.

Specifically, Taylor & Martin will:

   (a) prepare personal property for sale;

   (b) provide promotional support for the sale prior to the
       auction;

   (c) conduct a sale in a commercially reasonable manner, which
       will be staffed by qualified auctioneers, informed sales
       personnel, ringmen, and transaction closing personnel in
       order to properly display, sell, close and account for all
       transactions relating to the personal property;

   (d) prepare financial settlements in connection with each sale;

   (e) provide a dedicated coordinator to assist with equipment
       marshalling, delivered unit count, sales site security,
       contract labor and equipment preparation;

   (f) provide labor and equipment necessary to transport all
       personal property to the auction sale sites, and

   (g) lease auction sites as necessary.

Paul C. Wachter, a member at Taylor & Martin, discloses that the
Firm will be paid a 9.5% commission of the auction proceeds for
the sale of each item of personal property.

As reported, the Debtors believe that Taylor & Martin is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

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 Employ BDO Seidman as Tax Advisor
-----------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ BDO Seidman, LLP as their tax advisor, nunc pro tunc to
Sept. 2, 2005.

The Debtors want BDO Seidman to prepare some state and federal tax
returns for the fiscal year ending Dec. 31, 2004.  The Firm will
also prepare applicable Income Tax Return for the states of
Alabama, California, Delaware, Georgia, Illinois, Indiana,
Kentucky, Michigan, Mississippi, North Carolina, Ohio, South
Carolina, Tennessee, and Virginia.

James B. Willis, a member at BDO Seidman, LLP, discloses that the
Firm's fess is in the range of $45,000 to $50,000.

The Firm's current hourly rates are:

      Designation                     Hourly Rate
      -----------                     -----------
      Partner                             $400
      Senior Manager                      $325
      Manager                             $225
      Staff                               $125

BDO Seidman, LLP -- http://www.bdo.com/-- is one of the country's  
leading accounting and tax service providers.

The Debtors believe that BDO Seidman, LLP, is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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.


SAINT VINCENTS: Says No to Paying Nurses' Pension & Benefit Claims
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York asks the U.S.
Bankruptcy Court for the Southern District of New York to deny the  
New York State Nurses Association's demand for payment of
prepetition pension and benefit claims.  

The Nurses' Association had asked for the payment of retroactive
pay increase commencing Nov. 1, 2004, pursuant to a Memorandum
Agreement signed on June 18, 2005.  The Agreement provides the
Base Compensation Rates for nurses who are members of the
Association and working at the Debtors' hospitals.

The Nurses' Association estimates that approximately $507,752 is
due for this retroactive prepetition pay raise and $60,000 for the
one-month postpetition wage increase, exclusive of the employers'
contribution to the Federal Insurance Contributions Act.  On a per
nurse basis, this amount comes between $1,000 and $2,000 on the
prepetition raise.  The Debtors claims that only $480,000 is due
to the nurses.

In addition, the Nurses Association tendered for payment two
checks that it received from SVCMC as contribution to the Benefit
Fund and the Pension Fund:

    -- $162,348 for the Pension Fund; and
    -- $1,288,789 for the Benefit Fund.

The Debtor's counsel, Stephen B. Selbst, Esq., at McDermott Will &
Emery LLP, argues that by seeking authorization to pay certain
prepetition wages, the Debtors sought to achieve the dual goals of
maintaining financial stability for their employees and not
disrupting their operations or further straining their financial
position.

He recounts that the Debtors agreed with the New York State
Nurses Association to pay its members at the increased rate
specified in a Memorandum of Agreement as of the payroll cycles
commencing July 31, 2005, and August 7, 2005, for Bayley-Seton
and Staten Island Hospitals.

On September 6, 2005, the Debtors further agreed to become
current for all unpaid postpetition amounts accrued at the
increased rate commencing at the completion of the first payroll
cycle following the earlier of entry of an order approving an
additional or substitute postpetition financing, or November 15,
2005.

The Debtors have also agreed to pay the amount due for the
prepetition wage increase for the period from November 1, 2004,
through the Petition Date via payment of six monthly installments
commencing at the completion of the first payroll cycle following
the earlier of the entry of an additional or substitute
postpetition financing, or January 1, 2006.

Mr. Selbst explains that the Debtors need the flexibility to
address the prepetition pension and benefit claims at a later
time or under a plan of reorganization, in accordance with their
fiduciary duties to all creditors and business priorities.  If
the Debtors address the pension and benefit claims under a plan,
it will be after the Debtors have fully examined the Agreement
and after the Court has made a determination regarding the
priority or non-priority status of the claims.

Mr. Selbst asserts that the Bankruptcy Code does not require the
prepetition payments.  The pension and benefit contributions
stand on a different basis from the prepetition and postpetition
wages because of their magnitude and because there is no
immediate harm to the nurses if the Debtors are not forced to
make the payment at this time.

The prepetition arrears for the Nurses Association's pension and
benefit payments exceed $1.4 million.  If the Association's
prepetition claims are paid, similarly situated creditors could
assert claims of almost eight to 10 times this amount in respect
of their claims.  The Debtors simply should not be required to
make substantial prepetition payments when the restructuring
process is in its infancy and the lack of payment is not causing
immediate harm, Mr. Selbst asserts.

The Debtors fully disagree with the Nurses Association's
assertion that the Debtors have intentionally discriminated its
members by not reissuing the Debtors' issued checks for
$1,805,482 on June 29, 2005.  

The Debtors' liquidity crisis was the cause for the Payments to
be dishonored, Mr. Selbst says.  "The dishonored payments to the
New York Nurses Association Pension Fund and the New York Nurses
Association Benefit Fund constitute only a portion of similar
payments, which were declined and remain unpaid to various labor
unions."

Mr. Selbst assures the Court that the Nurses Association members
are receiving their full benefits at this time, notwithstanding
the missed payment.  The Debtors have made all postpetition
payments to the Nurses Association.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Settles Utility Dispute with NewEnergy
------------------------------------------------------
Saint Vincent Catholic Medical Centers of New York and
Constellation NewEnergy, Inc., have engaged in negotiations to
resolve issues concerning their Electricity Service Agreement,
dated October 10, 2003.

As reported in the Troubled Company Reporter,  Constellation
NewEnergy asked the U.S. Bankruptcy Court for the Southern
District of New York for authority to terminate, under Section
556, its Energy Services Agreement with Saint Vincents.

In its motion to terminate, Constellation NewEnergy told the
Bankruptcy Court that it has the right to terminate its agreement
with the Debtor under Section 556 of the Bankruptcy Code that
provides that a forward contract merchant can terminate a forward
contract based on an Ipso Facto Default clause in the contract
notwithstanding the automatic stay or other provisions of the
Bankruptcy Code.

To settle their disputes and avoid further litigation, the
parties stipulate that:

   (a) The Agreement will be terminated, and NewEnergy is
       authorized to take necessary steps to effectuate the
       termination;

   (b) NewEnergy will notify Consolidated Edison Company of New
       York, Inc., to de-enroll SVCMC's accounts from service by
       NewEnergy, in accordance with Con Edison's standard
       practices.  Termination of service under the Agreement
       with respect to each Debtor's account will be effective on
       the first regularly scheduled meter read date after Con
       Edison processes the de-enrollment;

   (c) NewEnergy will continue to invoice SVCMC, and SVCMC will
       pay NewEnergy, for amounts owed under the Agreement with
       respect to the period from the Petition Date through the
       Termination Date within 15 days of the date of the
       invoices concerning the period.  The invoices will be
       submitted after the appropriate information from Con
       Edison is provided to NewEnergy, and the amounts owed
       will constitute an administrative expense pursuant to
       Sections 503(b)(1)(A) and 507(a)(1) of the Bankruptcy
       Code;

   (d) Within 60 days after the Termination Date, NewEnergy will
       also provide SVCMC with a statement reflecting any
       adjustments with respect to the Postpetition Period.  Any
       additional payments owed by SVCMC to NewEnergy will be
       paid to NewEnergy within 15 days of the date of the
       statement, and will constitute an administrative expense.
       Should the adjustments result in a credit to SVCMC,
       NewEnergy agrees to include a check payable to SVCMC with
       its adjustment statement; and

   (e) The Stipulation will not affect NewEnergy's rights with
       respect to its claim for amounts owed under the Agreement
       for the period prior to the Petition Date.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAMSONITE CORP: Equity Deficit Narrows to $38.22 Mil at July 31
---------------------------------------------------------------
Samsonite Corporation delivered its quarterly report on Form 10-Q
for the quarter ending July 31, 2005, to the Securities and
Exchange Commission on September 14, 2005.  

As of July 31, 2005, the Company's equity deficit narrowed to
$38,216,000 from a $49,139,000 deficit at Jan. 31, 2005.   The
Company has assets totaling $572,625,000 and debts aggregating
$595,951,000 at July 31, 2005.

The Company's consolidated revenues for the three months ended
July 31, 2005, increased to $236.5 million from $224.8 million
in the second quarter of the prior year, an increase of
$11.7 million, or 5.2%.

Operating income increased by $3.6 million to $17.6 million for
the three months ended July 31, 2005 compared to July 31, 2004.   
Current year operating income reflects an increase in gross profit
of $10.7 million compared to the prior year which was partially
offset by selling, general and administrative expenses that were
$8.2 million higher than in the prior year.  Included in the
$8.2 million is a $2.0 million increase in the second quarter as a
result of starting up the joint venture in Japan, which commenced
operations in January 2005.

Net income for the three months ended July 31, 2005 was
$2.1 million, compared to a net loss of $18.3 million in the prior
year period.  The $20.4 million difference is attributable to"

   * an increase in operating income from the prior year of
     $3.6 million;

   * other expenses decreased by $15.7 million, primarily due to
     the inclusion in the prior year period of $13.7 million of
     redemption premiums and the write-off of $4.1 million of
     deferred financing costs related to the refinancing of the
     Company's 10-3/4% senior subordinated notes completed in June
     2004;

   * interest expense decreased by $1.6 million due to the effects
     of the June 2004 refinancing;

   * an increase in interest income of $0.4 million; and

   * an increase in income tax expense of $0.9 million.

A full-text copy of Samsonite's latest quarterly report is
available at no charge at http://researcharchives.com/t/s?190

Samsonite Corporation designs, manufactures and distributes
luggage, casual bags, business cases and travel related products
throughout the world.  The Company also licenses its brand names
and is involved with the design and sale of apparel.


SCHOTT ALARM: List of 14 Largest Unsecured Creditors
----------------------------------------------------
Schott Alarm Co., released a list of its 14 Largest Unsecured
Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Siemens Building Tech/Faraday                   $23,912
    P.O. Box 945658
    Atlanta, GA 30394

    Northern Video Supply                           $15,104
    P.O. Box 66971
    St. Louis, MO 63168

    Lakritz Herman and Wissbrum, P.C.               $12,561
    30100 Telegraph Road
    Bingham Farms, MI 48025

    Financial Pacific Leasing                        $3,732

    Honeywell                                        $3,450

    Verizon                                          $3,228

    Habron Electric                                  $2,250

    Speedway                                         $1,774

    Darol Cosens                                     $1,700

    Waste Management                                 $1,023

    Arrow Uniform                                      $642

    Thyssenkrupp Elevator                              $274

    Lowes Business Account                             $223     

    AT&T                                               $220
    
Headquartered in Flint, Michigan, Schott Alarm Co., Inc. installs,
services and monitors electronic security services.  The Company
filed for chapter 11 protection on Aug. 17, 2005 (Bankr. E.D.
Mich. Case No. 05-34166).  Dennis M. Haley, Esq., at Winegarden,
Haley, Lindholm & Robertson, P.L.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $277,153 in total assets and $1,570,094
in total debts.


SCOTT DESERT: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Scott Desert Shadows, LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Arizona, disclosing:


    Name of Schedule              Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property               $1,800,000
  B. Personal Property               $2,500                    
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            
     Secured Claims                              
  E. Creditors Holding                               
     Unsecured Priority Claims
  F. Creditors Holding                            $3,644,519
     Unsecured Nonpriority
     Claims
                                -----------       ----------
     Total                       $1,802,500       $3,644,519

Headquartered in Phoenix, Arizona, Scott Desert Shadows, LLC,
filed for chapter 11 protection on Aug. 15, 2005 (Bankr. D. Ariz.
Case No. 05-14892).  Steven N. Berger, Esq., at Engelman Berger,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


SCOTT DESERT: List of 3 Largest Unsecured Creditors
---------------------------------------------------
Scott Desert Shadows, LLC released a list of its 3 Largest
Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Foothills Shadows Associates  Seller under sale       $1,000,000
5141 North 40th Street        agreement
Suite 500
Phoenix, AZ 85018

RAL Consulting, Inc.          Environmental              $20,000
4214 East Indian School Road  analysis fees
Suite 201
Phoenix, AZ 85018

Brier & Irish, P.L.C.         Legal fees                 $15,000
c/o Craig T. Irish, Esq.
2400 East AZ Biltmore Circle,
Suite 1290
Phoenix, AZ 85016  

Headquartered in Phoenix, Arizona, Scott Desert Shadows, LLC,
filed for chapter 11 protection on Aug. 15, 2005 (Bankr. D. Ariz.
Case No. 05-14892).  Steven N. Berger, Esq., at Engelman Berger,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


SCOTT DESERT: U.S. Trustee Unable to Organize Committee
-------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14
responsible for appointing official committees in debtors'
bankruptcy cases, reported to the U.S. Bankruptcy Court for the
District of Arizona that despite efforts to contact unsecured
creditors, there has not been a sufficient showing of creditor
interest as of Sept. 12, 2005.  Therefore, the United States
Trustee has been unable to appoint an Unsecured Creditors'
Committee.

Headquartered in Phoenix, Arizona, Scott Desert Shadows, LLC,
filed for chapter 11 protection on Aug. 15, 2005 (Bankr. D. Ariz.
Case No. 05-14892).  Steven N. Berger, Esq., at Engelman Berger,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


SELECT MEDICAL: Inks Private Offering for $175 Mil. of Sr. Notes
----------------------------------------------------------------
Select Medical Holdings Corporation, the parent company of Select
Medical Corporation, entered into an agreement to privately sell
$175 million aggregate principal amount of senior floating rate
notes due 2015, which will bear interest at a rate per annum,
reset semi-annually, equal to the 6-month LIBOR plus 5.75%.  The
floating rate notes will be general unsecured obligations of
Holdings and will not be guaranteed by Select or its subsidiaries.  
The floating rate notes are expected to be issued and sold in a
private offering to institutional investors pursuant to Rule 144A
and Regulation S under the Securities Act of 1933.  The
consummation of the offering is subject to customary closing
conditions and Select's obtaining an amendment to its credit
facility to permit the transaction.

The net proceeds of the issuance of the floating rate notes,
together with cash on hand of Select, will be used to reduce the
amount of Holdings' preferred stock, to make a payment to
participants in Holdings' long-term cash incentive plan, and to
pay related fees and expenses.

Through acquisitions and new development, Select Medical has
established itself as the largest operator of LTAC hospitals in
the U.S. and the second-largest operator of outpatient
rehabilitation clinics.  The company operates 98 LTACs in 26
states, 4 inpatient rehabilitation hospitals, and 740 outpatient
rehabilitation clinics in the U.S. and Canada.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Moody's Investors Service assigned a rating of Caa1 to the
proposed offering of $250 million in senior unsecured notes by
Select Medical Holdings Corporation, the parent company of Select
Medical Corporation.  The proceeds of the proposed offering will
be used to redeem $250 million of preferred equity contributed to
the company by a financial sponsor group consisting of Welsh
Carson Anderson & Stowe and Thoma Cressey Equity Partners in the
leveraged buy-out of Select Medical that closed in February 2005.

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Select Medical Holdings Corp.'s proposed $250 million senior
unsecured floating-rate notes due 2015, issued under Rule 144A.
Proceeds will be used to redeem preferred stock.
     
Existing ratings on Select Medical Corp., including the 'B+'
corporate credit rating, were affirmed.  The outlook is negative.
Debt outstanding (pro forma for the new issue) is about $1.8
billion.


SOLUTIA INC: U.S. Labor Unions Okay New Collective Labor Pacts
--------------------------------------------------------------
Each of Solutia Inc.'s U.S. labor unions has ratified new five-
year collective bargaining agreements which set pension and health
and welfare benefits for its employees who are represented by
labor unions.  The agreements, which take effect Jan. 1, 2006,
provide for changes to pension and welfare benefits consistent
with those Solutia had previously implemented for U.S. non-union
employees.

"The ratification of these agreements is a strong endorsement of
the future of our company by a very important segment of our
employees.  These changes will help us emerge from bankruptcy as a
viable, well-positioned company.  I would like to commend the
union officers at each of our facilities for their leadership in
working with us to build a Solutia that can achieve its ultimate
potential," said Jeffry N. Quinn, president and CEO, Solutia Inc.

James R. Voss, senior vice president of business operations,
added, "The new agreements includes changes to our pension and
employee welfare benefits that are necessary for Solutia to be
cost competitive on a global basis, and to improve the future
viability of our unionized facilities.  In an era when too often
companies have an adversarial relationship with their unions in
the courtroom or on the picket lines, we are pleased that our
union memberships had the foresight to work with us and negotiate
and ratify five-year agreements that are in everyone's best
interests."

Approximately 14 percent of Solutia's 4,100 U.S. employees are
represented by labor unions.  These seven local labor unions
represent employees at five Solutia sites:

   * Anniston, Ala.;
   * Sauget, Ill. (Krummrich Plant);
   * St. Louis, Mo. (Queeny Plant);
   * Trenton, Mich.; and
   * Springfield, Mass. (Indian Orchard Plant).

These sites produce products as Saflex(R) and Butvar(R) resin,
used in the automotive and commercial/residential construction
industries, along with other products such as Therminol(R) heat
transfer fluids, which are used in manufacturing processes at
temperatures ranging from -60 degrees F to 750 degrees F, and
Skydrol(R), the most advanced fire-resistant hydraulic fluid for
aviation.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a   
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


SR TELECOM: To Appeal Nasdaq Delisting Notice
---------------------------------------------
SR Telecom Inc. (TSX: SRX, Nasdaq: SRXA) reported that it received
notice from The Nasdaq Stock Market Listing Qualifications
Department that Nasdaq has determined to delist SR Telecom's
common shares from the Nasdaq National Market.  SR Telecom intends
to appeal this delisting to a Nasdaq Listing Qualifications Panel;
this request for a hearing will stay the delisting of SR Telecom's
common shares, which was initially scheduled for the opening of
business on September 21, 2005, pending the resolution of such
appeal by the Listing Qualifications Panel.

SR Telecom has received two Nasdaq Staff Determinations:

    (1) the first on September 12, 2005, indicating that SR
        Telecom fails to comply with the $10 million shareholders'
        equity requirement for continued listing set forth in
        Marketplace Rule 4450(a)(3), and

    (2) the second on September 14, 2005, indicating that SR
        Telecom fails to comply with the $1.00 minimum bid price
        requirement for continued listing set forth in Marketplace
        Rule 4450(a)(5) and that its common shares are therefore
        subject to delisting from the Nasdaq National Market.

SR Telecom intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determinations.  Under
Nasdaq's rules, the delisting of SR Telecom's Common Shares will
be automatically stayed until the Listing Qualifications Panel
makes its determination.

SR Telecom Inc. (TSX: SRX, Nasdaq: SRXA) designs, manufactures and
deploys versatile, Broadband Fixed Wireless Access solutions.  For
over two decades, carriers have used SR Telecom's products to
provide field-proven data and carrier-class voice services to end-
users in both urban and remote areas around the globe.  SR
Telecom's products have helped to connect millions of people
throughout the world.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2005,
Deloitte & Touche LLP raised substantial doubt about SR Telecom
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended December 31,
2004.  Factors that prompted the going concern opinion include:

   -- the Company's losses for the current and prior years,

   -- negative cash flows,

   -- significant deficiency in working capital,

   -- reduced availability of supplier credit,

   -- breach of a number of its long-term debt covenants and
      undertakings, and

   -- lack of operating credit facilities.

Deloitte said the realization of assets and the discharge of
liabilities in the ordinary course of business are subject to
significant uncertainty.


TIMKEN CO: Inks New Four-Year Labor Pact with Steelworkers
----------------------------------------------------------
The Timken Company and the steelworkers union have reached a new,
four-year labor agreement.

Members of the steelworkers union voted on Sept. 15 to ratify the
new contract, which covers approximately 2,700 people at the
company's bearing plants in Canton and steel plants in Canton and
Wooster, Ohio.  Timken employs more than 4,500 in Stark County,
Ohio.

"This is a success for our associates and the community," said Don
Walker, senior vice president - human resources and organizational
advancement.  "We are pleased to have successfully concluded this
matter with the union and look forward to intensifying our focus
on delivering the quality and value our customers demand."

The new contract goes into effect when the current contract
expires on Sept. 26, 2005.

The Timken Company (NYSE: TKR) -- http://www.timken.com/-- keeps  
the world turning, with innovative ways to make customers'
products run smoother, faster and more efficiently.  Timken's
highly engineered bearings, alloy steels and related products and
services turn up everywhere - on land, on the seas and in space.
With operations in 27 countries, sales of $4.5 billion in 2004 and
26,000 employees, Timken is Where You Turn(TM) for better
performance.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 4, 2005,
Moody's Investors Service has affirmed The Timken Corporation's
Ba1 senior implied and senior unsecured ratings and changed the
ratings outlook to stable from negative.  The change in the
outlook is based on the company's improved operating performance
and positive effect on financial metrics, the success in achieved
integration related synergies from the Torrington acquisition, and
a more favorable outlook for the company's industrial and steel
segments over the near and intermediate term.


TRANSITIONS BOOKPLACE: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Transitions Bookplace, Inc.
        1000 West North Avenue
        Chicago, Illinois 60622

Bankruptcy Case No.: 05-38402

Type of Business: The Debtor is a bookstore that specializes in
                  personal growth, inward exploration and the
                  pursuit of spirituality.
                  See http://www.transitionsbookplace.com/

Chapter 11 Petition Date: September 19, 2005

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Andrew J. Abrams, Esq.
                  Sugar, Friedberg & Felsenthal LLP
                  30 North LaSalle Street, Suite 3000
                  Chicago, Illinois 60602
                  Tel: (312) 704-9400 extension 2172
                  Fax: (312) 372-7951

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Baker & Taylor, Inc.             Merchandise             $61,454
1205 Payshere Circle
Chicago, IL 60674

New Leaf Distributing Co.        Merchandise             $58,804
401 Thorton Road
Lithia Springs, GA 30122

Santosh & Doris Krinsky Trust    Loan                    $51,342
33719 116th Street
Twin Lakes, WI 53181

North Avenue Property LLC        Rent                    $44,823

Hawthorne LLC                    Rent                    $34,045

Putnam Berkeley Group            Merchandise             $21,355

Citibank Advantage Business      Credit Card             $16,109

Frost Ruttenberg & Rothblatt PC  Legal Fees              $11,655

Harper Collins Publishers        Merchandise             $11,640

Random House, Inc.               Merchandise             $11,136

Aronberg Goldgehn                Legal Fees              $10,855
Davis & Garmisa

Baker & Taylor Entertainment     Merchandise              $8,479

Beyond Words Publishing, Inc.    Merchandise              $7,814

Publishers Group West            Merchandise              $7,000

Maria's Janitorial Services      Janitorial               $5,835

VHPS Virginia                    Merchandise              $5,652

Institute for Inner Studies      Merchandise              $5,453

Notes & Queries, Inc.            Merchandise              $5,383

Bookazine                        Merchandise              $4,959

Integral Yoga Distribution       Merchandise              $4,685


TRIM TRENDS: Wants Plan-Filing Period Stretched to Dec. 14
----------------------------------------------------------
Trim Trends Company, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, to extend, until Dec. 14, 2005, their exclusive period
for filing a chapter 11 Plan of Reorganization.  The Debtors also
want their exclusive period to solicit plan acceptances extended
to Feb. 13, 2006.

The Debtors tell the Bankruptcy Court that a variety of logistical
and practical issues have prevented them from filing a plan.  In
particular, the Debtors do not expect to complete the proposed
sale of a substantial portion of their assets, subject to higher
and better offers at an auction, within the current exclusive
plan-filing period.  

Headquartered in Farmington Hills, Michigan, Trim Trends Company,
LLC -- http://www.trimtrendsco.com/-- manufactures automobile and  
light truck component parts for both original equipment
manufacturers and Tier 1 suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.  
E.D. Mich. Case No. 05-56108).  Joseph M. Fischer, Esq., at Carson  
Fischer, P.L.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $65 million and total
liabilities of $81 million.


UAL CORP: IRS Seeks $114 Million in Back Taxes
----------------------------------------------
The Internal Revenue Service filed a claim in the U.S. Bankruptcy
Court for the Northern District of Illinois seeking to recover
$114 million from UAL CORP. for excise taxes and missed
contributions to its pension plans.

The IRS' claim adds to UAL's financial woes that needs to be
resolved before it can emerge from bankruptcy in February 2006 as
targeted.

The airline got Court approval in July 2004 to dump its pension
obligations on the Pension Benefit Guaranty Corp., a move which
save it approximately $645 million a year.

Earlier this month, UAL and its 26 subsidiaries filed a joint
reorganization plan.  The Plan contemplates a debt-for-equity swap
to settle claims of the estates' creditors while extinguishing
shareholders equity.

UAL Corp.'s Disclosure Statement explaining its Plan is scheduled
for a hearing on October 11 before the Honorable Eugene R. Wedoff.  
The Debtors anticipate that the confirmation hearing will be held
in mid January 2006.

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


UAL CORP: Wants Court to Approve GECAS Sale/Leaseback Deal
----------------------------------------------------------
As previously reported, the multi-year negotiations with the
Public Debt Group have finally culminated in the signing of term
sheets, on Aug. 5, 2005, for the restructuring of UAL Corporation
and its debtor-affiliates' obligations in connection with the vast
majority of the Public Debt Group aircraft that the Debtors has
retained in its fleet.

On Aug. 30, 2005, the Debtors sought Court approval of a global
settlement.

For most of the Public Debt Group aircraft subject to the Global
Settlement, the parties reached agreement on restructured long-
term lease rates or mortgage financing.  The parties, however,
could not come to terms on new lease rates for six Boeing 767-
300ER aircraft and 12 associated Pratt & Whitney PW 4060 engines,
originally financed prepetition through several pre-1997 public
debt transactions.

The Aircraft bear tail numbers N642UA, N643UA, N644UA, N646UA,
N647UA, and N661UA.

Unable to restructure the rates on the 767 Aircraft, the
parties instead entered into certain agreements for the Debtors'
outright purchase of the 767 Aircraft, which the Court approved
on August 26, 2005.

To refinance the cost of purchasing the 767 Aircraft being
purchased by the Debtors from the Public Debt Group, the Debtors
negotiated a letter agreement with GE Commercial Aviation
Services LLC.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Northern District of Illinois' permission to enter into the Letter
Agreement.

Among other things, the Letter Agreement provides that:

   * GECAS will purchase the 767 Aircraft from the Debtors and
     then lease the Aircraft back to the Debtors.

   * The lease price schedule for the leases is base on the
     purchase price that GECAS pays the Debtors for the Aircraft.

   * The leases will be secured by a junior lien on their pre-
     existing collateral which secures the Debtors' obligations
     to PK AirFinance, Inc., an affiliate of GECAS, none of which
     collateral secures the Debtors' obligations under their DIP
     facility or any other party other than GECAS and certain of
     its affiliates.

   * The leases will contain cross acceleration clauses to all
     other lease and loan obligations with GECAS and will contain
     a default provision that will be triggered if any leases are
     not assumed or loan obligations are not reinstated by the
     Debtors' emergence.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, assures Judge Wedoff that the terms of the Letter
Agreement are fair and reasonable.  The Debtors will obtain
financing for the Aircraft under terms that are superior to both
the prepetition lease agreements and the Public Debt Group's
lease proposals.  Additionally, the Letter Agreement will
replenish the Debtors' liquidity.

"The Letter Agreement, including both the sale transaction and
the lease transactions contemplated therein, has gone through
many drafts, was negotiated over the course of a number of weeks
and is the product of lengthy discussions on an arm's length
basis and is not the product of collusion," Mr. Sprayregen says.

The DIP Lenders have also consented to the transactions
contemplated under the Letter Agreement.

                 Letter Agreement Is Binding

The Debtors ask the Court to declare that the Letter Agreement is
binding on them and their successors and permitted assigns,
including any trustee appointed under Chapter 7 of the Bankruptcy
Code or otherwise.

The Debtors also ask Judge Wedoff to:

   -- modify and lift the automatic stay and make Section 1110 of
      the Bankruptcy Code applicable to the leases to permit
      enforcement of remedies under the Letter Agreement and
      related agreements;

   -- approve the transaction, free and clear of all liens,
      claims and encumbrances;

   -- find that GECAS is a good faith purchaser entitled to the
      protection of Section 363(m); and

   -- grant GECAS a junior security interest in the 2002
      Collateral to secure the Debtors' obligations under the new
      leases.

                     Terms Are Confidential

Mr. Sprayregen notes that the terms of the Letter Agreement are
of a highly confidential and sensitive nature to both the Debtors
and GECAS.  The Debtors have provided the details of the Letter
Agreement to counsel for the Official Committee of Unsecured
Creditors, non-recused members of the Creditors' Committee and
the DIP Lenders.  When the Court grants authority to enter into
the Letter Agreement, the Debtors will provide documentation to
counsel for the DIP Lenders and counsel for the Creditors'
Committee and, if required, will file these documents with the
Court under seal.

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


UNISYS CORP: Bondholders Tender $339.8 Million of 8-1/8% Notes
--------------------------------------------------------------
Unisys Corporation (NYSE:UIS) accepted tenders and consents for
$339.8 million aggregate principal amount of 8-1/8% senior notes
due 2006, as of 5:00 p.m., New York City time, on Sept. 15, 2005.  
The notes represent approximately 85% of the $400 million notes
outstanding.

Based on the pricing formula described in the Offer to Purchase
and Consent Solicitation Statement dated Sept. 9, 2005, the total
consideration to be paid by Unisys for these notes, which includes
the $20 consent payment, is $1,025.65 for each $1,000 principal
amount of notes.  Holders of these notes will also be paid accrued
and unpaid interest up to, but not including, the payment date.  
Unisys said it expects to make payment for these notes on Monday,
Sept. 19, 2005, using the proceeds from its issuance, on Sept. 14,
2005, of $550 million of senior notes.

Unisys said that it expects to take an estimated pre-tax charge in
the third quarter of approximately $11 million for the premium
paid and unamortized debt expense in respect of the $339.8 million
of notes tendered as of the Consent Date.

                     Consent Solicitation

In tendering their notes, holders consented to amendments that
will eliminate substantially all of the restrictive covenants and
certain default triggers from the indenture governing the notes.   
Unisys and the trustee have therefore executed a supplemental
indenture containing the amendments described in the company's
Offer to Purchase and Consent Solicitation Statement.  The
amendments will become operative when Unisys makes the payment
referred to above.

Holders who validly tender their notes after the Consent Date and
prior to 5 p.m., New York City time, on Oct. 7, 2005, are not
entitled to the $20 consent payment, and will receive the total
consideration minus the consent payment.  In such case, holders
will receive $1,005.65 for each $1,000 principal amount of notes
tendered after the Consent Date but on or prior to the Expiration
Date.

Citigroup Global Markets Inc. and Banc of America Securities LLC
are the exclusive dealer managers and solicitation agents for the
tender offer and consent solicitation.  Questions regarding the
tender offer and consent solicitation can be directed to Citigroup
Global Markets Inc., Liability Management Group at 800-558-3745
(toll free) or 212-723-6106 (collect) or Banc of America
Securities LLC, High Yield Special Products at 888-292-0070 (toll
free) or 704-388-9217 (collect).  Requests for documents may be
directed to Global Bondholder Services Corp., the information
agent, at 866-924-2200 (toll free) or 212-430-3774 (banks and
brokers).

Unisys -- http://www.unisys.com/-- is a worldwide information   
technology services and solutions company.  The Company combines
expertise in consulting, systems integration, outsourcing,
infrastructure and server technology with precision thinking and
relentless execution to help clients, in more than 100 countries,
quickly and efficiently achieve competitive advantage.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service affirmed Unisys Corporation's corporate
family rating at Ba3 and short term liquidity rating at SGL-3, and
assigned a Ba3 to Unisys Corporation's proposed new senior
unsecured notes.  The company plans to offer approximately
$450 million of senior unsecured notes to be drawn under its
$1.5 billion shelf program rated (P)Ba3.  Proceeds from the
offering will be used to tender for $400 million of 8 1/8% senior
notes due June 2006.


USGEN NEW ENGLAND: Wants Court to Nix Carlile Enterprises' Claim
----------------------------------------------------------------
On Sept. 10, 2003, USGen New England, Inc., and Carlile
Enterprises, Inc., entered into a Consulting Services Agreement
whereby Carlile will perform consulting services for USGen,
including assisting USGen in the procurement of coal under new
contracts.

On March 31, 2005, Carlile filed a complaint against USGen
seeking to recover $2,963,759 as compensation for services
rendered under the Agreement or the reasonable value of the
services rendered, plus punitive damages.  The Complaint asserts
that Carlile rendered consulting services to USGen from
September 26, 2003, through December 31, 2004, and that these
services were a necessary cost and expense of preserving USGen's
estate, as provided in Section 503(b)(1)(a) of the Bankruptcy
Code.

Leslie Polt, Esq., at Blank Rome LLP, in Washington, D.C.,
relates that USGen sought to dismiss the Complaint because it
erroneously asserts claim under a postpetition contract and
Section 503 of the Bankruptcy Code through an adversary
proceeding.  However, the dismissal was denied.

On June 10, 2005, Carlile filed a claim for $2,963,759 for the
services it rendered under the Agreement.  The Carlile Claim
lists Section 507(a)(1) as the basis for its claim.  Section
507(a)(1) states that administrative expenses allowed under
Section 503(b), which includes the actual and necessary costs and
expenses of preserving the estate, are entitled to priority.

USGen argues that Carlile's Claim is procedurally improper.  
According to Mr. Polt, Section 501 provides that "[a] creditor or
an indenture trustee may file a proof of claim."  A "creditor" is
generally defined as a holder of one or more prepetition claims
against the debtor.  A person cannot be a creditor if the claim
that is being asserted did not arise before the petition date.  
Thus, Mr. Polt notes, an application for payment of a
postpetition administrative expense should not be asserted as a
proof of claim.  

Mr. Polt asserts that because the Carlile Claim did not arise
before the Petition Date, Carlile is not a "creditor" permitted
to file a proof of claim.  Moreover, Mr. Polt continues, the
Carlile Claim and issues related thereto are identical to the
Adversary Proceeding.

USGen asks the U.S. Bankruptcy Court for the District of Maryland
to disallow and expunge the Carlile Claim.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005
(PG&E National Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VIDEOCOM SATELLITE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Videocom Satellite Associates, Inc.
        502 Sprague Street
        Dedham, Massachusetts 02026

Bankruptcy Case No.: 05-18677

Type of Business: The Debtor offers satellite communication
                  downlinking & uplinking, telephone &
                  telegraphic equipment.  See
                  http://www.videocom.com/

Chapter 11 Petition Date: September 19, 2005

Court: District of Massachusetts (Boston)

Debtor's Counsel: Nicholas Katsonis, Esq.
                  de Verges & Katsonis
                  40 Southbridge Street, Suite 215
                  Worcester, Massachusetts 01608
                  Tel: (508) 754-2600
                  Fax: (508) 754-1818

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

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


VIDEOTRON LTEE: Closes $175 Million Senior Debt Offering
--------------------------------------------------------
Videotron Ltee successfully closed its private offering of $175
million aggregate principal amount of 6-3/8% Senior Notes due
December 15, 2015, which were sold at a slight discount and result
in an effective yield of 6.444%.  The net proceeds from the sale
of the Senior Notes amount to $171.8 million (CDN$203.6 million)
and will be used to repay CDN$79 million under Videotron's
revolving credit facility, being all amounts outstanding
thereunder, and to pay a dividend of CDN$100.0 million to Quebecor
Media Inc., Videotron's parent company.  The remainder of such net
proceeds will be used for other general corporate purposes.

The President and Chief Executive Officer of Videotron, Mr. Robert
Depatie, said: "We are once again very pleased with the market
reception which this offering of Senior Notes enjoyed, reflecting
investors' acknowledgement of Videotron's robust financial
condition and operating performance."

"After conversion into Canadian dollars, the interest coupon for
this issue of Senior Notes of Videotron will be 5.98%,
representing a very attractive effective interest rate of 6.05%
after taking into account the slight discount at issuance",
commented Jacques Mallette, Executive Vice President and Chief
Financial Officer of Quebecor Media Inc.

The offering was made on a private placement basis to qualified
institutional buyers in the United States in reliance upon Rule
144A under the United States Securities Act of 1933, as amended,
or the U.S. Securities Act.  The new Senior Notes have not been
and will not be registered under the U.S. Securities Act and may
not be offered or sold within the United States except pursuant to
a registration statement or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act.

Videotron Ltee -- http://www.videotron.com/--, a wholly owned  
subsidiary of Quebecor Media Inc., is an integrated communications
company engaged in cable television, interactive multimedia
development, Internet access services and residential telephone
service.  Videotron is a leader in new technologies with its
illico interactive television system and its broadband network,
which supports high-speed cable Internet access, analog and
digital cable television, and other services.  Videotron serves
1,459,000 cable television customers in Quebec; including over
411,000 illico customers as of August 31, 2005. Videotron is also
the Quebec leader in high-speed Internet access, with 591,000
customers to its cable modem and dial-up services.  Videotron
provides residential telephone service to more than 75,000
customers in Montreal, Quebec City, Laval and Montreal South
Shore.

                      *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Montreal, Quebec-based Videotron Ltee's proposed US$175 million
senior unsecured notes due December 2015, to be issued under Rule
144A with registration rights.  The debt is rated one notch below
the long-term corporate credit rating, reflecting its junior
position in the company's capital structure.

In addition, all ratings outstanding on Videotron and its parent
company, Quebecor Media Inc., along with the ratings on Quebecor
Media's subsidiary Sun Media Corp., including the 'BB-' long-term
corporate credit rating, were affirmed.  The outlook on all
companies is stable.


WESTERN WATER: Wants to Sell Assets to Colorado Water for $14.3MM
-----------------------------------------------------------------          
Western Water Company asks the U.S. Bankruptcy Court for the
Northern District of California to approve its request to sell
substantially all of its assets free and clear of liens, claims
and interests to Colorado Water Resources, LLC, subject to a
higher and better offer, and to approve the Bid Procedures for the
asset sale.

The Debtor and Colorado Water, the stalking horse bidder, entered
into an Asset Purchase Agreement on Sept. 6, 2005, calling for the
sale of substantially all of the Debtor's assets to Colorado Water
for $14,300,000.  Under that Agreement, the Debtor will assume and
assign the Assigned Executory Contracts to Colorado Water and the
Debtor will assume the Assumed Liabilities.

Upon the Court's entry of an order approving the Bid Procedures,
Colorado Water will deposit in escrow with the Debtor, to be held
in trust in an interest bearing account, a $1 million Good Faith
Deposit.  

The Asset Purchase Agreement is subject to higher and better
offers in a public auction.  In the event that a competitor tops
Colorado Water's bid, the Debtor will pay Colorado Water a
$528,000 Break-Up Fee.

A full-text copy of the Asset Purchase Agreement and the Bid
Procedures is available for free at http://tinyurl.com/9dgze

The Court will convene a hearing to approve the Bid Procedures for
the asset sale on Sept. 26, 2005.  All parties seeking to be
Qualified Bidders must submit their bids by Oct. 18, 2005.

The auction for the Debtor's assets is scheduled at 10:00 a.m., on
Oct. 21, 2005, at the offices of Morrison & Foerster, 5200
Republic Plaza, Denver, Colorado.

The Court will convene a final sale hearing at 1:30 p.m., on
Oct. 24, 2005, to approve the Debtor's sale 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.


WORLDCOM INC: Court Approves $702,755 Platinum Settlement Pact
--------------------------------------------------------------
At WorldCom, Inc., and its debtor-affiliates' request, the U.S.
Bankruptcy Court for the Southern District of New York approves a
settlement agreement with Platinum Partners Value Arbitrage Fund
L.P.

Platinum holds a $702,755 claim against the Debtors.  Platinum
acquired the Claim from James Allman in May 2003, pursuant to an
Assignment of Claim Agreement.  As a result of the transfer, Mr.
Allman has no rights in or to the Claim.

The Debtors may have listed the Claim in one or more of the
schedules they filed with the Court.

According to Mark A. Shaiken, Esq., at Stinson Morrison Hecker
LLP, in Kansas City, Missouri, the Debtors disputed the amount,
extent, and type of claim to which Platinum is entitled on account
of the Claim.

The Settlement Agreement provides that Platinum will have an
allowed, general unsecured claim for $425,000, to be paid as a
Class 6 unsecured claim under the Debtors' confirmed Plan of
Reorganization.  Payment of the Claim will be made in accordance
with the Plan.

All payments made to Platinum will be in full satisfaction of any
amount owed, or that could be owed, to Platinum under the Plan on
account of the Claim and any Scheduled Amounts.

The Court further bars Mr. Allman from filing any further proofs
of claim.

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


WORLDCOM INC: Court Orders $1.6 MM Funds Deposited Into Account
---------------------------------------------------------------
Before the Petition Date, Dobie Properties, LLC, commenced an  
action against Debtor WorldCom Network Services, Inc., in the  
Circuit Court, Fourth Judicial Circuit, Duval County, Florida,  
seeking to quiet title and confirm its alleged title to a parcel  
of real estate in Florida.

WorldCom Network disputed Dobie's claim in the Florida Action and  
counterclaimed to quiet title to the Florida Property and to  
certain telecommunications equipment located in or on the Florida  
Property.

While the Florida Action was pending, the Florida Department of  
Transportation filed an eminent domain action against the Debtors  
-- the Condemnation Action.

             The Florida Action Settlement Agreement

In light of the Condemnation Action, the Debtors and Dobie agreed  
to settle the Florida Action.  Dobie consented to the  
confirmation of the Debtors' title to the Florida Property.  In  
return, the Debtors agreed to pay Dobie a certain portion of the  
contingent proceeds from the Condemnation Action.

Subsequently, the parties executed a Joint Motion to Vacate the  
Consent Judgment in accordance with an escape clause in the  
Settlement Agreement.  However, the Joint Motion was not filed  
and was instead held in escrow by Dobie, pending negotiations to  
amend the Settlement Agreement.

On May 7, 2002, the parties entered into an amended Settlement  
Agreement, wherein both parties anticipated that the FDOT would  
deposit $445,000 in the registry of the court hearing the  
Condemnation Action and that liquidated Dobie's claim to any of  
the proceeds of the Condemnation Action, thereby negating the  
need for the Joint Motion to Vacate.

The Amended Settlement Agreement provides that the Debtors and  
Dobie agree to share any proceeds over and above the $445,000  
realized in the Condemnation Action equally, with a cap on the  
amounts potentially recoverable by Dobie of $1.6 million.

However, after the Petition Date, Dobie filed the Joint Motion to  
Vacate and a Motion to Lift the Automatic Stay in the Debtors'  
Chapter 11 cases, seeking to proceed with the Florida Action.

The Debtors objected to Dobie's request.

Accordingly, the Bankruptcy Court returned the Florida Action to  
status quo ante and lifted the automatic stay to allow the  
Condemnation Action to continue, solely for purposes of  
determining the compensation to be paid by the FDOT.  The  
Bankruptcy Court further prohibited the Debtors and Dobie from  
withdrawing all or any of the funds on deposit in the Registry,  
or which thereafter may be deposited by the FDOT in the Registry.

The Condemnation Action was thereafter resolved and the proceeds  
were deposited into the Registry, to be later assigned to a  
segregated account held by the Debtors' counsel.

According to Adam P. Strochak, Esq., at Weil, Gotshal & Manges,  
LLP, in New York, the Debtors proposed to Dobie that the parties  
would agree by a stipulation that the funds in the Registry would  
be transferred to Gaylord Merlin Ludovici Diaz & Bain, the  
Debtors' counsel in the Condemnation Action.  The Debtors further  
proposed that $1.6 million of the funds will be maintained by  
Gaylord in a segregated account.  The remaining funds will be  
disbursed to the Debtors.  Dobie's counsel agreed.

However, during negotiations on the details of the stipulation,  
Dobie filed a motion in the Condemnation Action, seeking to  
vacate the Condemnation Order, in light of the alleged conflict  
between the Condemnation Order and the Bankruptcy Court's Consent  
Order.

On August 30, 2005, the Condemnation Action Court required the  
funds to be returned to the Registry by September 6, 2005.

Dobie has since refused to the disbursement of any portion of the  
condemnation funds to the Debtors, Mr. Strochak notes.

Mr. Strochak asserts that Dobie's rights under the Amended  
Settlement Agreement constitute a "claim" entitled to no more  
than $1.6 million.

By this motion, the Debtors ask the Court to disburse to them the  
funds received in the Condemnation Action in excess of $1.6  
million.

The Debtors further seek the Court's authority to deposit the  
remaining $1.6 million into a segregated, interest bearing  
account to be maintained by Gaylord pending resolution of the  
parties' competing claims.  The Debtors seek that no disbursement  
of the funds in the Escrow Account will be made without either  
written agreement of both parties or a further Court order.

                         Dobie Responds

Dobie disputes the Debtors' application of the law to the  
Settlement Agreement.

Michael Bowlus, Esq., at Ford, Bowlus, Duss, Morgan, Kenney,  
Safer & Hampton, P.A., in Jacksonville, Florida, argues these  
points:

   (a) The Settlement Agreement was executory, requiring
       performance.  Since Dobie actually performed its
       obligations, the Settlement Agreement was adopted and
       ratified by the Debtors under the Plan of Reorganization.
       Thus, the Debtors are obligated to perform under the
       Settlement Agreement;

   (b) To the extent the Debtors seek to breach the Settlement
       Agreement postpetition and deny that Dobie is entitled to
       $1.6 million from the Registry, that breach entitles Dobie
       to enforce the default provisions under the Settlement
       Agreement, making the Settlement Agreement null and void
       and return to mediation in the Florida Action;

   (c) The Debtors' attempts to claim the entire Proceeds
       constitutes a breach of the Settlement Agreement,
       entitling Dobie to the remedies in the Settlement
       Agreement; and

   (d) The Debtors' attempts to obtain possession of $2.07
       million of the Proceeds in the Registry constitutes an
       admission by the Debtors that it desires the benefits of
       the Settlement Agreement, while at the same time denying
       the existence of the Settlement Agreement.

"The Debtors have already accepted, ratified, confirmed, adopted,  
and accepted the benefits of the Settlement Agreement by their  
actions, and should now be estopped from attempting to reject  
it," Mr. Bowlus contends.

The parties and the proceeds in the Registry are subject to  
disputed issues of fact and law.  Thus, Mr. Bowlus asserts that  
it would be improper to disburse any of the Proceeds until the  
parties' dispute is resolved.

Moreover, Mr. Bowlus contends that the Debtors' proposed  
resolution would rule upon the issue of "entitlement" to the  
funds in the Registry, without providing Dobie the opportunity to  
present evidence and testimony as to the disputed factual issues  
and legal arguments.

"[T]here is no 'emergency' as alleged by the Reorganized Debtors,  
in that the proceeds held in the Registry are secure and not in  
danger," Mr. Bowlus maintains.

                          *     *     *

Judge Gonzalez rules that the funds held in the Registry will be  
deposited into a segregated, interest bearing account to be  
maintained by Gaylord Merlin Ludovici Diaz & Bain, pending  
resolution of the parties' competing claims.

The Court further orders that no disbursement of the funds from  
the Escrow Account will be made without a written agreement of  
both parties or further Court Order.

The Court sets a hearing on October 11, 2005, to determine the  
parties' rights with respect to the funds recovered in the  
Condemnation Action and held in the Escrow Account.

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


XYBERNAUT CORP: Panel Taps Linowes and Blocher as Local 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
Linowes and Blocher LLP as its local counsel.

Linowes and Blocher will:

   1) assist and advise 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
      the Debtors' chapter 11 cases;

   2) prepare on behalf of the Committee of all necessary
      applications, motions, orders, reports and other legal
      papers;

   3) appear in Bankruptcy Court and at statutory meetings of
      creditors to represent the interests of the Committee;

   4) assist and advise the Committee in the negotiation,
      formulation, drafting and confirmation of any plan of
      reorganization and its related matters, and 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 Holders Committee and others as
      necessary in the case in furtherance of the Committee's
      responsibilities; and

   7) perform all other necessary legal services to the Committee
      that it will require from Linowes and Blocher as its local
      counsel in the Debtors' chapter 11 cases.

Paul Sweeney, Esq., a Partner of Linowes and Blocher, is one of
the attorneys from the Firm performing services to the Committee.

Mr. Sweeney reports Linowes and Blocher's professionals bill:

      Designation       Hourly Rate
      -----------       -----------
      Partners          $315 - $375
      Associates        $190 - $260
      Paralegals        $130 - $135

Linowes and Blocher 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: Panel Taps Parente Randolph as Financial Advisors
-----------------------------------------------------------------          
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
Parente Randolph, LLC as its accountants and financial advisors.

Parente Randolph will:

   1) assist the Committee in analyzing the current financial
      positions of the Debtors, including their books and records,
      and evaluate the Cash Management Systems currently being
      used by the Debtors;

   2) assist the Committee in evaluating the Debtors' financial
      projections and test the reasonableness of the assumptions
      used in developing those financial projections;

   3) assist the Committee in analyzing and assessing the Debtors'
      business plan, evaluating the Debtors' operations, and
      preparing hypothetical orderly and forced liquidation
      analyses;

   4) assist the Committee in analyzing the financial
      ramifications of any proposed transactions for which the
      Debtor may seek Bankruptcy Court approval, including
      assumption or rejection of executory contracts, compensation
      and retention and severance plans;

   5) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtors, the operation of their businesses, and the
      desirability of continuing that business, and any other
      matters relevant to the Debtors' chapter 11 cases;

   6) assist and advise the Committee in its analysis of the
      Debtors' Statements of Financial Affairs and Schedules of
      Assets and Liabilities;

   7) investigate and analyze on behalf of the Committee the
      Debtors' financial operations, related-party transactions
      and accounts, intercompany transfers and asset recovery
      potential;

   8) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any Plan of
      Reorganization or Plan of Liquidation, including developing,
      structuring and negotiating the terms and conditions of
      those Plans;

   9) assist the Committee in the evaluation of a proposed sale,
      if any, and related procedures under Section 363 of the
      Bankruptcy Code, including valuation of assets and
      identification of potential buyers;

   10) render expert testimony on behalf of the Committee and
       provide forensic accounting services; and

   11) Provide all other accounting and financial advisory
       services, as requested by the Committee or its
       counsel from time to time and agreed to by Parente Randoph.

Howard S. Cohen, C.P.A., A Principal of Parente Randolph, reports
the Firm's professionals bill:

       Designation                       Hourly Rate
       -----------                       -----------
       Principals                        $300 - $425
       Managers & Senior Associates      $175 - $325
       Staff                             $100 - $175
       Para-professionals                 $70 - $100

Parente Randolph 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.


YUKOS OIL: Gets Moscow Court Nod to Decrease Claim to RUB388-Bil.
-----------------------------------------------------------------
According to Interfax, the Moscow Arbitration Court granted Yukos
Oil Company's request to decrease the amount of its claim for
damages related to the sale of Yuganskneftegas from 398.8 billion
rubles to 388.32 billion rubles.  

Yukos recalculated its claim based on Yugansk's financial report
for the second quarter of 2005, Interfax reports, citing a Yukos
representative.

Interfax relates that the Moscow Court scheduled a preliminary
hearing on September 28.

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


YUKOS OIL: Moscow Ct. Rejects Yukos' Call to Freeze 76.79% Shares
-----------------------------------------------------------------
RIA Novosti reports that the Moscow Arbitration Appeals Court
rejected Yukos Oil Company's appeal to freeze 76.79% of
Yuganskneftegas shares.

Yukos submitted the appeal as part of its claim to dispute the
sale of its former main oil unit, Yuganskneftegas.  An arbitration
court had earlier rejected the appeal, after which Yukos lawyers
challenged the court's ruling before an appeals tribunal.

As of June 29, 2005, Yukos owes over $2 billion in back taxes,
RIA Novosti relates, citing the Russian Justice Ministry.

As reported in the Troubled Company Reporter on June 16, 2005, the
Debtor filed a motion in the Moscow Arbitration Court to annul the
auction where 43 shares (76.79% of Authorized Capital) of
Yuganskneftegas were sold, and the deed of sale of the shares in
its former core production subsidiary, as well as for
reimbursement of damages suffered as a result of the auction in
the amount in excess of RUB324 billion.

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)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (480)       1,447       59
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Compass Minerals        CMP         (81)         667      129
Crown Media HL-A        CRWN        (34)       1,289     (130)
Delphi Corp.            DPH      (4,392)      16,511      256
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
Nexstar Broadc - A      NXST        (51)         684       27
Northwest Airline       NWAC     (3,563)      14,352   (1,392)
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Qwest Communication     Q        (2,663)      24,070    1,248
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
Ruth's Chris Stk        RUTH        (49)         110     (22)
SBA Comm. Corp.-A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (48)         447      (96)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.-A       WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo 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 ***